UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-38979 Acadian Asset Management Inc. (Exact name of registrant as specified in its charter) Delaware 47-1121020 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 200 State Street, 13th Floor 02109 Boston, Massachusetts (Address of principal executive offices) (Zip Code) (617)-369-7300 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Ticker Symbol Name of each exchange on which registered Common stock, par value $0.001 per share AAMI New York Stock Exchange 4.800% Notes due 2026 AAMI 26 New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer ☒ Accelerated filer ☐ Smaller reporting company ☐ Non-accelerated filer ☐ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐ Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒ At June 30, 2024, the aggregate market value of the shares of common stock held by non-affiliates of the registrant, based upon the closing price of $22.17 on that date on the New York Stock Exchange, was $615,923,637. Calculation of holdings by non-affiliates is based upon the assumption, for this purpose only, that executive officers, directors and any persons holding 10% or more of the registrant’s shares of common stock are affiliates. There were 37,491,828 shares of the registrant’s shares of common stock outstanding on February 25, 2025. DOCUMENTS INCORPORATED BY REFERENCE Portions of the definitive Proxy Statement to be delivered to stockholders in connection with the Annual Meeting of Stockholders to be held on or about May 13, 2025 are incorporated by reference into Part III. TABLE OF CONTENTS Page Part I Item 1. Business 2 Item 1A. Risk Factors 10 Item 1B. Unresolved Staff Comments 26 Item 1C. Cybersecurity 26 Item 2. Properties 27 Item 3. Legal Proceedings 27 Item 4. Mine Safety Disclosures 27 Part II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 28 Item 6. Reserved 29 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 30 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 69 Item 8. Financial Statements and Supplementary Data 72 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 123 Item 9A. Controls and Procedures 123 Item 9B. Other Information 123 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 123 Part III Item 10. Directors, Executive Officers and Corporate Governance 124 Item 11. Executive Compensation 124 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 124 Item 13. Certain Relationships and Related Transactions, and Director Independence 124 Item 14. Principal Accountant Fees and Services 124 Part IV Item 15. Exhibits, Financial Statements Schedules 125 Item 16. Form 10-K Summary 127 Forward-Looking Statements This Annual Report on Form 10-K includes forward-looking statements, as that term is used in the Private Securities Litigation Reform Act of 1995, including information relating to anticipated revenues, earnings, anticipated performance of our business, expected future net cash flows and the sufficiency of capital resources, our anticipated expense levels, and expectations regarding market conditions. The words or phrases “will likely result,” “are expected to,” “will continue,” “is anticipated,” “can be,” “may be,” “aim to,” “may affect,” “may depend,” “intends,” “expects,” “believes,” “estimate,” “plan,” “project,” and other similar expressions are intended to identify such forward-looking statements. Such statements are subject to various known and unknown risks and uncertainties and we caution readers that any forward-looking information provided by or on behalf of us is not a guarantee of future performance. Actual results may differ materially from those in forward-looking information as a result of various factors including but not limited to our dependence on Acadian Asset Management LLC (“Acadian LLC”), reliance on key personnel, the potential for reputational harm, actual or potential conflicts of interest, potential losses on seed and co-investment capital, foreign currency exchange risk, litigation risk, competition, risks associated with governmental regulation, and other risks discussed under the heading “Risk Factors” in Item 1A of this Annual Report on Form 10-K. Due to such risks and uncertainties and other factors, we caution each person receiving such forward-looking information not to place undue reliance on such statements. Further, such forward-looking statements speak only as of the date of this Annual Report on Form 10-K and we undertake no obligations to update any forward looking statement to reflect events or circumstances after the date of this Annual Report on Form 10-K or to reflect the occurrence of unanticipated events. Unless we state otherwise or the context otherwise requires, references in this Annual Report on Form 10-K to “Acadian Asset Management”, “Acadian” or “AAMI” refer to Acadian Asset Management Inc., references to the “Company” and references to “we,” “our” and “us” refer to Acadian Asset Management Inc. and its consolidated subsidiaries. References to “Hold Co” refer to AAMI and its subsidiaries, excluding Acadian LLC. Unless we state otherwise or the context otherwise requires, references in this Annual Report on Form 10-K to Acadian LLC’s sponsored investment entities are “Funds.” References in this Annual Report on Form 10-K to “OM plc” refer to Old Mutual plc, our former parent. None of the information in this Annual Report on Form 10-K constitutes either an offer or a solicitation to buy or sell Acadian LLC’s products or services, nor is any such information a recommendation for Acadian LLC’s products or services. Performance measures used in this report We present economic net income, or ENI, to help us describe our operating and financial performance. ENI is the key measure our management uses to evaluate the financial performance of, and make operational decisions for, our business. ENI is not audited, and is not a substitute for net income or other performance measures that are derived in accordance with accounting principles generally accepted in the United States, or U.S. GAAP. Furthermore, our calculation of ENI may differ from similarly titled measures provided by other companies. Please refer to “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Supplemental Performance Measure—Economic Net Income and Segment Analysis” for a more thorough discussion of ENI and a reconciliation of ENI to U.S. GAAP net income. 3 Summary of Risk Factors Our business is subject to numerous risks and uncertainties, discussed in more detail in Item 1A of this Annual Report on Form 10-K under the heading “Risk Factors.” These risks include, among others, the following key risks: • Our overall financial results are dependent on the ability of Acadian LLC to generate earnings • Our ability to attract and retain assets under management and generate earnings is dependent on maintaining competitive investment performance, as well as market and other factors; • We derive a substantial portion of our revenue from a limited number of investment strategies; • Investments in non-U.S. markets and in securities of non-U.S. companies may involve foreign currency exchange risk, and tax, political, social and economic uncertainties, and a reduction in assets under management associated with investments in non-U.S. equities could have a disproportionately adverse impact on our results of operations; • We rely on certain key personnel, and our results are dependent upon our ability to retain and attract key personnel; • Reputational harm could result in a loss of assets under management and revenues; • Impairment of our relationships with clients and/or consultants may negatively impact our business and our results of operations; • Pressure on fee levels and changes to our mix of assets could impact our results of operations; • If our techniques for managing risk are ineffective, we may be exposed to material unanticipated losses; • Our expenses are subject to fluctuations that could materially impact our results of operations; • Our outstanding indebtedness may impact our business and may restrict our growth and results of operations; • Any significant limitation on the use of our facilities or the failure or security breach of our software applications or operating systems and networks, including the potential risk of cyber-attacks, could result in the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, confidential client information or personal data, damage to our reputation, additional costs, regulatory penalties and financial losses; and • We operate in a highly regulated industry, and continually changing federal, state, local and foreign laws and regulations could materially adversely affect our business, financial condition and results of operations. 4 EXPLANATORY NOTE Effective January 1, 2025 the Company changed its name from BrightSphere Investment Group Inc. to Acadian Asset Management Inc. As part of the rebranding process, the Company’s New York Stock Exchange symbol changed from BSIG to AAMI. Trading under the new name began on January 2, 2025. The New York Stock Exchange symbol for the Company’s 4.800% notes due 2026 changed from BSIG 26 to AAMI 26. 1 PART I Item 1. Business. Overview We are a holding company that operates a systematic investment management business through our majority owned subsidiary, Acadian Asset Management LLC (“Acadian LLC”). With approximately $117 billion of assets under management as of December 31, 2024, Acadian LLC offers institutional investors across the globe access to a diversified array of systematic investment strategies designed to meet a range of risk and return objectives. The ownership structure of Acadian LLC provides incentives for growth and prudent business management across multiple generations of Acadian LLC partners, who retain meaningful levels of equity in their own business to preserve strong alignment of interests between us, Acadian LLC, their clients, and our stockholders. Our profit-sharing model enables us to participate directly in margin expansion as Acadian LLC grows. Acadian LLC comprises our Quant & Solutions reportable segment. Acadian LLC Acadian LLC, founded in 1986, is a leading systematic investment manager with approximately $117 billion in AUM as of December 31, 2024. Acadian LLC pursues a fundamentally grounded, data-rich, and highly structured approach to investing that seeks to identify and exploit systematic and structural inefficiencies in the markets. Acadian LLC applies a range of investment and risk considerations to a universe of 65,000-plus securities taken from over 150 global markets. Acadian LLC manages strategies in developed and developing markets, including global, emerging market, international, and small cap equities, as well as credit and alternative strategies. Acadian LLC predominantly invests on behalf of a wide range of institutional clients across the globe, including public and private funds, endowments and foundations. The firm’s clients were domiciled in approximately 40 countries across the globe as of December 31, 2024. The firm has over 120 investment and research professionals and manages numerous investment products and strategies. Competitive Strengths Experience. As a pioneer in systematic investing, we have been managing systematic equity portfolios since the 1980s. This experience affords us a broad perspective and data history. Guided by the economic intuition and insights of a talented, experienced, and diverse investment team, we have been at the forefront of systematic research, signal development, and portfolio construction for nearly 40 years. Objectivity. We use a disciplined and objective process, underpinned by rich data and powerful technological tools. An extensive data repository, continually supplemented by an active alternative scouting effort, provides an extensive source for exploring new investment ideas. Given the size, breadth, and complexity of global markets, we believe that such an empirical approach is essential to exploiting behaviorally based mispricings and delivering superior risk-adjusted returns for our clients. Research. We are a research-focused firm. Our scientific approach to innovation is driven by research across signal generation, portfolio construction, implementation, and risk management. Research is data-dependent, and our process benefits from its objectivity, breadth, and computational power. We recognize that markets are dynamic and that a robust culture of investment research is essential to maintaining a competitive edge. 2 Capital Management Our business generates significant, recurring free cash flow that can be used to return capital to stockholders through share repurchases and dividends, repay outstanding debt, and more broadly create value for our stockholders. In particular, we believe we can generate strong returns on allocated capital by, among other things, (i) providing seed capital to fund new products and strategies; (ii) providing investment capital to support strategic growth initiatives; and (iii) implementing opportunistic share repurchases. Management undertakes detailed business case analyses with respect to all growth opportunities, and only considers those that yield an acceptable return while operating within the parameters of our risk appetite. For the period January 1, 2020 to December 31, 2024, we repurchased approximately 59% of our shares. Distribution and Client Base Our distribution is focused on the institutional, sub-advisory, and other channels. The institutional channel accounts for over 80% of our AUM. Within this channel, we have strong relationships in the public/government pension market (43% of our AUM as of December 31, 2024) and the corporate plan market (13% of our AUM as of December 31, 2024), which comprise a substantial portion of the institutional investment market overall, particularly in the U.S. Our institutional marketplace clients are highly diverse across industry segments and geographies and have various growth characteristics. Our institutional clients are from across the globe, including, but not limited to, pension funds, state and local governments; sovereign wealth funds, employee benefit plans and foundations and endowments. We offer our investment products to institutional clients directly and by marketing our services to the investment consultants and advisors that advise them. We maintain relationships with a number of insurance companies, private banks, Outsourced Chief Investment Officers (“OCIOs”) and Fund of Funds (“FoFs”). While we market primarily to institutional investors, we participate in the individual investor market through the sub-advisory channel, which represented 9% of our AUM as of December 31, 2024. We also manage mutual funds and other commingled products including UCITs and Collective Investment Trusts, which gives us exposure to a retail investor base and the defined contribution market. Our clients can access our investment strategies through a range of investment vehicles: • Separate Account: We manage separate account assets within most of our investment strategies. Our separate account clients span the broad spectrum of institutional investors. The fees we charge on separate accounts vary by client, investment strategy and the size of the account. • Funds: We also offer access to our strategies through commingled funds both within and outside the U.S. Investors that do not meet our minimum account size for a separate account, or who otherwise prefer to invest through a fund, can invest in our pooled funds. The goal of our marketing, distribution and client service efforts is to grow and maintain a diversified client base. We focus our distribution and marketing efforts on sophisticated investors and asset allocators. Our client service and distribution teams comprise knowledgeable, seasoned professionals, experienced in working across the investment spectrum of investors. 3 Our client base is diverse without significant concentration. As of December 31, 2024, our top five client relationships represented approximately 13% of total run rate gross management fee revenue, and our top 25 clients represented approximately 35% of run rate gross management fee revenue. The below graphic shows the breakdown of our assets under management as of December 31, 2024 by client type and client location. Total AUM: $117.3 bn Data as of December 31, 2024 Products and Investment Performance Product Mix We offer leading strategies in developed and developing markets, including global, emerging market, international, and small cap equities, as well as credit and alternative strategies. The chart below presents our wide range of offerings. These offerings are designed to provide a balanced earnings stream to our business. We believe our offerings are well-positioned in areas of investor demand and the diversity of investment style and asset class can enable us to participate in growing segments of the industry, through a range of investing environments. Our product initiatives to drive growth include enhanced equity, equity extensions, systematic credit, and equity alternatives. Enhanced strategies offer attractive risk-adjusted returns with comparatively lower active risk relative to standard active offerings. Extension portfolios are a form of high conviction investing which leverage both long and short positions to increase active views, such as 130/30 products. 4 Investment Performance Our mission is to produce strong risk-adjusted returns for our clients. We have competitive near- and long-term track records and are well-positioned for continued growth. In addition to analyzing our performance on a revenue-weighted basis, which gives us a perspective on product performance with respect to our existing client base, we also consider the number of our at-scale product strategies (defined as strategies with greater than $100 million of AUM) beating benchmarks. This latter measure, labeled as “equal-weighted,” indicates the opportunity we have to generate sales in a variety of market environments. For instance, strong performance in a newer, smaller product may not affect revenue-weighted performance, but it can have a meaningful effect on revenue growth given client demand for this higher fee product. We also present our performance by showing the percentage of our assets beating their benchmarks over the same time periods. The charts below reflect performance versus benchmark on a revenue-weighted basis on a trailing three-, five-, and ten-year basis over each of the last five years. Our long-term performance has been strong and has improved since 2020, which was negatively impacted by the global equity market environment during the pandemic. 5 Data as of December 31 for the years 2020 to 2024 * Assets representing 11%, 47%, 89%, 88% and 91% of revenue were outperforming benchmarks on a 1- year basis as of December 31, 2020, 2021, 2022, 2023 and 2024, respectively. The charts below indicate performance as of December 31, 2024 on a revenue-weighted, equal-weighted, and asset-weighted basis relative to benchmark on a trailing three-, five-, and ten-year basis. Investment Performance* Data as of December 31, 2024 * As of December 31, 2024, assets representing 91% of revenue were outperforming benchmarks on a 1- year basis. Figures calculated using gross of fee strategy composite returns. Past performance is no guarantee of * 6 future results. This is not investment advice and may not be construed as sales or marketing material for any financial product or service sponsored or provided by Acadian LLC. Competition The industry in which we operate is highly competitive. In order to be successful and grow our business, we must be able to compete effectively for AUM. We compete globally with international and domestic investment management firms, hedge funds, and other subsidiaries of financial institutions for institutional assets. Many of the organizations we compete with offer investment strategies similar to those offered by us, and these organizations may have greater financial resources and distribution capabilities than we offer. Some of these firms offer other products and services—in particular investment strategies such as passively managed products, including exchange traded funds, that typically carry lower fee rates. Additionally, there are limited barriers to entry for new investment managers. We compete with these organizations to attract and retain institutional clients and their assets based on the following primary factors: • the investment performance records of our strategies; • the breadth of active investment strategies and vehicle options that we offer; • the alignment of our investment strategies to the current market conditions and investment preferences and needs of potential clients; • the quality, depth, and reputation of the investment teams that executes our strategies; • the continuity of our investment and distribution teams; • the caliber of service we provide our clients; and • our brand recognition and reputation within the investment community Our History and Organizational Structure The predecessor of AAMI was formed in 1980. We were incorporated on May 29, 2014 as a private limited company under the laws of England and Wales and completed a redomestication process to become a Delaware corporation on July 15, 2019. Effective as of January 1, 2025, we changed our name from BrightSphere Investment Group Inc. to Acadian Asset Management Inc. 7 Regulation We are subject to U.S. federal securities laws, state securities and corporate laws, and the rules and regulations of U.S. regulatory and self-regulatory organizations. Acadian LLC (including its subsidiaries) is also subject to regulation in the U.S. through its primary regulator, the SEC, under the Investment Advisers Act of 1940, as amended. To the extent Acadian LLC acts as investment adviser or sub-adviser to registered investment companies, it must also comply with the terms of the Investment Company Act of 1940, as amended and the rules thereunder. The Advisers Act of 1940 imposes numerous obligations on registered investment advisers, including fiduciary, record keeping, advertising and operational requirements, disclosure obligations, and prohibitions on fraudulent activities. The Investment Company Act of 1940 regulates the structure and operations of registered investment companies and imposes additional obligations on advisers to registered investment companies, including detailed disclosure and regulatory requirements applicable to the registered investment companies and additional compliance responsibilities which must strictly be adhered to by the funds and their advisers. Acadian LLC is also subject to the rules and regulations adopted by the Commodity Futures Trading Commission, under the Commodity Exchange Act; and may also be subject to the rules and regulations adopted by the Department of Labor, under ERISA; the Financial Industry Regulatory Authority, Inc., or FINRA; and state regulators. Acadian LLC and its subsidiaries may also be registered from time to time in jurisdictions outside of the U.S. and will be subject to applicable regulation in those jurisdictions. Acadian LLC is also subject to regulation relating to the offer and sale of financial products in each of the European Union countries in which Acadian LLC and its subsidiaries operate. As we expand distribution efforts into non-U.S. jurisdictions, including other member countries of the European Union, Latin America, the Middle East and Asian countries, we may be required to register with additional foreign regulatory authorities or otherwise comply with non-U.S. rules and regulations that currently are not applicable to our business. Through wholly owned subsidiaries, Acadian LLC is also subject to the regulatory environments of the non-U.S. jurisdictions in which Acadian LLC operates. Acadian LLC’s U.K. subsidiary is subject to regulation by the Financial Conduct Authority, or FCA. Acadian LLC’s Singapore subsidiary is subject to regulation by the Monetary Authority of Singapore. Acadian LLC Australia is subject to regulation by the Australian Securities and Investment Commission. Each regulatory body imposes a comprehensive system of regulation on investment advisers and the manner in which we conduct our business in that country. Employees and Human Capital We believe our ability to attract and retain employees is a key to our success. Accordingly, we strive to offer competitive compensation and employee benefits and monitor compensation and benefits to the competitive market. Our total rewards philosophy includes competitive compensation, talent development and a comprehensive benefits package that includes extensive health and welfare benefits. In addition, we provide a Profit Sharing and 401(k) Plan for all employees and contribute a percentage of compensation to this plan on a discretionary basis, subject to regulatory limits. We recognize the value of a diverse and skilled workforce and are committed to creating and maintaining an inclusive and collaborative workplace culture that leverages the unique contributions of people with diverse backgrounds, experiences, and perspectives. We are committed to pay equity for employees doing similar work, regardless of gender, race or ethnicity and comply with applicable local regulations. As of December 31, 2024, we had 383 full-time equivalent employees, of which 20 are at Hold Co. None of these employees are represented by any collective bargaining agreements. 8 Operations, Systems and Technology Our advanced technological capabilities are one of our core strengths. Our investment process is systematically driven and is supported by a sophisticated systems environment. A key tenet of our investment philosophy is that it is crucial to examine as much relevant information about as many companies as possible. Our systems allow us to evaluate a broad array of investment opportunities on a daily basis. Important aspects of our systems environment include powerful servers that receive fundamental data on a continuous basis; proprietary software that transforms the data into stock-specific, macro, and peer forecasts; portfolio optimization software that assists in the creation of customized client portfolios; and a fully automated trading and compliance system. Beyond the investment process infrastructure, we use a number of sophisticated systems to help maximize back-office efficiencies across functions such as operations, accounting, and client reporting. Available Information Our web site is www.acadian-inc.com. Our web site provides information about us, and from time to time we may use it as a distribution channel of material company information. We routinely post financial and other important information in the “Investor Relations” section of our web site and we encourage investors to consult that section regularly. That section of our web site includes “Public Filings” where one can download copies of our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, including exhibits, and any other report filed or furnished with the U.S. Securities and Exchange Commission, or the SEC, pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended. We make these reports available through our web site as soon as reasonably practicable after our electronic filing of such materials with, or the furnishing of them to, the SEC. The information contained or incorporated on our web site is not a part of this Annual Report on Form 10-K. In addition, the SEC maintains a website that contains reports, proxy statement and other information about issuers, such as AAMI, who file electronically with the SEC. The address of the website is www.sec.gov. 9 Item 1A. Risk Factors You should carefully consider the following risk factors in addition to the other information included or incorporated by reference in this Annual Report on Form 10-K before investing in our common stock. Any of the following risks could have a material adverse effect on our business, financial condition, results of operations or cash flow. If any of the following risks and uncertainties actually occurs, you may lose all or part of your investment. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also adversely affect our business. Risks Related to Operations Our overall financial results are dependent on the ability of Acadian LLC to generate earnings. Substantially all of our revenue generation is dependent on Acadian LLC, who receives the majority of their fees based on the values of assets under management. Substantially all of our cash flows consist of distributions received from Acadian LLC. As a result, our cash flows and ability to fund operations are largely dependent upon the profitability of Acadian LLC. Acadian LLC is required to make certain cash distributions to us under its operating agreement. Distributions to us from Acadian LLC may be subject to Acadian LLC maintaining sufficient working capital, regulatory requirements, claims of creditors of Acadian LLC and applicable bankruptcy and insolvency laws. Any material decrease in profits at, or material reduction in distributions from, Acadian LLC could negatively impact our business and results of operations. Acadian LLC operates under ownership, governance and economic arrangements that we and Acadian LLC negotiated either at inception or during the course of our relationship. Any renegotiation of the economic arrangement could reduce the economic benefits derived by us from Acadian LLC. Our ability to attract and retain assets under management and generate earnings is dependent on maintaining competitive investment performance, as well as market and other factors. Our financial performance is dependent upon our ability to minimize outflows and increase inflows through sound relative investment performance over measured periods of time compared to relevant benchmarks and peer performance results. The performance of our investment strategies, which can be impacted by factors within and/or outside our control, including general market and economic conditions, is critical to retaining existing client assets and investors, including in funds we advise or sub-advise, and attracting new client and investor assets. Poor performance can be caused by our choices in investing in sectors, industries, companies or assets that do not perform as well as others. Additionally, companies in which we invest may incur negative changes in their financial conditions or suffer other adverse events that could reduce the values of investments in those companies. Net flows related to our investment strategies can be affected by investment performance relative to other competing investment strategies or to established benchmarks. Investment management strategies may be rated, ranked or assessed by independent third parties, distribution partners, and industry periodicals and services. These assessments often influence the investment decisions of our clients and investors in funds we advise or sub-advise. If the performance or assessment of our investment strategies is seen as underperforming relative to peers, it could, among other things, result in an increase in the withdrawal of assets by existing clients and investors and the inability to attract additional investments. If a significant portion of clients or investors decides to withdraw their investments or terminate their investment management agreements or sub-advisory agreements, our ability to generate earnings would decline and our results of operations and financial condition would be affected. In addition, assets could be withdrawn for any number of reasons other than poor absolute or relative investment performance, including macro-economic factors unrelated to investment performance, a reduction in market demand 10 for the asset classes, products or strategies we offer, the loss of key personnel, price declines in the securities markets generally, price declines in those assets in which client assets are concentrated or changes in investment patterns of clients, a failure by us to comply with applicable client and regulatory investment guidelines, or factors wholly unrelated to us. Any of these factors could have a negative impact on our results of operations and financial condition. We derive a substantial portion of our revenue from a limited number of investment strategies. A significant portion of our assets are invested in a limited number of investment strategies. As of December 31, 2024, $52 billion, or 45%, of our assets under management were concentrated across three investment strategies: Acadian Global Equity ($19 billion, or 16%) Acadian Emerging Markets Equity ($18 billion, or 16%), and Acadian All-Country World ex-US Equity ($15 billion, or 13%). Consequently, our results of operations are dependent upon our ability to minimize the risk of outflows from these strategies through relatively strong performance over measured periods of time compared to relevant benchmarks and peer performance results. Also, certain investors may evaluate us on the basis of the asset-weighted performance of our assets under management. A relatively small change in the relative performance of one of our largest strategies, such as Acadian Emerging Markets Equity, could have a significant impact on the asset-weighted performance of our assets under management. Such volatility could adversely affect our results of operations and investors’ perception of us. Investments in non-U.S. markets, in securities of non-U.S. companies and utilization of currency forward contracts and options on currency may involve foreign currency exchange risk, and tax, political, social and economic uncertainties, and a reduction in assets under management associated with investments in non-U.S. equities could have a disproportionately adverse impact on our results of operations. A significant amount of our assets under management is represented by strategies that invest in securities of non-U.S. companies. As of December 31, 2024, approximately 80% of our AUM is in non-US denominated currencies. Fluctuations in foreign currency exchange rates could negatively impact the account values and the investment returns of clients who are invested in these strategies, with a corresponding reduction in management fee income. In addition, an increase in the value of the U.S. dollar relative to non-U.S. currencies could result in a decrease in the U.S. dollar value of assets under management that are denominated in non-U.S. currencies, which in turn would result in lower revenues. Many non-U.S. financial markets are not as developed or as efficient as the U.S. financial markets and, as a result, have limited liquidity and greater price volatility and may lack established regulations. Liquidity in such markets also may be adversely impacted by political or economic events, government policies, expropriation, volume trading limits by foreign investors, and social or civil unrest. The ability to dispose of an investment and its market value may be adversely impacted by any of these factors. In addition, non-U.S. legal and regulatory financial accounting standards and practices may be different from those of the U.S., and there may be less publicly available information about non-U.S. companies and non-U.S. markets. Governments of foreign jurisdictions may assert their abilities to tax local gains and/or income of foreign investors, including our clients, which could adversely impact the economics associated with investing in foreign jurisdictions or non-U.S. based companies. These risks also could impact the performance of strategies that invest in such markets and, in particular, strategies that concentrate investments in emerging market companies and countries. We rely on certain key personnel, and our results are dependent upon our ability to retain and attract key personnel. We depend on the skills and expertise of our key investment and management personnel, and our success and growth depends on our ability to attract and retain key personnel. We rely heavily upon the services of certain key investment and management personnel. The loss of key investment and management personnel for any reason could have an adverse impact upon our business, results of operations and financial condition. Any of our key investment or management personnel could resign at any time, join a competitor or form a competing company. We have entered into non-competition agreements with some, but not all, of our investment and management personnel, but these agreements may not be enforceable or may not be enforceable to their full extent. Additionally, key employees 11 receive equity awards that limit a recipient’s right to provide competitive services to our clients or solicit our employees for prescribed periods. However, we may agree to waive restrictive covenants applicable to investment or management personnel in light of the circumstances of our relationship with that person. We rely upon the contributions of our senior management team to establish and implement our strategy and to manage the future growth of our business. The amount and structure of compensation and opportunities for equity ownership we offer are key components of our ability to attract and retain qualified management personnel. There is no assurance that we will be successful in designing and implementing an attractive compensation model to attract and retain qualified personnel. Our business operations are complex, and a failure to properly perform operational tasks or maintain infrastructure could have an adverse effect on our revenues and income. In addition to providing investment management services, we must have the necessary operational capabilities to manage our business effectively in accordance with client expectations and applicable law. The required non-investment management functions include sales, marketing, portfolio recordkeeping and accounting, security pricing, trading activity, investor reporting, corporate governance, compliance, net asset value computations, account reconciliations and calculations of required distributions to accounts. Some of these functions are performed either independently or with the support of or in conjunction with us or third-party service providers that we oversee. Also, we may be highly dependent on specially developed proprietary systems, including proprietary computer code. Any material failure to properly develop, update, review, test or maintain sufficient technological infrastructure, including applicable controls, or perform and monitor non-investment management functions and operations, or adequately oversee the entities that provide the services, could result in potential liability to clients, regulatory sanctions, investment losses, loss of clients and damage to our reputation. Reputational harm could result in a loss of assets under management and revenues. The integrity of our brand and reputation is critical to our ability to attract and retain clients, business partners and employees and maintain relationships with consultants. We operate within the highly regulated financial services industry and various potential scenarios could result in harm to our reputation. They include internal operational failures, failure to follow investment or legal guidelines in the management of accounts, instances of financial criminal activity by our employees, intentional or unintentional misrepresentation of our products and services in offering or advertising materials, public relations information, social media or other external communications, employee misconduct or investments in businesses or industries that are controversial to certain special interest groups. Such factors could potentially result in regulatory actions and litigation. The negative publicity associated with any of these factors could harm our reputation and adversely impact relationships with existing and potential clients, third-party distributors, consultants and other business partners and subject us to regulatory sanctions. Damage to our brand or reputation would negatively impact our standing in the industry and result in loss of business in both the short term and the long term. We may not always successfully manage actual or potential conflicts of interests that may arise in our business. As we continue to expand the scope of our business, we continue to confront actual, potential and perceived conflicts of interest relating to our activities. Conflicts may arise with respect to decisions regarding, among other things, the allocation of specific investment opportunities among accounts in which we may receive an allocation of profits and accounts in which we do not receive such an allocation or among client accounts that have overlapping investment objectives yet different fee structures, including certain accounts which may pay performance-based fees. Certain client accounts have similar investment objectives and may engage in transactions in the same types of securities and instruments. These transactions could impact the prices and availability of the securities and instruments in which a client account invests and could have an adverse impact on an account’s performance. 12 The SEC and other regulators have increased their scrutiny of conflicts of interest. We have implemented procedures and controls to identify, manage, mitigate (where possible) and disclose actual, potential or perceived conflicts of interest, but it is possible that the procedures adopted may not be effective in identifying, managing or mitigating all conflicts which could give rise to the dissatisfaction of, or litigation by, investors or regulatory enforcement actions. Appropriately dealing with conflicts of interest is complex and difficult, and our reputation could be damaged if we fail, or appear to fail, to deal appropriately with one or more potential or actual conflicts of interest. Regulatory scrutiny, litigation or reputational risk incurred in connection with conflicts of interest would adversely impact our business in a number of ways, including by making counterparties reluctant to do business with us, impeding our ability to retain or increase our assets under management, subjecting us to potential litigation and adversely impacting our results of operations. Equity ownership by our employees may be at Acadian LLC or at the holding company level. There may be instances where the interests of equity-holders of Acadian LLC may not align with our stockholders in effecting a desired outcome. There is no assurance that a resolution of any conflicts of interest may be possible or the interests of all parties can be taken into account. Impairment of our relationships with clients and/or consultants may negatively impact our business and our results of operations. We believe we have strong client and consultant relationships in our core institutional marketplaces, and we depend upon these relationships to successfully market our existing products and strategies and to introduce new products and strategies. As of December 31, 2024, our top five client relationships represented approximately 13% of total run rate gross management fee revenue, and our top 25 clients represented approximately 35% of run rate gross management fee revenue. Total run rate gross management fee revenue reflects the sum for each account at Acadian LLC, of the product of (a) assets under management in each account at December 31, 2024, multiplied by (b) the relevant management fee rate on that account. Any negative changes in these relationships that reduce the number of client or consultant contacts, restrict access to existing or potential clients, or result in negative statements by a consultant, could have an adverse impact on our business and negatively impact our results of operations. Our business is dependent upon investment advisory agreements that are subject to negotiation, non-renewal, or termination, including termination upon assignment. We derive substantially all of our revenue from the fees charged to our clients under investment advisory agreements with those clients. The agreements generally provide for fees to be paid on the basis of the value of assets under management, although a portion also provide for performance-based fees to be paid on the basis of investment performance against stated benchmarks. Acadian LLC is a U.S. registered investment adviser. Acadian LLC may provide investment advisory services to investment companies registered under the Investment Company Act pursuant to the terms of an investment advisory agreement between Acadian LLC and the applicable U.S. registered investment company. Acadian LLC may also be retained by U.S. registered investment advisers to certain U.S. registered investment companies to provide investment sub- advisory services to U.S. registered investment companies pursuant to the terms of an investment sub-advisory agreement between Acadian LLC and the relevant U.S. registered investment adviser. An investment advisory agreement may be terminated by a client without penalty upon relatively short notice (typically no more than 30 days). In addition, the investment advisory agreements and sub-advisory agreements with respect to registered investment companies generally may be terminated by the registered investment company or, in those instances where Acadian LLC serves as a sub-adviser, the registered investment company’s adviser, without penalty, upon 60 days’ notice and are subject to annual approval by the registered investment company’s board of directors or trustees. Clients may decide to terminate or not renew an agreement for poor investment performance or any variety of reasons which may be beyond our control. A decrease in revenues resulting from termination of an investment advisory agreement or sub-advisory agreement for any reason could have a material adverse effect on our revenue and profits and a negative effect on our results of operations. 13 Pursuant to the Advisers Act, investment advisory agreements between Acadian LLC, who is a U.S. registered investment advisers and their clients are not assignable without the consent of the client. As required by the Investment Company Act of 1940, or the Investment Company Act, investment advisory agreements and sub-advisory agreements between Acadian LLC and investment company clients and/or the investment advisers to those investment companies terminate upon their assignment. Assignment, as generally defined, includes direct assignments as well as assignments that may be deemed to occur, under certain circumstances, upon the direct or indirect transfer of a “controlling block” of the voting securities of Acadian LLC. A transaction is not deemed an assignment under the Advisers Act or the Investment Company Act, however, if it does not result in a change of actual control or management of Acadian LLC. If anyone acquires, or is deemed to have acquired, a controlling block of our voting securities in the future, the contractual anti-assignment and termination provisions of the investment advisory and sub-advisory agreements between Acadian LLC and its clients may be implicated. If an assignment of an investment advisory or sub-advisory agreement is deemed to occur, and clients do not consent to the assignment or, with respect to investment company clients, enter into a new agreement with Acadian LLC, which may require the approval of the investment company’s stockholders in addition to its board of directors or trustees, our results of operations could be materially and adversely affected. Pressure on fee levels and changes to mix of assets could impact our results of operations. Our profit margins and net income are dependent on our ability to maintain current fee levels for the products and services we offer. The competitive nature of the asset management industry has led to a trend toward lower fees in certain segments of the asset management market, and there can be no assurance that we will be able to maintain our current pricing structures. We also may be required to restructure our fees due to regulatory changes. These factors also could inhibit the ability to increase fees for certain products. A reduction in the fees, or limited opportunities to increase fees, will reduce or limit our revenues and could reduce or limit our net income. The fees charged on our assets under management vary by asset class and produce different revenues per dollar of assets under management based on factors such as the type of assets being managed, the applicable investment strategy, the type of client and the client fee schedule. Institutional clients may have significant negotiating leverage in establishing the terms of an advisory relationship, particularly with respect to the level of fees paid, and the competitive pressure to attract and retain institutional clients may impact the level of fee income we earn. In order for us to maintain our fee structure in a competitive environment, we may elect to decline to manage additional assets from potential clients who demand lower fees even though our revenues may be adversely affected in the short term. Furthermore, a shift in the mix of assets under management from asset classes or products that generate higher fees to those that generate lower fees may result in a decrease in revenues while aggregate assets under management remain unchanged or increase. Such shifts can occur as various investment strategies go in and out of favor due to competition in the industry or as a result of movements between asset classes or certain products no longer being available to investors. In addition, in the event Acadian LLC has or develops a focus on strategies that generate lower fees, a decrease in revenues may result. A decrease in revenues without a reduction in expenses will result in reduced net income. Changes in how clients choose to access asset management services may also exert downward pressure on fees. Some investment consultants, for example, are implementing programs in which the consultant provides a range of services, including selection, in a fiduciary capacity, of asset managers to serve as sub- adviser at lower fee rates than the manager’s otherwise applicable rates, with the expectation of a larger amount of assets under management through that consultant. The expansion of those and similar programs could, over time, make it more difficult for us to maintain our fee rates. 14 If our techniques for managing risk are ineffective, we may be exposed to material unanticipated losses. In order to manage the significant risks inherent in our business, we must maintain effective policies, procedures and systems that enable us to identify, monitor and control our exposure to operational, legal and reputational risks. Our risk management methods may prove to be ineffective due to their design or implementation, or as a result of the lack of adequate, accurate or timely information or otherwise. If our risk management efforts are ineffective, we could suffer losses that could have a material adverse effect on our financial condition or results of operations. The potential for some types of operational risks, including, for example, trading errors, may be increased or amplified in periods of increased volatility, which can magnify the cost of an error. We may experience operational errors, including trading errors, in the future. Additionally, we could be subject to litigation, particularly from our clients, and investigations and enforcement proceedings by and sanctions or fines from regulators. Our techniques for managing operational, legal and reputational risks in client portfolios may not fully mitigate the risk exposure in all economic or market environments, including exposure to risks that we might fail to identify or anticipate. In addition, the development and use of various technologies based on machine learning and artificial intelligence is expanding rapidly in our industry. Our use, directly or indirectly, of these technologies could result in new or expanded risks to our business, including but not limited to legal and regulatory risk and the risk that information generated using such technologies is inaccurate, misleading, incomplete or otherwise flawed. To the extent that we do not anticipate or effectively mitigate these risks through policies, controls and procedures, and systems, there could be a material adverse effect on our financial condition and results of operations. We may be exposed to potential liability as a general partner or a controlling person. Acadian LLC may serve as general partner, managing member or their equivalents for investment products that are organized as partnerships or other commingled vehicles. As such, we may be exposed to liability in the limited liability company, partnership or investment vehicle or required to undertake certain obligations under applicable law that we or they otherwise would not be required to undertake as a holding company or investment adviser. In addition we may be deemed to be a control person of Acadian LLC as that term is defined in various U.S. federal and state statutes and, as such, potentially liable for the acts of Acadian LLC or its employees. Consequently, if under such circumstances Acadian LLC incurs liabilities or expenses that exceed its ability to pay, we may be directly or indirectly liable for its payment to the extent provided in the governing documents of the limited liability company, partnership or investment vehicle or under applicable law. While we maintain errors and omissions and general liability insurance in amounts believed to be adequate to cover certain potential liabilities, we cannot be certain that claims will not be made against us that exceed the limits of available insurance coverage, that the insurers will remain solvent and will meet their obligations to provide coverage or that an adequate amount of insurance coverage will continue to be available to us at a reasonable cost. A judgment against us in excess of available insurance coverage could have a material adverse impact on our business and financial condition. Our expenses are subject to fluctuations that could materially impact our results of operations. Our results of operations are dependent upon the level of our expenses, which can vary from period to period. We have certain fixed expenses that we incur as a going concern, and some of those expenses are not subject to adjustment. If our revenues decrease, without a corresponding decrease in expenses, our results of operations would be negatively impacted. While we attempt to project expense levels in advance, there is no guarantee that an unforeseen expense will not arise or that we will be able to adjust our variable expenses quickly enough to match a declining asset base. Consequently, either event could have either a temporary or permanent negative impact on our results of operations. Losses on our seed capital could adversely impact our results of operations or financial condition. 15 As of December 31, 2024, we had approximately $90 million committed to seed capital, which is currently invested in seven products. The amount we commit to, or invest in, seed capital could change materially from time to time in our discretion based on the needs of the business. The capital utilized in the seed portfolios may be subject to liquidity constraints over certain time periods and is subject to market conditions. A decline in the value of our seed capital would adversely impact our results of operations or financial condition. The cost of insuring our business is meaningful and may increase. Our insurance costs are meaningful and can fluctuate significantly from year to year. In addition, certain insurance coverage may not be available or may only be available at prohibitive costs. As we renew our insurance coverage, we may be subject to additional costs caused by premium increases, higher deductibles, co-insurance liability, changes in the size of our business or nature of our operations, litigation or acquisitions or dispositions. Higher insurance costs and incurred deductibles, as with any expense, would reduce our net income. In addition, we may obtain additional liability insurance for our directors and officers. There have been historical periods in which directors’ and officers’ liability insurance and errors and omissions insurance have been available only with limited coverage amounts, less favorable terms or at prohibitive cost, and these conditions could recur. Our growth initiatives, including the development and introduction of new products and/or capabilities, may be unsuccessful, may expose us to risks and may not facilitate the growth of our business. Our continued growth depends in part on our effectiveness in developing and introducing new products and/or capabilities. Such innovation may require significant time and resources, including upfront and ongoing expenses, as well as expose us to additional risks, including but not limited to legal and regulatory risks. There can be no assurances that we will correctly identify the strongest areas for growth, or that we will effectively develop and introduce products and/or capabilities in such areas and mitigate any additional risk related thereto. To the extent that our revenues associated with such products and/or capabilities do not increase as much as our related expenses, our profitability could be adversely affected. Our outstanding indebtedness may impact our business and may restrict our growth and results of operations. As of December 31, 2024, we had $275.0 million of long-term bonds outstanding. For additional information regarding our long-term bonds, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Capital Resources and Liquidity—Working Capital and Long- Term Debt.” We may incur additional indebtedness in the future for a variety of business reasons, including in relation to our share repurchases, for seed or co-investment capital, or for other strategic reasons. The level of our indebtedness has important consequences to investors in our securities. For example, our level of indebtedness may require us to use a substantial portion of our cash flow from operations to pay interest and principal on our debt, which would reduce the funds available to us for working capital, capital expenditures and other general corporate purposes and may limit our ability to pay future dividends. Too much debt may limit our ability to implement our business strategy; heighten our vulnerability to downturns in our business, the financial services industry or in the general economy and limit our flexibility in planning for, or reacting to, changes in our business and the financial services industry; limit our access to additional debt; or prevent us from taking advantage of business opportunities as they arise or successfully carrying out our plans to expand our business and our product offerings. Any of these consequences could have a material adverse effect on our financial condition or results of operations. 16 We may be unable to obtain sufficient capital and liquidity to meet the requirements of our business. Our ability to finance our operations, strategic initiatives and maturing obligations under our long-terms bonds is dependent on future issuances of long-term bonds or other financing options and our future operating performance. Any future inability to obtain financing on reasonable terms and with reasonable restrictions on the operation of our business could impair our liquidity, have a negative impact on our growth and negatively impact our financial condition. Our business involves risks of potential litigation that could harm our business. We may be named as defendants or co-defendants in lawsuits, or may be involved in disputes that include the threat of lawsuits seeking substantial damages. Any such legal action, whether threatened or actual, could result in reputational damage, loss of clients and assets, increased costs and expenses in resolving a claim, diversion of employee resources and resulting financial losses. We make investment decisions on behalf of our clients that could result in substantial losses to those clients. If our clients suffer significant losses or otherwise are dissatisfied with our service, we could be subject to the risk of legal liability or actions alleging, among other theories, negligent misconduct, breach of fiduciary duty, breach of contract, unjust enrichment and/or fraud. These risks often are difficult to assess or quantify and their existence and magnitude often remain unknown for substantial periods of time, even after an action has been commenced. We may incur substantial legal expenses in defending against litigation commenced by a client or regulatory authority. Substantial legal liability levied on us could have a material adverse effect on our business, financial condition, or results of operations and could cause significant reputational harm. Any significant limitation on the use of our facilities or the failure or security breach of our software applications or operating systems and networks, including the potential risk of cyber-attacks, could result in the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, confidential client information or personal data, damage to our reputation, additional costs, regulatory penalties and financial losses. We depend upon our various centers of operation, including our information technology systems and those of our vendors, contractors, and other third-party partners who process information on our behalf, for the continued operations of our business. A disruption in the infrastructure that supports our business or prevents our employees from performing their job functions, including communication failures, natural disasters, terrorist attacks, third party cyber-attacks including ransomware, and international hostilities, may have a material impact on our ability to continue business operations without interruption. Insurance and other safeguards might not be available or might only partially reimburse us for our losses. Although we have back-up systems and disaster recovery programs in place and test their uses periodically, there can be no assurance that the recovery programs will be sufficient to mitigate any harm that may result from a disruption or disaster. Additionally, it is possible that any such disruption or disaster could have a significant impact on the general economy, domestic and local financial and capital markets or specific industries, including the financial services industry. 17 A significant portion of our operations relies heavily on the secure processing, storage and transmission of confidential and other information as well as the monitoring of a large number of complex transactions. Like many other financial institutions, we have been subject to cyber-attacks and will continue to be subject to an increasing risk of cyber incidents from these activities. Cyber-attacks are growing in sophistication and come from a variety of sources, including criminal hackers, activists, state-sponsored intrusions, industrial espionage, and insider threats. We are required to expend significant resources in an effort to protect against security incidents and may be required or choose to spend additional resources or modify our business activities, particularly where required by applicable data privacy and security laws or regulations or industry standards. While we have implemented security measures, our technology systems, and those of our vendors, contractors, and other third-party partners who process information on our behalf, may still be vulnerable to security incidents, disruptions, cyber-attacks or similar events such as unauthorized access, computer malware, phishing attacks and other forms of social engineering, denial-of- service attacks, ransomware attacks, or other events that have a security impact, such as an authorized employee or vendor inadvertently causing the release of confidential information or third-party unauthorized access or account takeovers, which could materially damage our operations or cause the disclosure or modification of sensitive or confidential information. Breach of our technology systems through cyber-attacks, or failure to manage and secure our technology environment, could result in interruptions or malfunctions in the operations of our business, loss of valuable information, liability for stolen assets or information, remediation costs to repair damage caused by a breach, additional costs to mitigate against future incidents and litigation costs resulting from an incident. Moreover, accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, personal data and confidential client information could harm our reputation and subject us to liability under the laws that protect personal data and confidential information, resulting in increased costs or loss of revenues. A successful attack could result in significant adverse consequences, including regulatory inquiries or litigation, increased costs and expenses including costs related to insurance and remediation of any security vulnerabilities, reputational damage, lost revenue, and fines or penalties. We are subject to data protection laws including in the European Union (“EU”), United Kingdom (“U.K.”), United States (“U.S.”) and other jurisdictions, and any failure to comply with such legislation could adversely affect our business, reputation, results of operations and financial condition. We are subject to privacy and security laws in the various jurisdictions in which we operate, obtain or store personally identifiable information. The legislative and regulatory landscape for privacy and data protection continues to evolve, and there has been an increasing focus on privacy and data protection issues with the potential to affect our business. For example, certain of our processing activities are subject to the General Data Protection Regulation (EU) 2016/679 (“GDPR”), and also as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018 and as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019 (SI 2019/419) (“U.K. GDPR”), along with the Data Protection Act 2018 in the U.K. (“Act”) (together “EU/U.K. Data Protection Laws”). The EU/U.K. Data Protection Laws have a wide territorial reach and apply to data controllers and data processors which have an establishment in the EU/U.K., or which offer goods or services to, or monitor the behavior of, data subjects in the EU and U.K. The EU/U.K. Data Protection Laws impose stringent operational requirements on data controllers and data processors. These include (i) accountability and transparency obligations which require organizations to demonstrate and record compliance with the EU/U.K. Data Protection Laws and to provide detailed information to data subjects regarding the processing of their personal data, (ii) obligations to consider data privacy as any new products or services are developed and to limit the amount of information they collect, process and store, (iii) ensuring and maintaining an appropriate level of security for personal data, and (iv) reporting breaches to data protection authorities and, in some cases, affected individuals. The EU/U.K. Data Protection Laws give strong enforcement powers to data protection authorities in the EU/U.K., and introduce significant penalties for non- compliance, with fines of up to 4% of total annual worldwide turnover or €20 million (whichever is higher), depending on the type and severity of the breach. 18 In the United States, we are subject to rules adopted pursuant to the Gramm Leach Bliley Act and an ever-increasing number of state laws and regulations, such as the California Consumer Privacy Act, as amended by the California Privacy Rights Act (together, the “CCPA”). The CCPA regulates companies’ use and disclosure of the personal information of California residents and grants California residents several rights with respect to their personal information. The CCPA also provides for civil penalties for violations, including statutory fines for noncompliance, as well as a limited private right of action in connection with certain data breaches, and establishes a new regulatory agency to implement and enforce the law. Moreover, comprehensive privacy laws similar to the CCPA are either in effect, have been enacted or are being considered in multiple other states. All of these new privacy laws and others that we expect to be developed and enacted going forward may impose additional data protection obligations and potential liability on companies such as ours doing business in those states. The evolving patchwork of differing state and federal privacy and data security laws increases the cost and complexity of operating our business and increases our exposure to liability, including from third-party litigation and regulatory investigations, enforcement, fines and penalties. In addition, the interpretation of EU/U.K. Data Protection Laws, the CCPA, and other privacy laws to which we are subject around the world can be uncertain, and as business practices are challenged by regulators, data subjects and consumer protection agencies, it is possible that these laws may be interpreted and applied in a manner that is inconsistent with our data protection practices. Compliance with data privacy and security regulations can require allocation of significant resources as well as changes in operations and non-compliance can result in substantial fines. Any failure or perceived failure by us or our employees, representatives, contractors, consultants, collaborators, or other third parties to comply with such requirements or adequately address privacy and security concerns, even if unfounded, could result in additional cost and liability to us, damage our reputation, and adversely affect our business and results of operations. The failure of a counterparty to meet its obligations could affect our business adversely. We routinely execute transactions with counterparties in the financial industry and for the provision of services that are important to the business, and we may engage in transactions with counterparties as part of our corporate finance management function and for the provision of services, including insurance protection. As a result, we and our clients have exposure to the credit, operational and other risks posed by such counterparties, including the risk of default by or bankruptcy of a counterparty. The failure of a counterparty to meet its obligations or provide the services or insurance protection we depend on for these or other reasons could adversely affect our ability to conduct our business and result in loss of client assets and potential liability. We are subject to the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act and other anti-corruption laws, as well as export control laws, customs laws, sanctions laws, anti-facilitation of tax evasion laws and other laws governing our operations. If we fail to comply with these laws, we could be subject to civil or criminal penalties, other remedial measures, and legal expenses, which could adversely affect our business, results of operations and financial condition. Our operations are subject to anti-corruption laws, including the U.S. Foreign Corrupt Practices Act, or the FCPA, the U.K. Bribery Act 2010, or the Bribery Act, and other anti-corruption laws that apply in countries where we do business. The FCPA, the Bribery Act and other applicable anti-corruption laws generally prohibit us and our employees and intermediaries from paying bribes, receiving bribes or making other prohibited payments to government officials or other persons to obtain or retain business or gain some other business advantage. We and our commercial partners operate in a number of jurisdictions that may pose an elevated risk of corruption, and we participate in collaborations and relationships with third parties whose actions could potentially subject us to liability under FCPA, the Bribery Act or local anti-corruption laws. We are also subject to other laws and regulations governing our international operations, including applicable export control regulations, economic sanctions on countries or persons, customs requirements currency exchange regulations, and anti-facilitation of tax evasion rules, or collectively Trade Control Laws. As with anti-corruption laws, misconduct by third parties could potentially subject us to liability under Trade Control Laws. There is no assurance that we will be completely effective in ensuring our compliance with all applicable anti-corruption laws or Trade Control Laws. In addition, we cannot predict the nature, scope or effect of future regulatory 19 requirements to which our internal operations might be subject or the manner in which existing laws might be administered or interpreted. If we are not in compliance with anti-corruption laws or Trade Control Laws, we may be subject to criminal and civil penalties, disgorgement and other sanctions and remedial measures, and legal expenses, which could have an adverse impact on our business, financial condition, results of operations and liquidity. Likewise, any investigation of any potential violations of anti-corruption laws or Trade Control Laws by U.K., U.S. or other authorities could also have an adverse impact on our reputation, business, results of operations and financial condition. The U.K. exit from the EU (“Brexit”) could adversely impact our business. Beginning January 1, 2021, EU laws ceased to apply in the U.K. Brexit has resulted in increased complexity to our operations, including the ability of our UK subsidiary to access the European Economic Area. Future EU or U.K.-based legislation or agreements enacted in response to Brexit may have a further adverse impact on us or our investments. Brexit also may result in significant market dislocation, heightened counterparty risk and an adverse effect on the management of market risk, particularly asset and liability management due in part to redenomination of financial assets and liabilities, an adverse effect on our ability to manage, operate and invest and increased legal, regulatory or compliance burden for us, each of which could have a negative impact on our operations, investments, financial condition, returns or prospects. Risks Related to Our Industry We operate in a competitive environment. The investment management industry is highly competitive, with competition based on a variety of factors, including investment performance, investment management fee rates, continuity of investment professionals and client relationships, the quality of services provided to clients, reputation and the strategies offered. We compete against a broad range of domestic and international asset management firms, broker-dealers, hedge funds, investment banking firms and other financial institutions. We directly compete against these organizations with respect to investment products, distribution channels, opportunities to acquire other investment management firms and retention and recruitment of talent. The capital resources, scale, name recognition and geographic footprints of many of these organizations are greater than ours. The recent trend toward consolidation in the investment management industry, and the financial services industry in general, has served to increase the size and strength of a number of our competitors. Some investors may prefer to invest with an investment manager that is not publicly traded based on the perception that a publicly traded asset manager may focus on the manager’s own growth to the detriment of investment performance for clients. Some competitors may operate in a different regulatory environment than we do, which may give them certain competitive advantages in the investment products and portfolio structures that they offer. Furthermore, the development and use of various technologies based on machine learning and artificial intelligence is expanding rapidly in our industry. To the extent we do not effectively avail ourselves of new technologies, others in our industry may have a competitive advantage over us, which could have a material adverse effect on our financial condition and results of operations. Our ability to attract assets also is dependent upon our ability to offer a mix of products and services that meet client demand and our ability to maintain investment management fees at competitive levels. When asset classes or products that we do not offer are in favor with either existing or potential clients, we will miss the opportunity to attract and manage these assets and face the risk of assets being withdrawn in favor of competitors who manage the asset classes and/or provide these products. If we are unable to compete effectively in the market, our results of operations and potential business growth could be adversely affected. Our sole business is asset management. As a result, we may be more impacted by trends and issues and more susceptible to negative events impacting us and the asset management industry than other more diversified asset managers or other financial services companies that provide asset management and other financial services. 20 We operate in a highly regulated industry, and continually changing federal, state, local and foreign laws and regulations could materially adversely affect our business, financial condition and results of operations. The investment management business is highly regulated and, as a result, we are required to comply with a wide array of domestic and international laws and regulations. The requirements imposed by our regulators are designed to ensure the integrity of the financial markets and to protect customers and other third parties who deal with us, and are not designed to protect our stockholders. Accordingly, these regulators often serve to limit our activities, including through client protection and market conduct requirements. Acadian LLC is subject to extensive regulation in the U.S. through its primary regulator, the SEC, under the Advisers Act. To the extent Acadian LLC acts as investment adviser or sub-adviser to registered investment companies, it must also comply with the terms of the Investment Company Act and the rules thereunder. The Advisers Act imposes numerous obligations on registered investment advisers, including fiduciary, record keeping, advertising and operational requirements, disclosure obligations, and prohibitions on fraudulent activities. The Investment Company Act regulates the structure and operations of registered investment companies and imposes additional obligations on advisers to registered investment companies, including detailed disclosure and regulatory requirements applicable to the registered investment companies and additional compliance responsibilities which must strictly be adhered to by the funds and their advisers. Acadian LLC may also be subject to the rules and regulations adopted by the Commodity Futures Trading Commission, under the Commodity Exchange Act; by the Department of Labor, under ERISA; the Financial Industry Regulatory Authority, Inc., or FINRA; and state regulators. We also are subject to the regulatory environments of the non-U.S. jurisdictions in which we operate, some of which also recently implemented or are in the process of implementing changes in regulations. In the U.K., we are subject to regulation by the Financial Conduct Authority, or FCA, which imposes a comprehensive system of regulation on investment advisers and the manner in which we conduct our business. We may also be registered from time to time in jurisdictions outside of the United States and will be subject to applicable regulation in those jurisdictions. We additionally are subject to regulation relating to the offer and sale of financial products in each of the EU countries in which we operate. The system of financial regulation outside the United States continues to develop and evolve and, as a result, the rules to which we are subject (including rules relating to the remuneration of staff) are and will continue to be subject to change. As we execute on our growth strategy and continue to expand our distribution efforts into non-U.S. jurisdictions, including other member countries of the EU, Latin America, the Middle East and Asian countries, we may be required to register with additional foreign regulatory authorities or otherwise comply with non-U.S. rules and regulations that currently are not applicable to our business and with respect to which we may have limited or no compliance experience. Our lack of experience in complying with any such non-U.S. or non-English laws and regulations may increase our risk of becoming a party to litigation or subject to regulatory actions. Additionally, one or more of the jurisdictions in which we operate may require our stockholders to seek the approval of, or provide notice to, an applicable regulator before acquiring a substantial amount of our outstanding shares. Developments in applicable regulatory environments may include heightened and additional examinations and inspections by regulators and the imposition of additional reporting and disclosure obligations. Regulators also may take a more aggressive posture on bringing enforcement proceedings which could result in fines, penalties and additional remedial activities. Policy and legislative changes in the U.S. and in other countries are affecting many aspects of financial regulation. Our business, results of operations and financial condition may be adversely affected as a result of new or revised legislation or regulations or by changes in the interpretation or enforcement of existing laws and regulations in any of the jurisdictions in which we conduct business. Our ability to function in this legislative and regulatory environment will depend on our ability to monitor and promptly react and adapt to legislative and regulatory changes, including situations where such changes in regulatory requirements may be driven by internal factors. It is impossible to determine the extent of the impact of any new laws, regulations or initiatives that may be proposed, or whether any of the proposals will become law. Any new laws or regulations could make compliance more difficult and expensive and affect the manner in which we conduct business. 21 Failure to comply with applicable laws or regulations could result in fines, suspension or revocation of Acadian LLC’s registration as an investment adviser, suspensions of individual employees, revocation of licenses to operate in certain jurisdictions or other sanctions, which could materially adversely affect our business, financial condition and results of operations. Even if an investigation or proceeding did not result in a fine or sanction, or the fine or sanction imposed against us or our respective employees by a regulator were small in monetary amount, the adverse publicity relating to an investigation, proceeding or imposition of a fine or sanction could cause us to suffer financial loss, harm our reputation and cause us to lose business or fail to attract new business which would have a direct adverse impact on our business, financial condition and results of operations. Risks Related to Our Ownership Structure and Governance Paulson has meaningful ability to influence our business. As of February 14, 2025, Paulson & Co. Inc. (“Paulson”) owns 23.9% of our common stock. This concentration of ownership may have the effect of delaying or preventing a change in control of us or discouraging others from making tender offers for our common stock. It also may make it difficult for other stockholders to replace management and may adversely impact the trading price of our common stock because investors often perceive disadvantages in owning common stock in companies with significant stockholders. Additional repurchases of our common stock could, without any action by Paulson, further increase Paulson’s concentration of ownership. Additionally, Paulson has the right to appoint one director so long as it holds at least 7% of our outstanding common stock. Paulson also has the right to transfer this appointment right to a transferee that acquires from Paulson the foregoing percentage of our common stock, at which point such unknown third party may have a meaningful ability to influence our business. Future sales of our common stock by us, Paulson or other stockholders could cause our share price to decline. If we, Paulson or other stockholders sell, or indicate an intention to sell, or there is a perception that we or they might sell, a substantial number of shares of our common stock in the public market or in privately negotiated transactions, the trading price of our common stock could decline below the current trading level. Sales by Paulson or other stockholders or the possibility that these sales may occur also may make it more difficult for us to raise additional capital by selling equity securities in the future, at a time and price that we deem appropriate. We cannot predict the size of future issuances or sales of our common stock or the effect, if any, that future issuances and sales of our common stock may have on the market price of our common stock. Sales or distributions of substantial amounts of our common stock, including shares issued in connection with an acquisition, or the perception that such sales or distributions could occur, may cause the market price of our common stock to decline. Our amended and restated certificate of incorporation designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or agents. Our amended and restated certificate of incorporation provides that, unless we consent in writing to an alternative forum, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, employees or agents to us or our stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law or (iv) any action asserting a claim that is governed by the internal affairs doctrine, in each case subject to the Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein and the claim not being one which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery or for which the Court of Chancery does not have subject matter jurisdiction. Any person purchasing or otherwise acquiring any interest in any shares of our capital stock shall be deemed to have notice of and to have consented to this provision of our amended and restated certificate of incorporation. This choice of forum provision may limit our stockholders’ ability to bring a claim in a 22 judicial forum that it finds favorable for disputes with us or our directors, officers, employees or agents, which may discourage such lawsuits against us and our directors, officers, employees and agents. Alternatively, if a court were to find this provision of our restated certificate of incorporation inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business and financial condition. The exclusive forum provision described above does not impact the Federal courts’ exclusive jurisdiction over Exchange Act claims or the Federal and state courts’ concurrent jurisdiction over Securities Act claims. There can be no assurance that we will repurchase shares of our common stock or that we will repurchase shares of our common stock at favorable prices. Our Board of Directors may from time to time authorize us to repurchase shares of our common stock. The amount and timing of share repurchases are subject to market conditions, stock price and other factors, including compliance with all respective laws and our applicable agreements. The amount, timing and execution of repurchase shares of our common stock will depend upon, among other factors, our cash balances and potential future capital requirements for strategic transactions, our results of operations, our financial condition, tax laws and other factors that we may deem relevant. A reduction in repurchases under, or the completion of, our share repurchase program could have a negative effect on our stock price. We can also provide no assurance that we will repurchase shares of our common stock at favorable prices, if at all. Risks Related to Our Tax Matters Our global effective tax rate is subject to a variety of different factors, which could create volatility in that rate, expose us to greater than anticipated tax liabilities and cause us to adjust previously recognized tax assets and liabilities. We are subject to income taxes in the U.S., the U.K. and many other jurisdictions. As a result, our global effective tax rate from period to period can be affected by many factors, including our global mix of earnings, the tax characteristics of our income and changes in tax legislation. Significant judgment is required in determining our worldwide provision for income taxes, and our determination of our tax liability is always subject to review by applicable tax authorities. We cannot provide any assurances as to what our tax rate will be in any period because of, among other things, uncertainty regarding the nature and extent of our business activities in any particular jurisdiction in the future and the tax laws of such jurisdictions, as well as changes in U.S. and other tax laws, treaties and regulations. Our actual global tax rate may vary from our expectation and that variance may be material. Failure to comply with the tax laws of the U.S., the U.K. or other jurisdictions, which laws are subject to potential legislative, judicial or administrative change and differing interpretations, possibly on a retroactive basis, may result in erroneous filings, adjustments to previously recognized tax assets and liabilities, negative impact to income and reputational damage. We are subject to a range of taxes and tax audits and may be subject to future audits and examinations by both foreign and domestic taxing authorities. Tax and other regulatory authorities may disagree with tax positions taken by us based on our, or their, interpretations of the relevant tax laws, including, for example, with respect to our tax positions related to the redomestication or to prior reorganizations, which could result in erroneous filings, retroactive adverse impact on income, the loss of tax benefits and reputational damage. The resolution of such audits and examinations could impact our tax rate in future periods, as would any reclassification or other matter (such as changes in applicable accounting rules) that increases the amounts we have provided for income taxes in our Consolidated Financial Statements. We will regularly assess the likelihood of favorable or unfavorable outcomes resulting from these audits and examinations to determine the adequacy of our provision for income taxes, which will require estimates and judgments. Although we will make these tax estimates and judgments on a reasonable basis, there can be no assurance that the tax authorities will agree with such estimates and judgments. From time to time, we may have to engage in litigation to attempt to achieve the results reflected in our estimates, which may be 23 time-consuming and expensive and may have other adverse impacts. There can be no assurance that we will be successful in any such litigation or other attempts to mitigate adverse effects resulting from such audits or examinations or that any final determination of our tax liability will not be materially different from the historical treatment reflected in our historical income tax provisions and accruals. Our inability to mitigate the negative consequences of any resolution of audits and examinations could cause our global tax rate to increase, our use of cash to increase and our financial condition and results of operations to suffer. Changes in tax laws could have an adverse impact on our business, financial condition, and results of operations. We are subject to income taxes in the U.S., the U.K. and many other jurisdictions. Changes to income tax laws and regulations, or the interpretation of such laws, in any of the jurisdictions in which we operate could significantly increase our effective tax rate and ultimately reduce our cash flows from operating activities and otherwise have a material adverse effect on our financial condition, results of operations and cash flows. The U.S. Congress, the Organization for Economic Co-operation and Development (“OECD”), and other government agencies in jurisdictions in which we conduct business have maintained a focus on the taxation of multinational companies. The OECD has recommended changes to numerous long-standing international tax principles through its base erosion and profit shifting (“BEPS”) project, and many jurisdictions have begun codifying those recommendations into law. These and other changes to tax laws and related regulations, to the extent adopted, may increase tax uncertainty and/or our effective tax rate, result in higher compliance cost and adversely affect our provision for income taxes, results of operations and/or cash flows. General Risk Factors The market price of our common stock and the broader equity markets have been, and may continue to be, volatile. The market price of our common stock has been and may continue to be volatile, and equity markets have experienced and may continue to experience significant price and volume fluctuations. Among the factors that may affect our stock price are the following: • public health emergencies; • speculation in the investment community or the press about, or actual changes in, our competitive position, organizational structure, executive team, operations, financial condition, financial reporting and results, ability to maximize shareholder returns or plans to engage in strategic transactions by us or others in our industry; • the announcement of mergers, acquisitions, dispositions or new products or services by us or others in our industry; • announcements of our financial results, including changes in net client cash flows and assets under management, changes in earnings estimates by the investment community, and variations between estimated financial results and actual financial results; and • the pricing structure for products offered by us or our competitors. Changes in general conditions and volatility in the economy, the financial markets and our industry, and other developments affecting us or our competitors, as well as geopolitical, regulatory, economic, and business factors unrelated to us, could cause the market price of our common stock to fluctuate substantially. Declines in the market price of our common stock or failure of the market price to increase could also harm our ability to retain key employees, reduce our access to capital and otherwise harm our business. 24 The carrying value of goodwill and other intangible assets on our balance sheet could become impaired, which would adversely affect our financial condition and results of operations. We have recorded goodwill and intangible asset impairments in the past and could incur such charges in the future if acquisitions occur and we take on more goodwill. We review the carrying value of goodwill and intangible assets not subject to amortization on an annual basis, or more frequently if indications exist suggesting that the fair value of our intangible assets may be below their carrying values. We test the values of intangible assets subject to amortization whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Should such review indicate impairment, a write-down of the carrying value of goodwill or the intangible asset could occur, resulting in a non-cash charge that may, in turn, affect our reported results of operations, financial condition and shareholders’ equity. Our ability to pay regular dividends to our stockholders is subject to the discretion of our Board of Directors and may be limited by our structure and applicable provisions of Delaware law. Any declaration of dividends will be at the discretion of our Board of Directors, and will depend on our financial condition, earnings, cash needs, regulatory constraints, capital requirements and any other factors that our Board of Directors deems relevant in making such a determination. However, our ability to make such distributions will be subject to our operating results, which are impacted by the ability of Acadian LLC to make distributions to us, cash requirements and financial condition, the applicable provisions of Delaware law that may limit the amount of funds available for distribution, our compliance with covenants and financial ratios related to existing or future indebtedness, including under our notes and our credit facilities, and our other agreements with third parties. In addition, we are dependent upon the ability of Acadian LLC to generate earnings and cash flows and distribute them to us so that we may pay dividends to our stockholders. As a consequence of these various limitations and restrictions, we may not be able to make, or may have to reduce or eliminate, the payment of dividends on our common stock. Our management devotes substantial time to compliance with our public company legal and reporting obligations. We are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and are required to implement specific corporate governance practices and adhere to a variety of reporting requirements under the Sarbanes-Oxley Act of 2002, or Sarbanes-Oxley, and the related rules and regulations of the SEC, as well as the rules of the NYSE. The Exchange Act requires us to file annual, quarterly and current reports with respect to our business and financial condition. Our management and other personnel devote substantial time to compliance with our public company obligations. Moreover, these rules and regulations increase our legal and financial compliance costs and make some activities more time-consuming and costly. In addition, Sarbanes-Oxley requires, among other things, that we maintain effective internal control over financial reporting and disclosure controls and procedures. In particular, we perform system and process evaluations and we have tested our internal control over financial reporting to allow management to report on the effectiveness of our internal control over financial reporting, as required by Section 404 of Sarbanes-Oxley, and obtain an auditor attestation as to the effectiveness of our internal controls. Testing may reveal material weaknesses or other deficiencies in our internal control over financial reporting. Our compliance with Section 404 has required that we incur additional accounting expense and expend additional management time on compliance-related issues. Moreover, if at any time we are not able to comply with the requirements of Section 404 in a timely manner, or if we identify material weaknesses or other deficiencies in our internal control over financial reporting, the market price of our common stock could decline, and we could be subject to sanctions or investigations by the NYSE, the SEC or other regulatory authorities, which would require additional financial and management resources. 25 Item 1B. Unresolved Staff Comments. There are no unresolved written comments that were received from the Securities and Exchange Commission staff 180 days or more before the end of our fiscal year relating to our periodic or current reports under the Securities Exchange Act of 1934, as amended. Item 1C. Cybersecurity. Risk management and strategy We have adopted processes designed to identify, assess and manage material risks from cybersecurity threats. Those processes include response to and an assessment of internal and external threats to the security, confidentiality, integrity and availability of our data and systems along with other material risks to our operations, at least annually or whenever there are material changes to our systems or operations. Our Management Risk Committee (MRC) collaborates with our Head of IT and Chief Information Security Officer (CISO) along with the IT Department to evaluate and address cybersecurity risks in alignment with our business objectives and operational needs. Our Head of IT and CISO along with the IT Department implement processes and technologies to provide security monitoring and vulnerability management. We have an incident response plan in place with designated roles and responsibilities for responding to and escalating cybersecurity events and incidents. As part of our risk management process, we engage outside providers to conduct periodic penetration testing and vulnerability assessments. We maintain a third-party risk management program that includes vendor due diligence at onboarding, periodic assessments, and continuous risk monitoring. Assessments include reviews of security controls and cybersecurity questionnaires or other technical evaluations. In addition, we maintain a vendor risk register and review risk ratings semi-annually. As of the date of this report, we have not experienced a cybersecurity incident that resulted in a material effect on our business strategy, results of operations, or financial condition. Governance Our Board of Directors provides oversight of the Company’s cybersecurity risk management program. The Audit Committee of our Board of Directors has primary responsibility for oversight of cybersecurity and is briefed on cybersecurity risks quarterly and following any material cybersecurity incidents. Our cybersecurity program is managed by our Head of IT and CISO, who reports to our Chief Administrative Officer and has served in this role since 2019. Our Head of IT and CISO has over 20 years of industry experience in information technology and maintains industry certifications such as the ISC2 CISSP. Reporting to the Audit Committee of our Board of Directors quarterly, our Head of IT and CISO may address overall assessment of the Company’s compliance with our cybersecurity policies and procedures, risk management, service provider arrangements, testing results and security incident response and makes recommendations for changes and updates to policies, procedures, and technologies related to cybersecurity and IT risk management. 26 Item 2. Properties. Our principal executive office is located at 200 State Street, 13th Floor, Boston, Massachusetts 02109. Acadian LLC has its own primary office in Boston, MA where core investment management activities take place. In addition, Acadian LLC has leased secondary offices to support research, distribution and client servicing. Key locations for secondary offices include (but are not limited to) London, Singapore and Sydney. We believe existing facilities are appropriate in size, location and functionality to meet current and future business requirements. Item 3. Legal Proceedings. From time to time, we may be party to various claims, suits and complaints in the ordinary course of our business. Although the amount of liability that may result from these matters cannot be ascertained, we do not currently believe that, in the aggregate, they will result in liabilities material to our consolidated financial condition, future results of operations or cash flow. Item 4. Mine Safety Disclosures. Not applicable. 27 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information for Common Stock Our common stock trades on the New York Stock Exchange under the symbol “AAMI.” As of February 26, 2025 there were two registered stockholders of record. Financial Performance Graph This performance graph shall not be deemed “soliciting material” or to be “filed” with the SEC for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of AAMI under the Securities Act. The following graph compares the cumulative stockholder return on our common stock during the five-year period ending December 31, 2024, with the cumulative total return, during the same period, of the Standard & Poor’s 500 Index and the Standard & Poor’s 500 Financial Sector Index. 28 Item 6. [Reserved] 29 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. Unless we state otherwise or the context otherwise requires, references in this Annual Report on Form 10-K to the “Company”, “Acadian Asset Management”, “Acadian” or “AAMI” refer to Acadian Asset Management Inc., and references to “we,” “our” and “us” refer to AAMI and its consolidated subsidiaries. References to Hold Co refer to AAMI and its subsidiaries excluding Acadian Asset Management LLC (“Acadian LLC”). Unless we state otherwise or the context otherwise requires, references in this Annual Report on Form 10-K to “OM plc” refer to Old Mutual plc, our former parent. None of the information in this Annual Report on Form 10-K constitutes either an offer or a solicitation to buy or sell Acadian LLC’s products or services, nor is any such information a recommendation for Acadian LLC’s products or services. The following discussion of our financial condition and results of operations should be read in conjunction with our Consolidated Financial Statements and related notes which appear in this Annual Report on Form 10-K in Item 8, Financial Statements and Supplementary Data. This discussion contains forward-looking statements that involve risks and uncertainties. See “Forward-Looking Statements” for more information. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those discussed below and elsewhere in this Annual Report on Form 10-K. This Management’s Discussion and Analysis of Financial Condition and Results of Operations, or MD&A, is designed to provide a reader of our financial statements with a narrative from the perspective of our management on our financial condition, results of operations, liquidity and certain other factors that may affect our future results. Our MD&A is presented in five sections: • Overview provides a brief description of our business. It includes information on our reporting segment, a summary of The Economics of Our Business and an explanation of How We Measure Performance using a non-GAAP measure which we refer to as economic net income, or ENI. This section also provides a Summary Results of Operations and information regarding our Assets Under Management by strategy, client type and client location, and net flows by segment, client type and client location. • U.S. GAAP Results of Operations for the years ended December 31, 2024, 2023 and 2022 includes an explanation of changes in our U.S. GAAP revenue, expense and other items over the last three years as well as key U.S. GAAP operating metrics. • Non-GAAP Supplemental Performance Measure—Economic Net Income and Segment Analysis includes an explanation of the key differences between U.S. GAAP net income and ENI, the key measure management uses to evaluate our performance. This section also provides a reconciliation between U.S. GAAP net income attributable to controlling interests and ENI for the years ended December 31, 2024, 2023 and 2022, as well as a reconciliation of key ENI operating items including ENI revenue and ENI operating expenses. This section also provides key non-GAAP operating metrics. In addition, this section provides segment analysis for our business segment. • Capital Resources and Liquidity discusses our key balance sheet data. This section discusses Cash Flows from the business; Working Capital and Long-Term Debt; Adjusted EBITDA; Future Capital Needs; and Commitments, Contingencies and Off-Balance Sheet Obligations. The discussion of Adjusted EBITDA includes an explanation of how we calculate Adjusted EBITDA and a reconciliation of U.S. GAAP net income attributable to controlling interests to Adjusted EBITDA. 30 • Critical Accounting Policies and Estimates provides a discussion of the key accounting policies and estimates that we believe are the most critical to an understanding of our results of operations and financial condition. These accounting policies and estimates require complex management judgment regarding matters that are highly uncertain at the time the policies were applied and estimates were made. Overview We are a holding company that operates a systematic investment management business through our majority owned subsidiary, Acadian LLC. Acadian LLC offers institutional investors across the globe access to a diversified array of systematic investment strategies designed to meet a range of risk and return objectives. Acadian LLC is a leading systematic investment manager of active equity products, including global, emerging market, international, and small cap equities, as well as credit and alternative strategies. Acadian LLC comprises our Quant & Solutions reportable segment: • Quant & Solutions—comprised of strategies that leverage cutting-edge technology to gather and analyze data to identify mispriced assets to deliver attractive risk-adjusted returns for investors; portfolios include developed and developing markets for equity, credit and alternative strategies. This segment is comprised of our interest in Acadian LLC. Hold Co is included within the Unallocated Corporate expenses category. Under U.S. GAAP, Acadian LLC is consolidated into our financial statements. We may also be required to consolidate Acadian LLC’s sponsored investment entities, or Funds, due to the nature of our decision-making rights, our economic interests in these Funds or the rights of third-party clients in those Funds. 31 The Economics of Our Business Our profitability is affected by a variety of factors including the level and composition of our average assets under management, or AUM, fee rates charged on AUM and our expense structure. We earn management fees based on assets under management. The majority of our management fees are calculated based on average AUM (calculated on either a daily or monthly basis) with the remainder of our management fees calculated based on period-end AUM. Changes in the levels of our AUM are driven by market investment performance and net client cash flows. We may also earn performance fees when certain accounts differ in relation to relevant benchmarks or exceed required returns. Approximately $20 billion, or 17%, of our AUM are in accounts with incentive fee features in which we participate in the performance fee. The majority of these performance fees are calculated based on value added over the relevant benchmarks on a rolling one-year basis. Our largest expense item is compensation and benefits paid to our employees, which consists of both fixed and variable components. Fixed compensation and benefits represents base salaries and wages, payroll taxes and the costs of our employee benefit programs. Variable compensation is comprised of variable compensation at both Hold Co and Acadian LLC. Hold Co variable compensation includes discretionary annual bonuses and may be paid in the form of cash or AAMI equity. Acadian LLC variable compensation, calculated as described below, may be awarded in cash, equity, or profit interests. The arrangement in place with Acadian LLC results in the sharing of economics between us and key management personnel using a profit-sharing model. Profit sharing affects two elements within our earnings: (i) the calculation of variable compensation and (ii) the level of Acadian LLC’s equity or profit interests distribution to its employees. Variable compensation includes the portion of earnings that is contractually allocated to Acadian LLC employees as a bonus pool, typically representing a percentage of earnings before variable compensation, which is measured as revenues less fixed compensation and benefits and other operating and administrative expenses. Profits after variable compensation are shared between us and Acadian LLC key employee equity holders according to our respective equity or profit interests ownership. The sharing of profits in this manner ensures that the economic interests of Acadian LLC key employees and ours are aligned, both in terms of generating strong annual earnings as well as investing those earnings back into the business in order to generate growth over the long term. We view profit sharing as an attractive operating model, as it allows us to share in the benefits of operating leverage as the business grows, and ensures all equity and profit interests holders are incentivized to achieve that growth. Equity or profit interests owned by Acadian LLC key employees are awarded as part of their variable compensation arrangement. Over time, Acadian LLC key employee-owned equity or profit interests are recycled from one generation of employee-owners to the next, either by the next generation purchasing equity or profit interests directly from retiring principals, or by key employees forgoing cash bonuses in exchange for the equivalent value in Acadian LLC equity or profit interests. The recycling of equity or profit interests is often facilitated by Hold Co; see “—U.S. GAAP Results of Operations—U.S. GAAP Expenses— Compensation and Benefits Expense” for a further discussion. Employee equity is valued at a fixed multiple of profits, so employees have transparency into both their earning potential in any year from the bonus pool and share of profits, as well as the current value of their equity and the long-term potential to realize value from its growth. In this structure, key employees who are managing the business have incentives to manage for profit, but also to manage the business prudently, in the interest of their clients, and invest for growth, since they will benefit over the long term as both employees and equity holders. In this way, key employees are aligned with the public stockholders to generate profits and growth over time. 32 How We Measure Performance We manage our business based on one segment, reflecting how our management assesses the performance of our business. In measuring and monitoring the key components of our earnings, our management uses a non-GAAP financial measure, ENI, to evaluate the financial performance of, and to make operational decisions for, our business. We also use ENI to make resource allocation decisions, determine appropriate levels of investment or dividend payout, manage balance sheet leverage, determine variable compensation and Acadian LLC equity distributions, and incentivize management. It is an important measure in evaluating our financial performance because we believe it most accurately represents our operating performance and cash generation capability. ENI differs from net income determined in accordance with U.S. GAAP as a result of both the reclassification of certain income statement items and the exclusion of certain non-cash or non-recurring income statement items. In particular, ENI excludes non-cash charges representing the changes in the value of Acadian LLC equity and profit interests held by key employees, the results of discontinued operations which are no longer part of our business, restructuring costs, capital transaction costs, seed capital and co-investment gains, losses and related financing costs, and that portion of consolidated Funds which are not attributable to our stockholders. ENI revenue is primarily comprised of the fee revenues paid to us by our clients for our advisory services. Revenue included within ENI differs from U.S. GAAP revenue in that it excludes amounts from consolidated Funds which are not attributable to our stockholders. ENI expenses are calculated to reflect all usual expenses from ongoing continuing operations attributable to our stockholders. Expenses included within ENI differ from U.S. GAAP expenses in that they exclude amounts from consolidated Funds which are not attributable to our stockholders, revaluations of Acadian LLC key employee owned equity and profit interests, amortization and impairment of acquired intangibles and other acquisition-related items, and certain other non-cash expenses. “Non-controlling interests” is a concept under U.S. GAAP that identifies net components of revenues and expenses that are not attributable to our stockholders. For example, the portion of the net income (loss) of any consolidated Fund that is attributable to the outside investors or clients of the consolidated Fund is included in “Non-controlling interests” in our Consolidated Financial Statements. Conversely, “controlling interests” is the portion of revenue or expense that is attributable to our stockholders. For a more detailed discussion of the differences between U.S. GAAP net income and economic net income, see “—Non-GAAP Supplemental Performance Measure — Economic Net Income and Segment Analysis.” 33 Summary Results of Operations The following table summarizes our results of operations for the years ended December 31, 2024, 2023 and 2022: Years ended December 31, Increase (Decrease) ($ in millions, unless otherwise noted) 2024 2023 2022 2024 vs. 2023 2023 vs. 2022 U.S. GAAP Basis Revenue $ 505.6 $ 426.6 $ 417.2 $ 79.0 $ 9.4 Pre-tax income attributable to controlling interests 123.9 95.2 144.8 28.7 (49.6) Net income attributable to controlling interests 85.0 65.8 100.6 19.2 (34.8) U.S. GAAP operating margin 27 % 25 % 40 % 195 bps (1540) bps Earnings per share, basic ($) $ 2.25 $ 1.59 $ 2.39 $ 0.66 $ (0.80) Earnings per share, diluted ($) 2.22 1.55 2.33 $ 0.67 $ (0.78) Basic shares outstanding (in millions) 37.8 41.5 42.1 (3.7) (0.6) Diluted shares outstanding (in millions) 38.3 42.5 43.2 (4.2) (0.7) Economic Net Income Basis (Non-GAAP measure used by management) ENI revenue $ 502.5 $ 423.6 $ 416.8 $ 78.9 $ 6.8 Pre-tax economic net income 146.2 103.4 112.0 42.8 (8.6) ENI operating margin 33 % 28 % 32 % 499 bps (385) bps Adjusted EBITDA $ 177.1 $ 133.8 $ 150.1 $ 43.3 $ (16.3) Economic net income 105.8 75.7 81.6 30.1 (5.9) ENI diluted EPS ($) $ 2.76 $ 1.78 $ 1.89 $ 0.98 $ (0.11) Other Operational Information Assets under management (AUM) excluding discontinued operations at year end (in billions) $ 117.3 $ 103.7 $ 93.6 $ 13.6 $ 10.1 Net client cash flows (in billions) 1.8 (2.3) (3.1) 4.1 0.8 (1) U.S. GAAP operating margin equals operating income divided by total revenue. (2) Economic net income is a non-GAAP measure we use to evaluate the performance of our business. For a reconciliation to U.S. GAAP financial information and a further discussion of economic net income refer to “—Non-GAAP Supplemental Performance Measure—Economic Net Income and Segment Analysis.” (3) Excludes severance-related items of $(1.0) million, costs associated with the transfer of an insurance policy from our former parent of $1.3 million, and costs associated with the wind-down of the MACS business in the standalone format of $1.3 million for the year ended December 31, 2024. Excludes severance costs of $7.3 million, legal-related restructuring costs at the Hold Co of $0.9 million, and costs associated with the transfer of an insurance policy from our former parent of $1.3 million for the year ended December 31, 2023. Excludes restructuring costs of $0.1 million and costs associated with the transfer of an insurance policy from our former parent of $1.2 million for the year ended December 31, 2022. (4) ENI revenue is the ENI measure which corresponds to U.S. GAAP revenue. (5) Pre-tax economic net income is the ENI measure which corresponds to U.S. GAAP pre-tax income attributable to controlling interests. (6) ENI operating margin is a non-GAAP efficiency measure, calculated based on ENI operating earnings divided by ENI revenue. ENI operating earnings is calculated as ENI revenue, less ENI operating expense, less ENI variable compensation. The ENI operating margin is most directly comparable to our U.S. GAAP operating margin (excluding the effect of consolidated Funds). (1) (2)(3) (4) (5) (6) (7) 34 (7) Economic net income is the non-GAAP measure which is most directly comparable to U.S. GAAP net income attributable to controlling interests. Assets Under Management Our total assets under management as of December 31, 2024 were $117.3 billion. The following table presents our assets under management as of each of the dates indicated: ($ in billions) December 31, 2024 December 31, 2023 December 31, 2022 Acadian LLC $ 117.3 $ 103.7 $ 93.6 Our strategies include: i. Developed Markets, which includes U.S., global and international strategies; and ii. Developing Markets, which includes investments in the emerging and frontier markets. The following table presents our assets under management by strategy as of each of the dates indicated: ($ in billions) December 31, 2024 December 31, 2023 December 31, 2022 Developed Markets $ 91.0 $ 80.7 $ 73.2 Developing Markets 26.3 23.0 20.4 Total assets under management $ 117.3 $ 103.7 $ 93.6 The following table shows assets under management by client type as of each of the dates indicated: ($ in billions) December 31, 2024 December 31, 2023 December 31, 2022 AUM % of total AUM % of total AUM % of total Public/Government $ 50.7 43.2 % $ 43.7 42.1 % $ 39.3 42.0 % Commingled Trust/UCITS 28.0 23.9 % 25.2 24.3 % 21.7 23.2 % Corporate/Union 15.7 13.4 % 12.0 11.6 % 13.1 14.0 % Sub-advisory 10.9 9.3 % 12.8 12.3 % 11.8 12.6 % Endowment/Foundation 3.5 3.0 % 3.4 3.3 % 3.1 3.3 % Other 8.5 7.2 % 6.6 6.4 % 4.6 4.9 % Total assets under management $ 117.3 $ 103.7 $ 93.6 The following table shows assets under management by client location as of each of the dates indicated: ($ in billions) December 31, 2024 December 31, 2023 December 31, 2022 AUM % of total AUM % of total AUM % of total U.S. $ 75.3 64.2 % $ 69.9 67.4 % $ 62.7 67.0 % Europe 15.9 13.6 % 16.6 16.0 % 16.3 17.4 % Asia 9.5 8.1 % 4.4 4.2 % 3.2 3.4 % Australia 8.6 7.3 % 6.5 6.3 % 5.6 6.0 % Other 8.0 6.8 % 6.3 6.1 % 5.8 6.2 % Total assets under management $ 117.3 $ 103.7 $ 93.6 35 AUM flows Net client cash flows for all periods include reinvested income and distributions. Reinvested income and distributions represent investment yield that is reinvested back into the portfolios as opposed to distributed as cash. The following table summarizes our asset flows and market appreciation (depreciation) by segment for each of the periods indicated: ($ in billions, unless otherwise noted) Years ended December 31, 2024 2023 2022 Quant & Solutions Beginning balance $ 103.7 $ 93.6 $ 117.2 Gross inflows 21.2 9.3 11.1 Gross outflows (22.7) (15.2) (18.0) Reinvested income and distributions 3.3 3.6 3.8 Net flows 1.8 (2.3) (3.1) Market appreciation (depreciation) 11.8 12.4 (20.5) Ending balance $ 117.3 $ 103.7 $ 93.6 Average AUM $ 112.3 $ 98.4 $ 98.7 We also analyze our asset flows by client type and client location. Our client types include: i. Sub-advisory, which includes assets managed for underlying mutual fund and variable insurance products which are sponsored by insurance companies and mutual fund platforms, where the end client is typically retail; ii. Institutional, which includes assets managed for public/government pension funds, including U.S. state and local government funds and non-U.S. sovereign wealth, local government and national pension funds; also includes corporate and union-sponsored pension plans; and iii. Retail/other, which includes assets managed for mutual funds sponsored by Acadian LLC, defined contribution plans and accounts managed for high net worth clients. 36 The following table summarizes our asset flows by client type for each of the periods indicated: ($ in billions) Years ended December 31, 2024 2023 2022 Sub-advisory Beginning balance $ 12.8 $ 11.8 $ 14.1 Gross inflows 1.5 1.5 1.3 Gross outflows (5.0) (2.1) (1.8) Reinvested income and distributions 0.4 0.5 0.5 Net flows (3.1) (0.1) — Market appreciation (depreciation) 1.2 1.1 (2.3) Ending balance $ 10.9 $ 12.8 $ 11.8 Institutional Beginning balance $ 84.3 $ 77.2 $ 97.8 Gross inflows 17.9 6.3 8.3 Gross outflows (16.3) (12.5) (15.1) Reinvested income and distributions 2.7 2.9 3.1 Net flows 4.3 (3.3) (3.7) Market appreciation (depreciation) 9.3 10.4 (16.9) Ending balance $ 97.9 $ 84.3 $ 77.2 Retail / Other Beginning balance $ 6.6 $ 4.6 $ 5.3 Gross inflows 1.8 1.5 1.5 Gross outflows (1.4) (0.6) (1.1) Reinvested income and distributions 0.2 0.2 0.2 Net flows 0.6 1.1 0.6 Market appreciation (depreciation) 1.3 0.9 (1.3) Ending balance $ 8.5 $ 6.6 $ 4.6 Total Beginning balance $ 103.7 $ 93.6 $ 117.2 Gross inflows 21.2 9.3 11.1 Gross outflows (22.7) (15.2) (18.0) Reinvested income and distributions 3.3 3.6 3.8 Net flows 1.8 (2.3) (3.1) Market appreciation (depreciation) 11.8 12.4 (20.5) Ending balance $ 117.3 $ 103.7 $ 93.6 37 Our categorization of assets under management by client location includes: i. U.S.-based clients, where the contracting client is based in the United States, and ii. Non-U.S.-based clients, where the contracting client is based outside the United States. The following table summarizes asset flows by client location for each of the periods indicated: ($ in billions) Years ended December 31, 2024 2023 2022 U.S. Beginning balance $ 69.9 $ 62.7 $ 77.1 Gross inflows 8.6 5.4 6.0 Gross outflows (13.2) (9.1) (9.0) Reinvested income and distributions 2.1 2.4 2.6 Net flows (2.5) (1.3) (0.4) Market appreciation (depreciation) 7.9 8.5 (14.0) Ending balance $ 75.3 $ 69.9 $ 62.7 Non-U.S. Beginning balance $ 33.8 $ 30.9 $ 40.1 Gross inflows 12.6 3.9 5.1 Gross outflows (9.5) (6.1) (9.0) Reinvested income and distributions 1.2 1.2 1.2 Net flows 4.3 (1.0) (2.7) Market appreciation (depreciation) 3.9 3.9 (6.5) Ending balance $ 42.0 $ 33.8 $ 30.9 Total Beginning balance $ 103.7 $ 93.6 $ 117.2 Gross inflows 21.2 9.3 11.1 Gross outflows (22.7) (15.2) (18.0) Reinvested income and distributions 3.3 3.6 3.8 Net flows 1.8 (2.3) (3.1) Market appreciation (depreciation) 11.8 12.4 (20.5) Ending balance $ 117.3 $ 103.7 $ 93.6 At December 31, 2024, our total assets under management were $117.3 billion, an increase of $13.6 billion or 13.1%, compared to $103.7 billion at December 31, 2023. The assets under management at December 31, 2023 represented an increase of $10.1 billion or 10.8% compared to $93.6 billion at December 31, 2022. The change in assets under management during the year ended December 31, 2024 reflects net market appreciation of $11.8 billion and net flows of $1.8 billion, including reinvested income and distributions of $3.3 billion. The change in assets under management during the year ended December 31, 2023 reflects net market appreciation of $12.4 billion and net flows of $(2.3) billion, including reinvested income and distributions of $3.6 billion. The change in assets under management during the year ended December 31, 2022 reflects net market depreciation of $(20.5) billion and net flows of $(3.1) billion, including reinvested income and distributions of $3.8 billion. 38 For the year ended December 31, 2024, our net inflows were $1.8 billion compared to net outflows of $(2.3) billion for the year ended December 31, 2023 and net outflows of $(3.1) billion for the year ended December 31, 2022. The change in net flows for the year ended December 31, 2024 was primarily driven by gross sales, which increased to $21.2 billion for the year ended December 31, 2024. The change in net flows for the year ended December 31, 2023 was primarily due to lower outflows in certain strategies, partly as a result of client-driven asset re-allocations. The change in net flows for the year ended December 31, 2022 was primarily due to lower outflows in certain strategies, partly as the result of improved relative investment performance in the year ended December 31, 2022. Reinvested income and distributions of $3.3 billion, $3.6 billion, and $3.8 billion are reflected in the net flows for the years ended December 31, 2024, 2023 and 2022, respectively. 39 U.S. GAAP Results of Operations For the Years Ended December 31, 2024, 2023 and 2022 Our U.S. GAAP results of operations were as follows for the years ended December 31, 2024, 2023 and 2022. Years ended December 31, Increase (Decrease) ($ in millions unless otherwise noted) 2024 2023 2022 2024 vs. 2023 2023 vs. 2022 U.S. GAAP Consolidated Statements of Operations Management fees $ 431.1 $ 373.2 $ 367.4 $ 57.9 $ 5.8 Performance fees 71.4 50.4 49.4 21.0 1.0 Consolidated Funds’ revenue 3.1 3.0 0.4 0.1 2.6 Total revenue 505.6 426.6 417.2 79.0 9.4 Compensation and benefits 265.5 217.9 159.2 47.6 58.7 General and administrative expense 85.2 82.6 71.1 2.6 11.5 Amortization of acquired intangibles — — 0.1 — (0.1) Depreciation and amortization 18.5 17.3 18.5 1.2 (1.2) Consolidated Funds’ expense 0.9 2.8 0.4 (1.9) 2.4 Total operating expenses 370.1 320.6 249.3 49.5 71.3 Operating income 135.5 106.0 167.9 29.5 (61.9) Investment income (loss) 2.2 (0.1) 0.2 2.3 (0.3) Interest income 3.5 6.1 0.8 (2.6) 5.3 Interest expense (19.4) (19.6) (20.5) 0.2 0.9 Loss on extinguishment of debt — — (3.2) — 3.2 Net consolidated Funds’ investment gains (losses) 3.9 4.1 (0.4) (0.2) 4.5 Income before taxes 125.7 96.5 144.8 29.2 (48.3) Income tax expense 38.9 29.4 44.2 9.5 (14.8) Net income 86.8 67.1 100.6 19.7 (33.5) Net income attributable to non-controlling interests in consolidated Funds 1.8 1.3 — 0.5 1.3 Net income attributable to controlling interests $ 85.0 $ 65.8 $ 100.6 $ 19.2 $ (34.8) Basic earnings per share ($) $ 2.25 $ 1.59 $ 2.39 $ 0.66 $ (0.80) Diluted earnings per share ($) 2.22 1.55 2.33 0.67 (0.78) Weighted average shares of common stock outstanding— basic 37.8 41.5 42.1 (3.7) (0.6) Weighted average shares of common stock outstanding— diluted 38.3 42.5 43.2 (4.2) (0.7) U.S. GAAP operating margin 27 % 25 % 40 % 195 bps (1540) bps (1) Certain Funds have been consolidated due to our seed capital investments in the Funds. (2) U.S. GAAP operating margin equals operating income divided by total revenue. (1) (2) 40 The following table reconciles our net income attributable to controlling interests to our pre-tax income from attributable to controlling interests: Years ended December 31, ($ in millions) 2024 2023 2022 U.S. GAAP Consolidated Statements of Operations Net income attributable to controlling interests $ 85.0 $ 65.8 $ 100.6 Add: Income tax expense 38.9 29.4 44.2 Pre-tax income attributable to controlling interests $ 123.9 $ 95.2 $ 144.8 U.S. GAAP Revenues Our U.S. GAAP revenues principally consist of: i. management fees earned based on our overall weighted average fee rate charged to our clients and the level of assets under management; ii. performance fees earned when our investment performance over agreed time periods for certain clients has differed from pre-determined hurdles; and iii. revenue from consolidated Funds, a portion of which is attributable to the holders of non-controlling interests in consolidated Funds. Management Fees Our management fees are a function of the fee rates charged to our clients, which are typically expressed in basis points, and the levels of our assets under management. Average basis points earned on average assets under management were 38.4 bps for the year ended December 31, 2024, 37.9 bps for the year ended December 31, 2023 and 37.2 bps for the year ended December 31, 2022. The greatest driver of increases or decreases in the average fee rate are changes in the mix of our assets under management caused by net inflows or outflows in certain asset classes, and disproportionate market movements. Year ended December 31, 2024 compared to year ended December 31, 2023: Management fees increased $57.9 million, or 15.5%, from $373.2 million for the year ended December 31, 2023 to $431.1 million for the year ended December 31, 2024. The increase was mainly driven by higher levels of average assets under management and an improvement in blended average basis points on assets under management, due to fee rates on inflows being higher than fee rates on outflows in the years ended December 31, 2024 and 2023. Average assets under management increased 14.1%, from $98.4 billion for the year ended December 31, 2023 compared to $112.3 billion for the year ended December 31, 2024, mainly due to the positive equity market in the year ended December 31, 2024. Year ended December 31, 2023 compared to year ended December 31, 2022: Management fees increased $5.8 million, or 1.6%, from $367.4 million for the year ended December 31, 2022 to $373.2 million for the year ended December 31, 2023. The increase was primarily due to an improvement in blended average basis points on assets under management, due to fee rates on inflows being higher than fee rates on outflows in 2022 and 2023. Average assets under management decreased (0.3)%, from $98.7 billion for the year ended December 31, 2022 to $98.4 billion for the year ended December 31, 2023, mainly due to large equity market declines in 2022 that reduced the beginning of 2023 assets under management to $93.6 billion. 41 Performance Fees Approximately $20 billion, or 17% of our AUM at December 31, 2024, were in accounts with performance fee features in which we participate. Performance fees are typically shared with key employees through various contractual compensation and profit-sharing arrangements. Year ended December 31, 2024 compared to year ended December 31, 2023: Performance fees increased $21.0 million, or 41.7%, from $50.4 million for the year ended December 31, 2023 to $71.4 million for the year ended December 31, 2024, primarily due to strong performance relative to benchmarks in certain strategies. Performance fees are variable and are contractually triggered based on investment performance results over agreed upon time periods. Year ended December 31, 2023 compared to year ended December 31, 2022: Performance fees increased $1.0 million, or 2.0%, from $49.4 million for the year ended December 31, 2022 to $50.4 million for the year ended December 31, 2023, primarily due to strong performance relative to benchmarks in certain strategies. Performance fees are variable and are contractually triggered based on investment performance results over agreed upon time periods. U.S. GAAP Expenses Our U.S. GAAP expenses principally consist of: i. compensation paid to our investment professionals and other employees, including base salary, benefits, sales-based compensation, variable compensation, Acadian LLC key employee distributions, and revaluation of key employee-owned Acadian LLC equity and profit interests; ii. general and administrative expenses; iii. amortization of acquired intangible assets; iv. depreciation and amortization charges; and v. expenses of consolidated Funds, a portion of which is attributable to the holders of non-controlling interests in consolidated Funds. Compensation and Benefits Expense Our most significant category of expense is compensation and benefits awarded to our employees. The following table presents the components of U.S. GAAP compensation expense for the years ended December 31, 2024, 2023 and 2022: Years ended December 31, ($ in millions) 2024 2023 2022 Fixed compensation and benefits $ 97.8 $ 93.1 $ 86.1 Sales-based compensation 12.1 7.6 7.7 Variable compensation 122.7 112.2 100.3 Acadian LLC key employee distributions 9.7 5.1 5.1 Non-cash Acadian LLC key employee equity revaluations 23.2 (0.1) (40.0) Total U.S. GAAP compensation and benefits expense $ 265.5 $ 217.9 $ 159.2 (1) Fixed compensation and benefits includes base salaries, payroll taxes and the cost of benefit programs provided. (1) (2) (3) (4) (5) 42 (2) Sales-based compensation is paid to our sales and distribution teams and represents compensation earned by our sales professionals, paid over a multi- year period, related to revenue earned on new sales. Its variability is based upon the structure of sales-based compensation due on inflows of assets under management and market-based movement in both current and prior periods. (3) Variable compensation includes the portion of earnings that is contractually allocated to Acadian LLC employees as a bonus pool, plus Hold Co bonuses. Variable compensation may be paid in the form of cash or non-cash equity or profit interests awards. We have a contractual split of performance fees between Acadian LLC employees and AAMI. Acadian LLC’s share of performance fees, which ranges between 60%-75% of the total, is allocated entirely to variable compensation. The variable compensation earned on performance fees vests over three-years and compensation expense is recognized over that service period. Hold Co variable compensation includes cash and our equity. Non-cash variable compensation awards typically vest over several years and are recognized as compensation expense over that service period. Years ended December 31, ($ in millions) 2024 2023 2022 Cash variable compensation $ 115.8 $ 105.9 $ 90.8 Non-cash equity-based award amortization 6.9 6.3 9.5 Total variable compensation $ 122.7 $ 112.2 $ 100.3 (a) For the year ended December 31, 2024, $122.8 million of variable compensation expense (of the $122.7 million above) is included within economic net income, which excludes the variable compensation associated with restructuring of $(1.0) million and costs associated with the wind-down of the MACS business in the standalone format of $0.9 million. For the year ended December 31, 2023, $104.9 million of variable compensation expense (of the $112.2 million above) is included within economic net income, which excludes the variable compensation associated with restructuring of $7.3 million. For the year ended December 31, 2022, $100.3 million of variable compensation expense (of the $100.3 million above) is included within economic net income. (4) Acadian LLC key employee distributions represent the share of Acadian LLC profits after variable compensation that is attributable to key employee equity and profit interests holders, according to their ownership interests. Acadian LLC key employee distribution ratio is calculated as Acadian LLC key employee distributions divided by ENI operating earnings. Within Acadian LLC we have a tiered equity structure, where AAMI and other classes of employee equity holders are entitled to an initial proportionate preference over profits after variable compensation, structured such that before a preference threshold is reached, there would be no required key employee distributions to the tiered equity holders, whereas for profits above the threshold, the key employee distribution amount to the tiered equity holders would be calculated based on the tiered key employee ownership percentages. (5) Non-cash Acadian LLC key employee equity revaluations represent changes in the value of Acadian LLC equity and profit interests held by key employees. These ownership interests may in certain circumstances be repurchased by Hold Co at a value based on a pre-determined fixed multiple of twelve-month earnings and as such a liability is carried on our balance sheet based on the expected cash to be paid. However, any equity or profit interests repurchased by Hold Co can be used to fund a portion of future variable compensation awards, resulting in savings in cash variable compensation that offset the negative cash effect of repurchasing the equity. The Acadian LLC equity and profit interest plans have been designed to ensure Hold Co is not required to repurchase more equity than we can reasonably recycle through variable compensation awards in any given twelve- month period. (a) 43 Fluctuations in compensation and benefits expense for the periods presented are discussed below. Year ended December 31, 2024 compared to year ended December 31, 2023: Compensation and benefits expense increased $47.6 million, or 21.8%, from $217.9 million for the year ended December 31, 2023 to $265.5 million for the year ended December 31, 2024. Fixed compensation and benefits increased $4.7 million, or 5.0%, from $93.1 million for the year ended December 31, 2023 to $97.8 million for the year ended December 31, 2024, primarily reflecting the cost of new hires supporting our growth initiatives and cost of living increases, partially offset by cost savings realized from restructuring at Acadian LLC in late 2023. Variable compensation increased $10.5 million, or 9.4%, from $112.2 million for the year ended December 31, 2023 to $122.7 million for the year ended December 31, 2024. The increase was primarily attributable to higher pre-bonus profits in the year ended December 31, 2024, partially offset by lower restructuring expenses in the current year. Sales-based compensation increased $4.5 million, or 59.2%, from $7.6 million for the year ended December 31, 2023 to $12.1 million for the year ended December 31, 2024, driven by higher gross sales in the current year. Acadian LLC key employee distributions increased $4.6 million, or 90.2%, from $5.1 million for the year ended December 31, 2023 to $9.7 million for the year ended December 31, 2024. Acadian LLC key employee distributions for certain tiers of equity are calculated after an earnings threshold is met, whereby no distributions are made to these equity holders when earnings are below the threshold. The change in Acadian LLC key employee distributions during the current period is driven by higher operating earnings in the current period and the leveraged nature of this distribution share. Revaluations of Acadian LLC key employee equity changed by $23.3 million in 2024, reflecting revaluations of key employee ownership interests at Acadian LLC, as the value of the equity plan liability decreased $(0.1) million for the year ended December 31, 2023, and increased $23.2 million for the year ended December 31, 2024. For certain tiers of Acadian LLC equity, revaluations are calculated based on earnings above a threshold. The change in the revaluation in the current period is driven by higher earnings period over period, including earnings over the threshold for certain Acadian LLC equity. Year ended December 31, 2023 compared to year ended December 31, 2022: Compensation and benefits expense increased $58.7 million, or 36.9%, from $159.2 million for the year ended December 31, 2022 to $217.9 million for the year ended December 31, 2023. Fixed compensation and benefits increased $7.0 million, or 8.1%, from $86.1 million for the year ended December 31, 2022 to $93.1 million for the year ended December 31, 2023, primarily reflecting cost of living increases and the new hires to support our growth initiatives. Variable compensation increased $11.9 million, or 11.9%, from $100.3 million for the year ended December 31, 2022 to $112.2 million for the year ended December 31, 2023. The increase was primarily attributable to severance-related costs in the year ended December 31, 2023 and the inclusion of deferred compensation expense earned on current and prior year performance fee revenues, of which Acadian LLC’s share is determined by a contractual split and recognized as compensation expense over a vesting period. Sales-based compensation decreased $(0.1) million, or (1.3)%, from $7.7 million for the years ended December 31, 2022 to $7.6 million for the year ended December 31, 2023 as a result of the structure of sales-based compensation programs, driven by the timing of asset inflows which trigger sales-based compensation in both current and prior periods. Acadian LLC key employee distributions were unchanged at $5.1 million for the year ended December 31, 2023 and 2022, respectively. Revaluations of Acadian LLC key employee equity changed by $39.9 million in 2023, reflecting revaluations of key employee ownership interests at Acadian LLC, as the value of the equity plan liability decreased $(40.0) million for the year ended December 31, 2022, and decreased $(0.1) million for the year ended December 31, 2023. The changes in value year over year reflect changes in earnings, as well as changes in inputs used in the valuation model, including market risk assumptions and discount rates. 44 General and Administrative Expense Year ended December 31, 2024 compared to year ended December 31, 2023: General and administrative expense increased $2.6 million, or 3.1%, from $82.6 million for the year ended December 31, 2023 to $85.2 million for the year ended December 31, 2024. The increase was primarily due to higher systems, outside services and portfolio administrative costs, our continued investment in growth initiatives and capabilities, partially offset by lower consultant costs. Year ended December 31, 2023 compared to year ended December 31, 2022: General and administrative expense increased $11.5 million, or 16.2%, from $71.1 million for the year ended December 31, 2022 to $82.6 million for the year ended December 31, 2023. The increase was primarily due to higher systems, consultant and portfolio costs, as well as the impact of inflation and changes in foreign currency. Amortization of Acquired Intangibles Expense Year ended December 31, 2024 compared to year ended December 31, 2023: There was no amortization of acquired intangibles expense for the years ended December 31, 2024 and 2023. Year ended December 31, 2023 compared to year ended December 31, 2022: Amortization of acquired intangibles expense was $0.1 million for the year ended December 31, 2022. There was no amortization of acquired intangibles expense for the year ended December 31, 2023. This account reflects the amortization of intangible assets acquired in previous periods. Depreciation and Amortization Expense Year ended December 31, 2024 compared to year ended December 31, 2023: Depreciation and amortization expense increased $1.2 million, or 6.9%, from $17.3 million for the year ended December 31, 2023 to $18.5 million for the year ended December 31, 2024. The increase was primarily attributable to additional software and technology investments in the business. Year ended December 31, 2023 compared to year ended December 31, 2022: Depreciation and amortization expense decreased $(1.2) million, or (6.5)%, from $18.5 million for the year ended December 31, 2022 to $17.3 million for the year ended December 31, 2023. The decrease was primarily attributable to the effect of certain assets becoming fully depreciated. U.S. GAAP Other Non-Operating Items of Income and Expense Other non-operating items of income and expense consist of: i. investment income (loss); ii. interest income; iii. interest expense; and iv. loss on extinguishment of debt 45 Investment Income (loss) Year ended December 31, 2024 compared to year ended December 31, 2023: Investment income increased $2.3 million, from $(0.1) million for the year ended December 31, 2023 to $2.2 million for the year ended December 31, 2024, reflecting an increase in returns generated by seed capital investments due to market appreciation in the year ended December 31, 2024. Year ended December 31, 2023 compared to year ended December 31, 2022: Investment income (loss) changed $(0.3) million, from $0.2 million for the year ended December 31, 2022 to $(0.1) million for the year ended December 31, 2023. The decrease is due to a decrease in returns generated by seed capital investments in the year ended December 31, 2023. Interest Income Year ended December 31, 2024 compared to year ended December 31, 2023: Interest income decreased $(2.6) million, from $6.1 million for the year ended December 31, 2023 to $3.5 million for the year ended December 31, 2024. The decrease was due to lower average cash balances and decreases in short-term investment returns in the year ended December 31, 2024. Year ended December 31, 2023 compared to year ended December 31, 2022: Interest income increased $5.3 million, from $0.8 million for the year ended December 31, 2022 to $6.1 million for the year ended December 31, 2023. The increase was due to higher average cash balances and an increase in short-term investment returns in 2023. Interest Expense Year ended December 31, 2024 compared to year ended December 31, 2023: Interest expense decreased $0.2 million, or 1.0%, from $19.6 million for the year ended December 31, 2023 to $19.4 million for the year ended December 31, 2024, reflecting lower interest rates in the current year, partially offset by higher balances drawn on the revolving credit facility in the year ended December 31, 2024. Year ended December 31, 2023 compared to year ended December 31, 2022: Interest expense decreased $0.9 million, or 4.4%, from $20.5 million for the year ended December 31, 2022 to $19.6 million for the year ended December 31, 2023, primarily due to the $1.3 million of additional interest expense incurred for the year ended December 31, 2023 related to the amortization of the cash flow hedge associated with the $125 million aggregate principal amount outstanding of our 5.125% Senior Notes due August 1, 2031 that we redeemed in January 2022. Loss on Extinguishment of Debt Year ended December 31, 2024 compared to year ended December 31, 2023: There was no loss on extinguishment of debt for the years ended December 31, 2024 and 2023. Year ended December 31, 2023 compared to year ended December 31, 2022: There was no loss on extinguishment of debt for the year ended December 31, 2023. Loss on extinguishment of debt was $3.2 million for the year ended December 31, 2022 as a result of the full redemption of the $125 million aggregate principal amount outstanding of our 5.125% Senior Notes due August 1, 2031 that we redeemed in January 2022. 46 U.S. GAAP Income Tax Expense Our effective tax rate has been impacted by state and local tax obligations, changes in liabilities for uncertain tax positions, tax effects of stock-based compensation, limitations on executive compensation, and the mix of income earned in the United States versus foreign jurisdictions. Our effective tax rate could be impacted in the future by these items as well as further changes in tax laws and regulations in jurisdictions in which we operate. Year ended December 31, 2024 compared to year ended December 31, 2023: Income tax expense increased $9.5 million, from $29.4 million for the year ended December 31, 2023 to $38.9 million for the year ended December 31, 2024. The increase in income tax expense is primarily related to the increase in pre-tax income from controlling interests for the year ended December 31, 2024. Year ended December 31, 2023 compared to year ended December 31, 2022: Income tax expense decreased $(14.8) million, from $44.2 million for the year ended December 31, 2022 to $29.4 million for the year ended December 31, 2023. The decrease in income tax expense is primarily related to the decrease in pre-tax income from controlling interests for the year ended December 31, 2023. U.S. GAAP Consolidated Funds The net income or loss of all consolidated Funds, excluding any income or loss attributable to seed capital or co-investments we make in the Funds, is included in non-controlling interests in our Consolidated Financial Statements and is not included in net income attributable to controlling interests or in management fees. Year ended December 31, 2024 compared to year ended December 31, 2023: Consolidated Funds’ revenue increased $0.1 million, from $3.0 million for the year ended December 31, 2023 to $3.1 million for the year ended December 31, 2024. Consolidated Funds’ expense decreased $(1.9) million, from $2.8 million for the year ended December 31, 2023 to $0.9 million for the year ended December 31, 2024. These movements relate to the underlying activity of our consolidated Funds. Year ended December 31, 2023 compared to year ended December 31, 2022: Consolidated Funds’ revenue increased $2.6 million from $0.4 for the year ended December 31, 2022 to $3.0 million for the year ended December 31, 2023. Consolidated Funds’ expense increased $2.4 million from $0.4 million for the year ended December 31, 2022 to $2.8 million for the year ended December 31, 2023. The increase in Consolidated Funds’ revenue and increase in Consolidated Funds’ expense is due to changes in the population of Consolidated Funds during the year ended December 31, 2023. 47 Key U.S. GAAP Operating Metrics The following table shows our key U.S. GAAP operating metrics for the years ended December 31, 2024, 2023 and 2022. The second, third and fourth metrics below have each been adjusted to eliminate the effect of consolidated Funds to more accurately reflect the economics of our Company. Years ended December 31, ($ in millions) 2024 2023 2022 Numerator: Operating income $ 135.5 $ 106.0 $ 167.9 Denominator: Total revenue $ 505.6 $ 426.6 $ 417.2 U.S. GAAP operating margin 26.8 % 24.8 % 40.2 % Numerator: Total operating expenses $ 369.2 $ 317.8 $ 248.9 Denominator: Management fee revenue $ 431.1 $ 373.2 $ 367.4 U.S. GAAP operating expense / management fee revenue 85.6 % 85.2 % 67.7 % Numerator: Variable compensation $ 122.7 $ 112.2 $ 100.3 Denominator: Operating income before variable compensation and Acadian LLC key employee distributions $ 265.7 $ 223.1 $ 273.3 U.S. GAAP variable compensation ratio 46.2 % 50.3 % 36.7 % Numerator: Acadian LLC key employee distributions $ 9.7 $ 5.1 5.1 Denominator: Operating income before Acadian LLC key employee distributions $ 143.0 $ 110.9 $ 173.0 U.S. GAAP Acadian LLC key employee distributions ratio 6.8 % 4.6 % 2.9 % (1) Excluding the effect of Funds’ consolidation in the applicable periods, the U.S. GAAP operating margin would be 26.5% for the year ended December 31, 2024, 25.0% for the year ended December 31, 2023 and 40.3% for the year ended December 31, 2022. (2) Excludes consolidated Funds’ expense of $0.9 million for the year ended December 31, 2024, $2.8 million for the year ended December 31, 2023 and $0.4 million for the year ended December 31, 2022. (3) Excludes the effect of Funds’ consolidation for the years ended December 31, 2024, 2023 and 2022. (4) Excludes consolidated Funds’ revenue of $3.1 million for the year ended December 31, 2024, $3.0 million for the year ended December 31, 2023 and $0.4 million for the year ended December 31, 2022. (1) (2) (3) (2)(4)(5) (3) (2)(4)(5) (3) 48 (5) The following table identifies the components of operating income before variable compensation and Acadian LLC key employee distributions, as well as operating income before Acadian LLC key employee distributions: Years ended December 31, ($ in millions) 2024 2023 2022 Operating income $ 135.5 $ 106.0 $ 167.9 Acadian LLC key employee distributions 9.7 5.1 5.1 Operating (income) loss of consolidated Funds (2.2) (0.2) — Operating income before Acadian LLC key employee distributions $ 143.0 $ 110.9 $ 173.0 Variable compensation 122.7 112.2 100.3 Operating income before variable compensation and Acadian LLC key employee distributions $ 265.7 $ 223.1 $ 273.3 Non-GAAP Supplemental Performance Measure—Economic Net Income and Segment Analysis As supplemental information, we provide a non-GAAP performance measure that we refer to as economic net income, or ENI, which represents our management’s view of the underlying economic earnings generated by us. We define economic net income as ENI revenue less (i) ENI operating expenses, (ii) variable compensation, (iii) key employee distributions, (iv) net interest and (v) taxes, each as further discussed in this section. ENI adjustments to U.S. GAAP include both reclassifications of U.S. GAAP revenue and expense items, as well as adjustments to U.S. GAAP results, primarily to exclude non-cash, non- economic expenses, or to reflect cash benefits not recognized under U.S. GAAP. ENI is an important measure to investors because it is used by us to make resource allocation decisions, determine appropriate levels of investment or dividend payout, manage balance sheet leverage, determine variable compensation and equity distributions, and incentivize management. It is also an important measure because it assists management in evaluating our operating performance and is presented in a way that most closely reflects the key elements of our profit share operating model with Acadian LLC. For a further discussion of how we use ENI and why ENI is useful to investors, see “—Overview—How We Measure Performance.” To calculate economic net income, we re-categorize certain line items on our Consolidated Statements of Operations to reflect the following: • We exclude the effect of Funds’ consolidation by removing the portion of Fund revenues, expenses and investment return which were not attributable to our stockholders. • We include within management fee revenue any fees paid to the Company by consolidated Funds. • We treat sales-based compensation as a general and administrative expense, rather than part of fixed compensation and benefits. • We identify separately from operating expenses variable compensation and Acadian LLC key employee distributions, which represent Acadian LLC earnings shared with key employees. 49 We also make the following adjustments to U.S. GAAP results to more closely reflect our economic results: i. We exclude non-cash expenses representing changes in the value of Acadian LLC equity and profit interests held by key employees. These ownership interests may in certain circumstances be repurchased by Hold Co at a value based on a pre-determined fixed multiple of trailing earnings and as such this value is carried on our balance sheet as a liability. Non-cash movements in the value of this liability are treated as compensation expense under U.S. GAAP. However, any equity or profit interests repurchased by Hold Co can be used to fund a portion of future variable compensation awards, resulting in savings in cash variable compensation that offset the negative cash effect of repurchasing the equity. Our equity and profit interest plans have been designed to ensure Hold Co is never required to repurchase more equity than we can reasonably recycle through variable compensation awards in any given twelve-month period. ii. We exclude non-cash amortization or impairment expenses related to acquired goodwill and other intangibles as these are non-cash charges that do not result in an outflow of tangible economic benefits from the business. iii. We exclude capital transaction costs, including the costs of raising debt or equity, gains or losses realized as a result of redeeming debt or equity and direct incremental costs associated with acquisitions of businesses or assets. iv. We exclude seed capital and co-investment gains, losses, and related financing costs. The net returns on these investments are considered and presented separately from ENI because ENI is primarily a measure of our earnings from managing client assets, which therefore differs from earnings generated by our investments, which can be variable from period to period. v. We include cash tax benefits associated with deductions allowed for acquired intangibles and goodwill that may not be recognized or have timing differences compared to U.S. GAAP. vi. We exclude the results of discontinued operations attributable to controlling interests since they are not part of our ongoing business and restructuring costs incurred in continuing operations. vii. We exclude deferred tax resulting from changes in tax law and expiration of statutes, adjustments for uncertain tax positions, deferred tax attributable to intangible assets and other unusual items not related to current operating results to reflect ENI tax normalization. We also adjust our income tax expense to reflect any tax impact of our ENI adjustments. 50 Reconciliation of U.S. GAAP Net Income to Economic Net Income for the Years Ended December 31, 2024, 2023 and 2022 The following table reconciles U.S. GAAP net income attributable to controlling interests to economic net income for the years ended December 31, 2024, 2023 and 2022: Years ended December 31, ($ in millions) 2024 2023 2022 U.S. GAAP net income attributable to controlling interests $ 85.0 $ 65.8 $ 100.6 Adjustments to reflect the economic earnings of the Company: i. Non-cash key employee-owned equity and profit interest revaluations 23.2 (0.1) (40.0) ii. Goodwill impairment and amortization of acquired intangible assets — — 0.1 iii. Capital transaction costs 0.3 0.3 5.2 iv. Seed/Co-investment (gains) losses and financings (2.8) (1.5) 0.6 v. Tax benefit of goodwill and acquired intangibles deductions 1.5 1.5 1.5 vi. Discontinued operations attributable to controlling interests and restructuring 1.6 9.5 1.3 vii. ENI tax normalization 3.1 2.4 3.3 Tax effect of above adjustments, as applicable (6.1) (2.2) 9.0 Economic net income $ 105.8 $ 75.7 $ 81.6 (1) The net return on seed/co-investment (gains) losses and financings for the years ended December 31, 2024, 2023 and 2022 are shown in the following table. Years ended December 31, ($ in millions) 2024 2023 2022 Seed/Co-investment (gains) losses $ (6.5) $ (2.9) $ 0.2 Financing costs: Seed/Co-investment average balance 57.5 22.1 6.1 Blended interest rate* 6.5 % 6.5 % 6.5 % Financing costs 3.7 1.4 0.4 Net seed/co-investment (gains) losses and financing $ (2.8) $ (1.5) $ 0.6 * The blended rate is based on the weighted average rate of the long-term debt. (2) For the year ended December 31, 2024, includes severance-related items of $(1.0) million, costs associated with the transfer of an insurance policy from our former parent of $1.3 million, and costs associated with the wind-down of the MACS business in the standalone format of $1.3 million. For the year ended December 31, 2023, includes severance costs of $7.3 million, legal-related restructuring costs at the Hold Co of $0.9 million, and costs associated with the transfer of an insurance policy from our former parent of $1.3 million. For the year ended December 31, 2022, includes restructuring costs of $0.1 million and costs associated with the transfer of an insurance policy from our former parent of $1.2 million. (3) Includes adjustments of $(0.3) million, $(0.2) million and $0.2 million to remove the tax benefit (expense) resulting from the change in liabilities for uncertain tax positions recorded during the years ended December 31, 2024, 2023 and 2022, respectively. (4) Reflects the sum of lines (i), (ii), (iii), (iv) and the restructuring portion of line item (vi) multiplied by the 27.3% U.S. statutory tax rate (including state tax). (1) (2) (3) (4) 51 The following table reconciles U.S. GAAP net income per share to economic net income per share for the years ended December 31, 2024, 2023 and 2022: Years ended December 31, ($) 2024 2023 2022 U.S. GAAP net income per share $ 2.22 $ 1.55 $ 2.33 Adjustments to reflect the economic earnings of the Company: i. Non-cash key employee-owned equity and profit interest revaluations 0.61 — (0.92) ii. Goodwill impairment and amortization of acquired intangible assets — — — iii. Capital transaction costs 0.01 0.01 0.12 iv. Seed/Co-investment (gains) losses and financings (0.07) (0.04) 0.01 v. Tax benefit of goodwill and acquired intangibles deductions 0.04 0.04 0.03 vi. Discontinued operations and restructuring 0.03 0.21 0.03 vii. ENI tax normalization 0.08 0.06 0.08 Tax effect of above adjustments (0.16) (0.05) 0.21 Economic net income per share $ 2.76 $ 1.78 $ 1.89 Limitations of Economic Net Income Economic net income is the key measure our management uses to evaluate the financial performance of, and make operational decisions for, our business. Economic net income is not audited and is not a substitute for net income or other performance measures that are derived in accordance with U.S. GAAP. Furthermore, our calculation of economic net income may differ from similarly titled measures provided by other companies. Because the calculation of economic net income excludes certain ongoing expenses, including amortization expense and certain compensation costs, it has certain material limitations and should not be viewed in isolation or as a substitute for U.S. GAAP measures of earnings. ENI Revenues The following table reconciles U.S. GAAP revenue to ENI revenue for the years ended December 31, 2024, 2023 and 2022: Years ended December 31, ($ in millions) 2024 2023 2022 U.S. GAAP Revenue $ 505.6 $ 426.6 $ 417.2 Exclude revenue from consolidated Funds (3.1) (3.0) (0.4) ENI Revenue $ 502.5 $ 423.6 $ 416.8 The following table identifies the components of ENI revenue: Years ended December 31, ($ in millions) 2024 2023 2022 Management fees $ 431.1 $ 373.2 $ 367.4 Performance fees 71.4 50.4 49.4 ENI Revenue $ 502.5 $ 423.6 $ 416.8 (1) ENI management fees correspond to U.S. GAAP management fees. (2) ENI performance fees correspond to U.S. GAAP performance fees. (1) (2) 52 ENI Operating Expenses The largest difference between U.S. GAAP operating expense and ENI operating expense relates to compensation. As shown in the following reconciliation, we exclude the impact of key employee equity revaluations. Variable compensation and Acadian LLC key employee distributions are also segregated out of U.S. GAAP operating expense in order to align with the manner in which these items are contractually calculated. The following table reconciles U.S. GAAP operating expense to ENI operating expense for the years ended December 31, 2024, 2023 and 2022: Years ended December 31, ($ in millions) 2024 2023 2022 U.S. GAAP operating expense $ 370.1 $ 320.6 $ 249.3 Less: items excluded from economic net income Non-cash key employee equity and profit interest revaluations (23.2) 0.1 40.0 Amortization of acquired intangible assets — — (0.1) Capital transaction costs — — — Restructuring costs (1.6) (9.5) (1.3) Funds’ operating expenses (0.9) (2.8) (0.4) Less: items segregated out of U.S. GAAP operating expense Variable compensation (122.8) (104.9) (100.3) Acadian LLC key employee distributions (9.7) (5.1) (5.1) ENI operating expense $ 211.9 $ 198.4 $ 182.1 (1) For the year ended December 31, 2024, includes $(1.0) million of severance-related items, $1.3 million of costs associated with the transfer of an insurance policy from our former parent and $1.3 million of costs associated with the wind-down of the MACS business in the standalone format. For the year ended December 31, 2023, includes $7.3 million of severance costs, $0.9 million of legal-related restructuring costs at the Hold Co and $1.3 million costs associated with the transfer of an insurance policy from our former parent. For the year ended December 31, 2022, includes $0.1 million of restructuring costs and $1.2 million costs associated with the transfer of an insurance policy from our former parent. (2) For the year ended December 31, 2024, excludes $(1.0) million of severance-related items that is included within restructuring costs and $0.9 million of costs associated with the wind-down of the MACS business in the standalone format that is included within restructuring costs. For the year ended December 31, 2023, excludes variable compensation related to severance of $7.3 million that is included within restructuring costs. (1) (2) 53 The following table identifies the components of ENI operating expense: Years ended December 31, ($ in millions) 2024 2023 2022 Fixed compensation & benefits $ 97.8 $ 93.1 $ 86.1 General and administrative expenses 96.0 88.0 77.5 Depreciation and amortization 18.1 17.3 18.5 ENI operating expense $ 211.9 $ 198.4 $ 182.1 (1) Fixed compensation and benefits include base salaries, payroll taxes and the cost of benefit programs provided. The following table reconciles U.S. GAAP compensation and benefits expense to ENI fixed compensation and benefits expense for the years ended December 31, 2024, 2023 and 2022: Years ended December 31, ($ in millions) 2024 2023 2022 Total U.S. GAAP compensation and benefits expense $ 265.5 $ 217.9 $ 159.2 Non-cash key employee equity and profit interest revaluations excluded from ENI (23.2) 0.1 40.0 Sales-based compensation reclassified to ENI general & administrative expenses (12.1) (7.6) (7.7) Acadian LLC key employee distributions (9.7) (5.1) (5.1) Restructuring expenses 0.1 (7.3) — Variable compensation (122.8) (104.9) (100.3) ENI fixed compensation and benefits $ 97.8 $ 93.1 $ 86.1 (a) Reflects $(1.0) million of severance-related items and costs associated with the wind-down of the MACS business in the standalone format of $0.9 million for the year ended December 31, 2024. Reflects $7.3 million of severance-related costs for the year ended December 31, 2023. (2) The following table reconciles U.S. GAAP general and administrative expense to ENI general and administrative expense: Years ended December 31, ($ in millions) 2024 2023 2022 U.S. GAAP general and administrative expense $ 85.2 $ 82.6 $ 71.1 Sales-based compensation 12.1 7.6 7.7 Restructuring costs (1.3) (2.2) (1.3) ENI general and administrative expense $ 96.0 $ 88.0 $ 77.5 (a) Reflects $1.3 million of costs associated with the transfer of an insurance policy from our former parent for the year ended December 31, 2024. Reflects $0.9 million related to restructuring at the Hold Co and $1.3 million of costs associated with the transfer of an insurance policy from our former parent for the year ended December 31, 2023. Reflects $0.1 million related to restructuring and $1.2 million of costs associated with the transfer of an insurance policy from our former parent in the year ended December 31, 2022. (1) (2) (a) (a) 54 Key Non-GAAP Operating Metrics The following table shows our key non-GAAP operating metrics for the years ended December 31, 2024, 2023 and 2022. We present these metrics because they are the measures our management uses to evaluate the profitability of our business and are useful to investors because they represent the key drivers and measures of economic performance within our business model. Please see the footnotes below for an explanation of each ratio, its usefulness in measuring the economics and operating performance of our business, and a reference to the most closely related U.S. GAAP measure: Years ended December 31, ($ in millions) 2024 2023 2022 Numerator: ENI operating earnings $ 167.8 $ 120.3 $ 134.4 Denominator: ENI revenue $ 502.5 $ 423.6 $ 416.8 ENI operating margin 33.4 % 28.4 % 32.2 % Numerator: ENI operating expense $ 211.9 $ 198.4 $ 182.1 Denominator: ENI management fee revenue $ 431.1 $ 373.2 $ 367.4 ENI operating expense ratio 49.2 % 53.2 % 49.6 % Numerator: ENI variable compensation $ 122.8 $ 104.9 $ 100.3 Denominator: ENI earnings before variable compensation $ 290.6 $ 225.2 $ 234.7 ENI variable compensation ratio 42.3 % 46.6 % 42.7 % Numerator: Acadian LLC key employee distributions $ 9.7 $ 5.1 $ 5.1 Denominator: ENI operating earnings $ 167.8 $ 120.3 $ 134.4 ENI Acadian LLC key employee distributions ratio 5.8 % 4.2 % 3.8 % (1) ENI operating earnings represents ENI earnings before Acadian LLC key employee distributions and is calculated as ENI revenue, less ENI operating expense, less ENI variable compensation. It differs from economic net income because it does not include the effects of Acadian LLC key employee distributions, net interest expense or income tax expense. (1) (2) (3) (4) (1)(5) (6) (1) (7) 55 The following table reconciles U.S. GAAP operating income (loss) to ENI operating earnings: Years ended December 31, ($ in millions) 2024 2023 2022 U.S. GAAP operating income $ 135.5 $ 106.0 $ 167.9 Exclude the impact of: Acadian LLC key employee-owned equity and profit interest revaluations 23.2 (0.1) (40.0) Goodwill impairment and the amortization of acquired intangible assets — — 0.1 Capital transaction costs — — — Restructuring costs 1.6 9.5 1.3 Acadian LLC key employee distributions 9.7 5.1 5.1 Variable compensation 122.8 104.9 100.3 Funds’ operating income (2.2) (0.2) — ENI earnings before variable compensation 290.6 225.2 234.7 Less: ENI variable compensation (122.8) (104.9) (100.3) ENI operating earnings 167.8 120.3 134.4 Less: ENI Acadian LLC key employee distributions (9.7) (5.1) (5.1) ENI earnings after Acadian LLC key employee distributions $ 158.1 $ 115.2 $ 129.3 (a) The year ended December 31, 2024 includes $(1.0) million of severance-related items, $1.3 million associated with the transfer of an insurance policy from our former Parent, and $1.3 million of costs associated with the wind-down of the MACS business in the standalone format. For the year ended December 31, 2023, includes $7.3 million of severance costs, $0.9 million of legal-related restructuring costs at the Hold Co, and $1.3 million associated with the transfer of an insurance policy from our former parent. For the year ended December 31, 2022, includes $0.1 million of restructuring costs, and $1.2 million associated with the transfer of an insurance policy from our former parent. (b) The year ended December 31, 2024 excludes $(1.0) million of severance-related items that is included within restructuring costs and $0.9 million of costs associated with the wind-down of the MACS business in the standalone format that is included within restructuring costs. The year ended December 31, 2023 excludes $7.3 million of severance costs that are included within restructuring costs. (2) The ENI operating margin, which is calculated before Acadian LLC key employee distributions, is used by management and is useful to investors to evaluate the overall operating margin of the business. The ENI operating margin is most comparable to our U.S. GAAP operating margin. Our U.S. GAAP operating margin, excluding the effect of consolidated Funds, was 26.5% for the year ended December 31, 2024, 25.0% for the year ended December 31, 2023 and 40.3% for the year ended December 31, 2022. The ENI operating margin is important because it gives investors an understanding of the profitability of the total business relative to revenue, irrespective of the ownership position which we have in Acadian LLC. Management and investors use this ratio when comparing our profitability relative to our peer group and evaluating our ability to manage the cost structure and profitability of our business under different operating environments. (3) ENI management fee revenue corresponds to U.S. GAAP management fee revenue. (a) (b) 56 (4) The ENI operating expense ratio is used by management and is useful to investors to evaluate the level of operating expense as measured against our recurring management fee revenue. We have provided this ratio since many operating expenses, including fixed compensation and benefits and general and administrative expense, are generally linked to the overall size of the business. We track this ratio as a key measure of scale economies because in our profit-sharing economic model, scale benefits both the Acadian LLC employees and our stockholders. The ENI operating expense ratio is most comparable to the U.S. GAAP operating expense / management fee revenue ratio. (5) ENI earnings before variable compensation is calculated as ENI revenue, less ENI operating expense. (6) The ENI variable compensation ratio is used by management and is useful to investors to evaluate consolidated variable compensation as measured against our ENI earnings before variable compensation. Variable compensation is primarily comprised of a contractual percentage of Acadian LLC’s ENI earnings before variable compensation and may be paid in the form of cash or non-cash Acadian LLC equity or profit interests. Hold Co variable compensation includes cash and AAMI equity. Non-cash variable compensation awards typically vest over several years and are recognized as compensation expense over that service period. The variable compensation ratio is calculated as variable compensation divided by ENI earnings before variable compensation. The ENI variable compensation ratio is most comparable to the U.S. GAAP variable compensation ratio. (7) The ENI Acadian LLC key employee distribution ratio is used by management and is useful to investors to evaluate Acadian LLC key employee distributions as measured against our ENI operating earnings. Acadian LLC key employee distributions represent the share of profits after variable compensation that is attributable to Acadian LLC key employee equity and profit interests holders, according to their ownership interests. It is calculated as Acadian LLC key employee distributions divided by ENI operating earnings. Within Acadian LLC, we have a tiered equity structure, where AAMI and other classes of employee equity holders are entitled to an initial proportionate preference over profits after variable compensation, structured such that before a preference threshold is reached, there would be no required key employee distributions to the tiered equity holders, whereas for profits above the threshold the key employee distribution amount to the tiered equity holders would be calculated based on the tiered key employee ownership percentages. The ENI Acadian LLC key employee distributions ratio is most comparable to the U.S. GAAP Acadian LLC key employee distributions ratio. 57 Tax on Economic Net Income The following table reconciles the United States statutory tax to tax on economic net income: Years ended December 31, ($ in millions) 2024 2023 2022 Pre-tax economic net income $ 146.2 $ 103.4 $ 112.0 Taxes at the U.S. federal and state statutory rates (39.9) (28.3) (30.6) Other reconciling tax adjustments (0.5) 0.6 0.2 Tax on economic net income (40.4) (27.7) (30.4) Economic net income $ 105.8 $ 75.7 $ 81.6 Economic net income effective tax rate 27.6 % 26.8 % 27.1 % (1) Includes interest income and third-party ENI interest expense, as shown in the following table: Years ended December 31, ($ in millions) 2024 2023 2022 U.S. GAAP interest income $ 3.5 $ 6.1 $ 0.8 U.S. GAAP interest expense (19.4) (19.6) (20.5) U.S. GAAP net interest expense (15.9) (13.5) (19.7) Other ENI interest expense exclusions 4.0 1.7 2.4 ENI net interest income (expense) (11.9) (11.8) (17.3) ENI earnings after Acadian LLC key employee distributions 158.1 115.2 129.3 Pre-tax economic net income $ 146.2 $ 103.4 $ 112.0 (a) Other ENI interest expense exclusions represent cost of financing on seed capital and co-investments and amortization of debt issuance costs. Includes $3.7 million related to the cost of seed and co-investment financing and $0.3 million related to the amortization of debt issuance costs for the year ended December 31, 2024. Includes $1.4 million related to the cost of seed and co-investment financing and $0.3 million related to the amortization of debt issuance costs for the year ended December 31, 2023. Includes $0.4 million related to the cost of seed and co-investment financing and $2.0 million related to the amortization of debt issuance costs for the year ended December 31, 2022. (b) ENI earnings after Acadian LLC key employee distributions is calculated as ENI operating income (ENI revenue, less ENI operating expense, less ENI variable compensation), less Acadian LLC key employee distributions. Refer to “—Key Non-GAAP Operating Metrics” for a reconciliation from U.S. GAAP operating income (loss) to ENI earnings after Acadian LLC key employee distributions. (2) Taxed at U.S. Federal and State statutory rate of 27.3%. (3) The economic net income effective tax rate is calculated by dividing the tax on economic net income by pre-tax economic net income. (1) (2) (3) (a) (b) 58 Investments The value of our seed capital investments was $90.3 million as of December 31, 2024 and $41.4 million as of December 31, 2023, including direct investments in consolidated Funds. Total seed capital investments represents our seed capital invested within Acadian LLC’s investment products. The following table reconciles the investments balance per our Consolidated Balance Sheets to the total value of our seed capital investments as of each of the dates indicated: ($ in millions) December 31, 2024 December 31, 2023 Investments per Consolidated Balance Sheets $ 67.9 $ 64.7 Seed capital investment in consolidated Funds 70.9 21.4 Investments related to long-term incentive compensation plans (48.5) (44.7) Total seed capital investments $ 90.3 $ 41.4 Segment Analysis We operate our business through the following reportable segment: • Quant & Solutions—comprised of strategies that leverage cutting-edge technology to gather and analyze data to identify mispriced assets to deliver attractive risk-adjusted returns for investors; portfolios include developed and developing markets for equity, credit and alternative strategies. This segment is comprised of our interest in Acadian LLC. The corporate holding company (“Hold Co”) is included within the Unallocated Corporate expense category. The Hold Co expenses are not allocated to the Company’s business segment, but the CODM does consider the cost structure of the corporate head office when evaluating the financial performance of our segment. The CODM is the Company’s Chief Executive Officer. The primary measure used by the CODM in measuring performance and allocating resources to the segment is ENI. ENI is used to make resource allocation decisions, determine appropriate levels of investment or dividend payout, manage balance sheet leverage, determine variable compensation and equity distributions, and incentivize management. We define economic net income for the segment as ENI revenue less ENI operating expenses. The ENI adjustments to U.S. GAAP include both reclassifications of U.S. GAAP revenue and expense items, as well as adjustments to U.S. GAAP results, primarily to exclude non- cash, non-economic expenses recognized under U.S. GAAP. ENI revenue includes management fees, performance fees and other revenue under U.S. GAAP, adjusted to include management fees paid to the Company by consolidated Funds. Significant segment ENI expenses include fixed compensation and benefits, variable compensation, Acadian LLC key employee distributions, depreciation and amortization, and general and administrative expense under U.S. GAAP, adjusted to exclude non-cash expenses representing changes in the value of Acadian LLC equity and profit interests held by Acadian LLC key employees, capital transaction costs, and restructuring costs. ENI segment results are also adjusted to exclude consolidated Fund revenues, consolidated Fund expenses and investment return recorded under U.S. GAAP. Refer to the reconciliations of U.S. GAAP revenue to ENI revenue, U.S. GAAP Operating expense to ENI Operating expense, variable compensation and Acadian LLC key employee distributions disclosed previously within this section. 59 Segment ENI Revenue The following table identifies the components of Quant & Solutions segment ENI revenue for the years ended December 31, 2024, 2023 and 2022: Years ended December 31, ($ in millions) 2024 2023 2022 Management fees $ 431.1 $ 373.2 $ 367.4 Performance fees 71.4 50.4 49.4 Segment ENI revenue $ 502.5 $ 423.6 $ 416.8 Quant & Solutions Segment ENI Revenue Year ended December 31, 2024 compared to year ended December 31, 2023: Quant & Solutions ENI revenue increased $78.9 million, or 18.6%, from $423.6 million for the year ended December 31, 2023 to $502.5 million for the year ended December 31, 2024. The increase was due to 41.7% higher performance fees due to strong performance relative to market in certain strategies in the year ended December 31, 2024, and 15.5% higher management fees resulting from positive equity markets in the past year and an improvement in blended average basis points on assets under management, driven by fee rates from inflows being higher than outflows in the years ended December 31, 2024 and 2023. Year ended December 31, 2023 compared to year ended December 31, 2022: Quant & Solutions ENI revenue increased $6.8 million, or 1.6%, from $416.8 million for the year ended December 31, 2022 to $423.6 million for the year ended December 31, 2023. The increase was due to 2.0% higher performance fees in the year ended December 31, 2023, as well as 1.6% higher management fees due to improvement in blended average basis points on assets under management, driven by fee rates from inflows being higher than outflows in the years ended December 31, 2023 and 2022. Segment ENI Expense The following table identifies the components of Quant & Solutions segment ENI expenses for the years ended December 31, 2024, 2023 and 2022: Years ended December 31, ($ in millions) 2024 2023 2022 Fixed compensation & benefits $ 90.7 $ 86.6 $ 79.0 Variable compensation 119.9 102.2 96.0 Acadian LLC key employee distributions 9.7 5.1 5.1 Depreciation and amortization 18.1 17.3 18.1 General and administrative expense 87.9 80.3 68.4 Segment ENI expenses $ 326.3 $ 291.5 $ 266.6 60 Quant & Solutions Segment ENI Expense Year ended December 31, 2024 compared to year ended December 31, 2023: Quant & Solutions segment ENI expenses increased $34.8 million, or 12%, from $291.5 million for the year ended December 31, 2023 to $326.3 million for the year ended December 31, 2024. Quant & Solutions segment ENI fixed compensation and benefits expense increased 4.7%, reflecting the cost of new hires supporting our growth initiatives and cost of living increases, partially offset by cost savings realized from restructuring in late 2023. Quant & Solutions ENI variable compensation expense is based on contractual percentage of earnings before variable compensation and also includes a formulaic split of performance fee revenue that gets deferred and recognized as variable compensation expense over a three-year vesting period. The deferred nature of the bonus earned on performance fee revenues can result in compensation expense variability that is uncorrelated to current period earnings. Quant & Solutions ENI variable compensation expense increased 17.3%, primarily as a result of higher earnings before variable compensation. Acadian LLC key employee distributions for certain tiers of equity are calculated after an earnings threshold is met, whereby no distributions are made to these equity holders when earnings are below the threshold. The change in Acadian LLC key employee distributions during the current period is driven by higher operating earnings and the leveraged nature of this distribution share. Quant & Solutions ENI general and administrative expense increased 9.5% primarily due to higher systems, outside services and portfolio administrative costs, reflecting our continued investment in growth initiatives and capabilities, partially offset by lower consultant costs. Year ended December 31, 2023 compared to year ended December 31, 2022: Quant & Solutions segment ENI expense increased $24.9 million, or 9%, from $266.6 million for the year ended December 31, 2022 to $291.5 million for the year ended December 31, 2023. Quant & Solutions segment ENI fixed compensation and benefits expense increased 9.6%, driven by cost of living increases and the cost of new hires supporting our growth initiatives. Quant & Solutions segment ENI variable compensation expense is based on contractual percentage of earnings before variable compensation and also includes a formulaic split of performance fee revenue that gets deferred and recognized as variable compensation expense over a three-year vesting period. Quant & Solutions ENI variable compensation expense increased 6.5%, driven by the inclusion of deferred compensation expense earned on current and prior year performance fee revenues. Quant & Solutions ENI general and administrative expense increased 17.4% primarily due to higher systems, consultant and portfolio costs, as well as the impact of inflation and changes in foreign currency. Unallocated corporate expense The following table identifies unallocated corporate expense for the years ended December 31, 2024, 2023 and 2022: Years ended December 31, ($ in millions) 2024 2023 2022 Unallocated corporate expenses $ 19.4 $ 19.1 $ 22.2 (1) Unallocated corporate expenses are presented on a U.S. GAAP basis. Year ended December 31, 2024 compared to year ended December 31, 2023: Unallocated corporate expense increased $0.3 million, or 2%, from $19.1 million for the year ended December 31, 2023 to $19.4 million for the year ended December 31, 2024. The increase was driven by higher compensation and benefits expense due to cost of living and payroll tax increases, partially offset by lower general and administrative expenses due to a decrease in legal costs. Year ended December 31, 2023 compared to year ended December 31, 2022: Unallocated corporate expenses decreased $(3.1) million, or (14.0)%, from $22.2 million for the year ended December 31, 2022 to $19.1 million for the year ended December 31, 2023. The decrease was driven by lower compensation and benefits due to a reduction in headcount at the Hold Co and lower general and administrative expense driven by lower rent expense. (1) 61 Capital Resources and Liquidity Cash Flows The following table summarizes certain key financial data relating to cash flows. All amounts presented exclude consolidated Funds: Years ended December 31, ($ in millions) 2024 2023 2022 Cash provided by (used in) Operating activities $ 108.9 $ 77.7 $ 119.0 Investing activities (50.1) (31.4) (13.0) Financing activities (110.4) (8.1) (233.7) (1) Excludes consolidated Funds. Our most significant uses of cash include share repurchases, repayment of third-party borrowings and revolving credit facility, third-party interest payments, tax payments, seed capital investments, dividends and compensation and general and administrative expenses. Comparison for the Years Ended December 31, 2024, 2023 and 2022 Net cash provided by operating activities excluding consolidated Funds increased $31.2 million, from net cash provided of $77.7 million during the year ended December 31, 2023 to net cash provided of $108.9 million during the year ended December 31, 2024. The increase was driven by changes in net income offset by changes in operating asset and liabilities period-over-period. Net cash provided by operating activities excluding consolidated Funds decreased $(41.3) million, from net cash provided of $119.0 million during the year ended December 31, 2022 to net cash provided of $77.7 million during the year ended December 31, 2023. The decrease was driven by changes in net income and changes in operating assets and liabilities period-over-period, including changes in investment advisory fees receivable and accrued incentive compensation balances. Net cash used in investing activities, excluding consolidated Funds, was $(50.1) million, $(31.4) million and $(13.0) million for the years ended December 31, 2024, 2023 and 2022, respectively. Fluctuations are driven by the timing of investments or redemptions of seed capital. Net cash (used in) received from the (purchase) and sale of investments was $(40.2) million, $(17.6) million and $3.1 million for the years ended December 31, 2024, 2023 and 2022, respectively. Net cash used in financing activities, excluding consolidated Funds, consists of share repurchases, third-party borrowings, payments made to OM plc, withholding tax payments on stock option exercises and dividend payments. Net cash used in financing activities was $(110.4) million, $(8.1) million and $(233.7) million for the years ended December 31, 2024, 2023 and 2022, respectively. Share repurchases, revolving credit facility borrowing activity and third party borrowing activity were the drivers of the changes in financing activities year over year. We paid $(96.7) million for share repurchases in 2024 compared to $(3.3) million in 2023 and $(103.2) million in 2022. In 2022, we paid down net $(125.0) million against third-party and revolving credit facility borrowings compared to $0.0 million in 2024 and 2023. (1) 62 Working Capital and Long-Term Debt The following table summarizes certain key financial data relating to our capital resources and liquid net assets. All amounts presented exclude the non- controlling interest portion of consolidated Funds: Years ended December 31, ($ in millions) 2024 2023 2022 Balance Sheet Data Current assets Cash and cash equivalents $ 94.8 $ 146.8 108.4 Investment advisory fees receivable 164.7 143.4 122.5 Investments 87.5 37.9 18.8 Other current assets 3.0 2.7 2.0 Total current assets 350.0 330.8 251.7 Current liabilities Accounts payable and accrued expenses $ 37.9 $ 39.1 31.0 Accrued short-term incentive compensation 118.6 99.3 92.5 Other short-term liabilities 11.3 10.8 10.4 Total current liabilities 167.8 149.2 133.9 Working Capital $ 182.2 $ 181.6 $ 117.8 Long-term notes payable and other debt $ 274.3 273.9 $ 273.5 (1) Excludes the non-controlling interest portion of consolidated Funds. (2) Includes income taxes receivable. (3) Includes the short-term portion of our lease liability and accrued income taxes payable. Excluded from other short-term liabilities for each of the years presented is an income tax reserve relating to net operating losses that does not represent a current obligation of the Company. Puts related to Acadian LLC equity and profits interests are also excluded on a short-term basis because they are funded through recycling. Working capital is defined as current assets less current liabilities, excluding the non-controlling interest portion of consolidated Funds. Our net working capital has been positive over the past several years and was $182.2 million at December 31, 2024. Our most significant current liabilities have been accounts payable, accrued compensation expense and the short-term portion of our third-party debt. Accrued compensation expense has primarily consisted of variable compensation accruals made throughout the year based on contractual arrangements. Our cash management practices generally require that working capital be maintained at an appropriate level to meet short-term operational needs at both Acadian LLC and Hold Co. Periodic distributions of Acadian LLC earnings to Hold Co and Acadian LLC key employee equity holders are made according to our distribution policies, with Hold Co having the ability to access any surplus cash at Acadian LLC as necessary during interim periods. (1) (2) (3) 63 Borrowings and Long-Term Debt The following table summarizes our financing arrangements as of the dates indicated: ($ in millions) December 31, 2024 December 31, 2023 Interest rate Maturity Revolving credit facility: $140 million revolving credit facility $ — $ — Variable rate August 29, 2027 Total revolving credit facility $ — $ — Third-party borrowings: 4.80% Senior Notes Due 2026 $ 274.3 $ 273.9 4.80% July 27, 2026 Total third-party borrowings $ 274.3 $ 273.9 (1) On August 29, 2024, Acadian LLC’s $125 million revolving credit facility was terminated and replaced with a new $140 million revolving credit facility. Revolving Credit Facility On August 29, 2024, Acadian LLC, Royal Bank of Canada, Goldman Sachs Bank USA, Morgan Stanley Bank, N.A., the Bank of New York Mellon, Bank of America N.A., as an issuing bank, and Citibank, N.A., as an issuing bank and administrative agent (collectively, the “Lenders”), entered into a new revolving credit facility agreement (the “Acadian LLC Credit Agreement”), which replaced Acadian LLC’s revolving credit facility dated as of March 7, 2022 (the “Prior Credit Agreement”). The maturity date of the Prior Credit Agreement was March 7, 2025, and the maturity date of the Acadian LLC Credit Agreement is August 29, 2027. Borrowings under the Acadian LLC Credit Agreement bear interest, at Acadian LLC’s option, at the per annum rate equal to either (a) the greatest of (i) the prime rate, (ii) the federal funds effective rate plus 0.5% and (iii) the secured overnight financing rate for a one month period plus a credit spread adjustment of 0.10% (“Adjusted Term SOFR”) plus 1%, plus, in each case, an additional amount ranging from 0.5% to 1.0%, with such additional amount based on Acadian LLC’s Leverage Ratio (as defined below) or (b) Adjusted Term SOFR plus an additional amount ranging from 1.5% to 2.0%, with such additional amount based on Acadian LLC’s Leverage Ratio. In addition, Acadian LLC is charged a commitment fee based on the average daily unused portion of the revolving credit facility under the Acadian LLC Credit Agreement at a per annum rate ranging from 0.25% to 0.375%, with such amount based on Acadian LLC’s Leverage Ratio. Under the Acadian LLC Credit Agreement, the ratio of Acadian LLC’s third-party borrowings to Acadian LLC’s trailing twelve months Adjusted EBITDA, as defined by the Acadian LLC Credit Agreement (the “Leverage Ratio”), cannot exceed 2.5x and the Acadian LLC interest coverage ratio must not be less than 4x. At December 31, 2024, Acadian LLC’s Leverage Ratio was 0x and Acadian LLC’s Interest Coverage Ratio was 96.1x. Senior Notes In July 2016, we issued $275.0 million of 4.80% Senior Notes due 2026 (the “2026 Notes”). The $275.0 million 2026 Notes were sold at a discount of $(0.5) million and we incurred debt issuance costs of $(3.0) million, which are being amortized to interest expense over the ten-year term. The 2026 Notes can be redeemed at any time prior to the scheduled maturity in part or in aggregate, at the greater of 100% of the principal amount at that time or the sum of the remaining scheduled payments discounted at the treasury rate (as defined) plus 0.5%, together with any related accrued and unpaid interest. (1) 64 As of December 31, 2024, we were in compliance with the required covenants related to borrowings and debt facilities. Other Compensation Liabilities Other compensation liabilities principally consist of cash-settled Acadian LLC equity and profit interests liabilities held by key employees, and voluntary deferred compensation plans. The following table summarizes our other compensation liabilities: Years ended December 31, ($ in millions) 2024 2023 Share-based payments liability $ 25.4 $ 23.0 Profit interests liability 18.7 — Employee equity 44.1 23.0 Voluntary deferral plan liability 48.4 44.5 Total $ 92.5 $ 67.5 Share-based payments liability represents the value of Acadian LLC key employee-owned equity that may under certain circumstances be repurchased by us that is considered an equity award under U.S. GAAP based on the terms and conditions attached to these interests. Acadian LLC profit interests liability represents the value of Acadian LLC key employee-owned equity that may under certain circumstances be repurchased by us that is not considered an equity award under U.S. GAAP, but rather a form of compensation arrangement, based on the terms and conditions attached to these interests. Our obligation in any given period in respect of funding these potential repurchases of Acadian LLC equity is limited to only that portion that may be put to us by Acadian LLC key employees, which is typically capped annually under the terms of these arrangements such that we are not required to repurchase more than we can reasonably recycle by re-granting the interests in lieu of cash variable compensation owed to Acadian LLC key employees. Certain of our employees are eligible to participate in our voluntary deferral plan, or VDP, which provides our senior personnel the opportunity to voluntarily defer a portion of their compensation. There is a voluntary deferral plan investment balance included in investments on the Consolidated Balance Sheets that corresponds to this deferral liability. Additionally, we have recorded accrued incentive compensation of $119.6 million and $101.3 million on the Consolidated Balance Sheets as of December 31, 2024 and 2023, respectively. Included within the accrued incentive compensation balance is the vested portion of our deferred compensation pool. The deferred compensation pool is based on a contractual percentage of Acadian LLC performance fee revenues and post-bonus profits, and is subject to a three-year vesting period. Compensation expense is recognized over the requisite service period. Unamortized compensation expense related to the unvested portion of the deferred compensation pool of $24.4 million and $14.3 million is expected to be recognized in the years ending December 31, 2025 and 2026, respectively. For additional discussion of our compensation programs, please refer to the compensation discussions contained within our definitive proxy statement for our 2025 annual meeting of stockholders incorporated herein by reference. Supplemental Liquidity Measure—Adjusted EBITDA As supplemental information, we provide information regarding Adjusted EBITDA, which we define as economic net income before net interest, income taxes, depreciation and amortization. Adjusted EBITDA is a non-GAAP liquidity measure that we provide in addition to, but not as a substitute for, cash flows from operating activities. It should be noted that our calculation of Adjusted EBITDA may not be consistent with Adjusted EBITDA as calculated by other companies. We believe Adjusted EBITDA is a useful liquidity metric because it indicates our ability to make further investments in our business, service debt and meet working capital requirements. 65 The following table reconciles our U.S. GAAP net income attributable to controlling interests to EBITDA to Adjusted EBITDA to economic net income for the years ended December 31, 2024, 2023 and 2022: Years Ended December 31, ($ in millions) 2024 2023 2022 Net income attributable to controlling interests $ 85.0 $ 65.8 100.6 Net interest expense to third parties 15.9 13.5 19.7 Income tax expense 38.9 29.4 44.2 Depreciation and amortization (including intangible assets) 18.5 17.3 18.6 EBITDA $ 158.3 $ 126.0 183.1 Non-cash compensation costs, including revaluation of Acadian LLC key employee-owned equity and profit interests 24.2 1.2 (37.7) (Gain) loss on seed and co-investments (6.5) (2.9) 0.2 Restructuring 1.1 9.5 1.3 Capital transaction costs — — 3.2 Adjusted EBITDA 177.1 133.8 150.1 ENI net interest expense to third parties (11.9) (11.8) (17.3) Depreciation and amortization (19.0) (18.6) (20.8) Tax on economic net income (40.4) (27.7) (30.4) Economic net income $ 105.8 $ 75.7 81.6 (1) Included in restructuring for the year ended December 31, 2024 are $(1.0) million of severance-related items, $1.3 million costs associated with the transfer of an insurance policy from our former parent, and $0.9 million costs associated with the wind-down of the MACS business in the standalone format. Included in restructuring for the year ended December 31, 2023 are $7.3 million of severance costs, $0.9 million of legal-related restructuring costs at the Hold Co and $1.3 million costs associated with the transfer of an insurance policy from our former parent. Included in restructuring for the year ended December 31, 2022 are $0.1 million of restructuring costs and $1.2 million of costs associated with the transfer of an insurance policy from our former parent. (2) Includes non-cash equity-based award amortization expense. For a full discussion regarding the items excluded from Adjusted EBITDA above and the calculation of economic net income, refer to “—Non-GAAP Supplemental Performance Measure—Economic Net Income and Segment Analysis.” Limitations of Adjusted EBITDA As a non-GAAP, unaudited liquidity measure and derivation of EBITDA, Adjusted EBITDA has certain material limitations. It does not include cash costs associated with capital transactions and excludes certain U.S. GAAP expenses that fall outside the definition of EBITDA. Each of these categories of expense represents costs to us of doing business, and therefore any measure that excludes any or all of these categories of expense has material limitations. Future Capital Needs We believe that our available cash and cash equivalents to be generated from operations, supplemented by short-term and long-term financing, as necessary, will be sufficient to fund current operations and capital requirements for at least the next twelve months, as well as our day-to-day operations and future investment requirements. Our ability to secure short-term and long-term financing in the future will depend on several factors, including our future profitability, our relative levels of debt and equity and the overall condition of the credit markets. (1) (2) 66 Commitments, Contingencies and Off-Balance Sheet Obligations Indemnifications In the normal course of business, we occasionally enter into contracts that contain a variety of representations and warranties and which provide general indemnifications. Our maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against us that have not yet occurred. Off-Balance Sheet Obligations Off-balance sheet arrangements, as defined by the SEC, include certain contractual arrangements pursuant to which a company has an obligation, such as certain contingent obligations, certain guarantee contracts, retained or contingent interests in assets transferred to an unconsolidated entity, certain derivative instruments classified as equity or material variable interests in unconsolidated entities that provide financing, liquidity, market risk or credit risk support. Disclosure is required for any off-balance sheet arrangements that have, or are reasonably likely to have, a material current or future effect on our financial condition, results of operations, liquidity or capital resources. We generally do not enter into off-balance sheet arrangements, other than those described in “Contractual Obligations” as well as Note 5 and Note 14 to our Consolidated Financial Statements included in Item 8 herein, “Variable Interest Entities” and “Commitments and Contingencies”, respectively. Contractual Obligations The following table summarizes our contractual obligations as of December 31, 2024: Payments due by period ($ in millions) Total Less than 1 year 1 - 3 years 3 - 5 years More than 5 years Contractual Obligations Third party borrowings $ 275.0 $ — $ 275.0 $ — $ — Lease obligations 77.7 9.5 18.4 16.6 33.2 Maximum Acadian LLC equity and profits interests repurchase obligations 44.1 4.4 8.8 8.8 22.1 Total contractual obligations $ 396.8 $ 13.9 $ 302.2 $ 25.4 $ 55.3 (1) Represents amortized amounts held by Acadian LLC key employees. Our actual funding of these potential repurchases of Acadian LLC equity and profits interests is limited to only that portion that may be put to us by Acadian LLC key employees or that we decide to call to facilitate succession planning at Acadian LLC, which is typically capped annually such that we do not repurchase more than we can reasonably recycle by re-granting the interests in lieu of cash variable compensation owed to Acadian LLC key employees. Any equity or profits interests repurchased by us are used to fund a portion of variable compensation awards resulting in savings in cash variable compensation that offset the negative cash effect of repurchasing the equity. (1) 67 Critical Accounting Policies and Estimates Our significant accounting policies are disclosed in Item 8, Financial Statements and Supplementary Data - Note 2, “Significant Accounting Policies.” The accounting policies and estimates that we believe are the most critical to an understanding of our results of operations and financial condition are those that require complex management judgment regarding matters that are highly uncertain at the time policies were applied and estimates were made. These accounting policies and estimates are discussed below; however, the additional accounting policy detail in the footnote previously referenced is important to the discussion of each of the topics. Different estimates reasonably could have been used in the current period that would have had a material effect on these Consolidated Financial Statements, and changes in these estimates are likely to occur from period-to-period in the future. Share-based compensation plans We recognize the cost of all share-based payments to directors, senior management and employees, including grants of restricted stock and stock options, as compensation expense in the Consolidated Statements of Operations over the respective vesting periods. Awards made under our equity plans are accounted for as equity-settled, and the grant date fair value is recognized as compensation expense over the requisite service period, with a corresponding contribution to additional paid-in capital. Valuation of restricted stock awards (“RSAs”) and restricted stock units (“RSUs”) is determined based on our closing share price as quoted on the New York Stock Exchange on the measurement date. For performance-based awards and stock options, a Monte-Carlo simulation model is used to determine the fair value. Key inputs for the model include: assumed reinvestment of dividends, risk-free interest rate and expected volatility. All excess tax benefits and deficiencies on share-based payment awards are recognized as income tax expense or benefit in the Consolidated Statements of Operations. In addition, the tax effects of exercised or vested awards are treated as discrete items in the reporting period in which they occur and excess tax benefits or deficiencies are classified with other income tax cash flows as an operating activity in the Consolidated Statements of Cash Flows. We recognize forfeitures as they occur. We have compensation arrangements Acadian LLC whereby in exchange for continued service, Acadian LLC equity is either purchased by or granted to key employees and may be repurchased either by Acadian LLC key employees or by us at a future date, subject to service requirements having been met. Awards of equity made to key employees are accounted for as cash-settled, with the fair value recognized as compensation expense over the requisite service period, with a corresponding liability carried within other compensation liabilities on the Consolidated Balance Sheets until the award is settled by us. The fair values of the liabilities are determined with the assistance of third party valuation specialists using discounted cash flow analyses which incorporate assumptions for the forecasted earnings information, growth rates, market risk adjustments, discount rates, when award holders maximize value and post-vesting restrictions. While we believe all assumptions used in determining the fair value of the liabilities are reasonable and appropriate, certain assumptions are subjective and changes in these assumptions could result in different fair value amounts. Taxation We file tax returns directly with the U.S., U.K., state tax authorities and in other foreign jurisdictions. These tax returns represent our filing positions within each jurisdiction and settle our tax liabilities. Each jurisdiction has the right to audit those tax returns and may take different positions with respect to income and expense allocations and taxable earnings determinations. Because the determinations of our annual provisions are subject to judgments and estimates, it is possible that actual results will vary from those recognized in our Consolidated Financial Statements. As a result, it is likely that additions to, or reductions of, income tax expense will occur each year for prior reporting periods as actual tax returns and tax audits are settled. Deferred tax assets, net of any associated valuation allowance, have been recognized based on management's belief that taxable income of the appropriate character, more likely than not, will be sufficient to realize the benefits of 68 these assets over time. In the event that actual results differ from our expectations, or if our historical trends of positive operating income changes, we may be required to record a valuation allowance on some or all of these deferred tax assets, which may have a significant effect on our financial condition and results of operations. In assessing whether a valuation allowance should be established against a deferred tax asset, we consider the nature, frequency and severity of recent losses, forecasts of future profitability, the duration of statutory carryback and carry forward periods, among other factors. We utilize a specific recognition threshold and measurement attribute for the Consolidated Financial Statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The prescribed two-step process for evaluating a tax position involves first determining whether it is more likely than not that a tax position will be sustained upon examination by the appropriate taxing authorities. If it is, the second step then requires a company to measure this tax position benefit as the largest cumulative amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. Unrecognized tax benefits and related interest and penalties are adjusted periodically to reflect changing facts and circumstances. Recent Accounting Developments See discussion of Recent Accounting Developments in Note 2 of the accompanying Consolidated Financial Statements. Item 7A. Quantitative and Qualitative Disclosures About Market Risk Market Risk Our exposure to market risk is directly related to our role as an asset manager. Substantially all of our investment management revenues are derived from our agreements with our clients. Under these agreements, the revenues we receive are based on the value of our assets under management or the investment performance on client accounts for which we earn performance fees. Accordingly, our revenues and net income may decline as a result of our assets under management decreasing due to depreciation of our investment portfolios. In addition, such depreciation could cause our clients to withdraw their funds in favor of investments offering higher returns or lower risk, which would cause our revenues and net income to decline further. Our model for assessing the impact of market risk on our results uses December 31, 2024 ending AUM and management fee rates as the basis for management fee revenue calculations. With respect to performance fee revenue, we assume that relative investment performance remains the same as it was on December 31, 2024. Therefore, market-driven changes in performance fees, which are typically based on relative performance versus market indices, reflect changes in the underlying AUM used in the calculation rather than differences in relative performance as a result of a changed market environment. The impact that market changes have on performance fee eligible accounts varies due to high-water marks and other measurement hurdles which are not factored in this analysis. Changes in performance fee revenues could be significant in each period. The basis for the analysis is performance fees earned for the twelve months ended December 31, 2024. Our profit sharing economic structure, described more fully in “Management’s Discussion and Analysis of Financial Condition and Results of Operation—The Economics of Our Business,” results in a sharing of market risk between us and our employees. Approximately 40% of our ENI cost structure is variable, representing variable compensation and Acadian LLC key employee distributions. These variable expenses generally are linked in a formulaic manner to the profitability of the business after covering operating expenses, which include base compensation and benefits, general and administrative expenses, and depreciation and amortization. In modeling the impact of market risk, we assume that these operating expenses remain unchanged, but the resulting impact on profit driven by increases or decreases in revenue will change variable compensation and Acadian LLC key employee distributions in line with their formulaic calculations. Any change in pre-tax profit is tax-affected to calculate profit after tax. 69 The value of our assets under management was $117.3 billion as of December 31, 2024. A 10% increase or decrease in the value of our assets under management, if proportionally distributed over all of our investment strategies, asset classes and client relationships, would cause an annualized increase or decrease in our gross management fee revenues of approximately $44.0 million based on our current weighted average fee rate of approximately 38 basis points. Approximately $20 billion, or 17%, of our AUM, are in accounts subject to performance fees. Of these assets, the majority are in accounts for which performance fees are calculated based on investment return that differs from the relative benchmark returns. Assuming the market change does not impact our relative performance, a 10% increase or decrease in AUM would have a $7 million impact to our gross performance fees based on our trailing twelve-month performance fees of $71 million as of December 31, 2024. The combined impact on our management fees and performance fees would have a direct impact on our earnings and result in an annual change of approximately $19 million in our post-tax economic net income, given our current cost structure and operating model. Equity market risk, interest rate risk, and foreign currency risk are the market risks that could have the greatest impact on our management fees, performance fees and our business profitability. Impacts on our management and performance fees can be calculated based on the percentage of AUM constituting equity investments, or foreign currency denominated investments, respectively, multiplied by the relevant weighted average management fee and performance fee attributable to that asset class. • Our equity markets-based AUM includes U.S., global, non-U.S. and emerging markets equities (including small cap through large cap securities). A 10% increase or decrease in equity markets would cause our approximately $114 billion of long-only equity assets under management to increase or decrease by $11 billion, resulting in a change in annualized management fee revenue of $43 million and an annual change in post-tax economic net income of approximately $17 million, given our current cost structure, operating model, and weighted average equity fee rates of 38 basis points at the current mix of strategies as of December 31, 2024. Approximately $18 billion, or 16%, of our equity markets-based AUM are in accounts subject to performance fees. Of these assets, the majority are in accounts for which performance fees are calculated based on investment return in excess of the relative benchmark returns. Assuming the market change does not impact our relative performance, a 10% change in equity markets would have an approximate incremental $1 million impact from performance fees on our post-tax economic net income, given our current cost structure and operating model. • Foreign currency AUM includes equity and alternative assets denominated in foreign currencies. A 10% increase or decrease in foreign exchange rates against the U.S. dollar would cause our $94 billion of foreign currency denominated AUM to increase or decrease by $9 billion, resulting in a change in annualized management fee revenue of $37 million and an annual change in post-tax economic net income of $14 million, based on weighted average fees earned on our foreign currency denominated AUM of 39 basis points at the mix of strategies as of December 31, 2024. Approximately $14 billion, or 15%, of our foreign currency denominated AUM are in accounts subject to performance fees. Of these assets, the majority are in accounts for which performance fees are calculated based on investment return that differs from the relative benchmark returns. Assuming the market change does not impact our relative performance, a 10% change in foreign currency exchange rates would have an approximate incremental $2 million impact from performance fees on our post-tax economic net income, given our current cost structure and operating model. While the analysis above assumes that market changes occur in a uniform manner across the relevant portfolio, because of our declining fee rates for larger relationships and differences in our fee rates across asset classes, a change in the composition of our assets under management, in particular an increase in the proportion of our total assets under management attributable to strategies, clients or relationships with lower effective fee rates, could have a material negative impact on our overall weighted average fee rate. 70 As is customary in the asset management industry, clients invest in particular strategies to gain exposure to certain asset classes, which exposes their investment to the benefits and risks of such asset classes. We have not adopted a corporate-level risk management policy regarding client assets, nor have we attempted to hedge at the corporate level or within individual strategies the market risks that would affect the value of our overall assets under management and related revenues. Any reduction in the value of our assets under management would result in a reduction in our revenues. Interest Rate Risk We are exposed to interest rate risks primarily through borrowings under Acadian LLC’s revolving credit facility. Interest on borrowings under the revolving credit facility is based upon variable interest rates. There was no balance drawn on our revolving credit facility as of December 31, 2024. We currently do not hedge against interest rate risk. As of December 31, 2024, a hypothetical 10% change in interest rates would have resulted in an immaterial change to our interest expense during the twelve months ended December 31, 2024. 71 Item 8. Financial Statements and Supplementary Data. Page Index to financial statements Reports of Independent Registered Public Accounting Firm (PCAOB ID: 185) 73 Consolidated Balance Sheets as of December 31, 2024 and 2023 76 Consolidated Statements of Operations for the years ended December 31, 2024, 2023 and 2022 77 Consolidated Statements of Comprehensive Income for the years ended December 31, 2024, 2023 and 2022 78 Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2024, 2023 and 2022 79 Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022 80 Notes to Consolidated Financial Statements 82 72 Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors Acadian Asset Management Inc.: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Acadian Asset Management Inc. and subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income, changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 27, 2025 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. 73 Assessment of the fair value measurement of the cash-settled subsidiary awards liability As discussed in Notes 2, 11 and 18 to the consolidated financial statements, the Company has issued cash-settled equity awards to certain key employees of the subsidiary which are liability classified. The total liability for these awards was $25.4 million at December 31, 2024. The liability is remeasured each reporting period to its fair value. The fair value is determined using discounted cash flow analysis which incorporate assumptions for the forecasted earnings information, growth rates, market risk adjustments, discount rates, and when award holders maximize value subject to post-vesting restrictions. We identified the assessment of the fair value measurement of the cash-settled awards liability as a critical audit matter. Complex and subjective auditor judgment was required in evaluating the methodology and key assumptions used in determining the fair value of the liability related to the cash-settled awards. The significant assumptions that required complex and subjective auditor judgment include forecasted earnings, growth rates, market risk adjustments, discount rates, and adjustments to reflect the impact of post-vesting restrictions and when award holders will maximize value. Changes to these assumptions could have had an effect on the Company’s determination of the fair value of the cash-settled awards liability. The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s process to determine the fair value of the cash-settled awards liability, including controls over the significant assumptions noted above. We compared forecasted earnings and growth rates to internal financial forecasts and historical results. We also compared certain inputs used in developing the forecasted earnings and growth rates to third party data. We held discussions with finance personnel of the Company to further evaluate the forecasted earnings used in the discounted cash flow models. We evaluated adjustments to reflect the impact of post- vesting restrictions on awards by comparing the restrictions to underlying plan documents and also assess that puts occur when award holders maximize value. We involved valuation professionals with specialized skills and knowledge, who assisted in: • evaluating whether the methodology used to calculate the fair value of the awards was appropriate • performing calculations of market risk adjustments using data that was independently obtained or otherwise corroborated • evaluating the discount rates used by the Company by comparing them against discount rates that were developed using publicly available market data • performing calculations of the fair value of the liability using the Company’s forecasted earnings and a combination of independent assumptions and Company assumptions and comparing the result to the amount recorded by the Company. /s/ KPMG LLP We have served as the Company’s auditor since 2014. Boston, Massachusetts February 27, 2025 74 Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors Acadian Asset Management Inc.: Opinion on Internal Control Over Financial Reporting We have audited Acadian Asset Management Inc. and subsidiaries' (the Company) internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income, changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes (collectively, the consolidated financial statements), and our report dated February 27, 2025 expressed an unqualified opinion on those consolidated financial statements. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Report of Management on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ KPMG LLP Boston, Massachusetts February 27, 2025 75 Acadian Asset Management Inc. Consolidated Balance Sheets (in millions, except for share and per share data) December 31, 2024 December 31, 2023 Assets Cash and cash equivalents $ 94.8 $ 146.8 Investment advisory fees receivable 164.7 143.4 Income taxes receivable 3.0 2.7 Fixed assets, net 35.7 44.2 Right of use assets 52.5 57.2 Investments 67.9 64.7 Goodwill 20.3 20.3 Other assets 26.7 27.2 Deferred tax assets 78.3 69.7 Assets of consolidated Funds: Cash and cash equivalents, restricted 3.7 0.8 Investments 154.0 33.9 Other assets 1.6 0.5 Total assets $ 703.2 $ 611.4 Liabilities and stockholders’ equity Accounts payable and accrued expenses $ 37.9 $ 39.1 Accrued incentive compensation 119.6 101.3 Other compensation liabilities 92.5 67.5 Accrued income taxes 3.3 2.6 Operating lease liabilities 67.3 72.4 Other liabilities — 0.8 Revolving credit facility — — Third party borrowings 274.3 273.9 Liabilities of consolidated Funds: Accounts payable and accrued expenses 0.5 0.2 Other liabilities 0.3 0.1 Securities sold short 20.4 4.0 Total liabilities 616.1 561.9 Commitments and contingencies Redeemable non-controlling interests in consolidated Funds 67.1 9.3 Equity: Common stock (par value $0.001; 37,477,707 and 41,372,291 shares, respectively, issued) — — Additional paid-in capital — — Retained earnings 24.4 46.9 Accumulated other comprehensive loss (4.4) (6.7) Total equity and redeemable non-controlling interests in consolidated Funds 87.1 49.5 Total liabilities and equity $ 703.2 $ 611.4 See Notes to Consolidated Financial Statements 76 Acadian Asset Management Inc. Consolidated Statements of Operations (in millions except for per share data) For the Years Ended December 31, 2024 2023 2022 Revenue: Management fees $ 431.1 $ 373.2 $ 367.4 Performance fees 71.4 50.4 49.4 Consolidated Funds’ revenue 3.1 3.0 0.4 Total revenue 505.6 426.6 417.2 Operating expenses: Compensation and benefits 265.5 217.9 159.2 General and administrative expense 85.2 82.6 71.1 Amortization of acquired intangibles — — 0.1 Depreciation and amortization 18.5 17.3 18.5 Consolidated Funds’ expense 0.9 2.8 0.4 Total operating expenses 370.1 320.6 249.3 Operating income 135.5 106.0 167.9 Non-operating income and (expense): Investment income (loss) 2.2 (0.1) 0.2 Interest income 3.5 6.1 0.8 Interest expense (19.4) (19.6) (20.5) Loss on extinguishment of debt — — (3.2) Net consolidated Funds’ investment gains (losses) 3.9 4.1 (0.4) Total non-operating income (loss) (9.8) (9.5) (23.1) Income before taxes 125.7 96.5 144.8 Income tax expense 38.9 29.4 44.2 Net income 86.8 67.1 100.6 Net income attributable to non-controlling interests in consolidated Funds 1.8 1.3 — Net income attributable to controlling interests $ 85.0 $ 65.8 $ 100.6 Earnings per share (basic) attributable to controlling interests $ 2.25 $ 1.59 $ 2.39 Earnings per share (diluted) attributable to controlling interests 2.22 1.55 2.33 Weighted average shares outstanding 37.8 41.5 42.1 Weighted average diluted shares outstanding 38.3 42.5 43.2 See Notes to Consolidated Financial Statements 77 Acadian Asset Management Inc. Consolidated Statements of Comprehensive Income (in millions) For the Years Ended December 31, 2024 2023 2022 Net income $ 86.8 $ 67.1 $ 100.6 Other comprehensive income: Amortization related to derivative securities, net of tax 2.7 2.5 3.3 Foreign currency translation adjustment, net of tax (0.4) 1.4 (3.1) Total other comprehensive income 2.3 3.9 0.2 Total comprehensive income 89.1 71.0 100.8 Comprehensive income attributable to non-controlling interests in consolidated Funds 1.8 1.3 — Total comprehensive income attributable to controlling interests $ 87.3 $ 69.7 $ 100.8 See Notes to Consolidated Financial Statements 78 Acadian Asset Management Inc. Consolidated Statements of Changes in Stockholders’ Equity For the Years Ended December 31, 2024, 2023 and 2022 ($ in millions, except share data) Common stock (millions) Common stock, par value Additional paid-in capital Retained earnings (deficit) Accumulated other comprehensive income (loss) Total stockholders’ equity Redeemable non- controlling interests in consolidated Funds Total equity and redeemable non-controlling interests in consolidated Funds December 31, 2021 45.4 $ — $ — $ (6.8) $ (10.8) $ (17.6) $ — $ (17.6) Issuance of common stock 0.2 — — — — — — — Repurchase of common stock (4.2) — — (103.2) — (103.2) — (103.2) Equity-based compensation — — 2.4 — — 2.4 — 2.4 Foreign currency translation adjustment — — — — (3.1) (3.1) — (3.1) Amortization related to derivative securities, net of tax — — — — 3.3 3.3 — 3.3 Withholding tax related to stock option exercise — — (0.9) (1.4) — (2.3) — (2.3) Dividends ($0.04 per share) — — — (1.7) — (1.7) — (1.7) Net income — — — 100.6 — 100.6 — 100.6 December 31, 2022 41.4 $ — $ 1.5 $ (12.5) $ (10.6) $ (21.6) $ — $ (21.6) Issuance of common stock 0.3 — — — — — — — Repurchase of common stock (0.3) — (0.3) (4.8) — (5.1) — (5.1) Capital contributions — — — — — — 9.9 9.9 Equity-based compensation — — 1.2 — — 1.2 — 1.2 Foreign currency translation adjustment, net of tax — — — — 1.4 1.4 — 1.4 Amortization related to derivative securities, net of tax — — — — 2.5 2.5 — 2.5 Withholding tax related to stock option exercise and restricted stock vesting — — (2.4) — — (2.4) — (2.4) De-consolidation of Funds — — — — — — (1.9) (1.9) Dividends ($0.04 per share) — — — (1.6) — (1.6) — (1.6) Net income — — — 65.8 — 65.8 1.3 67.1 December 31, 2023 41.4 $ — $ — $ 46.9 $ (6.7) $ 40.2 $ 9.3 $ 49.5 Issuance of common stock 0.5 — 0.1 — — 0.1 — 0.1 Repurchase of common stock including excise taxes (4.4) — (0.4) (95.2) — (95.6) — (95.6) Capital contributions — — — — — — 56.0 56.0 Equity-based compensation — — 0.9 — — 0.9 — 0.9 Foreign currency translation adjustment, net of tax — — — — (0.4) (0.4) — (0.4) Amortization related to derivative securities, net of tax — — — — 2.7 2.7 — 2.7 Withholding tax related to stock option exercise and restricted stock vesting — — (0.6) (10.8) — (11.4) — (11.4) Dividends ($0.04 per share) — — — (1.5) — (1.5) — (1.5) Net income — — — 85.0 — 85.0 1.8 86.8 December 31, 2024 37.5 $ — $ — $ 24.4 $ (4.4) $ 20.0 $ 67.1 $ 87.1 See Notes to Consolidated Financial Statements 79 Acadian Asset Management Inc. Consolidated Statements of Cash Flows (in millions) For the Years Ended December 31, 2024 2023 2022 Cash flows from operating activities: Net income $ 86.8 $ 67.1 $ 100.6 Less: Net income attributable to redeemable non-controlling interests in consolidated Funds (1.8) (1.3) — Adjustments to reconcile net income to net cash flows from operating activities: Amortization of acquired intangibles — — 0.1 Loss on extinguishment of debt — — 3.2 Depreciation and amortization 18.5 17.3 18.5 Amortization of debt-related costs 4.4 4.1 5.6 Amortization and revaluation of non-cash compensation awards 30.5 7.4 (30.3) Deferred income taxes (10.2) (6.0) 6.4 (Gains) losses on other investments (12.5) (5.6) 3.4 Changes in operating assets and liabilities: (Increase) decrease in investment advisory fees receivable (21.3) (20.9) 44.6 (Increase) decrease in other receivables, prepayments, deposits and other assets 0.6 0.2 (2.1) Increase (decrease) in accrued incentive compensation, operating lease liabilities and other liabilities 15.1 10.2 (33.4) Increase (decrease) in accounts payable, accrued expenses and accrued income taxes (1.2) 5.2 2.4 Net cash flows from operating activities, excluding consolidated Funds 108.9 77.7 119.0 Net income attributable to redeemable non-controlling interests in consolidated Funds 1.8 1.3 — Adjustments to reconcile net income (loss) attributable to redeemable non-controlling interests of consolidated Funds to net cash flows from operating activities of consolidated Funds: Purchase of investments (167.1) (19.7) (0.2) Sale of investments 112.3 13.6 0.1 (Gains) losses on other investments 0.4 (1.1) — (Increase) decrease in receivables and other assets (0.9) (3.5) (2.4) Increase (decrease) in accounts payable and other liabilities 0.4 — 0.3 Net cash flows from operating activities of consolidated Funds (53.1) (9.4) (2.2) Net cash flows from operating activities 55.8 68.3 116.8 80 Acadian Asset Management Inc. Consolidated Statements of Cash Flows (Continued) (in millions) For the Years Ended December 31, 2024 2023 2022 Cash flows from investing activities: Additions of fixed assets (9.9) (13.8) (16.1) Purchase of investment securities (47.7) (25.8) (5.5) Sale of investment securities 7.5 8.2 8.6 Cash flows from investing activities of consolidated Funds: Deconsolidation of Funds — (12.5) — Net cash flows from investing activities (50.1) (43.9) (13.0) Cash flows from financing activities: Proceeds from revolving credit facility 139.0 113.5 214.0 Repayment of third party borrowings and revolving credit facility (139.0) (113.5) (339.0) Payment of debt issuance costs (0.7) — (0.9) Proceeds from stock issuance 0.1 — — Payment to OM plc for co-investment redemptions (0.2) (0.4) (1.1) Repurchases of common stock (96.7) (3.3) (103.2) Dividends paid to stockholders (0.9) (1.4) (0.8) Dividends paid to related parties (0.6) (0.6) (0.4) Withholding tax payments related to stock option exercise and restricted stock vesting (11.4) (2.4) (2.3) Cash flows from financing activities of consolidated Funds: Redeemable non-controlling interest capital raised 56.0 9.9 — Net cash flows from financing activities (54.4) 1.8 (233.7) Effect of foreign exchange rate changes on cash and cash equivalents (0.4) 0.2 (1.0) Net increase (decrease) in cash and cash equivalents (49.1) 26.4 (130.9) Cash and cash equivalents at beginning of period (including restricted cash) 147.6 121.2 252.1 Cash and cash equivalents at end of period (including restricted cash) $ 98.5 $ 147.6 $ 121.2 Supplemental disclosure of cash flow information: Interest paid (excluding consolidated Funds) $ 15.0 $ 15.5 $ 16.0 Income taxes paid $ 48.5 $ 37.8 $ 36.8 Supplemental disclosure of non-cash investing and financing transactions: Excise tax on repurchases of common stock $ 0.7 $ — $ — Payable for repurchases of common stock $ — $ (1.8) $ — Deconsolidation of Funds $ — $ (1.9) $ — See Notes to Consolidated Financial Statements 81 Acadian Asset Management Inc. Notes to Consolidated Financial Statements December 31, 2024 and 2023 1) Organization and Description of the Business Acadian Asset Management Inc. (“Acadian”, “AAMI” or the “Company”), is a holding company that operates a systematic investment management business through its majority owned subsidiary, Acadian Asset Management LLC (“Acadian LLC”). Acadian LLC offers institutional investors across the globe access to a diversified array of systematic investment strategies designed to meet a range of risk and return objectives. Acadian LLC is a leading systematic investment manager of active equity products, including global, emerging market, international, and small cap equities, as well as credit and alternative strategies. Acadian LLC comprises the Company’s Quant & Solutions reportable segment: • Quant & Solutions—comprised of strategies that leverage cutting-edge technology to gather and analyze data to identify mispriced assets to deliver attractive risk-adjusted returns for investors; portfolios include developed and developing markets for equity, credit and alternative strategies. Acadian LLC is organized as a limited liability company. Fees for services are largely asset-based and, as a result, revenues fluctuate based on the performance of financial markets and investors’ asset flows in and out of Acadian LLC’s products. The Company utilizes a profit-sharing model in structuring its compensation and ownership arrangements with Acadian LLC. Variable compensation is based on the firm’s profitability. The Company and Acadian LLC key employees share in profits after variable compensation according to their respective ownership interests. The profit-sharing model results in the alignment of the Company and Acadian LLC key employee economic interests, which is critical to the Company’s talent management strategy and long-term growth of the business. The corporate holding company (“Hold Co”) is included within the Unallocated Corporate expenses category. Prior to 2014, the Company was a wholly-owned subsidiary of Old Mutual plc (“OM plc”), an international long-term savings, protection, and investment group, listed on the London Stock Exchange. On October 15, 2014, the Company completed the initial public offering (the “Offering”) by OM plc pursuant to the Securities Act of 1933, as amended. As of December 31, 2024, Paulson & Co. Inc. (“Paulson”) and related parties thereof held approximately 23.9% of the common stock of the Company. 82 Acadian Asset Management Inc. Notes to Consolidated Financial Statements (Continued) December 31, 2024 and 2023 1) Organization and Description of the Business (cont.) In December 2023, the Company’s Board of Directors authorized a $100 million share repurchase program. For the year ended December 31, 2024, the Company repurchased 4,445,534 shares of common stock at an average price of $21.32 per share, or approximately $94.9 million in total, including commissions. In connection with these repurchases, a reduction to additional paid-in capital in the amount of $0.4 million was recorded until it was depleted, with the remaining $94.5 million of share repurchases recorded to retained earnings. For the year ended December 31, 2023, the Company repurchased 268,800 shares of common stock at an average price of $19.03 per share, or approximately $5.1 million in total, including commissions. In connection with these repurchases, a reduction to additional paid-in capital in the amount of $0.3 million was recorded until it was depleted, with the remaining $4.8 million of repurchases recorded to retained earnings. For the year ended December 31, 2022, the Company repurchased 4,147,450 shares of common stock at an average price of $24.09 per share, or approximately $100 million in total, including commissions. A reduction to retained deficit was recorded for the full amount of these share repurchases. All shares of common stock repurchased by the Company were retired. 83 Acadian Asset Management Inc. Notes to Consolidated Financial Statements (Continued) December 31, 2024 and 2023 2) Basis of Presentation and Significant Accounting Policies The Company’s significant accounting policies are as follows: Basis of presentation These Consolidated Financial Statements reflect the historical balance sheets, statements of operations, statements of comprehensive income, statements of changes in stockholders’ equity and statements of cash flows of the Company. Within these Consolidated Financial Statements, Paulson and its related entities, as defined above, are considered “related parties.” The Consolidated Financial Statements are prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). All dollar amounts, except per-share data in the text and tables herein, are stated in millions unless otherwise indicated. Transactions between the Company and its related parties are included in the Consolidated Financial Statements; however, material intercompany balances and transactions among the Company, Acadian LLC and consolidated Funds are eliminated in consolidation. Revenue recognition Revenue from contracts with customers The Company recognizes revenue when a customer obtains control of promised goods or services in an amount that reflects the consideration the entity expects to receive in exchange for those goods or services. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, and is the unit of account in accordance with the revenue recognition guidance. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The majority of the Company’s contracts have a single performance obligation, as the promise to transfer the individual goods or services is not separately identifiable from other promises in the contracts and, therefore, not distinct. The Company’s management fee revenue is calculated based upon levels of assets under management multiplied by a fee rate. Management fee revenue is typically calculated on a monthly or quarterly basis, but is earned continuously as performance obligations are fulfilled. The transaction price is variable in contracts which calculate AUM on an average basis over a specified period and this variability is resolved at the end of the period, when the actual average AUM for the contract period may be calculated. The Company is able to resolve the variability and calculate the most likely amount to be recognized for any given period by estimating revenue based upon a daily average AUM. All of the Company’s performance obligations are satisfied ratably over time and there is no distinction in the methodology used to recognize management fee revenue in instances where there is more than one performance obligation. Typically, revenue is recognized over time using a time-based output measure to measure progress. Management fees are recognized monthly as services are rendered. Performance fees are generally assessed as a percentage of the investment performance realized on a client’s account. Performance fees are recognized when they (i) become billable to customers (based on contractual terms of agreements) and (ii) are not subject to contingent repayment. 84 Acadian Asset Management Inc. Notes to Consolidated Financial Statements (Continued) December 31, 2024 and 2023 2) Basis of Presentation and Significant Accounting Policies (cont.) The Company is required to capitalize certain costs directly related to the acquisition or fulfillment of a contract with a customer. The Company has noted no instances where sales-based compensation or similar costs met the definition of an incremental cost to acquire a contract with a customer in accordance with revenue recognition guidance. There are no instances where the Company has incurred costs to fulfill a contract with a customer, therefore no assets related to contract acquisition or fulfillment have been recognized. For each one of its contracts with customers, the Company identifies one or more performance obligations within the contract and then, for each performance obligation, determines if it is a principal (where the nature of its promise is to provide a specified good or service itself) or an agent (where the nature of its promise is to arrange for a good or service to be provided by another party). In instances where a customer reimburses the Company for a cost paid on the customer’s behalf, if the Company is acting as a principal, the reimbursement is recorded on a gross basis and if the Company is acting as an agent, the reimbursement is recorded on a net basis. Revenue from other sources Revenue from other sources also includes interest income on cash and cash equivalents. Dividend income received is recorded on the ex-dividend date. Compensation arrangements The Company operates a short term variable compensation arrangement where generally, a percentage of Acadian LLC’s annual pre-variable compensation earnings, as defined in the arrangement, is allocated to a “pool” of Acadian LLC’s key employees, and subsequently distributed to individuals subject to recommendation and approval of a remuneration committee comprised of both the Company’s and Acadian LLC’s management. Additionally, a contractual percentage of Acadian LLC performance fee revenues and post-bonus profits are included in a deferred compensation pool. The deferred compensation pool is allocated to Acadian LLC key employees and is subject to a three-year vesting period. Variable compensation expense is accrued and recognized in the Consolidated Statements of Operations as services are provided by individual employees. Variable compensation also includes discretionary annual bonuses at the Hold Co, which may be paid in the form of cash or AAMI equity. The Company operates a longer term profit-interest plan whereby certain Acadian LLC key employees are granted (or have a right to purchase) awards representing a profits interest in Acadian LLC, as distinct from an equity interest due to the lack of pari passu voting rights. Under this plan, the Company may award a portion of the aforementioned variable compensation arrangement through issuance of a profits interest in Acadian LLC. The awards generally have a three-year vesting period from the grant date, and the service period begins at the commencement of the financial period to which the variable compensation relates. Under this plan, Acadian LLC key employees are eligible to share in the profits of Acadian LLC based on their respective percentage interest held. In addition, under certain circumstances, Acadian LLC key employees are eligible to receive repurchase payments upon exiting the plan based on a multiple of the last twelve months profits of Acadian LLC, as defined. Profits allocated and movements in the potential repurchase value, determined based on a fixed multiple times trailing twelve month profits, as defined, are recognized as compensation expense. Profit interests compensation liabilities are re-measured at each reporting date at the twelve month earnings multiple, with movements treated as compensation expense in the Company’s Consolidated Statements of Operations. 85 Acadian Asset Management Inc. Notes to Consolidated Financial Statements (Continued) December 31, 2024 and 2023 2) Basis of Presentation and Significant Accounting Policies (cont.) Share-based compensation plans The Company recognizes the cost of all share-based payments to directors, senior management and employees, including grants of restricted stock and stock options, as compensation expense in the Consolidated Statements of Operations over the respective vesting periods. Awards made under the Company’s equity plans are accounted for as equity settled, and the grant date fair value is recognized as compensation expense over the requisite service period, with a corresponding contribution to additional paid-in capital. Valuation of restricted stock awards (“RSAs”) and restricted stock units (“RSUs”) is determined based on the Company’s closing share price as quoted on the New York Stock Exchange on the measurement date. For performance-based awards and stock options, a Monte-Carlo simulation model is used to determine the fair value. Key inputs for the model include: assumed reinvestment of dividends, risk-free interest rate, expected volatility and term. All excess tax benefits and deficiencies on share-based payment awards are recognized as income tax expense or benefit in the Consolidated Statements of Operations. In addition, the tax effects of exercised or vested awards are treated as discrete items in the reporting period in which they occur and excess tax benefits or deficiencies are classified with other income tax cash flows as an operating activity in the Consolidated Statements of Cash Flows. The Company recognizes forfeitures as they occur. The Company has compensation arrangements with Acadian LLC whereby in exchange for continued service, Acadian LLC equity is either purchased by, or granted to Acadian LLC key employees and may be repurchased by the Company at a future date, subject to service requirements having been met. Awards of equity made to Acadian LLC key employees are accounted for as cash settled, with the fair value recognized as compensation expense over the requisite service period, with a corresponding liability carried within other compensation liabilities on the Consolidated Balance Sheets until the award is settled. The fair value of the liability is determined with the assistance of third party valuation specialists using a discounted cash flow analysis which incorporates assumptions for the forecasted earnings information, growth rates, market risk adjustments, discount rates, when award holders maximize value and post- vesting restrictions. The liability is revalued at each reporting period, with any movements recorded within compensation expense. Consolidation The Company evaluates each of its subsidiaries and other operating entities to determine the appropriate method of accounting. Generally, majority-owned entities or otherwise controlled investments in which the Company holds a controlling financial interest as the principal shareholder, managing member, or general partner are consolidated. Funds In the normal course of business, Acadian LLC sponsors and manages certain investment vehicles (the “Funds”). The Company assesses consolidation requirements with respect to its Funds. 86 Acadian Asset Management Inc. Notes to Consolidated Financial Statements (Continued) December 31, 2024 and 2023 2) Basis of Presentation and Significant Accounting Policies (cont.) In evaluating whether or not a legal entity must be consolidated, the Company determines if such entity is a variable interest entity (“VIE”) or a voting interest entity (“VOE”). A VOE is considered an entity in which (i) the total equity investment at risk is sufficient to enable the entity to finance its activities independently and (ii) the equity holders at risk have the obligation to absorb losses, the right to receive residual returns, and the right to direct the activities of the entity that most significantly impact the entity’s economic performance. A VIE is an entity that lacks one or more of the characteristics of a VOE. Assessing whether an entity is a VIE or VOE involves judgment and analysis. Factors considered in this assessment include the entity’s legal organization, the entity’s capital structure and equity ownership and any related party or de-facto agent implications of the Company’s involvement with the entity. Investments that are determined to be VIEs are consolidated if the Company or Acadian LLC is the primary beneficiary of the investment. In evaluating whether the Company is the primary beneficiary, the Company evaluates its economic interests in the entity held either directly by the Company or indirectly through related parties on a proportional basis. The primary beneficiary of the VIE is defined as the variable interest holder that has a controlling financial interest. A controlling financial interest is defined as (i) the power to direct the activities of the VIE that most significantly impacts its economic performance and (ii) the obligation to absorb losses of the entity or the right to receive benefits from the entity that could potentially be significant to the VIE. If no single party satisfies both criteria, but the Company and its related parties satisfy the criteria on a combined basis, then the primary beneficiary is the entity out of the related party group that is most closely associated to the VIE. The consolidation analysis can generally be performed qualitatively, however, if it is not readily apparent that the Company is not the primary beneficiary, a quantitative analysis may also be performed. The Company generally is not the primary beneficiary of Fund VIEs created to manage assets for clients unless the Company’s ownership interest in the fund, including interests of related parties on a proportional basis, is significant. The Company consolidates VOEs when it has control over significant operating, financial and investing decisions of the entity or holds the majority voting interest. Upon the occurrence of certain events (such as contributions and redemptions, either by the Company, Acadian LLC, or third parties, or amendments to the governing documents of the Company’s investees or sponsored Funds) management reviews and reconsiders its previous conclusion regarding the status of an entity as a VIE or a VOE. Additionally, management continually reconsiders whether the Company is deemed to be a VIE’s primary beneficiary who consolidates such entity. Investments and Investment Transactions Valuation of investments held at fair value Valuation of Fund investments is evaluated pursuant to the fair value methodology discussed below. Other investments are categorized as trading and recorded at estimated fair value. Realized and unrealized gains and losses arising from changes in fair value of investments are reported within net consolidated funds’ investment gains and losses in the Consolidated Statements of Operations. See Note 4 for a summary of the inputs utilized to determine the fair value of other investments held at fair value. 87 Acadian Asset Management Inc. Notes to Consolidated Financial Statements (Continued) December 31, 2024 and 2023 2) Basis of Presentation and Significant Accounting Policies (cont.) Security transactions The Company generally records securities transactions on a trade-date basis. Realized gains and losses on securities transactions are generally determined on the average-cost method (net of foreign capital gain taxes) and for certain transactions determined based on the specific identification method. Income and expense recognition The Company records interest income on an accrual basis and includes amortization of premiums and accretion of discounts. Dividend income is recorded on the ex-dividend date, net of applicable withholding taxes. Expenses are recorded on an accrual basis. Short sales Certain Funds may sell a security they do not own in anticipation of a decline in the fair value of that security. When a Fund sells a security short, it must borrow the security sold short and deliver it to the broker-dealer through which it made the short sale. The short sales are secured by the long portfolio and available cash. The dollar value of which is at least equal to the market value of the security at the time of the short sale. The Fund records a gain, limited to the price at which the Fund sold the security short, or a loss, unlimited in size, upon the termination of a short sale. The amount of the gain or loss will be equal to the proceeds received in entering into the short sale less the cost of buying back the short security to close the short position. While the transaction is open, the Fund will incur an expense for any accrued dividends or interest which is paid to the lender of the securities. These short sales may involve a level of risk in excess of the liability recognized in the accompanying Consolidated Balance Sheets. The extent of such risk cannot be quantified. Funds’ Derivatives Certain Funds may use derivative instruments. The Funds’ derivative instruments may include foreign currency exchange contracts, credit default swaps, equity swaps, interest rate swaps, financial futures contracts and warrants. The fair values of derivative instruments are recorded as other assets of consolidated Funds or other liabilities of consolidated Funds on the Company’s Consolidated Balance Sheets. The Funds have used foreign exchange forwards to hedge the risk of movement in exchange rates on financial assets on a limited basis. The Company’s Funds have not designated any financial instruments for hedge accounting, as defined in the accounting literature, during the periods presented. The gains or losses on Fund’s derivative instruments not designated for hedge accounting are included as net consolidated Funds gains or losses in the Company’s Consolidated Statements of Operations. 88 Acadian Asset Management Inc. Notes to Consolidated Financial Statements (Continued) December 31, 2024 and 2023 2) Basis of Presentation and Significant Accounting Policies (cont.) Foreign currency translation and transactions Assets and liabilities of non-U.S. entities for which the local currency is the functional currency are translated at current exchange rates as of the end of the accounting period. The related revenues and expenses are translated at average exchange rates in effect during the period. Net exchange gains and losses resulting from translation are excluded from income and are recorded as part of accumulated other comprehensive income (loss). Transactions denominated in a foreign currency are revalued at the current exchange rate at the transaction date and any related gains and losses are recognized in earnings. Fair value measurements In accordance with the accounting standards for fair value measurements, fair value is the price that the Company expects to be paid upon the sale of an asset or expects to pay upon the transfer of a liability in an orderly transaction between market participants. There is a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability. Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from independent sources. Unobservable inputs reflect the Company’s own conclusions about the assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. Assets and liabilities measured and reported at fair value are classified and disclosed in one of the following categories: • Level I—Quoted prices are available in active markets for identical investments as of the reporting date. The type of investments included in Level I include listed equities and listed derivatives. As required by U.S. GAAP, the Company does not adjust the quoted price for these investments. • Level II—Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of models or other valuation methodologies utilizing observable market inputs other than quoted prices. Investments which are generally included in this category include corporate bonds, less liquid and restricted equity securities and certain over- the-counter derivatives. • Level III—Pricing inputs are unobservable for the asset or liability and include assets and liabilities where there is little, if any, market activity for the investment. The inputs into the determination of fair value require significant management judgment or estimation. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the investment. In cases in which the fair value of an investment is established using the net asset value (or its equivalent) as a practical expedient, the investment is not categorized within the fair value hierarchy. 89 Acadian Asset Management Inc. Notes to Consolidated Financial Statements (Continued) December 31, 2024 and 2023 2) Basis of Presentation and Significant Accounting Policies (cont.) Use of estimates The preparation of these Consolidated Financial Statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from such estimates, and the differences may be material to the Consolidated Financial Statements. Operating segment The Company currently operates in one reportable segment that provides investment management services and products primarily to institutional clients. See Note 21 for further information regarding the Company’s segment. Derivatives and Hedging The Company may utilize derivative financial instruments to hedge the risk of movement of interest rates and foreign currency on financial assets and liabilities. These derivative financial instruments may or may not qualify as hedges for accounting purposes. The Company records all derivative financial instruments as either assets or liabilities on its Consolidated Balance Sheets and measures these instruments at fair value. For a derivative financial instrument that qualifies as a hedge for accounting purposes and is designated as a hedging instrument, the effective portion of the derivative’s gain or loss is initially reported as a component of other comprehensive income (loss) and subsequently reclassified into earnings over the life of the hedge. The ineffective portion of the gain or loss is recognized in earnings immediately. Cash and cash equivalents The Company considers all highly liquid investments, including money market mutual funds, with original maturities of three months or less to be cash equivalents. Cash equivalents are stated at cost, which approximates market value due to the short-term maturity of these investments. Cash held by consolidated Funds is not available to fund general liquidity needs of the Company and is therefore also classified as restricted cash. Investment advisory fees receivable The Company earns management and performance fees which are billed monthly, quarterly and annually, according to the terms of the relevant investment management agreement. Management and performance fees that have been earned but have not yet been collected are presented as investment advisory fees receivable on the Consolidated Balance Sheets. Due to the short-term nature and liquidity of these receivables, the carrying amounts approximate their fair values. The Company typically does not record an allowance for doubtful accounts or bad debt expense, or any amounts recorded have been immaterial. 90 Acadian Asset Management Inc. Notes to Consolidated Financial Statements (Continued) December 31, 2024 and 2023 2) Basis of Presentation and Significant Accounting Policies (cont.) Fixed assets Fixed assets are recorded at historical cost and depreciated using the straight-line method over their estimated useful lives. The estimated useful lives of office equipment and furniture and fixtures range from three to ten years. Leasehold improvements are amortized over the shorter of their estimated useful lives or the remaining term of the lease. Computer software developed or obtained for internal use capitalized during the application development stage is amortized using the straight-line method over the estimated useful life of the software, which is generally five years or less. The costs of improvements that extend the life of a fixed asset are capitalized, while the costs of repairs and maintenance are expensed as incurred. Goodwill The Company records goodwill when the consideration paid in a business acquisition exceeds the fair value of the net total of tangible assets acquired, identifiable intangible assets acquired and liabilities assumed. Goodwill is not amortized, but rather is tested for impairment annually or more frequently if events or circumstances occur that indicate impairment may exist. Factors that could trigger an impairment review include significant underperformance relative to historical or projected future operating results, significant changes in the Company’s use of the acquired assets in a business combination or the strategy for the Company’s overall business, and significant negative industry or economic trends. The Company performs its assessment for impairment of goodwill annually as of the first business day of the fourth quarter, or as necessary. The Company has determined that it had one reporting unit, consisting of Acadian LLC, as of the annual goodwill impairment test date. The Company first considers various qualitative factors to determine if it is more likely than not that the fair value of the reporting unit is greater than its respective carrying amount, including goodwill. If based on the qualitative assessment it is determined that it is more likely than not that the fair value of the reporting unit is below its respective carrying amount, therefore indicating that impairment may exist, the impact would be determined at that point through a quantitative assessment. For purposes of assessing potential impairment, the fair value of the reporting unit is estimated and compared to the carrying value of the reporting unit. The fair value of a reporting unit is based on discounted estimated future cash flows. The assumptions used to estimate fair value include management’s estimates of future growth rates, operating cash flows, discount rates and terminal value. These assumptions and estimates can change in future periods based on market movement and factors impacting the expected business performance. Changes in assumptions or estimates could materially affect the determination of the fair value of the reporting unit. If it is determined that the carrying value of the reporting unit exceeds its fair value, an impairment charge is recognized in the amount equal to that excess; not to exceed the total amount of goodwill allocated to that reporting unit. Based on the Company’s most recent annual goodwill impairment test, the Company concluded that the fair value of its reporting unit was more likely than not in excess of their carrying value. At the close of each year, management assessed whether there were any conditions present during the fourth quarter that would indicate impairment subsequent to the initial assessment date and concluded that no such conditions were present. 91 Acadian Asset Management Inc. Notes to Consolidated Financial Statements (Continued) December 31, 2024 and 2023 2) Basis of Presentation and Significant Accounting Policies (cont.) Leases Contracts are evaluated at inception to determine whether such contract is or contains a lease. The Company leases certain office space and equipment under non-cancelable operating leases. As leases expire, they are normally renewed or replaced in the ordinary course of business. Lease agreements may contain renewal options exercisable by the Company, rent escalation clauses and/or other incentives provided by the landlord. Renewal options that have been determined to be reasonably certain to be exercised are included in the lease term. Rights and obligations attributable to identified leases with a term in excess of twelve months are recognized on the Company’s Consolidated Balance Sheets in the form of right‐of‐use (ROU) assets and operating lease liabilities are recognized as of the date the underlying assets are available for use, which may be the date the Company gains access to begin leasehold improvements. Lease payments related to short‐term leases with a term of twelve months or less are recognized on a straight‐line basis as short‐term lease expense. Operating lease liabilities are initially and subsequently measured as the present value of future lease payments over the lease term. For the purposes of this calculation, lease payments consist of fixed monthly lease payments related to use of the underlying assets. As the Company's leases generally do not have a readily determinable implicit rate, the company uses its incremental borrowing rate to determine the present value of fixed lease payments based on information available at the lease commencement date. ROU assets are initially valued equal to the corresponding lease liabilities, adjusted for any lease incentives payable to the Company. Subsequently, the amortization of ROU assets is recognized as a component of operating lease expense. The total cost of operating leases is recognized on a straight‐line basis over the life of the related leases, and is composed of imputed interest on lease liabilities measured using the effective interest method and amortization of the ROU asset. Variable lease payments are primarily related to services such as common‐area maintenance and utilities, property taxes and insurance, and are recognized as variable lease expense when incurred. ROU assets are tested for impairment whenever changes in facts or circumstances indicate that the carrying amount of an asset may not be recoverable. Modification of a lease term would result in re‐measurement of the lease liability and a corresponding adjustment to the ROU asset. Earnings per share The Company calculates basic and diluted earnings per share (“EPS”) by dividing net income by its shares outstanding as outlined below. Basic EPS attributable to the Company’s stockholders is calculated by dividing “Net income attributable to controlling interests” by the weighted-average number of shares outstanding. Diluted EPS is similar to basic EPS, but adjusts for the effect of potential shares of common stock unless they are antidilutive. For periods with a net loss, potential shares of common stock are considered antidilutive. The Company considers two ways to measure dilution to earnings per share: (a) calculate the net number of shares that would be issued assuming any related proceeds are used to buy back outstanding shares (the treasury stock method), or (b) assume the gross number of shares are issued and calculate any related effects on net income available for stockholders (the if-converted or two-class method). As appropriate, the Company’s policy is to apply the more dilutive methodology upon issuance of such instruments. 92 Acadian Asset Management Inc. Notes to Consolidated Financial Statements (Continued) December 31, 2024 and 2023 2) Basis of Presentation and Significant Accounting Policies (cont.) Deferred financing costs The Company records debt issuance costs of term loans as a direct deduction from the carrying amount of the associated debt liability. For debt issuance costs of revolving credit loans, the Company presents debt issuance costs as an asset and subsequently amortizes the deferred costs ratably over the term of the agreement. Income taxes Deferred income taxes are recognized for the effects of temporary differences between the tax basis of an asset or liability and its reported amount in the Consolidated Financial Statements. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company’s deferred tax assets have been attributable to investment in partnerships and employee compensation. Deferred income tax assets are subject to a valuation allowance if, in management’s opinion, it is not more-likely-than-not that these benefits will be realized. In evaluating the Company’s ability to recover its deferred tax assets, the Company considers all available positive and negative evidence including its past operating results, the existence of cumulative earnings or losses in the most recent years and its forecast of future taxable income. In estimating future taxable income, the Company develops assumptions including the amount of future pre-tax operating income and the reversal of temporary differences. These assumptions require significant judgment about the forecasts of future taxable income and are consistent with the plans and estimates the Company is using to manage the underlying businesses. The Company’s accounting policy is to treat the global intangible low-taxed income taxes as period costs in the accounting and tax periods in which they are incurred. A tax benefit should only be recognized if it is more-likely-than-not that the position will be sustained based on its technical merits. The Company recognizes the financial statement benefit of a tax position only after considering the probability that a tax authority would uphold the position in an examination. For tax positions meeting a “more-likely-than-not” threshold, the amount recognized in the financial statements is the largest cumulative amount of benefit greater than 50% likely of being sustained. The more-likely-than-not threshold must continue to be met in each reporting period to support continued recognition of the benefit. Unrecognized tax benefits and related interest and penalties are adjusted periodically to reflect changing facts and circumstances. The Company’s accounting policy is to classify interest and related charges as a component of income tax expense. Non-controlling interests For certain entities that are consolidated, but not 100% owned, the Company reports non-controlling interests as equity on its Consolidated Balance Sheets. The Company's consolidated net income on the Consolidated Statements of Operations includes the income (loss) attributable to non-controlling interest holders of Funds. Ownership interests held by Acadian LLC key employees are categorized as liabilities on the Consolidated Balance Sheets and are revalued each reporting date, with movements treated as compensation expense in the Consolidated Statements of Operations. 93 Acadian Asset Management Inc. Notes to Consolidated Financial Statements (Continued) December 31, 2024 and 2023 2) Basis of Presentation and Significant Accounting Policies (cont.) Non-controlling interests in consolidated Funds on the Consolidated Balance Sheets include undistributed income owned by the investors in the respective Funds. The Company’s consolidated net income on the Consolidated Statements of Operations includes the income (loss) attributable to non-controlling interest holders of these consolidated entities. Redeemable non-controlling interests The Company includes redeemable non-controlling interests related to certain consolidated Funds as temporary equity on the Consolidated Balance Sheets. Non-controlling interests in certain consolidated Funds are subject to monthly or quarterly redemption by the investors. When redeemable amounts become legally payable to investors, they are classified as a liability and included in total liabilities of consolidated Funds on the Consolidated Balance Sheets. Other comprehensive income (loss) Other comprehensive income (loss) is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances, excluding those resulting from investments by and distributions to owners. For the Company’s purposes, comprehensive income (loss) represents net income (loss), as presented in the accompanying Consolidated Statements of Operations, adjusted for foreign currency translation adjustments, net of tax and adjustments to the valuation and amortization of certain derivative securities, net of tax. Recently adopted accounting standards In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures. This amendment requires annual and interim disclosures of significant segment expenses that are regularly provided to the chief operating decision maker by reportable segment and clarifies that single reportable segment entities are required to apply all existing segment disclosures in the guidance. This amendment is effective for annual periods beginning after December 15, 2023 and for interim periods beginning after December 15, 2024. The Company adopted the updated guidance for the annual reporting period beginning January 1, 2024, which did not result in a material impact to our Consolidated Financial Statements. Refer to Note 21 for related disclosures about our reportable operating segments. New accounting standards not yet adopted In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures, which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. This amendment is effective for annual periods beginning after December 15, 2024. The Company does not expect the additional disclosure requirements under ASU 2023-09 to have a material impact on the Consolidated Financial Statements. 94 Acadian Asset Management Inc. Notes to Consolidated Financial Statements (Continued) December 31, 2024 and 2023 2) Basis of Presentation and Significant Accounting Policies (cont.) In March 2024, the FASB issued ASU 2024-01, Compensation - Stock Compensation (Topic 718), Scope Application of Profits Interest and Similar Awards. This standard provides clarity regarding whether profits interest and similar awards are within the scope of Topic 718 of the Accounting Standards Codification. This amendment is effective for annual periods beginning after December 15, 2024. Early adoption is permitted. The Company does not expect the adoption of ASU 2024-01 to have a material impact on the Consolidated Financial Statements. In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-4): Disaggregation of Income Statement Expenses, which requires disclosures of additional information and disaggregation of certain expenses included in the income statement. This amendment is for annual periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027. The Company is evaluating the impact that the adoption will have on the Consolidated Financial Statements and have not yet determined the transition approach. The Company has considered all other newly issued accounting guidance that is applicable to the Company’s operations and the preparation of the Consolidated Financial Statements, including those that have not yet been adopted. The Company does not believe that any such guidance has or will have a material effect on its Consolidated Financial Statements and related disclosures. 3) Investments Investments are comprised of the following at December 31 (in millions): 2024 2023 Investments of consolidated Funds $ 154.0 $ 33.9 Other investments 19.4 20.0 Investments related to long-term incentive compensation plans 48.5 44.7 Total investments per Consolidated Balance Sheets $ 221.9 $ 98.6 95 Acadian Asset Management Inc. Notes to Consolidated Financial Statements (Continued) December 31, 2024 and 2023 4) Fair Value Measurements The following table summarizes the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2024 (in millions): Quoted prices in active markets (Level I) Significant other observable inputs (Level II) Significant unobservable inputs (Level III) Uncategorized Total value, December 31, 2024 Assets of AAMI and consolidated Funds Common and preferred stock $ 94.2 $ — $ — $ — $ 94.2 Corporate bonds — 59.1 — — 59.1 Derivatives — 0.7 — — 0.7 Consolidated Funds total 94.2 59.8 — — 154.0 Investments related to long-term incentive compensation plans 48.5 — — — 48.5 Investments in unconsolidated Funds — — — 19.4 19.4 AAMI total 48.5 — — 19.4 67.9 Total fair value assets $ 142.7 $ 59.8 $ — $ 19.4 $ 221.9 Liabilities of consolidated Funds Securities sold short $ (20.4) $ — $ — $ — $ (20.4) Derivatives — (0.3) — — (0.3) Consolidated Funds total (20.4) (0.3) — — (20.7) Total fair value liabilities $ (20.4) $ (0.3) $ — $ — $ (20.7) The following table summarizes the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2023 (in millions): (1) (3) (4) (1) 96 Acadian Asset Management Inc. Notes to Consolidated Financial Statements (Continued) December 31, 2024 and 2023 4) Fair Value Measurements (cont.) Quoted prices in active markets (Level I) Significant other observable inputs (Level II) Significant unobservable inputs (Level III) Uncategorized Total value, December 31, 2023 Assets of AAMI and consolidated Funds Common and preferred stock $ 19.0 $ — $ — $ — $ 19.0 Corporate bonds — 14.8 — — 14.8 Derivatives — 0.1 — — 0.1 Consolidated Funds total 19.0 14.9 — — 33.9 Investments in separate accounts $ 2.1 $ — $ — $ — $ 2.1 Investments related to long-term incentive compensation plans 44.7 — — — 44.7 Investments in unconsolidated Funds — — — 17.9 17.9 AAMI total 46.8 — — 17.9 64.7 Total fair value assets $ 65.8 $ 14.9 $ — $ 17.9 $ 98.6 Liabilities of consolidated Funds Securities sold short $ (4.0) $ — $ — $ — $ (4.0) Derivatives — (0.1) — — (0.1) Consolidated Funds total (4.0) (0.1) — — (4.1) Total fair value liabilities $ (4.0) $ (0.1) $ — $ — $ (4.1) (1) Assets and liabilities measured at fair value are comprised of financial investments managed by Acadian LLC. Equity securities and derivatives which are traded on a national securities exchange are stated at the last reported sales price on the day of valuation. To the extent these securities are actively traded and valuation adjustments are not applied, they are classified as Level I. The securities that trade in markets that are not considered to be active but are valued based on quoted market prices, dealer quotations or alternative pricing sources supported by observable inputs obtained by the Company from independent pricing services are classified as Level II. The Company obtains prices from independent pricing services that may utilize broker quotes, but generally the independent pricing services will use various other pricing techniques which take into account appropriate factors such as yield, quality, coupon rate, maturity, type of issue, trading characteristics and other data. The Company has not made adjustments to the prices provided. Assets of consolidated Funds also include investments in Corporate bonds. (1) (2) (3) (4) (1) 97 Acadian Asset Management Inc. Notes to Consolidated Financial Statements (Continued) December 31, 2024 and 2023 4) Fair Value Measurements (cont.) If the pricing services are only able to (a) obtain a single broker quote or (b) utilize a pricing model with unobservable inputs, such securities are classified as Level III. If the pricing services are unable to provide prices, the Company attempts to obtain one or more broker quotes directly from a dealer or values such securities at the last bid price obtained. In either case, such securities are classified as Level III. The Company performs due diligence procedures over third party pricing vendors to understand their methodology and controls to support their use in the valuation process to ensure compliance with required accounting disclosures. (2) Investments in separate accounts of $2.1 million at December 31, 2023, were composed of approximately 1% cash equivalents and 99% equity securities. The Company values these using the published price of the underlying securities (classified as Level I) or quoted price supported by observable inputs as of the measurement date (classified as Level II). (3) Investments related to long-term incentive compensation plans of $48.5 million and $44.7 million at December 31, 2024 and December 31, 2023, respectively, were investments in publicly registered daily redeemable funds (some managed by Acadian LLC), which the Company has classified as trading securities and valued using the published price as of the measurement dates. Accordingly, the Company has classified these investments as Level I. (4) The uncategorized amounts of $19.4 million and $17.9 million at December 31, 2024 and December 31, 2023, respectively, relate to investments in unconsolidated Funds which consist primarily of investments in Funds and are valued using NAV which the Company relies on to determine their fair value as a practical expedient and has therefore not classified these investments in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to amounts presented in the Consolidated Balance Sheets. These unconsolidated Funds consist primarily of real estate investment Funds and other investment vehicles. The NAVs that have been provided by investees have been derived from the fair values of the underlying investments as of the measurement dates. Other investment vehicles are not subject to redemption restrictions. The real estate investment Funds of $2.9 million and $3.6 million at December 31, 2024 and December 31, 2023, respectively, were subject to longer than monthly or quarterly redemption restrictions, and due to their nature, distributions are received only as cash flows are generated from underlying assets over the life of the Funds. The range of time over which the underlying assets are expected to be liquidated by the investees is approximately one year from December 31, 2024. The valuation process for the underlying real estate investments held by the real estate investment Funds begins with each property or loan being valued by the investment teams. The valuations are then reviewed and approved by the valuation committee, which consists of senior members of the portfolio management, finance, and research teams. For certain properties and loans, the valuation process may also include a valuation by independent appraisers. In connection with this process, changes in fair value measurements from period to period are evaluated for reasonableness, considering items such as market rents, capitalization and discount rates, and general economic and market conditions. There were no significant transfers of financial assets or liabilities between Levels II or III during the year ended December 31, 2024. 98 Acadian Asset Management Inc. Notes to Consolidated Financial Statements (Continued) December 31, 2024 and 2023 5) Variable Interest Entities The Company, through Acadian LLC, sponsors the formation of various entities considered to be variable interest entities (“VIEs”). These VIEs are primarily Funds managed by Acadian LLC and other partnership interests typically owned entirely by third-party investors. Certain Funds may be capitalized with seed capital investments from the Company and may be owned partially by Acadian LLC key employees and/or individuals that have ownership interests in Acadian LLC. The Company’s determination of whether it is the primary beneficiary of a Fund that is a VIE is based in part on an assessment of whether or not the Company and its related parties are exposed to absorb more than an insignificant amount of the risks and rewards of the entity. Typically, the Fund’s investors are entitled to substantially all of the economics of these VIEs with the exception of the management fees and performance fees, if any, earned by the Company or any investment the Company has made into the Funds. The Company generally is not the primary beneficiary of Fund VIEs created to manage assets for clients unless the Company’s ownership interest, including interests of related parties, is substantial. The following table presents the assets and liabilities of Funds that are VIEs and consolidated by the Company (in millions): 2024 2023 Assets Investments $ 154.0 $ 33.9 Other assets of consolidated Funds 5.3 1.3 Total Assets $ 159.3 $ 35.2 Liabilities Liabilities of consolidated Funds $ 21.2 $ 4.3 Total Liabilities $ 21.2 $ 4.3 “Investments” consist of investments in equity securities, corporate bonds and derivative securities. To the extent the Company also has consolidated Funds that are not VIEs, the assets and liabilities of those Funds are not included in the table above. The assets of consolidated VIEs presented in the table above belong to the investors in those Funds, are available for use only by the Fund to which they belong, and are not available for use by the Company to the extent they are held by non-controlling interests. Any debt or liabilities held by consolidated Funds have no recourse to the Company’s general credit. The Company’s involvement with Funds that are VIEs and not consolidated by the Company is generally limited to that of an investment manager and its investment in the unconsolidated VIE, if any. The Company’s investment in any unconsolidated VIE generally represents an insignificant interest of the Fund’s net assets and assets under management, such that the majority of the VIE’s results are attributable to third parties. The Company’s exposure to risk in these entities is generally limited to any capital contribution it has made or is required to make and any earned but uncollected management fees. The Company has not issued any investment performance guarantees to these VIEs or their investors. 99 Acadian Asset Management Inc. Notes to Consolidated Financial Statements (Continued) December 31, 2024 and 2023 5) Variable Interest Entities (cont.) The following information pertains to unconsolidated VIEs for which the Company holds a variable interest at December 31 (in millions): 2024 2023 Unconsolidated VIE assets $ 558.7 $ 669.1 Unconsolidated VIE liabilities $ 270.4 $ 316.5 Equity interests on the Consolidated Balance Sheets $ 2.9 $ 3.6 Maximum risk of loss $ 2.9 $ 3.6 (1) Includes equity investments the Company has made. 6) Fixed Assets Fixed assets consisted of the following at December 31 (in millions): 2024 2023 Leasehold improvements $ 28.5 $ 30.0 Office equipment 8.7 9.5 Furniture and fixtures 6.3 6.2 Software and web development 111.1 118.0 Fixed assets, at cost 154.6 163.7 Accumulated depreciation and amortization (118.9) (119.5) Fixed assets, net $ 35.7 $ 44.2 Depreciation and amortization expense was $18.5 million, $17.3 million and $18.5 million for the years ended December 31, 2024, 2023 and 2022, respectively. During the year ended December 31, 2024 and 2023, the Company disposed of property, plant, and equipment with a cost basis of $19.0 million and $4.4 million, respectively, and accumulated depreciation of $(19.0) million and $(4.4) million, respectively. These disposals included leasehold improvements, office equipment, furniture and fixtures and software. There were no gains or losses on disposals recorded during the year ended December 31, 2024 and 2023. 7) Leases The Company has operating leases for corporate offices, data centers and certain equipment. The operating leases have remaining lease terms of less than 1 year to 9 years, some of which include options to extend the leases for up to 5 years. (1) 100 Acadian Asset Management Inc. Notes to Consolidated Financial Statements (Continued) December 31, 2024 and 2023 7) Leases (cont.) The following table summarizes information about the Company’s operating leases for the years ended December 31 (in millions): 2024 2023 2022 Operating lease cost $ 8.7 $ 8.6 $ 10.0 Variable lease cost 0.1 0.1 0.1 Sublease income — — (0.5) Total operating lease expense $ 8.8 $ 8.7 $ 9.6 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 9.0 $ 9.3 6.4 ROU asset obtained in exchange for new operating lease liabilities 2.1 3.4 2.2 In determining the incremental borrowing rate, the Company considered the interest rate yield for the specific interest rate environment and the Company’s credit spread at the inception of the lease. For the years ended December 31, 2024 and 2023, the weighted average remaining lease term was 8.5 years and 9.5 years, respectively, and the weighted average discount rate was 3.55% and 3.53%, respectively. Maturities of operating lease liabilities were as follows (in millions): Operating Leases Year Ending December 31, 2025 $ 9.5 2026 9.4 2027 9.0 2028 8.6 2029 8.0 Thereafter 33.2 Total lease payments 77.7 Less imputed interest (10.4) Total $ 67.3 101 Acadian Asset Management Inc. Notes to Consolidated Financial Statements (Continued) December 31, 2024 and 2023 8) Goodwill The following table presents the changes in goodwill in 2024 and 2023 (in millions): Quant & Solutions Goodwill $ 22.1 Accumulated impairment (1.8) December 31, 2022 $ 20.3 Additions — Impairments — Goodwill 22.1 Accumulated impairment (1.8) December 31, 2023 $ 20.3 Additions — Impairments — Goodwill 22.1 Accumulated impairment (1.8) December 31, 2024 $ 20.3 9) Related Party Transactions Amounts due for investment advisory fee receivables from related parties were comprised of the following at December 31 (in millions): 2024 2023 Investment advisory fee receivable from unconsolidated Funds $ 42.7 $ 21.2 Total amounts due for investment advisory fee receivables from related parties $ 42.7 $ 21.2 Related party transactions included in the Company’s Consolidated Statements of Operations for the years ended December 31 consisted of (in millions): Revenues: 2024 2023 2022 Management fees from unconsolidated Funds $ 119.9 $ 86.5 $ 93.6 Performance fees from unconsolidated Funds 9.3 1.0 3.6 Total related party revenues $ 129.2 $ 87.5 $ 97.2 (1) (1) (1) 102 Acadian Asset Management Inc. Notes to Consolidated Financial Statements (Continued) December 31, 2024 and 2023 9) Related Party Transactions (cont.) (1) Transactions with unconsolidated Acadian LLC-sponsored Funds are considered related party items on the basis of the Company’s significant influence over the activities of such entities in its capacity as investment advisor thereto. These transactions are comprised of fees for advisory services and investments in unconsolidated funds. See Note 4 “Fair Value Measurements” for more information on the investments in unconsolidated funds. 10) Accounts Payable and Accrued Expenses Accounts payable and accrued expenses consisted of the following at December 31 (in millions): 2024 2023 Accounts payable $ 6.7 $ 8.6 Accrued expenses 25.6 24.9 Accrued interest payable 5.6 5.6 Total accounts payable and accrued expenses $ 37.9 $ 39.1 11) Other Compensation Liabilities Other compensation liabilities consisted of the following at December 31 (in millions): 2024 2023 Share-based payments liability (Note 18) $ 25.4 $ 23.0 Profit interests compensation liability 18.7 — Voluntary deferral plan liability (Note 17) 48.4 44.5 Total other compensation liabilities $ 92.5 $ 67.5 Profit interests compensation expense amounted to $19.0 million in 2024, $0.0 million in 2023, and $(28.0) million in 2022. Redemptions of profit sharing interests from Acadian LLC key employees for cash were $0.3 million in 2024, $0.0 million in 2023, and $2.7 million in 2022. 103 Acadian Asset Management Inc. Notes to Consolidated Financial Statements (Continued) December 31, 2024 and 2023 12) Borrowings and Debt The Company’s borrowings and long-term debt were comprised of the following as of the dates indicated (in millions): December 31, 2024 December 31, 2023 (in millions) Carrying value Fair Value Fair Value Level Carrying value Fair Value Fair Value Level Revolving credit facility: $140 million revolving credit facility expiring August 29, 2027 $ — $ — $ — $ — Total revolving credit facility $ — $ — $ — $ — Third-party borrowings: $275 million 4.80% Senior Notes Due July 27, 2026 274.3 271.7 2 273.9 263.1 2 Total third-party borrowings $ 274.3 $ 271.7 $ 273.9 $ 263.1 (1) Fair value approximates carrying value because the credit facility has variable interest rates based on selected short term market rates. (2) On August 29, 2024, Acadian LLC’s $125 million revolving credit facility was terminated and replaced with a new $140 million revolving credit facility. (3) The difference between the principal amounts and the carrying values of the senior notes in the table above reflects the unamortized debt issuance costs and discounts. Revolving credit facility On August 29, 2024, Acadian LLC, Royal Bank of Canada, Goldman Sachs Bank USA, Morgan Stanley Bank, N.A., the Bank of New York Mellon, Bank of America N.A., as an issuing bank, and Citibank, N.A., as an issuing bank and administrative agent (collectively, the “Lenders”), entered into a new revolving credit facility agreement (the “Acadian LLC Credit Agreement”), which replaced Acadian LLC’s revolving credit facility dated as of March 7, 2022 (the “Prior Credit Agreement”). The maturity date of the Prior Credit Agreement was March 7, 2025, and the maturity date of the Acadian LLC Credit Agreement is August 29, 2027. Borrowings under the Acadian LLC Credit Agreement bear interest, at Acadian LLC’s option, at the per annum rate equal to either (a) the greatest of (i) the prime rate, (ii) the federal funds effective rate plus 0.5% and (iii) the secured overnight financing rate for a one month period plus a credit spread adjustment of 0.10% (“Adjusted Term SOFR”) plus 1%, plus, in each case, an additional amount ranging from 0.5% to 1.0%, with such additional amount based on Acadian LLC’s Leverage Ratio (as defined below) or (b) Adjusted Term SOFR plus an additional amount ranging from 1.5% to 2.0%, with such additional amount based on Acadian LLC’s Leverage Ratio. In addition, a commitment fee is charged based on the average daily unused portion of the revolving credit facility under the Acadian LLC Credit Agreement at a per annum rate ranging from 0.25% to 0.375%, with such amount based on Acadian LLC’s Leverage Ratio. The weighted average interest rate for the revolving credit facility was 6.93%, 6.19% and 2.64% in 2024, 2023 and 2022, respectively. (1)(2) (3) 104 Acadian Asset Management Inc. Notes to Consolidated Financial Statements (Continued) December 31, 2024 and 2023 12) Borrowings and Debt (cont.) Under the Acadian LLC Credit Agreement, the ratio of Acadian LLC’s third-party borrowings to Acadian LLC’s trailing twelve months Adjusted EBITDA, as defined by the Acadian LLC Credit Agreement (the “Leverage Ratio”), cannot exceed 2.5x and the Acadian LLC interest coverage ratio must not be less than 4.0x. Senior Notes In July 2016, the Company issued $275.0 million of 4.80% Senior Notes due 2026 (the “2026 Notes”). The $275.0 million 2026 Notes were sold at a discount of $(0.5) million and the Company incurred debt issuance costs of $(3.0) million, which are being amortized to interest expense over the ten-year term. The 2026 Notes can be redeemed at any time prior to the scheduled maturity in part or in aggregate, at the greater of the 100% principal amount at that time or the sum of the remaining scheduled payments discounted at the treasury rate plus 0.5%, together with any related accrued and unpaid interest. The fair value of the senior notes was determined using broker quotes and any recent trading activity for the notes, which are considered Level II inputs. As of December 31, 2024, the aggregate maturities of debt commitments, based on their contractual terms, are as follows: Future minimum debt commitments 2025 $ — 2026 275.0 2027 — 2028 — 2029 — Thereafter — Total $ 275.0 The Company was in compliance with the required covenants related to borrowings and debt facilities as of December 31, 2024. 105 Acadian Asset Management Inc. Notes to Consolidated Financial Statements (Continued) December 31, 2024 and 2023 13) Income Taxes Income before income taxes consisted of the following for the years ended December 31 (in millions): 2024 2023 2022 Domestic $ 118.1 $ 90.1 $ 139.1 Foreign 7.6 6.4 5.7 Total $ 125.7 $ 96.5 $ 144.8 The components of income tax expense for the years ended December 31 are as follows (in millions): 2024 2023 2022 Current: Federal $ 32.0 $ 22.6 $ 21.9 State 14.7 11.2 14.4 Foreign 2.4 1.6 1.5 Total current expense (benefit) 49.1 35.4 37.8 Deferred: Federal (9.9) (6.3) 4.7 State — 0.5 1.5 Foreign (0.3) (0.2) 0.2 Total deferred expense (benefit) (10.2) (6.0) 6.4 Total tax expense (benefit) $ 38.9 $ 29.4 $ 44.2 The Company has recognized income tax benefit related to derivative securities within other comprehensive income of $0.9 million, $0.9 million and $1.3 million in the years ended December 31, 2024, 2023 and 2022, respectively. The provision for income taxes in 2024, 2023 and 2022 included benefits of $0.0 million, $0.0 million and $0.1 million, respectively, related to the utilization of net operating loss carryforwards. 106 Acadian Asset Management Inc. Notes to Consolidated Financial Statements (Continued) December 31, 2024 and 2023 13) Income Taxes (cont.) The reconciliation of the difference between the Company’s U.S. Federal statutory income tax rate and the effective income tax rate for the years ended December 31 is as follows: 2024 2023 2022 Tax at U.S. federal statutory income tax rate 21.0 % 21.0 % 21.0 % State income taxes, net of federal benefit 7.1 % 7.3 % 8.0 % Other permanent tax items — % (0.2) % 0.1 % Executive Compensation 0.2 % 0.1 % 0.2 % Adjustment to liabilities for uncertain tax positions 0.2 % 0.2 % (0.1) % Effect of foreign operations 1.0 % 0.8 % 0.7 % Effect of changes in tax law — % 3.5 % — % Effect of income from non-controlling interest (0.3) % (0.3) % — % Impact of state tax obligations on deferred tax assets 1.9 % (1.5) % (0.5) % Other (0.1) % (0.4) % 1.1 % Effective income tax rate 31.0 % 30.5 % 30.5 % The Company’s effective income tax rate is higher than the US federal tax rate of 21% primarily due to its state tax obligations. During the year ended December 31, 2023, Massachusetts enacted a change in the state’s apportionment formula for corporations. The Company measures its deferred tax assets and liabilities at the enacted rates for the period in which these items would reverse. As a result, in the year ended December 31, 2023, the Company recorded the discrete tax impact due to the effect of the change in tax law. The Company reduced its liability for uncertain tax positions by $0.1 million, $0.5 million and $0.9 million during the years ended December 31, 2024, 2023 and 2022, respectively, due to the lapse of statute of limitations. The Company has elected to treat global intangible low-taxed income (“GILTI”) taxes as period costs in the accounting and tax periods in which they are incurred. The Company has recognized tax expense of $1.1 million, $0.6 million and $0.9 million during the years ended December 31, 2024, 2023 and 2022, respectively, related to the GILTI tax. During the year ending December 31, 2023, the Company removed its indefinite reinvestment of foreign unremitted earnings assertion for multiple foreign subsidiaries. As of December 31, 2024, the Company maintains the assertion that the foreign unremitted earnings of multiple foreign subsidiaries are not permanently reinvested. The amount of deferred tax recorded during the period was not material. For foreign subsidiaries whose investments are permanent in duration, income and foreign withholding taxes have not been provided on the unremitted earnings of those subsidiaries. This amount may become taxable upon repatriation from the subsidiary or a sale or liquidation of the subsidiary. The amount of such unremitted earnings and the amount of any unrecognized deferred income tax liability on these unremitted earnings is immaterial at December 31, 2024. 107 Acadian Asset Management Inc. Notes to Consolidated Financial Statements (Continued) December 31, 2024 and 2023 13) Income Taxes (cont.) Deferred tax assets and liabilities reflect the expected future tax consequences of temporary differences between the book carrying amounts and tax bases of the Company’s assets and liabilities. The significant components of deferred tax assets and deferred tax liabilities for the years ended December 31 are as follows (in millions): 2024 2023 Deferred tax assets: Investment in partnerships 73.4 63.6 Employee compensation 1.3 1.6 Other 2.6 2.1 Cash flow hedge 1.6 2.6 Total deferred tax assets 78.9 69.9 Valuation allowance — — Deferred tax assets, net of valuation allowance 78.9 69.9 Deferred tax liabilities: Right of use assets 0.1 0.1 Investments 0.5 0.1 Total deferred tax liabilities 0.6 0.2 Net deferred tax assets $ 78.3 $ 69.7 At December 31, 2024 and 2023, the Company’s net deferred tax asset primarily relates to its basis difference in its investment in Acadian LLC, which is treated as a partnership for federal income tax purposes. The Company assesses whether a valuation allowance should be established against its deferred income tax assets based on consideration of all available evidence, both positive and negative, using a more likely than not standard. In evaluating the Company’s ability to recover its deferred tax assets, the Company considers all available positive and negative evidence including the existence of cumulative income in the most recent fiscal years, changes in the business in which the Company operates, and the Company’s ability to forecast future taxable income. The weight given to the evidence is commensurate with the extent to which it can be objectively verified. The more negative evidence that exists, the more positive evidence that is necessary and the more difficult it is to support a conclusion that a valuation allowance is not needed. The Company has three years of cumulative earnings as of December 31, 2024, 2023 and 2022. As of December 31, 2024, management believes it is more likely than not that the balance of the deferred tax assets will be realized based on forecasted taxable income. 108 Acadian Asset Management Inc. Notes to Consolidated Financial Statements (Continued) December 31, 2024 and 2023 13) Income Taxes (cont.) A reconciliation of the change in gross unrecognized tax benefits for the years ended December 31 is as follows (in millions): 2024 2023 2022 Balance as of January 1 $ 1.1 $ 0.9 $ 1.0 Additions based on current year tax positions 0.3 0.7 0.7 Reductions related to lapses of statutes of limitations (0.1) (0.5) (0.8) Balance as of December 31 $ 1.3 $ 1.1 $ 0.9 The Company’s liability for uncertain tax positions includes unrecognized benefits of $1.0 million and $0.8 million at December 31, 2024 and 2023, respectively, that if recognized would affect the effective tax rate on income. The Company recognized $0.1 million, $0.1 million, and $0.0 million in interest and penalties in its income tax provision for the years ended December 31, 2024, 2023 and 2022, respectively. The Company recognizes accrued interest and penalties relating to unrecognized tax benefits as income tax expense. The Company’s liability for uncertain tax positions at December 31, 2024, 2023 and 2022 includes accrued interest and penalties of $0.2 million, $0.2 million and $0.1 million, respectively. The Company is periodically under examination by various taxing authorities. Examinations are inherently uncertain, may result in payment of additional taxes or the recognition of tax benefits and may be in process for extended periods of time. At December 31, 2024 the Company is subject to examination in three jurisdictions. The Company and its subsidiaries file tax returns in the U.S., U.K., state, local, and other foreign jurisdictions. As of December 31, 2024, the Company is generally no longer subject to income tax examinations by U.S. federal, state, local, or foreign tax authorities for calendar years prior to 2020. At December 31, 2024, it is reasonably possible that the total amounts of unrecognized tax benefits will change within the next twelve months due to the expiration of statutes of limitations. The Company estimates a decrease of up to $0.7 million within the next twelve months. 109 Acadian Asset Management Inc. Notes to Consolidated Financial Statements (Continued) December 31, 2024 and 2023 14) Commitments and Contingencies Operational commitments A number of our subsidiaries operate under regulatory authorities that require that they maintain minimum financial or capital requirements. Management is not aware of any violations of such financial requirements occurring during the periods presented. Guaranty The Company entered into a guaranty for an office space security deposit on behalf of Acadian LLC in the amount of $2.5 million in January 2020. This represents the maximum potential amount of future (undiscounted) payments that the Company could be required to make under the guaranty in the event of default by the guaranteed parties. This guaranty expires in 2033. There are no liabilities recorded on the Consolidated Balance Sheets as of December 31, 2024 and 2023, related to this guaranty. Litigation The Company is subject to claims, legal proceedings, and other contingencies in the ordinary course of its business activities. Each of these matters is subject to various uncertainties, and it is possible that some of these matters may be resolved in a manner unfavorable to the Company. The Company establishes accruals for matters for which the outcome is probable and can be reasonably estimated. As of December 31, 2024 and 2023, there were no material accruals for claims and the Company does not believe any outstanding matters will have a material adverse effect on the Company. Indemnifications In the normal course of business, the Company may enter into contracts that contain a variety of representations and warranties, and which provide general indemnifications. The Company’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Company that have not yet occurred. Foreign tax contingency The Company has clients in non-U.S. jurisdictions which require entities that are conducting certain business activities in such jurisdictions to collect and remit tax assessed on certain fees paid for goods and services provided. The Company does not believe this requirement is applicable based on its limited business activities in these jurisdictions. However, given the fact that uncertainty exists around the requirement, the Company has chosen to evaluate its potential exposure related to non-collection and remittance of these taxes. At December 31, 2024 and 2023, management of the Company has estimated the potential maximum exposure and concluded that it is not material. No accrual for the potential exposure has been recorded as the probability of incurring any potential liability relating to this exposure is not probable at December 31, 2024 and 2023. 110 Acadian Asset Management Inc. Notes to Consolidated Financial Statements (Continued) December 31, 2024 and 2023 14) Commitments and Contingencies (cont.) Considerations of credit risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash, cash equivalents, restricted cash and investments. The Company maintains cash and cash equivalents and short-term investments with various financial institutions. These financial institutions are typically located in cities in which the Company operates. Cash deposits at the various financial institutions may exceed Federal Deposit Insurance Corporation insurance limits. 111 Acadian Asset Management Inc. Notes to Consolidated Financial Statements (Continued) December 31, 2024 and 2023 15) Earnings Per Share Basic earnings per share is calculated by dividing net income attributable to controlling interests by the weighted-average number of shares of common stock outstanding. Diluted earnings per share is similar to basic earnings per share, but is adjusted for the effect of potentially issuable common stock, except when inclusion is antidilutive. The calculation of basic and diluted earnings per share of common stock for the years ended December 31, 2024, 2023 and 2022 is as follows (dollars in millions, except per share data): 2024 2023 2022 Numerator: Net income attributable to controlling interests $ 85.0 $ 65.8 $ 100.6 Denominator: Weighted-average shares of common stock outstanding—basic 37,770,185 41,493,154 42,056,278 Potential shares of common stock: Restricted stock units 22,178 7,448 14,147 Employee stock options 536,043 1,037,341 1,085,844 Weighted-average shares of common stock outstanding—diluted 38,328,406 42,537,943 43,156,269 Earnings per share of common stock attributable to controlling interests: Basic $ 2.25 $ 1.59 $ 2.39 Diluted $ 2.22 $ 1.55 $ 2.33 16) Revenue Management fees The Company’s management fees are a function of the fee rates charged to clients, which are typically expressed in basis points, and the levels of the Company’s assets under management. The most significant driver of increases or decreases in this average fee rate is changes in the mix of the Company’s assets under management caused by net inflows or outflows in certain asset classes or disproportionate market movements. Performance fees The Company’s products subject to performance fees earn these fees upon exceeding high-water mark performance thresholds or outperforming a hurdle rate. Performance fees are recorded in revenues when the contractual performance criteria have been met and when it is probable that a significant reversal of revenue recognized will not occur in future reporting periods. 112 Acadian Asset Management Inc. Notes to Consolidated Financial Statements (Continued) December 31, 2024 and 2023 16) Revenue (cont.) Disaggregation of management fee revenue The geographic disaggregation of management fee revenue for the years ended December 31 (in millions) is presented below: 2024 2023 2022 Quant & Solutions U.S. $ 327.5 $ 281.9 $ 279.1 Non-U.S. 103.6 91.3 88.3 Management fee revenue $ 431.1 $ 373.2 $ 367.4 17) Employee Benefits The Company has various defined contribution plans covering substantially all of its full-time employees. In addition to pre-tax contributions made by employees, the Company also makes contributions to the qualified plans annually. The Company also has non-qualified defined contribution plans covering certain senior employees. The Company has established a Deferred Compensation Plan under which the Board of Directors makes awards that may be invested by the recipient in investments deemed available under the plan. Vesting of awards under the Deferred Compensation Plan is based on the number of years of service already provided by the employee at the date of the grant. In addition, the Company has established a Voluntary Deferral Plan that provides officers of the Company the opportunity to voluntarily defer a portion of their compensation. The compensation deferred is deemed to be invested in one or more investment options available under the plan. These non-qualified plans are unfunded, although the Company does make contributions to a Rabbi Trust to hedge its risks in terms of providing returns to employees on their deemed investments held in the plan. As of December 31, 2024 and 2023, a total of $48.4 million and $44.5 million, respectively, had been recorded as long-term compensation liabilities and a total of $48.5 million and $44.7 million, respectively, had been invested under the Deferred Compensation and Voluntary Deferral plans. The change in the fair value of long-term compensation liabilities and the change in fair value of the assets invested under the Deferred Compensation and Voluntary Deferral plans was $4.6 million and $4.6 million, respectively, for the year ended December 31, 2024, $4.8 million and $4.9 million, respectively, for the year ended December 31, 2023, and $4.9 million and $4.9 million, respectively, for the year ended December 31, 2022. The Company recorded total expenses in relation to its qualified and non-qualified plans within compensation and benefits in its Consolidated Statements of Operations for the years ended December 31, 2024, 2023 and 2022 of $8.5 million, $5.5 million and $6.0 million, respectively. 113 Acadian Asset Management Inc. Notes to Consolidated Financial Statements (Continued) December 31, 2024 and 2023 18) Equity-based Compensation Cash-settled Acadian LLC awards The Company maintains a compensation arrangement with Acadian LLC whereby in exchange for continued service, Acadian LLC equity is either purchased by, or granted to Acadian LLC key employees subject to a limit imposed by the Company, and may be repurchased either by Acadian LLC key employees or by the Company at a future date at the then applicable fair value, subject to service requirements having been met. Compensation expense is recognized over the requisite service period equal to the cumulative vested fair value of the award at the end of each period up to the vesting date. The Company accounts for the arrangement as “cash-settled” share-based payments, and accordingly a corresponding share-based payment liability is recorded. The fair value of the liabilities are determined with the assistance of third party valuation specialists using discounted cash flow analyses, which incorporate assumptions for the forecasted earnings information, market risk adjustments, discount rates, when award holders maximize value and post-vesting restrictions. Vested Acadian LLC liability-classified equity awards are revalued at each period end until settlement date, with changes in the liabilities included within compensation expense. The following table presents the changes in the share-based payments liability for the years ended December 31 (in millions): 2024 2023 2022 Balance, beginning of period $ 23.0 $ 19.4 $ 28.1 Amortization and revaluation of granted awards 10.5 6.2 (4.6) Repurchases (cash-settled) (8.1) (2.6) (4.1) Balance, end of period $ 25.4 $ 23.0 $ 19.4 Equity-settled corporate awards Acadian Asset Management Inc. equity incentive plan The Company has established various plans under which it is authorized to grant restricted stock awards (“RSAs”), restricted stock units (“RSUs”), performance-based restricted stock awards (“Performance-based RSAs”), performance-based restricted stock units (“Performance-based RSUs”) and stock option awards. These plans are maintained to provide equity-based compensation arrangements to employees and non-executive directors. Equity ownership encourages employees and directors to act in the best long-term interests of the Company. As of December 31, 2024, the Company had 4.5 million shares of common stock available to be granted under the various plans. Compensation expense recognized by the Company for the years ended December 31, 2024, 2023 and 2022 in relation to these awards was $0.9 million, $1.2 million, and $2.4 million respectively. The related income tax benefit recognized for years ended December 31, 2024, 2023 and 2022 was $0.1 million, $0.2 million and $0.3 million respectively. Unamortized compensation expense related to unvested RSUs at December 31, 2024 of $1.2 million is expected to be recognized over a weighted-average period of 1.6 years. The service inception date for annual awards granted in 2024 is deemed to be January 1, 2023. It is anticipated that annual awards for 2024 with a fair value of $0.8 million will be granted during 2025 with a service inception date of January 1, 2024. 114 Acadian Asset Management Inc. Notes to Consolidated Financial Statements (Continued) December 31, 2024 and 2023 18) Equity-based Compensation (cont.) Grants of restricted stock in Acadian Asset Management Inc. The following table summarizes the activity related to restricted stock awards: 2024 2023 2022 Acadian Asset Management Inc. RSAs Number of shares Weighted average grant date fair value per share Number of shares Weighted average grant date fair value per share Number of shares Weighted average grant date fair value per share Outstanding at beginning of the year — $ — — $ — 2,500 $ 10.09 Granted during the year — — — — — — Forfeited during the year — — — — (125) 10.09 Vested during the year — — — — (2,375) 10.09 Outstanding at end of the year — $ — — $ — — $ — The grant date fair value per share, calculated based on the closing price as quoted on the New York Stock Exchange on the measurement date, is used to determine the fair value of restricted stock awards granted to employees. There were no RSAs granted by the Company during the years ended December 31, 2024, 2023 and 2022. Restricted stock awards under the plan generally have a vesting period of one to three years. Grants of restricted stock units in Acadian Asset Management Inc. The following table summarizes the activity related to restricted stock units: 2024 2023 2022 Acadian Asset Management Inc. RSUs Number of shares Weighted average grant date fair value per share Number of shares Weighted average grant date fair value per share Number of shares Weighted average grant date fair value per share Outstanding at beginning of the year 48,797 $ 24.19 71,664 $ 20.95 38,703 $ 15.33 Granted during the year 44,639 21.68 49,494 24.04 59,999 22.62 Forfeited during the year — — (15,823) 25.05 (3,003) 17.55 Vested during the year (30,747) 23.54 (56,538) 19.72 (24,035) 16.51 Outstanding at end of the year 62,689 $ 22.80 48,797 $ 24.19 71,664 $ 20.95 The grant date fair value per share, calculated based on the closing price as quoted on the New York Stock Exchange on the measurement date, is used to determine the fair value of restricted stock units granted to employees. Restricted stock units under the plan generally have a vesting period of one to three years. 115 Acadian Asset Management Inc. Notes to Consolidated Financial Statements (Continued) December 31, 2024 and 2023 18) Equity-based Compensation (cont.) Grants of Performance-based restricted stock units in Acadian Asset Management Inc. The following table summarizes the activity related to performance-based restricted stock units: 2024 2023 2022 Acadian Asset Management Inc. Performance-based RSUs Number of shares Weighted average grant date fair value per share Number of shares Weighted average grant date fair value per share Number of shares Weighted average grant date fair value per share Outstanding at beginning of the year — $ — — $ — 9,013 $ 14.62 Vested during the year — — — — (7,932) 14.62 Other movements — — — — (1,081) 14.62 Outstanding at end of the year — $ — — $ — — $ — Other movements includes performance-based RSUs that did not meet the market vesting condition and did not vest during the year ended December 31, 2022. There were no performance-based RSUs granted by the Company during the years ended December 31, 2024, 2023, and 2022. Performance-based RSUs under the plan have a vesting period of three years. Grants of Stock Options in Acadian Asset Management Inc. The following tables summarizes the activity related to the Company’s stock option awards: 2024 Stock Options Weighted average exercise price Weighted average remaining contractual term (in years) Aggregate intrinsic value Outstanding at beginning of the year 1,659,000 $ 10.64 0.8 Granted during the year — — Forfeited during the year — — Exercised during the year (1,659,000) 10.64 Outstanding at end of the year — $ — 0.0 $ — Exercisable at end of the year — $ — 0.0 $ — 116 Acadian Asset Management Inc. Notes to Consolidated Financial Statements (Continued) December 31, 2024 and 2023 18) Equity-based Compensation (cont.) 2023 Stock Options Weighted average exercise price Weighted average remaining contractual term (in years) Aggregate intrinsic value Outstanding at beginning of the year 2,470,463 $ 10.97 1.6 Granted during the year — — Forfeited during the year (75,000) 10.00 Exercised during the year (736,463) 11.80 Outstanding at end of the year 1,659,000 $ 10.64 0.8 $ 14,128,440 Exercisable at end of the year 1,659,000 $ 10.64 0.8 $ 14,128,440 2022 Stock Options Weighted average exercise price Weighted average remaining contractual term (in years) Aggregate intrinsic value Outstanding at beginning of the year 2,969,963 $ 11.09 2.5 Exercised during the year (499,500) 11.70 Outstanding at end of the year 2,470,463 $ 10.97 1.6 $ 23,746,573 Exercisable at end of the year 1,441,463 $ 11.03 1.5 $ 13,767,753 There were no stock options granted by the Company during the year ended December 31, 2024, 2023, and 2022. The total fair value of options vested during the years ended December 31, 2024, 2023 and 2022 was $0.0 million, $1.3 million and $1.3 million, respectively. The total intrinsic value of options exercised during the years ended December 31, 2024, 2023 and 2022 was $24.7 million, $5.1 million and $6.0 million, respectively. The Company received $0.1 million, $0.0 million and $0.0 million related to the exercise of options for the year ended December 31, 2024, 2023, and 2022, respectively. The Company realized tax benefits of $0.1 million, $0.3 million, and $0.3 million related to the exercise of options for the year ended December 31, 2024, 2023, and 2022, respectively. Shares issued upon exercise of the options represent newly issued shares. 117 Acadian Asset Management Inc. Notes to Consolidated Financial Statements (Continued) December 31, 2024 and 2023 19) Accumulated Other Comprehensive Income (Loss) The components of accumulated other comprehensive income (loss), net of tax, for the years ended December 31, 2024, 2023 and 2022 were as follows (in millions): Foreign currency translation adjustment Valuation and amortization of derivative securities Total Balance, as of December 31, 2021 $ 4.8 $ (15.6) $ (10.8) Foreign currency translation adjustment before tax (3.1) — (3.1) Amortization related to derivatives securities, before tax — 4.6 4.6 Tax impact — (1.3) (1.3) Other comprehensive income (loss) (3.1) 3.3 0.2 Balance, as of December 31, 2022 $ 1.7 $ (12.3) $ (10.6) Foreign currency translation adjustment before tax 1.4 — 1.4 Amortization related to derivatives securities, before tax — 3.4 3.4 Tax impact — (0.9) (0.9) Other comprehensive income 1.4 2.5 3.9 Balance, as of December 31, 2023 $ 3.1 (9.8) $ (6.7) Foreign currency translation adjustment before tax (0.5) — (0.5) Amortization related to derivatives securities, before tax — 3.6 3.6 Tax impact 0.1 (0.9) (0.8) Other comprehensive income (loss) (0.4) 2.7 2.3 Balance, as of December 31, 2024 $ 2.7 $ (7.1) $ (4.4) (1) On January 18, 2022, the Company completed the full redemption of the $125 million aggregate principal amount outstanding of its 5.125% Senior Notes due August 1, 2031. As a result of this transaction, the Company recorded $1.3 million of amortization expense included in the Amortization related to derivative securities, before tax. (1) 118 Acadian Asset Management Inc. Notes to Consolidated Financial Statements (Continued) December 31, 2024 and 2023 20) Derivatives and Hedging Cash flow hedge In July 2015, the Company entered into a series of $300.0 million notional Treasury rate lock contracts which were designated and qualified as cash flow hedges. The Company documented its hedging strategy and risk management objective for this contract in anticipation of a future debt issuance. The Treasury rate lock contract eliminated the impact of fluctuations in the underlying benchmark interest rate for future forecasted debt issuances. The Company assessed the effectiveness of the hedging contract at inception and on a quarterly basis thereafter. The forecasted debt issuances occurred in July 2016 and the Treasury rate lock, which had an accumulated fair value of $(34.4) million, was settled. As of December 31, 2024, the balance recorded in accumulated other comprehensive income (loss) in connection with the Treasury rate lock contract amounted to $(7.1) million, net of tax. This balance will be reclassified to earnings through interest expense over the life of the issued debt. Amounts of $3.6 million, $3.4 million and $4.6 million have been reclassified for the years ended December 31, 2024, 2023 and 2022, respectively. During the next twelve months the Company expects to reclassify approximately $3.9 million to interest expense. On January 18, 2022, the Company completed the full redemption of the $125 million aggregate principal amount outstanding of its 5.125% Senior Notes due August 1, 2031. As a result of this transaction, amortization expense of $1.3 million (of the $4.6 million interest expense reclassified to earnings for the year ended December 31, 2022) was reclassified to earnings as interest expense. 21) Segment Information The Company has the following reportable segment: • Quant & Solutions—comprised of strategies that leverage cutting-edge technology to gather and analyze data to identify mispriced assets to deliver attractive risk-adjusted returns for investors; portfolios include developed and developing markets for equity, credit and alternative strategies. This segment is comprised of the Company’s interest in Acadian LLC. The corporate holding company (“Hold Co”) is included within the Unallocated Corporate expenses category. The Hold Co expenses are not allocated to the Company’s business segment, but the Chief Operating Decision Maker (“CODM”) does consider the cost structure of the corporate head office when evaluating the financial performance of the segment. The CODM is the Company’s Chief Executive Officer. 119 Acadian Asset Management Inc. Notes to Consolidated Financial Statements (Continued) December 31, 2024 and 2023 21) Segment Information (cont.) Performance Measure The primary measure used by the CODM in measuring performance and allocating resources to the segment is economic net income (“ENI”). ENI is used to make resource allocation decisions, determine appropriate levels of investment or dividend payout, manage balance sheet leverage, determine variable compensation and equity distributions, and incentivize management. The Company defines ENI for the segment as ENI revenue less ENI operating expenses. The ENI adjustments to U.S. GAAP include both reclassifications of U.S. GAAP revenue and expense items, as well as adjustments to U.S. GAAP results, primarily to exclude non-cash, non-economic expenses recognized under U.S. GAAP. This measure supplements and should be considered in addition to, and not in lieu of, the Consolidated Statements of Operations prepared in accordance with U.S. GAAP. The Company does not disclose total asset information for its reportable segment as the information is not reviewed by the CODM. ENI revenue includes management fees, performance fees and other revenue under U.S. GAAP, adjusted to include management fees paid to the Company by consolidated Funds. Significant segment ENI expenses include fixed compensation and benefits, variable compensation, and Acadian LLC key employee distributions included in compensation and benefits expense under U.S. GAAP, depreciation and amortization under U.S. GAAP, adjusted to exclude non-cash expenses representing changes in the value of Acadian LLC equity and profit interests held by Acadian LLC key employees, capital transaction costs, and restructuring costs. Other segment items include ENI general and administrative expense under U.S. GAAP, adjusted to exclude restructuring costs and include sales based compensation. ENI segment results are also adjusted to exclude consolidated Fund revenues, consolidated Fund expenses and investment return recorded under U.S. GAAP. 120 Acadian Asset Management Inc. Notes to Consolidated Financial Statements (Continued) December 31, 2024 and 2023 21) Segment Information (cont.) Segment Presentation The following table sets forth summarized operating results for the Company’s segment and related adjustments necessary to reconcile the segment economic net income to arrive at the Company’s consolidated U.S. GAAP net income attributable to controlling interests for the years ended December 31 (in millions): ($ in millions) 2024 2023 2022 U.S. GAAP consolidated revenue $ 505.6 $ 426.6 $ 417.2 Exclude revenue from consolidated Funds (a) 3.1 3.0 0.4 Quant & Solutions segment ENI revenue $ 502.5 $ 423.6 $ 416.8 Less: Quant & Solutions segment ENI expenses Fixed compensation and benefits (b) 90.7 86.6 79.0 Variable compensation (c) 119.9 102.2 96.0 Acadian LLC key employee distributions (d) 9.7 5.1 5.1 Depreciation and amortization (e) 18.1 17.3 18.1 Other segment items (f) 87.9 80.3 68.4 Segment economic net income $ 176.2 $ 132.1 $ 150.2 Reconciliation of segment ENI to net income attributable to controlling interests: Unallocated corporate expenses (g) (19.4) (19.1) (22.2) Adjustments and reconciling items (h) 1.9 (7.1) (0.1) Non-cash compensation expenses for Acadian LLC key employee equity and profit interest revaluations (i) (23.2) 0.1 40.0 Investment income (loss) 2.2 (0.1) 0.2 Interest income 3.5 6.1 0.8 Interest expense (19.4) (19.6) (20.5) Loss on extinguishment of debt — — (3.2) Net consolidated Funds' investment gains (losses) 3.9 4.1 (0.4) Income before income taxes $ 125.7 $ 96.5 $ 144.8 Income tax expense (38.9) (29.4) (44.2) Consolidated net income $ 86.8 $ 67.1 $ 100.6 Net income attributable to non-controlling interests in consolidated Funds (1.8) (1.3) — Net income attributable to controlling interests $ 85.0 $ 65.8 $ 100.6 121 Acadian Asset Management Inc. Notes to Consolidated Financial Statements (Continued) December 31, 2024 and 2023 21) Segment Information (cont.) Reconciling Adjustments: (a) Adjustment to exclude consolidated Funds revenues, which are included in U.S. GAAP revenue. (b) Fixed compensation and benefits includes base salaries, payroll taxes and the cost of benefit programs provided, adjusted for severance relating to restructuring costs. (c) Variable compensation is contractually set and calculated individually for Acadian LLC bonuses. Amounts are adjusted for non-cash Acadian LLC key employee equity revaluations and severance relating to restructuring costs. (d) Acadian LLC key employee distributions includes the share of Acadian LLC profits after variable compensation that is attributable to the Acadian LLC key employee equity and profits interests holders, according to their ownership interests. (e) Depreciation and amortization includes U.S. GAAP depreciation and amortization, adjusted for costs associated with the wind-down of the MACS business in the standalone format. (f) Other segment items includes segment systems, portfolio administration costs and other general & administrative expenses adjusted to exclude restructuring costs. (g) Included in unallocated corporate expenses for the years ended December 31, 2024, 2023 and 2022 was compensation and benefits of $10.0 million, $9.2 million, and $11.4 million, respectively, related to Hold Co which are included in U.S. GAAP net income attributable to controlling interests. Included in unallocated corporate expenses for the years ended December 31, 2024, 2023 and 2022 was general and administrative expenses of $9.4 million, $9.9 million, and $10.4 million, respectively, related to Hold Co which are included in U.S. GAAP net income attributable to controlling interests. Included in unallocated corporate expenses for the year ended December 31, 2022 was depreciation expense of $0.4 million related to Hold Co which is include in U.S. GAAP net income attributable to controlling interests. (h) Adjustments and reconciling items includes consolidated Funds revenue, consolidated Fund expense, and restructuring costs. (i) Non-cash Acadian LLC key employee equity revaluations represent changes in the value of Acadian LLC equity and profit interests held by Acadian LLC key employees, which are included within the U.S. GAAP compensation and benefits expense. 122 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. None. Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures Our management, including our principal executive officer, and our principal financial officer, evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) at December 31, 2024. Disclosure controls and procedures are designed to ensure that the information we are required to disclose in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time period specified in the SEC’s rule and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information we are required to disclose in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure. Our principal executive officer and principal financial officer participated in this evaluation and concluded that, as of December 31, 2024, our disclosure controls and procedures were effective. Report of Management on Internal Control Over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting. Management has evaluated the effectiveness of internal control over financial reporting as of December 31, 2024 based on the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on management’s assessment, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2024. KPMG LLP, an independent registered public accounting firm, has audited the financial statements that are included in this Annual Report on Form 10-K and expressed an opinion thereon. KPMG LLP has also expressed an opinion on the effectiveness of internal control over financial reporting as of December 31, 2024, which is included herein. Changes in Internal Control Over Financial Reporting There have been no changes in our internal control over financial reporting that occurred during the fourth quarter of our fiscal year ended December 31, 2024 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information. During our fiscal quarter ended December 31, 2024, none of our directors or officers (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended) entered into, modified (as to amount, price or timing of trades) or terminated (i) contracts, instructions or written plans for the purchase or sale of our securities that are intended to satisfy the conditions specified in Rule 10b5-1(c) under the Exchange Act for an affirmative defense against liability for trading in securities on the basis of material nonpublic information or (ii) non-Rule 10b5-1 trading arrangements (as defined in Item 408(c) of Regulation S-K). Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not Applicable. 123 PART III Item 10. Directors, Executive Officers and Corporate Governance. The information required by this Item will be set forth in our definitive proxy statement required to be filed pursuant to Regulation 14A for the 2025 annual meeting of stockholders. Item 11. Executive Compensation. The information required by this Item will be set forth in our definitive proxy statement required to be filed pursuant to Regulation 14A for the 2025 annual meeting of stockholders. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The information required by this Item will be set forth in our definitive proxy statement required to be filed pursuant to Regulation 14A for the 2025 annual meeting of stockholders. Item 13. Certain Relationships and Related Transactions, and Director Independence. The information required by this Item will be set forth in our definitive proxy statement required to be filed pursuant to Regulation 14A for the 2025 annual meeting of stockholders. Item 14. Principal Accountant Fees and Services. Our independent registered public accounting firm is KPMG LLP, Boston, MA, Auditor Firm ID: 185. The information required by this Item will be set forth in our definitive proxy statement required to be filed pursuant to Regulation 14A for the 2025 annual meeting of stockholders. 124 PART IV Item 15. Exhibits, Financial Statements Schedules. (1) Financial Statements: The information required by this Item is contained in Item 8 of Part II of this report. (2) Financial Statement Schedules: None (3) Exhibits: Exhibit No. Description 3.1 * Amended and Restated Certificate of Incorporation, adopted as of July 12, 2019. 3.2 * Certificate of Amendment to Amended and Restated Certificate of Incorporation, effective January 1, 2025. 3.3 * Amended and Restated Bylaws, adopted as of February 27, 2023. 3.4 * Amendment No. 1 to Amended and Restated Bylaws, effective January 1, 2025. 4.1 Specimen Common Stock Certificate incorporated herein by reference to Exhibit 4.1 to Quarterly Report on Form 10-Q filed on August 9, 2019. 4.2 Base Indenture, dated as of July 25, 2016, among OM Asset Management plc, as Issuer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Securities Administrator, incorporated herein by reference to Exhibit 4.1 to Current Report on Form 8-K filed on July 25, 2016. 4.3 Supplemental Indenture, dated as of July 25, 2016, among OM Asset Management plc, as Issuer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Securities Administrator, incorporated herein by reference to Exhibit 4.2 to Current Report on Form 8-K filed on July 25, 2016. 4.4 Form of 4.800% Note due 2026, incorporated herein by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on July 25, 2016. 4.5 Third Supplemental Indenture, dated as of July 11, 2019, among BrightSphere Investment Group plc, as Original Issuer, BrightSphere Investment Group Inc., as Successor Company, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Securities Administrator incorporated herein by reference to Exhibit 4.8 to the Quarterly Report on Form 10-Q filed on August 9, 2019. 4.6 * Description of Registrant’s Securities. 10.1 * Acadian Asset Management Inc. Equity Incentive Plan. 10.2 Registration Rights Agreement, dated May 17, 2019, between BrightSphere Investment Group Inc. and Paulson & Co. Inc. incorporated herein by reference to Exhibit 10.4 to Quarterly Report on Form 10-Q filed on August 9, 2019. 10.3 Stockholder Agreement, dated May 17, 2019, between BrightSphere Investment Group Inc. and Paulson & Co. Inc. incorporated herein by reference to Exhibit 10.2 to Quarterly Report on Form 10-Q filed on August 9, 2019. 125 Exhibit No. Description 10.4 * Form of Indemnity Agreement. 10.5 * Eighth Amended and Restated Limited Liability Company Agreement of Acadian Asset Management LLC, dated December 31, 2024. 10.6 * Acadian Asset Management Inc. Non-Employee Directors’ Equity Incentive Plan. 10.7 * Form of Restricted Stock Unit Award Agreement for Non-Employee Directors. 10.8 * Form of Restricted Stock Unit Award Agreement for Employees. 10.9 Amended and Restated Employment Agreement, effective April 15, 2020 by and between BrightSphere Investment Group Inc. and Suren Rana, incorporated herein by reference to Exhibit 10.11 to the Quarterly Report on Form 10-Q on May 11, 2020. 10.10 Employment Agreement, dated April 15, 2020, by and between BrightSphere Inc. and Richard Hart, incorporated herein by reference to Exhibit 10.31 to Annual Report on Form 10-K filed on March 1, 2021. 10.11 Amended and Restated Employment Agreement, dated May 4, 2023, by and between BrightSphere Inc. and Christina Wiater incorporated herein by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed on May 8, 2023. 10.12 Employment Agreement, dated September 30, 2024, by and among the Company, Acadian and Kelly Young, incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on October 1, 2024. 10.13 * Amended and Restated Acadian Asset Management LLC Bonus Plan, effective January 1, 2025. 10.14 * Amended and Restated Acadian Asset Management LLC Deferred Compensation Plan, effective January 1, 2025. 19 * Acadian Asset Management Inc. Insider Trading Policy. 21.1 * Subsidiaries of Acadian Asset Management Inc. 23.1 * Consent of KPMG LLP 31.1 * Certification of the Company’s principal executive officer pursuant to Exchange Act Rules 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 * Certification of the Company’s principal financial officer pursuant to Exchange Act Rules 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 126 Exhibit No. Description 32.1 ** Certification of the Company’s principal executive officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 ** Certification of the Company’s principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97.1 * BrightSphere Investment Group Inc. Rule 10D-1 Clawback Policy, effective October 2, 2023. 101 * Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Consolidated Balance Sheets as of December 31, 2024 and December 31, 2023; (ii) the Consolidated Statements of Operations for the years ended December 31, 2024, 2023 and 2022; (iii) the Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2024, 2023 and 2022; (iv) the Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2024, 2023 and 2022; (v) the Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022; and (vi) the Notes to Consolidated Financial Statements. 104 * The cover page of this Annual Report on Form 10-K, formatted in Inline eXtensible Business Reporting Language (embedded within the Inline XBRL document contained in Exhibit 101). _______________________________________________________________________________ * Filed herewith **Furnished herewith Item 16. Form 10-K Summary None. 127 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Acadian Asset Management Inc. Dated: February 27, 2025 By: /s/ Kelly Young Kelly Young President and Chief Executive Officer (principal executive officer) /s/ Christina Wiater Christina Wiater Senior Vice President and Principal Financial Officer (principal financial officer and principal accounting officer) 128 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ KELLY YOUNG Kelly Young President and Chief Executive Officer February 27, 2025 /s/ JOHN PAULSON John Paulson Chairman February 27, 2025 /s/ ROBERT J. CHERSI Robert J. Chersi Director February 27, 2025 /s/ ANDREW KIM Andrew Kim Director February 27, 2025 /s/ BARBARA TREBBI Barbara Trebbi Director February 27, 2025 129 QuickLinks PART I Item 1. Business. Item 1A. Risk Factors Item 1B. Unresolved Staff Comments. Item 1C. Cybersecurity Item 2. Properties. Item 3. Legal Proceedings. Item 4. Mine Safety Disclosures. PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Item 6. Selected Financial Data. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. Item 7A. Quantitative and Qualitative Disclosures About Market Risk Item 8. Financial Statements and Supplementary Data. Report of Independent Registered Public Accounting Firm Acadian Asset Management Inc. Consolidated Balance Sheets (in millions) Acadian Asset Management Inc. Consolidated Statements of Operations (in millions except for per share data) Acadian Asset Management Inc. Consolidated Statements of Comprehensive Income (in millions) Acadian Asset Management Inc. Consolidated Statements of Cash Flows (in millions) Acadian Asset Management Inc. Notes to Consolidated Financial Statements December 31, 2024 and 2023 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. Item 9A. Controls and Procedures. Item 9B. Other Information. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. PART III Item 10. Directors, Executive Officers and Corporate Governance. Item 11. Executive Compensation. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. Item 13. Certain Relationships and Related Transactions, and Director Independence. Item 14. Principal Accountant Fees and Services. PART IV Item 15. Exhibits, Financial Statements Schedules. Item 16. Form 10-K Summary SIGNATURES AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BRIGHTSPHERE INVESTMENT GROUP INC. BrightSphere Investment Group Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify: 1. The present name of the Corporation is “BrightSphere Investment Group Inc.” The Corporation was originally incorporated by the filing of its original Certificate of Incorporation with the Secretary of State of Delaware on May 29, 2014 (the “Original Certificate”), under the name “OMAM US, Inc.” 2. This Amended and Restated Certificate of Incorporation has been duly adopted in accordance with Sections 242 and 245 of the General Corporation Law of the State of Delaware (as the same exists or may hereafter be amended, the “DGCL”) and by the written consent of its sole stockholder in accordance with Section 228 of the DGCL. 3. The Amended and Restated Certificate of Incorporation of the Corporation is hereby amended and restated in its entirety to read as follows: ARTICLE I NAME The name of the corporation is BrightSphere Investment Group Inc. ARTICLE II REGISTERED OFFICE AND AGENT The address of the registered office of the Corporation in the State of Delaware is 251 Little Falls Drive, City of Wilmington, County of New Castle, Delaware 19808. The name of the registered agent of the Corporation at such address is Corporation Service Company. ARTICLE III PURPOSE The purpose of the Corporation shall be to engage in any lawful act or activity for which corporations may be organized and incorporated under the Delaware General Corporation Law (the “DGCL”). ARTICLE IV CAPITAL STOCK A. The total number of shares of stock which the Corporation shall have authority to issue is 240,000,000, divided into two classes: 10,000,000 shares of Preferred Stock, par value $.001 per share (hereinafter referred to as “Preferred Stock”); and 230,000,000 shares of Common Stock, par value $0.001 per share (hereinafter referred to as “Common Stock”). B. The shares of Preferred Stock may be issued from time to time in one or more series. The board of directors of the Corporation (the “Board of Directors”) is hereby expressly authorized to provide for the issuance of shares of Preferred Stock in one or more series and, by filing a certificate pursuant to the applicable law of the State of Delaware (hereinafter referred to as “Preferred Stock Designation”), to establish from time to time the number of 1 shares to be included in each such series, and to fix the designation, powers, preferences and relative, participating, optional or other special rights of the shares of each such series and the qualifications, limitations and restrictions thereof. The authority of the Board of Directors with respect to each series shall include, but not be limited to, determination of the following: (i) the designation of the series, which may be by distinguishing number, letter or title; (ii) the number of shares of the series, which number the Board of Directors may thereafter (except where otherwise provided in the Preferred Stock Designation) increase or decrease (but not below the number of shares thereof then outstanding); (iii) the amounts payable on, and the preferences, if any, of shares of the series in respect of dividends, and whether such dividends, if any, shall be cumulative or noncumulative; (iv) dates on which dividends, if any, shall be payable in respect of shares of the series; (v) the redemption rights and price or prices, if any, for shares of the series; (vi) the terms and amount of any sinking fund provided for the purchase or redemption of shares of the series; (vii) whether the shares of the series shall be convertible into or exchangeable for shares of any other class or series, or any other security, of the Corporation or any other corporation, and, if so, the specification of such other class or series of such other security, the conversion or exchange price or prices or rate or rates, any adjustments thereof, the date or dates at which such shares shall be convertible or exchangeable and all other terms and conditions upon which such conversion or exchange may be made; (viii) the rights of the holders of the shares of such series upon the dissolution of, or upon the subsequent distribution of assets of, the Corporation; (ix) restrictions on the issuance of shares of the same series or of any other class or series; (x) the voting powers, full or limited, or no voting powers, of the holders of shares of the series; and (xi) the manner in which any facts ascertainable outside of this Certificate or the resolution or resolutions providing for the issuance of such series shall operate upon the voting powers, designations, preferences, rights, and qualifications, limitations, or restrictions of such series. C. The shares of Common Stock shall be subject to the express terms of the shares of Preferred Stock and any series thereof. D. Except as may otherwise be provided in this Amended and Restated Certificate of Incorporation (this “Certificate”) or in a Preferred Stock Designation, the holders of shares of Common Stock shall be entitled to one vote for each such share upon all questions presented to the stockholders. E. Except as may otherwise be provided by law, in this Certificate or in a Preferred Stock Designation, the holders of shares of Common Stock shall have the exclusive right to vote for the election of directors and for all other purposes, and holders of shares of Preferred Stock and any series thereof shall not be entitled to receive notice of any meeting of stockholders at which they are not entitled to vote. F. The Corporation shall be entitled to treat the person in whose name any share of its stock is registered as the owner thereof for all purposes and shall not be bound to recognize any equitable or other claim to, or interest in, such share on the part of any other person, whether or not the Corporation shall have notice thereof, except as expressly provided by applicable law. 2 ARTICLE V RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS A. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, subject to any rights, powers and preferences of any outstanding shares of Preferred Stock and any series thereof, the holders of shares of Common Stock shall be entitled to receive all of the remaining assets of the Corporation available for distribution to its stockholders, ratably in proportion to the number of shares held by them. B. Subject to applicable law, and any rights, powers and preferences of any outstanding shares of Preferred Stock and any series thereof, the holders of shares of Common Stock shall be entitled to receive dividends, when, as and if declared by the Board of Directors out of funds lawfully available therefor. ARTICLE VI DIRECTORS A. The number of directors of the Corporation shall be as from time to time fixed by, or in the manner provided in, the Bylaws of the Corporation, as they may be amended and/or restated from time to time (the “Bylaws”). Election of directors need not be by written ballot unless the Bylaws so provide. A director shall hold office until his or her term expires and until his or her successor shall be elected and shall qualify, subject, however, to prior death, resignation, retirement, disqualification or removal from office. B. In furtherance of, and not in limitation of, the powers conferred by law, the Board of Directors is expressly authorized and empowered: (i) to adopt, amend or repeal the Bylaws of the Corporation; and (ii) from time to time to determine whether and to what extent, and at what times and places, and under what conditions and regulations, the accounts and books of the Corporation, or any of them, shall be open to inspection of stockholders; and, except as so determined or as expressly provided in this Certificate or in any Preferred Stock Designation, no stockholder shall have any right to inspect any account, book or document of the Corporation other than such rights as may be conferred by applicable law. ARTICLE VII STOCKHOLDER MEETINGS A. Special meetings of stockholders of the Corporation may be called only by the Board of Directors, the Chairperson of the Board of Directors, or by the holder or holders of not less than 10% of the voting power of the then outstanding Common Stock. B. Advance notice of stockholder nominations for the election of directors and of the proposal by stockholders of any other action to be taken by the stockholders at a meeting shall be given in such manner as shall be provided in the Bylaws of the Corporation. ARTICLE VIII LIMITED LIABILITY; INDEMNIFICATION A. A director of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as the same exists or may hereafter be amended. 3 B. To the fullest extent permitted by applicable law, the Corporation is authorized to provide indemnification of (and advancement of expenses to) agents of the Corporation (and any other persons to which the DGCL permits the Corporation to provide indemnification) through bylaw provisions, agreements with such agents or other persons, vote of stockholders or disinterested directors or otherwise, in excess of the indemnification and advancement otherwise permitted by Section 145 of the DGCL, subject only to the limits created by the DGCL and applicable case law, with respect to actions for breach of duty to the Corporation, its stockholders, and others. C. Any amendment, repeal or modification of any of the foregoing provisions of this Article VIII shall not adversely affect any right or protection of a director, officer, agent, or other person existing at the time of, or increase the liability of any director of the Corporation with respect to any acts or omissions of such director, officer or agent occurring prior to, such amendment, repeal or modification. ARTICLE IX AMENDMENT Except as may be expressly provided in this Certificate, the Corporation reserves the right at any time and from time to time to amend, alter, change or repeal any provision contained in this Certificate or a Preferred Stock Designation, and any other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed herein or by applicable law, and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Certificate in its present form or as hereafter amended are granted subject to the right reserved in this Article IX. Notwithstanding anything to the contrary contained in this Certificate, and notwithstanding that a lesser percentage may be permitted from time to time by applicable law, no provision of this Certificate may be amended, altered or repealed in any respect, nor may any provision or bylaw inconsistent therewith be adopted, unless, in addition to any other vote required by this Certificate or otherwise required by law, such amendment, alteration, repeal or adoption is approved by the affirmative vote of the holders of at least 75% of the voting power of the then outstanding Common Stock. ARTICLE X FORUM SELECTION Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Corporation, (b) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, employee or agent of the Corporation to the Corporation or the Corporation’s stockholders, (c) any action asserting a claim arising pursuant to any provision of the DGCL, or (d) any action asserting a claim governed by the internal affairs doctrine, in each such case subject to such Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein. Any person or entity purchasing or other acquiring any interest in any share of capital stock of the Corporation shall be deemed to have notice of and consent to the provisions of this Article X. The provisions of this Article X shall not preclude or contract the scope of exclusive federal or concurrent jurisdiction for actions brought under the Securities and Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, or the respective rules and regulations promulgated thereunder. IN WITNESS WHEREOF, the undersigned incorporator has executed this Amended and Restated Certificate of Incorporation on this 12th day of July, 2019. By: /s/ Guang Yang 4 Name: Guang Yang Title: Chief Executive Officer 5 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BRIGHTSPHERE INVESTMENT GROUP INC. BrightSphere Investment Group Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify: 1. The present name of the Corporation is “BrightSphere Investment Group Inc.” The Corporation was originally incorporated by the filing of its original Certificate of Incorporation with the Secretary of State of Delaware on May 29, 2014, under the name “OMAM US, Inc.” 2. The date on which the Amended and Restated Certificate of Incorporation of the Corporation (the “Amended and Restated Certificate of Incorporation”) was filed with the Secretary of the State of Delaware is July 12, 2019. 3. ARTICLE I of the Amended and Restated Certificate of Incorporation is hereby amended and restated in its entirety to read as follows: ARTICLE I NAME The name of the corporation is Acadian Asset Management Inc. 4. This Certificate of Amendment to the Amended and Restated Certificate of Incorporation was duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware. 5. This Certificate of Amendment shall become effective as of January 1, 2025. IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed on this 31st day of December, 2024. By: /s/ Richard J. Hart Name: Richard J. Hart Title: Chief Legal Officer and Secretary AMENDED AND RESTATED BYLAWS OF BRIGHTSPHERE INVESTMENT GROUP INC. Adopted as of February 27, 2023 ARTICLE 1 OFFICES; BOOKS Section 1.1 Registered Office. The registered office of BrightSphere Investment Group Inc. (the “Corporation”) in the State of Delaware shall be 251 Little Falls Drive, City of Wilmington, County of New Castle, Delaware 19808, and the registered agent in charge thereof shall be Corporation Service Company. Section 1.2 Other Offices. The Corporation may also have an office or offices at any other place or places within or outside the State of Delaware. Section 1.3 Books. The books of the Corporation may be kept within or outside the State of Delaware as the Board of Directors of the Corporation (the “Board”) may from time to time determine or the business of the Corporation may require. ARTICLE 2 MEETING OF STOCKHOLDERS; STOCKHOLDERS’ CONSENT IN LIEU OF MEETING Section 2.1 Annual Meetings. The annual meeting of the stockholders for the election of directors, and for the transaction of such other business as may properly come before the meeting, shall be held at such place, if any, date and hour as shall be fixed by the Board and designated in the notice thereof. In lieu of holding an annual meeting of stockholders at a designated place, the Board may, in its sole discretion, determine that any annual meeting of stockholders may be held solely by means of remote communication. Section 2.2 Special Meetings. A special meeting of the stockholders for any purpose or purposes may be called as set forth in the Certificate of Incorporation of the Corporation (the “Charter”), to be held at such place, if any, date and hour as shall be fixed by the Board; provided, however, that the date of any such special meeting shall not be more than ninety (90) days after the request to call the special meeting. Business transacted at any special meeting of stockholders shall be limited to the matters stated in the notice. In lieu of holding a special meeting of stockholders at a designated place, the Board may, in its sole discretion, determine that any special meeting of stockholders may be held solely by means of remote communication. Notwithstanding the foregoing, a special meeting requested by stockholders shall not be held if: (a) the Board has called or calls for an annual or special meeting of the stockholders to be held within ninety (90) days after the Secretary receives the request for the special meeting and the Board determines in good faith that the business of such meeting includes (among any other matters properly brought before the meeting) the business specified in the request; (b) the stated business to be brought before the special meeting is not a proper subject for stockholder action under applicable law; (c) an identical or substantially similar item (a “Similar Item”) was presented at any meeting of stockholders held within ninety (90) days prior to the receipt by the Secretary of the Corporation of the request for the special meeting (and, for purposes of this Section 2.2(dc), the election of directors shall be deemed a Similar Item with respect to all items of business involving the election or removal of directors); or (d) the special meeting request was made in a manner that involved a violation of Regulation 14A under the Securities and Exchange Act of 1934, as amended and the rules and regulations promulgated thereunder (the “Exchange Act”). Section 2.3 Notice of Meetings. Except as otherwise required by law, the Charter, or these Bylaws (the “Bylaws”), notice of each annual or special meeting of the stockholders shall be given to each stockholder of record entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the day on which the meeting is to be held, by delivering written notice thereof to each stockholder personally, or by mailing a copy of such notice, postage prepaid, directly to each stockholder at the stockholder’s address as it appears in the records of the Corporation, or, with the consent of the stockholder entitled to receive notice, by means of electronic transmission in the manner permitted by applicable law. Every such notice shall state the place, if any (or the means of remote communication, if any, by which stockholders and proxyholders may be deemed to be present and to vote at such meeting), the date and hour of the meeting, and, in case of a special meeting, the purpose or purposes for which the meeting is called. Notice of any meeting of stockholders shall not be required to be given to any stockholder who shall attend such meeting in person or by proxy, unless such stockholder attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened, or who shall, in person or by attorney thereunto authorized, waive such notice in writing, either before or after such meeting. A stockholder so waiving notice shall be bound by the proceedings of the meeting in all respects as if due notice thereof had been given. Notice of any adjourned meeting of stockholders shall not be required to be given, except when expressly required by law. Section 2.4 Notice of Stockholder Business and Nominations. (a) Annual Meeting of Stockholders. (i) Nominations of persons for election to the Board and the proposal of any other business to be considered by the stockholders at an annual meeting of stockholders may be made only (A) pursuant to the Corporation’s notice of meeting or any supplement thereto, (B) by or at the direction of the Board, or (C) by any stockholder of the Corporation who was a stockholder of record of the Corporation (and, with respect to any beneficial owner, if different, on whose behalf any nomination or proposal is made, only if such beneficial holder was a beneficial owner of shares of the Corporation) both at the time that the notice provided for in paragraph (a)(ii) of this Section 2.4 is delivered to the Secretary of the Corporation and at the time of the meeting, who is entitled to vote at the meeting, who complies with the notice procedures set forth in paragraph (a)(ii) of this Section 2.4, and, to the extent that Rule 14a-19 under the Exchange Act applies, has complied with Rule 14a-19 under the Exchange Act. (ii) For any nominations by a stockholder of persons for election to the Board and the proposal of any other business to be considered by the stockholders to be properly brought before an annual meeting of stockholders by a stockholder, in each case pursuant to clause (C) of paragraph (a)(i) of this Section 2.4, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation and any such proposed business, other than the nominations of persons for election to the Board, must constitute a proper matter for stockholder action. To be timely, a stockholder’s notice shall be delivered to the Secretary at the principal executive offices of the Corporation not earlier than the close of business on the one hundred fiftieth (150th) day and not later than the close of business on the one hundred twentieth (120th) day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is more than thirty (30) days before or more than seventy (70) days after such anniversary date, notice by the stockholder must be so delivered not earlier than the close of business on the one hundred fiftieth (150th) day prior to such annual meeting and not later than the close of business on the later of (x) the one hundred twentieth (120th) day prior to such annual meeting or (y) the tenth (10th) day following the day on which public announcement of the date of such meeting is first made by the Corporation. In no event shall the public announcement of an adjournment or postponement of an annual meeting commence a new time period or extend any time period for the giving of a stockholder’s notice as described above. For the avoidance of doubt, a stockholder shall not be entitled to make additional or substitute nominations following the expiration of the time periods set forth in these Bylaws. For purposes of this Section 2.4, the stockholder providing the notice of a proposed nomination or other business proposed to be brought before a meeting, the beneficial owner, if different, on whose behalf the proposed nomination or other business proposed to be brought before a meeting is made, any affiliate or associate of such beneficial owner (as such terms are defined in Rule 12b-2 promulgated under the Exchange Act), and any person acting in concert with such stockholder or any affiliate or associate of such stockholder with respect to the capital stock or other securities of the Corporation are collectively referred to as the “Proposing Person.” Such stockholder’s notice shall set forth (A) as to each person whom the Proposing Person proposes to nominate for election as a director (each, a “Proposed Nominee”) (1) all information relating to the Proposed Nominee that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to and in accordance with Regulation 14A under the Exchange Act, (2) the Proposed Nominee’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected, (3) a description of all direct and indirect compensation and other material monetary arrangements, agreements or understandings during the past three (3) years, and any other material relationship, if any, between or concerning such Proposing Person, on the one hand, and the Proposed Nominee, and such Proposed Nominee’s respective affiliates or associates, on the other hand, (4) a representation and warranty that the Proposed Nominee does not have, and will not have, any undisclosed voting commitments or other arrangements with respect to the Proposed Nominee’s actions as a director (if elected), and (5) a director questionnaire (which shall address, among other things, the Proposed Nominee’s independence) completed by the Proposed Nominee, in a form that will be provided by the Corporation upon request and a signed copy of which shall be delivered to the Corporation within ten (10) days of the date that the Corporation makes available to the Proposing Person seeking to make such nomination or such Proposed Nominee the form of such questionnaire, (B) as to any business other than nominations for election of directors that the Proposing Person proposes to bring before the meeting, (1) a brief description of the business desired to be brought before the meeting, (2) the text of the proposal or business (including the text of any resolutions proposed for consideration and, in the event that such business includes a proposal to amend the Bylaws of the Corporation, the language of the proposed amendment), (3) the reasons for conducting such business at the meeting, and (4) a description of any agreements between the Proposing Person and any other person or entity relating to such business, and (C) as to each Proposing Person, (1) the name and address of the stockholder providing the notice, as they appear on the Corporation’s books, and of such other Proposing Person, (2) the class and number of shares of capital stock of the Corporation that are owned of record or beneficially by such Proposing Person, (3) a description in reasonable detail of any hedging, derivative, swap or other transactions or series of transactions engaged in by such Proposing Person, or any agreement, arrangement or understanding (including any derivative or short position, profit interests, options, warrants, convertible securities, stock appreciation or similar rights, hedging transactions or any borrowing or lending of shares) to which such Proposing Person is a party, whether or not such instrument or right shall be subject to settlement in underlying shares of capital stock of the Corporation, and in each case, the effect or intent of which is to mitigate loss to, manage the risk or increase or reduce the benefit of share price changes for, or increase or decrease the voting power of, such Proposing Person with respect to shares of capital stock of the Corporation, or otherwise to reduce the economic risk or benefit of ownership of shares of capital stock of the Corporation to such Proposing Person (including where the value of any agreement, arrangement or understanding to which such Proposing Person is a party is determined by reference to the price or value of shares of the Corporation), (4) any direct or indirect material legal, economic or financial interest of such Proposing Person in the outcome of any vote to be taken at the meeting of stockholders of the Corporation or any such interest of any other entity with respect to any matter that is substantially related, directly or indirectly, to any nomination proposed by any stockholder pursuant to this Section 2.4(a)(ii), (5) a representation that the Proposing Person (considered collectively) is a holder of record of stock of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such business or nomination, (6) a representation as to whether or not such Proposing Person has complied with all applicable federal, state and other legal requirements in connection with (x) the Proposing Person’s acquisition of shares of capital stock or other securities of the Corporation and (y) the Proposing Person’s acts or omissions as a stockholder (or beneficial owner of securities) of the Corporation, and (7) a representation as to whether the Proposing Person intends or is part of a group that intends (a) (x) to deliver a proxy statement and/or form of proxy to, in the case of nominations of persons for election to the Board, holders of at least sixty-seven percent (67%) of the Corporation’s outstanding capital stock required to elect the nominee and will otherwise solicit proxies in support of director nominees in accordance with Rule 14a-19 under the Exchange Act or (y) to deliver a proxy statement and/or form of proxy to, in the case of such other business, holders of at least the percentage of the Corporation’s outstanding capital stock required to approve or adopt the proposal or (b) otherwise to solicit proxies or votes from stockholders in support of such nomination or proposal. As promptly as practical (and, in any event, no later than two business days after the Proposing Person becomes aware thereof), the Proposing Person providing notice under this Section 2.4(a)(ii) shall notify the Corporation in writing of any change in the information provided or required to be provided under this Section 2.4(a)(ii) as to each such Proposing Person. For the avoidance of doubt, any information provided in such a notification of changes shall not be deemed to cure any deficiencies in a notice previously delivered pursuant to this Section 2.4(a)(ii) and shall not extend the time period for the delivery of notice pursuant to this Section 2.4(a)(ii). If a stockholder giving notice fails to provide such notification of changes within the required period, the information as to which such notification relates may be deemed not to have been provided in accordance with this Section 2.4(a)(ii). The foregoing notice requirements shall be deemed satisfied by a stockholder if the stockholder has notified the Corporation of the stockholder’s intention to present a proposal at an annual meeting in compliance with applicable rules promulgated by the Securities and Exchange Commission (the “SEC”) and such stockholder’s proposal has been included in a proxy statement that has been prepared by the Corporation to solicit proxies for such annual meeting. The Corporation may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as a director of the Corporation. (iii) Notwithstanding anything in the second sentence of paragraph (a)(ii) of this Section 2.4 to the contrary, in the event that the number of directors to be elected to the Board at an annual meeting is increased and there is no public announcement by the Corporation naming the nominees for any of the additional directorships at least one hundred thirty (130) days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s notice required by paragraph (a)(ii) of this Section 2.4 shall also be considered timely, but only with respect to nominees for the additional directorships for which no nominee was named, if it shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the tenth (10th) day following the day on which such public announcement is first made by the Corporation. (b) Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting pursuant to Section 2.2. Nominations of persons for election to the Board at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation’s notice of meeting may be made (1) by or at the direction of the Board or (2) provided that the Board has determined that directors shall be elected at such meeting, by any stockholder of the Corporation who is a stockholder of record (and, with respect to any beneficial owner, if different, on whose behalf any nomination or proposal is made, only if such beneficial owner was the beneficial owner of shares of the Corporation) both at the time that the notice provided for in this Section 2.4 is delivered to the Secretary of the Corporation and at the time of the meeting, who is entitled to vote at the meeting and upon such election, and who complies with the notice procedure set forth in Section 2.4(a)(ii) with respect to nominations for election of directors at a regular meeting of stockholders. In the event that the Corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the Board, any stockholder otherwise permitted by this Section 2.4 to nominate a person or persons (as the case may be) for election to such position(s) as specified in the Corporation’s notice of meeting may nominate such person(s) for election to such position(s) if the stockholder’s notice required by paragraph (a)(ii) of this Section 2.4 shall be delivered to the Secretary at the principal executive offices of the Corporation not earlier than the close of business on the one hundred fiftieth (150th) day prior to such special meeting and not later than the close of business on the later of (x) the one hundred twentieth (120th) day prior to such special meeting or (y) the tenth (10th) day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board to be elected at such meeting. In no event shall the public announcement of an adjournment or postponement of a special meeting commence a new time period or extend any time period for the giving of a stockholder’s notice as described above. (c) General. (i) Only such persons who are nominated for election to the Board in accordance with the procedures set forth in this Section 2.4 or the mandatory provisions of SEC rules shall be eligible to be elected at an annual or special meeting of stockholders of the Corporation to serve as directors, and only such other business as shall have been brought before the meeting in accordance with the procedures set forth in this Section 2.4 or the mandatory provisions of SEC rules shall be conducted at an annual or special meeting of stockholders. Except as otherwise provided by law, the chairperson of the meeting shall have the power and duty (A) to determine whether a nomination or any other business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in this Section 2.4, including whether the Proposing Person (x) failed to notify the Corporation of any change in the information previously provided as required by clause (a)(ii) of this Section 2.4 or (y) solicited (or is part of a group that solicited) or did not so solicit, as the case may be, proxies in support of such stockholder’s nominee or proposal in compliance with such stockholder’s representation as required by clause (a)(ii)(C)(57) of this Section 2.4 and (B) if any nomination or proposed business was not made or proposed in compliance with this Section 2.4, to declare that such nomination or proposal shall be disregarded and declared to be out of order. Notwithstanding the foregoing provisions of this Section 2.4, unless otherwise required by law, if the stockholder (or a qualified representative of the stockholder) does not appear at the annual or special meeting of stockholders of the Corporation to make a nomination or present a proposal of other business, such nomination shall be disregarded and such proposed business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the Corporation. For purposes of this Section 2.4, to be considered a qualified representative of the stockholder, a person must be authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders. (ii) For purposes of this Section 2.4, “public announcement” shall include disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed or furnished by the Corporation with the SEC pursuant to Sections 13, 14 or 15(d) of the Exchange Act. (iii) Without limiting any other provisions and requirements of this Section 2.4, unless otherwise required by law, if (i) any stockholder provides notice pursuant to Rule 14a-19(b) under the Exchange Act (for the avoidance of doubt, such notice must be delivered within the time period provided for in Section 2.4(a)(ii) to be considered timely) and (ii) such stockholder subsequently either (A) notifies the Corporation that such stockholder no longer intends to solicit proxies in support of director nominees other than the Corporation’s nominees in accordance with Rule 14a-19 under the Exchange Act or (B) fails to comply with the requirements of Rule 14a-19(a)(2) or Rule 14a-19(a)(3) under the Exchange Act, then such stockholder’s nominations shall be deemed null and void and the Corporation shall disregard any proxies or votes solicited for such stockholder’s nominees. Upon request by the Corporation, if any stockholder provides notice pursuant to Rule 14a-19(b) under the Exchange Act, such stockholder shall deliver to the Corporation, no later than five (5) business days prior to the applicable meeting, reasonable evidence that it has met the requirements of Rule 14a-19(a)(3) under the Exchange Act. (iv) Notwithstanding the foregoing provisions of this Section 2.4, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 2.4. This Section 2.4 is expressly intended to apply to any business proposed to be considered by the stockholders at a meeting, regardless of whether or not such proposal is made pursuant to Rule 14a-8 or Rule 14a-19 under the Exchange Act. This Section 2.4 shall not be deemed to affect any rights of (i) stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to such Rule 14a-8 under the Exchange Act or (ii) the holders of any series of Preferred Stock to elect directors pursuant to any applicable provisions of the Charter. In the event of any conflict between this Section 2.4 and the provisions of Rule 14a-8 under the Exchange Act in the circumstances of a stockholder proposal made pursuant to Rule 14a-8, the provisions of Rule 14a-8 shall control. Section 2.5 Quorum. At each meeting of the stockholders, except where otherwise required by law, the Charter or these Bylaws, the holders of a majority of the issued and outstanding shares of Common Stock of the Corporation entitled to vote at such meeting, present in person or represented by proxy, shall constitute a quorum for the transaction of business. In the absence of a quorum, any officer entitled to preside at, or act as secretary of, such meeting, or a majority in voting power of the stockholders present in person or represented by proxy and entitled to vote, shall have the power to adjourn the meeting from time to time, until stockholders holding the requisite amount of stock to constitute a quorum shall be present or represented. At any such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally called. A quorum once established, shall not be broken by the subsequent withdrawal of enough votes to leave less than a quorum. Section 2.6 Adjournment. Any meeting of stockholders, annual or special, may be adjourned from time to time to reconvene at the same or some other place, if any, and notice need not be given of any such adjourned meeting if the time and place, if any, or means of remote communication, if any, thereof are provided in accordance with the Delaware General Corporation Law (the “DGCL”). At the adjourned meeting, this Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. In addition to such other powers as are conferred upon the person acting as chairperson of the meeting in these Bylaws or by the Board, such person shall have the authority to adjourn the meeting at any time. Section 2.7 Organization. Unless otherwise determined by the Board, at each meeting of the stockholders, one of the following shall act as chairperson of the meeting and preside thereat, in the following order of precedence: (a) the Chairperson, if any; or (b) any director, officer or stockholder of the Corporation designated by the Board to act as chairperson of such meeting and to preside thereat if the Chairperson shall be absent from such meeting. The Secretary, or if he or she shall be absent from such meeting, the person (who shall be an Assistant Secretary, if an Assistant Secretary has been appointed and is present) whom the chairperson of such meeting shall appoint, shall act as secretary of such meeting and keep the minutes thereof. Section 2.8 Order of Business. The order of business at each meeting of the stockholders shall be determined by the chairperson of such meeting. Section 2.9 Voting. Except as otherwise provided by law, the Charter or these Bylaws, at each meeting of the stockholders, every stockholder of the Corporation shall be entitled to one vote in person or by proxy for each share of capital stock of the Corporation held by such stockholder and registered in such stockholder’s name on the books of the Corporation on the date fixed pursuant to Section 6.7 of Article VI as the record date for the determination of stockholders entitled to vote at such meeting. Persons holding stock in a fiduciary capacity shall be entitled to vote the shares so held. A person whose stock is pledged shall be entitled to vote, unless, in the transfer by the pledgor on the books of the Corporation, such person has expressly empowered the pledgee to vote thereon, in which case only the pledgee or the pledgee’s proxy may represent such stock and vote thereon. Shares of Common Stock standing in the name of another corporation may be voted either in person or by proxy, by the president of such corporation or other entity or any other officer appointed by such president. A proxy executed by any principal officer of such other corporation or other entity or assistant thereto shall be conclusive evidence of the signer’s authority to act, in the absence of express notice to the Corporation, given in writing to the Secretary of the Corporation, of the designation of some other person by the board of directors or the bylaws of such other corporation. If shares or other securities having voting power stand in the record of two or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, tenants by the entirety or otherwise, or if two or more persons have the same fiduciary relationship respecting the same shares, unless the Secretary shall be given written notice to the contrary and furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so provided, their acts with respect to voting shall have the following effect: (a) if only one votes, such vote binds all; (b) if more than one votes, the act of the majority so voting binds all; and (c) if more than one votes, but the vote is evenly split on any particular matter, such shares shall be voted in the manner provided by law. If the instrument so filed shows that any such tenancy is held in unequal interests, a majority or even-split for the purposes of this Section 2.9 shall be a majority or even-split in interest. Any vote of stock may be given by the stockholder entitled thereto in person or by a proxy appointed by an instrument in writing, subscribed by such stockholder or by such stockholder’s attorney thereunto authorized, delivered to the secretary of the meeting; provided, however, that no proxy shall be voted after three years from its date, unless said proxy provides for a longer period. Except as otherwise provided by law, the Charter or these Bylaws, at all meetings of the stockholders, all matters (other than the election of directors) shall be decided by the affirmative vote of a majority of shares present in person or represented by proxy at such meeting and entitled to vote thereon. Unless otherwise required by law or the Charter, the election of directors shall be decided by a majority of the votes cast at a meeting of the stockholders by the holders of stock entitled to vote in the election; provided, however, that if, as of a date that is fourteen (14) days in advance of the date the Corporation files its definitive proxy statement with the SEC (regardless of whether thereafter revised or supplemented) with respect to such meeting, the Secretary determines that the number of nominees for director exceeds the number of directors to be elected, directors shall be elected by a plurality of votes of the shares represented in person or by proxy at the meeting of stockholders held to elect directors and entitled to vote on such election of directors. The vote on any question need not be by written ballot. Section 2.10 Inspection. The chairperson of the meeting may at any time appoint one or more inspectors to serve at any meeting of the stockholders. Any inspector may be removed, and a new inspector or inspectors appointed, by the Board at any time. Such inspectors shall decide upon the qualifications of voters, accept and count votes, declare the results of such vote, and subscribe and deliver to the secretary of the meeting a certificate stating the number of shares of stock issued and outstanding and entitled to vote thereon and the number of shares voted for and against the question, respectively. The inspectors need not be stockholders of the Corporation, and any director or officer of the Corporation may be an inspector on any question other than a vote for or against his or her election to any position with the Corporation or on any other matter in which he or she may be directly interested. Before acting as herein provided, each inspector shall subscribe an oath faithfully to execute the duties of an inspector with strict impartiality and according to the best of the inspector’s ability. Section 2.11 List of Stockholders. The Corporation shall prepare and make, at least ten (10) days before every meeting of the stockholders, a complete list of the stockholders entitled to vote thereat (provided, however, if the record date for determining the stockholders entitled to vote is less than ten (10) days before the date of the meeting, the list shall reflect the stockholders entitled to vote as of the tenth (10th) day before the meeting date), arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to any such meeting, during ordinary business hours, for a period of at least ten (10) days prior to such meeting, in the manner required by applicable law. ARTICLE 3 BOARD OF DIRECTORS Section 3.1 General Powers. Except as otherwise provided by the DGCL or the Charter, the business, property and affairs of the Corporation shall be managed by or under the direction of the Board, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by law or by the Charter directed or required to be exercised or done by the stockholders. Section 3.2 Number and Term of Office. The Board shall consist of such number of directors as may be set by the Board from time to time. The Board shall initially consist of five (5) to seven (7) members. Each director shall hold office until a successor is duly elected and qualified or under the director’s earlier death, resignation, disqualification or removal. Section 3.3 Vacancies. Unless otherwise required by law or the Charter, vacancies arising through death, resignation, removal, an increase in the number of directors or otherwise may be filled by a majority of the directors then in office, even though less than a quorum, or by a sole remaining director, or by the stockholders if such vacancy resulted from the action of stockholders, and in any event the directors so chosen shall hold office until the next annual election of directors and until their successors are duly elected and qualified, or until their earlier death, resignation or removal. Section 3.4 Meetings. (a) Annual Meetings. As soon as practicable after each annual election of directors, the Board shall meet for the purpose of organization and the transaction of other business, unless it shall have transacted all such business by written consent pursuant to Section 3.5 of this Article III. (b) Other Meetings. Other meetings of the Board shall be held at such times and places as the Board, the Chairperson, the Chief Executive Officer or the President shall from time to time determine. (c) Notice of Meetings. Notice shall be given to each director of each meeting, including the time, place and purpose of such meeting. Notice of each such meeting shall be mailed to each director by overnight courier, addressed to him or her at his or her residence or usual place of business, at least two days (2) before the date on which such meeting is to be held, or shall be sent to him or her at such place by email (to email address of such director set forth in the records of the Corporation), or be delivered personally or electronically not later than twenty-four (24) hours before the day on which such meeting is to be held, but notice need not be given to any director who shall attend such meeting, unless such director attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. A written waiver of notice, signed by the person entitled thereto, whether before or after the time of the meeting stated therein, shall be deemed equivalent to notice. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting. (d) Place of Meetings. The Board may hold its meetings at such place or places within or outside the State of Delaware as the Board may from time to time determine, or as shall be designated in the respective notices or waivers of notice thereof. (e) Quorum and Manner of Acting. A majority of the total number of directors shall be present in person at any meeting of the Board in order to constitute a quorum for the transaction of business at such meeting, and the vote of a majority of those directors present at any such meeting at which a quorum is present shall be necessary for the passage of any resolution or act of the Board, except as otherwise expressly required by law, the Charter or these Bylaws. In the case of a tie vote, the Chairperson shall cast the deciding vote. In the absence of a quorum for any such meeting, a majority of the directors present thereat may adjourn such meeting from time to time until a quorum shall be present. (f) Organization. At each meeting of the Board, one of the following shall act as chairperson of the meeting and preside thereat, in the following order of precedence: (i) the Chairperson, if any; (ii) any director previously designated by the Board; (iii) the Chief Executive Officer (if a director); (iv) the President (if a director); (v) any Vice President (if a director), in the order of seniority if there is more than one; or (vi) any director designated by a majority of the directors present. The Secretary or, in the case of his or her absence, an Assistant Secretary, if an Assistant Secretary has been appointed and is present, or any person whom the chairperson of the meeting shall appoint shall act as secretary of such meeting and keep the minutes thereof. Section 3.5 Directors’ Consent in Lieu of Meeting. Any action required or permitted to be taken at any meeting of the Board or any committee of the Board may be taken without a meeting, without prior notice and without a vote, if all members of the Board or such committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or such committee; provided however, that such electronic transmission or transmissions must either set forth or be submitted with information from which it can be determined that the electronic transmission or transmissions were authorized by the director. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form. Section 3.6 Action by Means of Conference Telephone or Similar Communications Equipment. Any one or more members of the Board or any committee of the Board may participate in a meeting of the Board or such committee by means of conference telephone or other communications equipment by which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting. Section 3.7 Committees. The Board may designate one or more committees, each committee to consist of one or more directors, which to the extent provided in said resolution or resolutions shall have and may exercise the powers and authority of the Board in the management of the business and affairs of the Corporation (including the power and authority to designate other committees of the Board); provided, however, that no such committee shall have the power or authority in reference to the following matters: (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by the General Corporation Law of the State of Delaware to be submitted to stockholders for approval (other than recommending the election or removal of directors), or (ii) adopting, amending, or repealing any Bylaw of the Corporation. The Board may designate one or more directors as alternate members of any committee to replace any absent or disqualified member of the committee. In the absence or disqualification of a member of a committee, the member or members present at any meeting of such committee and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in place of such absent or disqualified director. Except as otherwise provided by these Bylaws, each committee shall adopt its own rules governing the time, place, and method of holding its meetings and the conduct of its proceedings and shall meet as provided by such rules or by resolution of the Board. Unless otherwise provided by these Bylaws or any such rules or resolutions, notice of the time and place of each meeting of a committee shall be given to each member of such committee as provided in Section 3.4(c) of this Article III with respect to notices of meetings of the Board. Section 3.8 Compensation. Unless otherwise restricted by the Charter or these Bylaws, the Board shall have the authority to fix the compensation of the directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board and may be paid a fixed sum for attendance at each meeting of the Board or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of standing or special committees may be allowed like compensation for their service on such committees. Section 3.9 Resignation and Removal. Any director of the Corporation may resign at any time, by giving notice in writing to the Chairperson of the Board, the President or the Secretary of the Corporation. Such resignation shall take effect at the time therein specified or, if no time is specified, immediately; and, unless otherwise specified in such notice, the acceptance of such resignation shall not be necessary to make it effective. Except as otherwise required by applicable law and subject to the rights, if any, of the holders of shares of preferred stock then outstanding, any director or the entire Board may be removed from office, with or without cause, by the affirmative vote of the holders of at least a majority in voting power of the issued and outstanding capital stock of the Corporation entitled to vote in the election of directors. ARTICLE 4 OFFICERS Section 4.1 Number, Titles and Term of Office. The officers of the Corporation shall be a Chief Executive Officer, President, Chief Financial Officer, one or more Vice Presidents (any one or more of whom may be designated Executive Vice President or Senior Vice President), a Secretary and, if the Board so elects, a Chairperson, a Treasurer and such other officers as the Board may from time to time elect or appoint. Each officer shall hold office until his or her successor shall be duly elected and shall qualify or until his or her death or until he or she shall resign or shall have been removed in the manner hereinafter provided. Any number of offices may be held by the same person, unless the Charter provides otherwise. Section 4.2 Authority and Duties. All officers, as between themselves and the Corporation, shall have such authority and perform such duties in the management of the Corporation as may be provided in these Bylaws or, to the extent so provided, by the Board. Section 4.3 Removal and Vacancies. Any officer may be removed, either with or without cause, by the Board at any meeting thereof, or to the extent delegated to the Chief Executive Officer, by the Chief Executive Officer. Subject to the provisions of the Charter, any vacancy occurring in any office of the Corporation may be filled by the Board. Section 4.4 Resignations. Any officer of the Corporation may resign at any time by giving notice in writing or by electronic transmission to the Board or to the Chairperson of the Board; provided, however, that if such notice is given by electronic transmission, such electronic transmission must either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the officer. Such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Section 4.5 Salaries. No officer shall be prevented from receiving a salary by reason of the fact that he or she also is a director of the Corporation. Section 4.6 Chief Executive Officer. The Chief Executive Officer shall be responsible for supervising the management of the business and affairs of the Corporation, subject to the directions and limitations imposed by the Board, these Bylaws and the Charter. All other officers shall report and be accountable to the Chief Executive Officer, except as otherwise provided in these Bylaws or as otherwise determined by the Board. Section 4.7 The President. Unless the Board otherwise determines, the President shall have the authority to agree upon and execute all leases, contracts, evidences of indebtedness and other obligations in the name of the Corporation; and he or she shall have such other powers and duties as designated in accordance with these Bylaws and as from time to time may be assigned to him or her by the Board. Section 4.8 Chief Financial Officer. The Chief Financial Officer shall be responsible for supervising the Corporation’s overall financial planning and financial controls and shall be responsible for the maintenance of the Corporation’s books and records, subject to the directions and limitations imposed by the Board, the Chief Executive Officer and these Bylaws. All other officers involved with the financial and accounting functions of the Corporation shall report and be accountable to the Chief Financial Officer, and the Chief Financial Officer shall report to the Chief Executive Officer or the Board, as the Board shall determine. Section 4.9 Vice Presidents. In the absence of the President, or in the event of his or her inability or refusal to act, a Vice President designated by the Board shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. In the absence of a designation by the Board of a Vice President to perform the duties of the President, or in the event of the President’s absence or inability or refusal to act, the Vice President who is present and who is senior in terms of time as a Vice President of the Corporation shall so act. The Vice Presidents shall perform such other duties and have such other powers as the Board may from time to time prescribe. Section 4.10 The Secretary. The Secretary shall keep the minutes of all meetings of the Board, committees of directors and the stockholders, in books provided for that purpose; he or she shall attend to the giving and serving of all notices; he or she may sign with the other appointed officers all certificates for shares of capital stock of the Corporation; he or she shall have charge of the certificate books, transfer books and stock ledgers, and such other books and papers as the Board may direct, all of which shall at all reasonable times be open to inspection of any director upon application at the office of the Corporation during business hours; he or she shall have such other powers and duties as designated in these Bylaws and as from time to time may be assigned to him or her by the Board; and he or she shall in general perform all acts incident to the office of Secretary, subject to the control of the Chief Executive Officer and the Board. Section 4.11 Assistant Secretaries. Each Assistant Secretary, if any, shall have the usual powers and duties pertaining to his or her office, together with such other powers and duties as designated in these Bylaws and as from time to time may be assigned to him or her by the Chief Executive Officer or the Board. The Assistant Secretaries shall exercise the powers of the Secretary during that officer’s absence or inability or refusal to act. Section 4.12 The Treasurer. Unless such responsibility shall be designated to the Chief Financial Officer, the Treasurer, if any, shall have responsibility for the custody and control of all the funds and securities of the Corporation, and he or she shall have such other powers and duties as designated in these Bylaws and as from time to time may be assigned to him or her by the Board. He or she shall perform all acts incident to the position of Treasurer, subject to the control of the Chief Executive Officer and the Board; and he or she shall, if required by the Board, give such bond for the faithful discharge of his or her duties in such form as the Board may require. Section 4.13 Assistant Treasurers. Each Assistant Treasurer, if any, shall have the usual powers and duties pertaining to his or her office, together with such other powers and duties as designated in these Bylaws and as from time to time may be assigned to him or her by the Board. The Assistant Treasurers shall exercise the power of the Treasurer during that officer’s absence or inability or refusal to act. ARTICLE 5 CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC. Section 5.1 Execution of Documents. The Board shall designate, by either specific or general resolution, the officers, employees and agents of the Corporation who shall have the power to execute and deliver deeds, contracts, mortgages, bonds, debentures, checks, drafts and other orders for the payment of money and other documents for and in the name of the Corporation, and may authorize such officers, employees and agents to delegate such power (including authority to redelegate) by written instrument to other officers, employees or agents of the Corporation. Unless so designated or expressly authorized by these Bylaws, no officer, employee or agent shall have any power or authority to bind the Corporation by any contract or engagement, to pledge its credit or to render it liable pecuniarily for any purpose or amount. Section 5.2 Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation or otherwise as the Board or Treasurer, or any other officer of the Corporation to whom power in this respect shall have been given by the Board, shall select. Section 5.3 Proxies with Respect to Stock or Other Securities of Other Corporations. The Board shall designate the officers of the Corporation who shall have authority from time to time to exercise, or to appoint an agent or agents of the Corporation to exercise in the name and on behalf of the Corporation the powers and rights that the Corporation may have as the holder of stock or other securities in any other corporation, and to vote or consent with respect to such stock or securities. In the absence of any express designation by the Board, the Chief Executive Officer shall have such authority, unless otherwise determined by the Board. Such designated officers may instruct the person or persons so appointed as to the manner of exercising such powers and rights, and such designated officers may execute or cause to be executed in the name and on behalf of the Corporation or otherwise, such written proxies, powers of attorney or other instruments as they may deem necessary or proper in order that the Corporation may exercise its powers and rights. ARTICLE 6 SHARES AND THEIR TRANSFER; FIXING RECORD DATE Section 6.1 Certificates for Shares. The shares of capital stock of the Corporation shall be represented by certificates, unless the Charter otherwise provides or unless the Board provides by resolution or resolutions that some or all of the shares of any class or classes, or series thereof, of the Corporation’s capital stock shall be uncertificated. Any such resolution shall not apply to shares previously represented by a certificate until such certificate is surrendered to the Corporation. Certificates, if any, for shares of stock of the Corporation shall be issued under the seal of the Corporation, or a facsimile thereof, and shall be numbered and shall be entered in the books of the Corporation as they are issued. Each certificate, if any, shall bear a serial number, shall exhibit the holder’s name and the number of shares evidenced thereby, and shall be signed by, or in the name of, the Corporation by any two authorized officers of the Corporation. Any or all of the signatures on the certificate may be a facsimile. In case any officer or officers who shall have signed any such certificate or certificates shall cease to be such officer or officers of the Corporation, whether because of death, resignation or otherwise, before such certificate or certificates shall have been delivered by the Corporation, such certificate or certificates may nevertheless be adopted by the Corporation and be issued and delivered as though the person or persons who signed such certificate had not ceased to be such officer or officers of the Corporation. Section 6.2 Record. The names and addresses of the holders of record of the shares of each class and series of the Corporation’s capital stock, together with the number of shares of each class and series held by each record holder and the date of issue of such shares, shall be entered on the books of the Corporation. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares of capital stock of the Corporation as the person entitled to exercise the rights of a stockholder, including, without limitation, the right to vote in person or by proxy at any meeting of the stockholders of the Corporation. The Corporation shall not be bound to recognize any equitable or other claim to or interest in any such shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly required by the DGCL or other applicable law. Section 6.3 Transfer and Registration of Stock. The transfer of stock and certificates, if any, that represent the stock of the Corporation shall be governed by Article 8 of Subtitle 1 of Title 6 of the Delaware Code (the Uniform Commercial Code), as amended from time to time. Registration of transfers of shares of the Corporation shall be made only on the books of the Corporation upon request of the registered holder thereof, or of such holder’s attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation, and upon the surrender of the certificate or certificates, if any, for such shares properly endorsed or accompanied by a stock power duly executed. Section 6.4 Addresses of Stockholders. Each stockholder shall designate to the Secretary an address at which notices of meetings and all other corporate notices may be served or mailed to such stockholder, and, if any stockholder shall fail to designate such address, corporate notices may be served upon any such stockholder by mail directed to such stockholder at the post-office address, if any, as appears on the share record books of the Corporation or at such stockholder’s last known post-office address. Section 6.5 Lost, Destroyed and Mutilated Certificates. The holder of any shares of the Corporation shall immediately notify the Corporation of any loss, destruction or mutilation of the certificate therefor, and the Board may, in its discretion, cause to be issued to any such stockholder a new certificate or certificates for such shares, or shares in uncertificated form, upon the surrender of the mutilated certificates or, in the case of loss or destruction of the certificate, upon satisfactory proof of such loss or destruction, and the Board may, in its discretion, require the owner of the lost or destroyed certificate or such owner’s legal representative to give the Corporation a bond in such sum and with such surety or sureties as it may direct to indemnify the Corporation against any claim that may be made against it on account of the alleged loss or destruction of any such certificate. Section 6.6 Regulations. The Board may make such rules and regulations as it may deem expedient, not inconsistent with these Bylaws, concerning the issue, transfer and registration of certificates, if any, for stock of the Corporation. Section 6.7 Fixing Date for Determination of Stockholders of Record. (a) In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall be not more than sixty (60) nor less than ten (10) days before the date of such meeting. If no record date is fixed by the Board, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting. (b) In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty (60) days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto. ARTICLE 7 GENERAL PROVISIONS Section 7.1 Declaration of Dividends. Dividends upon the capital stock of the Corporation, subject to the provisions of the Charter, if any, may be declared by the Board at any regular or special meeting, or any action by written consent in lieu of such meeting, pursuant to law. Dividends may be paid in cash, property or shares of the capital stock of the Corporation, subject to the provisions of the Charter. Section 7.2 Reserve Fund Before Payment of Dividend. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, for equalizing dividends, for repairing or maintaining any property of the Corporation, or for such other purpose as the directors shall think conducive to the interests of the Corporation. The directors may reduce or abolish any such reserve at any time. Section 7.3 Fiscal Year. The fiscal year of the Corporation shall be such fiscal year as the Board from time to time by resolution may determine. ARTICLE 8 INDEMNIFICATION AND INSURANCE Section 8.1 Indemnification. (a) Each person who was or is made a party or is threatened to be made a party to or is otherwise involved (including as a witness) in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that such person is or was a director or officer of the Corporation, or, while serving as a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership (general or limited), limited liability company, joint venture, trust or other enterprise (collectively, “another enterprise” or an “other enterprise”), including service with respect to an employee benefit plan (hereinafter an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity while serving as a director, officer, employee or agent or in any other capacity while serving as a director or officer, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than permitted prior thereto), against all expense, liability and loss (including attorneys’ fees, judgments, fines, excise taxes or amounts paid in settlement) actually and reasonably incurred or suffered by such indemnitee in connection therewith and such indemnification shall continue as to an indemnitee who has ceased to be a director or officer and shall inure to the benefit of the indemnitee’s heirs, testators, intestates, executors and administrators; and such right shall include the right to be paid by the Corporation the expenses reasonably incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that, if the DGCL requires, an advancement of expenses incurred by an indemnitee shall be made only upon delivery to the Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Section 8.1 or otherwise. The rights to indemnification and advancement of expenses conferred upon officers and directors of this Corporation in this Article VIII shall be a contract right, shall vest when such person becomes a director or officer of the Corporation or, while serving as a director or officer of the Corporation, a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, and shall continue as vested contract rights even if such person ceases to be a director or officer of the Corporation or, while serving as a director or officer of the Corporation, a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise. (b) If (X) a claim under Section 8.1(a) of this Article VIII with respect to any right to indemnification is not paid in full (following the final disposition of the proceeding) by the Corporation within thirty (30) days after a written claim has been received by the Corporation, or (Y) a claim under Section 8.1(a) of this Article VIII with respect to any right to advancement of expenses is not paid in full by the Corporation within twenty (20) days after a written claim has been received by the Corporation, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of any undertaking, the indemnitee shall be entitled to be paid the reasonable expense (including attorneys’ fees) of prosecuting or defending such suit. In any suit brought by an indemnitee to enforce a right to indemnification or to an advancement of expenses (whether hereunder, or by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking or otherwise), the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Section or otherwise shall be on the Corporation. In any suit brought by an indemnitee to enforce a right to indemnification hereunder (but not a suit brought by an indemnitee seeking to enforce a right to an advancement of expenses), it shall be a defense by the Corporation that the indemnitee has not met any applicable standard required for indemnification under applicable law. With respect to any suit brought by an indemnitee to enforce a right to indemnification or a right to advancement of expenses or any suit brought by the Corporation to recover an advancement of expenses (whether pursuant to the terms of an undertaking or otherwise), neither (i) the failure of the Corporation to have made a determination prior to commencement of such suit that indemnification of such indemnitee is proper in the circumstances because such indemnitee has met the applicable standards of conduct under applicable law, nor (ii) an actual determination by the Corporation that such indemnitee has not met such applicable standards of conduct, shall create a presumption that such indemnitee has not met the applicable standards of conduct or, in a case brought by such indemnitee seeking to enforce a right to indemnification, be a defense to such suit. (c) Anything in this Article VIII to the contrary notwithstanding, except for proceedings initiated by an indemnitee to enforce a right to indemnification or advancement of expenses, whether as provided in Section 8.1(b) of this Article VIII or otherwise, with respect to a proceeding initiated against the Corporation by a person who is or was a director or officer of the Corporation (whether initiated by such person in or by reason of such capacity or in or by reason of any other capacity, including as a director, officer, employee, or agent of another enterprise), the Corporation shall not be required to indemnify or to advance expenses (including attorneys’ fees) to such person in connection with prosecuting such proceeding unless such proceeding was authorized by the Board. For the avoidance of doubt, no compulsory counterclaim against the Corporation in a proceeding initiated by or on behalf of the Corporation against or involving the indemnitee and, to the extent reasonably related to the defense of any such proceeding, no other counterclaim, cross-claim, affirmative defense, or like claim of an indemnitee asserted against the Corporation in an proceeding initiated by or on behalf of the Corporation against the indemnitee, shall be considered a proceeding or claim initiated or prosecuted by the indemnitee for purposes of this subsection (c). (d) Anything in this Article VIII to the contrary notwithstanding, to the extent that a present or former director or officer of the Corporation has been successful on the merits or otherwise in defense of any threatened, pending, or completed proceeding referred to in Section 145(a) or (b) of the DGCL (whether such director or officer was a party to such proceeding by reason of the fact that he or she is or was a director or officer of the Corporation, or, while serving as a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another enterprise), or in defense of any claim, issue, or matter therein, he or she shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith. (e) For purposes of this Article VIII: (i) references to serving at the request of the Corporation as a director or officer of another enterprise shall include any service as a director or officer of the Corporation that imposes duties on, or involves services by, such director or officer with respect to an employee benefit plan; (ii) references to serving at the request of the Corporation as an employee or agent of another enterprise shall include any service as an employee or agent of the Corporation that imposes duties on, or involves services by, such employee or agent with respect to an employee benefit plan; and (iii) references to a director of another enterprise shall include, in the case of any entity that is not managed by a board of directors, such other position, such as manager or trustee or member of the governing body of such entity, that entails responsibility for the management and direction of such entity’s affairs, including, without limitation, general partner of any partnership (general or limited) and manager or managing member of any limited liability company. (f) The rights to indemnification and to the advancement of expenses conferred in this Article VIII shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, the Charter, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office. Section 8.2 Insurance. The Corporation may purchase and maintain insurance, at its expense, to protect itself and any person who is or was a director, officer, employee or agent of the Corporation or any person who is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the DGCL. Section 8.3 Amendment or Repeal. Any amendment or repeal of the provisions of this Article VIII, or the adoption of any provision inconsistent with the provisions of this Article VIII, shall not adversely affect any right or protection hereunder of any indemnitee in respect of any act or omission occurring prior to the time of such amendment or repeal (regardless of whether the proceeding relating to such acts or omissions, or any proceeding relating to such person’s rights to indemnification or to advancement of expenses, is commenced before or after the time of such amendment, repeal, modification, or adoption), and any such amendment, repeal, modification, or adoption that would adversely affect such person’s rights to indemnification or advancement of expenses hereunder shall be ineffective as to such person, except with respect to any proceeding that relates to or arises from (and only to the extent such proceeding relates to or arises from) any act or omission of such person occurring after the effective time of such amendment, repeal, modification, or adoption. Section 8.4 Severability. If any provision or provisions of this Article VIII shall be held to be invalid, illegal, or unenforceable for any reason whatsoever: (1) the validity, legality, and enforceability of the remaining provisions of this Article VIII (including, without limitation, each portion of any paragraph or clause containing any such provision held to be invalid, illegal, or unenforceable, that is not itself held to be invalid, illegal, or unenforceable) shall not in any way be affected or impaired thereby; and (2) to the fullest extent possible, the provisions of this Article VIII (including, without limitation, each such portion of any paragraph or clause containing any such provision held to be invalid, illegal, or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal, or unenforceable. ARTICLE 9 AMENDMENT Any bylaw (including these Bylaws) may be adopted, amended or repealed by the affirmative vote of the holders of at least 75% of the voting power of the shares of the then outstanding Common Stock or by the vote of the Board or by the directors’ written consent pursuant to Section 3.5 of Article III. AMENDMENT NO. 1 TO AMENDED AND RESTATED BYLAWS OF BRIGHTSPHERE INVESTMENT GROUP INC. The following amendment to the Amended and Restated Bylaws of BrightSphere Investment Group Inc. (the “Bylaws”), effective as of January 1, 2025, was duly adopted pursuant to Article 9 of the Bylaws by unanimous written consent of the members of the board of directors of BrightSphere Investment Group Inc. 1. Name. All references to “BrightSphere Investment Group Inc.” in the Bylaws shall be changed to “Acadian Asset Management Inc.” Except as specifically amended herein, the Bylaws shall remain in full force and effect. [Remainder of page intentionally left blank.] 1 CERTIFICATION I certify that this is a true and accurate copy of Amendment No. 1 to the Bylaws, as adopted and authorized by the Board and effective as of January 1, 2025. /s/ Richard J. Hart Name: Richard J. Hart Title: Chief Legal Officer and Secretary 2 DESCRIPTION OF REGISTRANT’S SECURITIES The following description of the capital stock of Acadian Asset Management Inc. (the “Company”) is a summary. This summary is subject to the General Corporation Law of the State of Delaware (the “DGCL”) and the complete text of the Company’s Amended and Restated Certificate of Incorporation, filed on July 12, 2019, as amended (the “Certificate of Incorporation”), and the Company’s Amended and Restated Bylaws, adopted on February 27, 2023, as amended (the “Bylaws”), which are incorporated herein by reference. We encourage you to read that law and those documents carefully. Authorized Capital Stock The Company’s Certificate of Incorporation authorizes 230 million shares of common stock, par value $0.001 per share (the “Common Stock”), and 10 million shares of preferred stock, par value $0.001 per share. COMMON STOCK Voting Rights Each holder of Common Stock is entitled to one vote for each share on all matters submitted to a vote of the stockholders, including the election of directors in uncontested elections. The Company’s stockholders do not have cumulative voting rights in the election of directors. Accordingly, in an uncontested election, holders of a majority of the voting shares are able to elect all of the directors. Dividends Subject to preferences that may be applicable to any then outstanding preferred stock, holders of Common Stock will be entitled to receive dividends, if any, as may be declared from time to time by the Company’s board of directors out of legally available funds. Dividends may be paid in cash, in property or in shares of Common Stock. Declaration and payment of any dividend will be subject to the discretion of the Company’s board of directors. The time and amount of dividends will depend upon the Company’s financial condition, operations, cash requirements and availability, debt repayment obligations, capital expenditure needs, restrictions in the Company’s debt instruments, industry trends, the provisions of Delaware law affecting the payment of distributions to stockholders and any other factors the Company’s board of directors may consider relevant. Liquidation In the event of the Company’s liquidation, dissolution or winding up, holders of Common Stock will be entitled to share ratably in the net assets legally available for distribution to stockholders after the payment of all of the Company’s debts and other liabilities and the satisfaction of any liquidation preference granted to the holders of any then outstanding shares of preferred stock. Rights and Preferences Holders of Common Stock have no preemptive, conversion, subscription or other rights, and there are no redemption or sinking fund provisions applicable to Common Stock. The rights, preferences and privileges of the holders of Common Stock will be subject to and may be adversely affected by the rights of the holders of shares of any series of the Company’s preferred stock that the Company may designate in the future. Fully Paid and Nonassessable All outstanding shares of Common Stock of the Company are fully paid and non-assessable. Stock Exchange Listing The Common Stock is listed on the NYSE under the symbol “AAMI.” No Sinking Fund Shares of the Common Stock have no sinking fund provisions. Transfer Agent and Registrar The transfer agent and registrar for the Company’s Common Stock is Computershare Trust Company, N.A. The transfer agent and registrar’s address is P.O. BOX 43006, Providence, RI, 02940-3006. Anti-Takeover Effects of Provisions of the Company’s Certificate and Bylaws and Delaware Law Some provisions of Delaware law and the Company’s Certificate of Incorporation and Bylaws could make the following transactions difficult: acquisition of the Company by means of a tender offer; control of the Company’s board of directors by means of a proxy contest or otherwise; or removal of incumbent officers and directors of the Company. It is possible that these provisions could make it more difficult to accomplish or could deter transactions that stockholders may otherwise consider to be in their best interest or in the best interests of the Company, including transactions that might result in a premium over the market price for the Company shares. These provisions, summarized below, are expected to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of the Company to first negotiate with the Company’s board of directors. The Company believes that the benefits of protection to the Company’s potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure the Company outweigh the disadvantages of discouraging these proposals because negotiation of these proposals could result in an improvement of their terms. Undesignated Preferred Stock The ability to authorize undesignated preferred stock will make it possible for the Company’s board of directors to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to change control of the Company. These and other provisions may have the effect of deterring hostile takeovers or delaying changes in control or management of the Company. Special Stockholder Meetings The Bylaws provide that a special meeting of stockholders may be called only by the Company’s board of directors or by one or more stockholders holding at least 10% of the total number of issued and outstanding Common Stock of the Company. Requirements for Advance Notification of Stockholder Nominations and Proposals The Bylaws of the Company establish advance notice procedures with respect to stockholder proposals and the nomination of candidates for election as directors, other than nominations made by or at the direction of the Company’s board of directors or a committee of the Company’s board of directors. Composition of the Board of Directors; Election and Removal of Directors; Filling Vacancies The Company’s board of directors consists of not less than five nor more than seven directors. In any uncontested elections of directors, a director nominee for the Company’s board of directors will be elected by the affirmative vote of a majority of the votes cast with respect to such director by the shares represented and entitled to vote at a meeting of the stockholders for the election of directors at which a quorum is present, voting together as a single class. The directors of the Company are elected until the expiration of the term for which they are elected and until their respective successors are duly elected and qualified. Pursuant to the Stockholder Agreement, dated May 17, 2019, between the Company and Paulson & Co. Inc. (“Paulson & Co.”), Paulson & Co. has the right to nominate one director to the board of directors of the Company’s Board of Directors (subject such nominee’s election by the stockholders of the Company) until such time as Paulson & Co. does not own at least 7% of the total number of issued and outstanding Common Stock of the Company. The directors of the Company may be removed by the affirmative vote of at least a majority of the holders of the Company’s then-outstanding Common Stock. Furthermore, any vacancies on the Company’s board of directors, through death, resignation, removal, an increase in the number of directors or otherwise may be filled by a majority of the directors then in office, even though less than a quorum, or by a sole remaining director. This system of electing and removing directors may tend to discourage a third party from making a tender offer or otherwise attempting to obtain control of the Company, because it generally makes it more difficult for stockholders to replace a majority of the directors. Choice of Forum The Company’s Certificate of Incorporation provides that, unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the exclusive forum for: any derivative action or proceeding brought on the Company’s behalf; any action asserting a breach of fiduciary duty; any action asserting a claim against the Company arising pursuant to the DGCL; or any action asserting a claim against the Company that is governed by the internal affairs doctrine. The Certificate of Incorporation provides that the exclusive forum provision will not preclude or contract the scope of exclusive federal or concurrent jurisdiction for actions brought under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, or the respective rules and regulations promulgated thereunder. Although the Company’s Certificate of Incorporation contains the choice of forum provision described above, it is possible that a court could find that such a provision is inapplicable for a particular claim or action or that such provision is unenforceable. Amendment of the Certificate and Bylaws The amendment of any of the provisions in the Certificate of Incorporation requires approval by a stockholder vote by the holders of at least 75% of the voting power of the then outstanding voting stock. The Bylaws of the Company may be amended by the board of directors or by the holders of at least 75% of the voting power of the then outstanding voting stock. PREFERRED STOCK The Certificate of Incorporation authorizes the board of directors of the Company to issue preferred stock in one or more series and to determine the preferences, limitations and relative rights of any shares of preferred stock that it shall choose to issue, without vote or action by the stockholders. NOTES The following description of the Company’s 4.800% Notes due 2026 (the “2026 Notes” or the “Notes”) is a summary and does not purport to be complete. This description is qualified in its entirety by reference to the indenture, dated as of July 25, 2016, between OM Asset Management plc (“OMAM”), as Issuer, Wilmington Trust, National Association (“Wilmington Trust”), as trustee, and Citibank, N.A. (“Citi”), as securities administrator (the “base indenture”), as supplemented by the first supplemental indenture dated as of July 25, 2016, between OMAM, as Issuer, Wilmington Trust, as trustee, and Citi, as securities administrator (the “first supplemental indenture”) and the third supplemental indenture, dated as of July 11, 2019, among BrightSphere Investment Group plc, the Company, Wilmington Trust and Citi (the “third supplemental indenture” and together with the base indenture and the first supplemental indenture, the “indenture”). The indenture is subject to the Trust Indenture Act of 1939, as amended. The following summaries of certain provisions of the indenture do not purport to be complete, and are subject to, and are qualified in their entirety by reference to, all the provisions of the indenture. Capitalized terms not defined herein shall have the meanings assigned to them in the indenture. The following is a description of certain of the specific terms and conditions of the indenture. 2026 Notes The 2026 Notes were issued under the base indenture as supplemented by the first supplemental indenture. The 2026 Notes were modified by a third supplemental indenture dated July 11, 2019 to reflect the redomestication of the Company. The 2026 Notes will mature on July 27, 2026, unless previously redeemed as described below under “Redemption for Tax Reasons” and “Optional Redemption.” The 2026 Notes bear interest from and including July 25, 2016 (or from the most recent interest payment date in the case of additional 2026 Notes of the same series) at the rate of 4.800% per annum. Interest on the 2026 Notes is payable semi-annually in arrears on each January 27 and July 27, beginning on January 27, 2017, to the persons in whose names the 2026 Notes are registered at the close of business in the place of payment on the 15th calendar day (whether or not a business day) immediately preceding the interest payment date for the 2026 Notes. Interest on the 2026 Notes is computed on the basis of a 360-day year consisting of twelve 30-day months. The 2026 Notes were initially issued in the aggregate principal amount of $250,000,000 with a second issuance of the same series in the aggregate principal amount of $25,000,000 for a total aggregate principal amount of $275,000,000. If any interest payment date, date of redemption or the maturity date of the 2026 Notes is not a business day in the place of payment, then payment of principal and interest will be made on the next succeeding business day. No interest will accrue on the amount so payable for the period from such interest payment date, redemption date or maturity date, as the case may be, to the date payment is made. The 2026 Notes were issued in book-entry only form through the facilities of Depositary Trust Company in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. No service charge will be made for any registration of transfer or exchange of the 2026 Notes, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with such transfer or exchange of 2026 Notes. Payments of principal, interest, premium and additional amounts, if any, will be paid in U.S. dollars. The 2026 Notes are subject to defeasance upon satisfaction of certain conditions described under “Defeasance” below. The indenture does not prevent the Company from purchasing any outstanding 2026 Notes. In the event that the Company purchases 2026 Notes, such 2026 Notes will be disregarded for certain voting purposes consistent with the terms of the indenture to the extent that the trustee or the securities administrator, as applicable, has been notified in writing by the Company that such 2026 Notes are so owned. The 2026 Notes are listed for trading on the New York Stock Exchange under the symbol “AAMI 26.” Ranking The Notes are the Company’s unsecured and unsubordinated obligations and rank equally in right of payment with all of the Company’s other unsecured and unsubordinated senior indebtedness from time to time outstanding. Issuance of Additional Debt Securities Under the terms of the indenture, the Company may from time to time without notice to, or the consent of, the holders of the Notes, reopen an outstanding series of debt securities or issue a new series of debt securities. Additional Amounts With respect to any payments that the Company makes, all such payments under, or with respect to, the Notes will be made free and clear of, and without withholding or deduction for or on account of, any present or future tax, duty, levy, impost, assessment or other governmental charge of a similar nature, including penalties, interest and other liabilities related thereto (collectively, “taxes”), imposed or levied by or on behalf of any jurisdiction in which the Company is engaged in business, resident for tax purposes or generally subject to tax on a net income basis, or any political subdivision or taxing authority of or in any of the foregoing (a “Tax Jurisdiction”), unless the Company is required to withhold or deduct taxes by law or by the official interpretation or administration thereof. If the Company is so required to withhold or deduct any amount for, or on account of, such taxes from any payment made under or with respect to the Notes, the Company will pay such additional amounts (“additional amounts”) as may be necessary so that the net amount received by each holder (including additional amounts) after such withholding or deduction will not be less than the amount such holder would have received if such taxes had not been required to be withheld or deducted. The Company’s obligation to pay additional amounts does not apply to: (1) any taxes: (i) to the extent that such taxes would not have been so imposed but for the existence of any present or former connection between the holder or beneficial owner of the Notes and the Tax Jurisdiction imposing such taxes, other than solely resulting from the mere acquisition, holding, or ownership of the Notes; (ii) to the extent such taxes would not have been imposed but for the failure of the holder or beneficial owner of the Notes to comply with any reasonable request made by the Company in writing to such holder or beneficial owner at least 30 days before any withholding or deduction of such taxes would be so required, to make a timely and valid declaration or similar claim for exemption from such taxes or to comply with applicable certification, identification, information or other reporting requirements concerning such holder’s or beneficial owner’s identity, nationality, residence, place of establishment or connection with the Tax Jurisdiction imposing such taxes or to make any other declaration or similar claim or otherwise satisfy any information reporting requirements, in each case, which is imposed by statute, treaty, regulation or administrative practice of such Tax Jurisdiction as a precondition to an applicable exemption from, or reduction in the rate of deduction or withholding of, such taxes, but in each case, only to the extent such holder or beneficial owner is legally entitled to make such declaration or claim or to comply with such requirements; (iii) to the extent such taxes were imposed as a result of presentation of a Note for payment (where presentation is required) by or on behalf of a holder of Notes that would have been able to avoid such withholding or deduction by presenting such Note to another paying agent; or (iv) to the extent such taxes were imposed as a result of presentation of a Note for payment (where presentation is required) more than 30 days after the relevant payment is first made available for payment to the holder of such Note, except to the extent that such holder would have been entitled to additional amounts had the Note been presented for payment on the last day of such 30-day period; (2) any estate, inheritance, gift, sales, transfer, personal property or similar tax, assessment or other similar governmental charge; (3) with respect to any withholding or deduction that is imposed in connection with Sections 1471-1474 of the US Internal Revenue Code and the U.S. Treasury regulations, thereunder (“FATCA”), any intergovernmental agreement between the United States and any other jurisdiction implementing, or relating to, FATCA or any law, regulation or guidance enacted or issued in any jurisdiction with respect thereto; (4) any taxes payable otherwise than by deduction or withholding from payments under, or with respect to, the Notes; or (5) any combination of the items listed in the preceding exceptions (1) - (4). The foregoing provisions will survive any termination or discharge of the indenture and any defeasance of the Notes. Redemption for Tax Reasons If, as the result of any change in or amendment to the laws, regulations or published tax rulings of a Tax Jurisdiction, or any change in or amendment to the official application, administration or interpretation of these laws, regulations or published tax rulings, which change or amendment was not announced before, and becomes effective on or after, July 20, 2016 (or, in the case of any change in or amendment to the laws, regulations or published tax rulings of any jurisdiction that becomes a Tax Jurisdiction after July 20, 2016, which change or amendment was not announced before, and becomes effective on or after, the date such jurisdiction becomes a Tax Jurisdiction), the Company determines in good faith that it must pay (or will have to pay on the next interest payment date) any additional amounts and that such obligation cannot be avoided by the use of reasonable measures available to it, then the Company may, at its option, redeem all, but not less than all, of the Notes at a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest on the Notes and any additional amounts in respect thereof to, but excluding, the redemption date. If the Company chooses to redeem the Notes, the Company will deliver a notice of redemption to holders of the Notes (with a copy to the trustee and the securities administrator) to be redeemed not less than 30 but no more than 60 days before the redemption date (which notice will be irrevocable). Optional Redemption The Company has the option to redeem all or a portion of the 2026 Notes at any time, or from time to time, on no less than 30 nor more than 60 days’ notice mailed to holders thereof (with a copy to the trustee and the securities administrator), at a redemption price equal to the greater of (a) 100% of the principal amount of the 2026 Notes to be redeemed or (b) the sum of the present values of the Remaining Scheduled Payments discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 0.50% (50 basis points), plus accrued and unpaid interest, if any, on the principal amount being redeemed to, but excluding, the redemption date. Covenants Offer to Repurchase Upon a Change of Control Repurchase Event If a Change of Control Repurchase Event occurs with respect to the Notes, the Company will make an offer to each holder of Notes to repurchase all or any part (in multiples of $1,000 principal amount) of that holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes to be repurchased plus any accrued and unpaid interest on the Notes to be repurchased to but excluding the date of repurchase. Within 30 days following any Change of Control Repurchase Event with respect to the Notes, or, at the Company’s option, prior to any Change of Control, but after the public announcement of the Change of Control, the Company will send a notice to each holder of Notes (with a copy to the trustee and the securities administrator) describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase Notes on the payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is sent. The notice shall, if sent prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice. On the Change of Control Repurchase Event payment date, the Company will, to the extent lawful: (1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Company’s offer; (2) deposit with the paying agent an amount equal to the aggregate purchase price in respect of all Notes or portions of Notes properly tendered; and (3) deliver or cause to be delivered to the securities administrator the Notes properly accepted, together with an officer’s certificate (with a copy to the trustee) stating the aggregate principal amount of Notes being purchased by us. The paying agent will promptly distribute to each holder of Notes properly tendered the purchase price for the Notes, and the securities administrator will promptly authenticate and mail (or cause to be transferred by book-entry) to each holder a new Note equal in principal amount to any unpurchased portion of any Notes surrendered; provided, that each new Note will be in a principal amount of $2,000 or an integral multiple of $1,000. The Company will not be required to make an offer to repurchase the Notes upon a Change of Control Repurchase Event if a third party makes an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and such third party purchases all Notes properly tendered and not withdrawn under its offer. If holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in any offer made by the Company or any third party following a Change of Control Repurchase Event, and the Company or such third party purchase such Notes, the Company or such third party will have the right, upon not less than 30 nor more than 60 days’ prior written notice to the holders of the Notes (with a copy to the trustee and the securities administrator), given not more than 30 days following such repurchase of Notes following the Change of Control Repurchase Event, to redeem all Notes that remain outstanding following such purchase at a price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest to but excluding the date of redemption. The terms of the Credit Agreement, dated as of August 29, 2024, by and among Acadian Asset Management LLC, the lenders party thereto and Citibank, N.A. as Administrative Agent provide that certain change of control events will constitute an event of default thereunder entitling the lenders to accelerate any indebtedness outstanding under the facility at that time and to terminate the facility. Future debt instruments may contain similar restrictions and provisions. If the holders of the Notes exercise their right to require the Company to repurchase Notes upon a Change of Control Repurchase Event, the financial effect of this repurchase could cause a default under the Company’s future debt instruments, even if the Change of Control Repurchase Event itself would not cause a default. It is possible that the Company will not have sufficient funds at the time of the Change of Control Repurchase Event to make the required repurchase of the Company’s other debt and the Notes. Limitation on Liens The Company will not, and will not cause or permit any Subsidiary to, create, assume, incur or guarantee any indebtedness for borrowed money that is secured by a Lien on any Voting Stock of any Significant Subsidiary owned directly or indirectly by us, or any profit participating equity interests of any Significant Subsidiary owned directly or indirectly by us, without providing that the Notes (together with, if the Company shall so determine, any other indebtedness of, or guarantee by, the Company ranking equally with the Notes) will be secured equally and ratably with or prior to all other indebtedness secured by such Lien on such Voting Stock or such profit participating equity interests. This covenant will not limit the Company’s ability or the ability of the Company’s Subsidiaries to incur indebtedness or other obligations secured by Liens on assets other than the Voting Stock or profit participating equity interests of any of a Significant Subsidiary. This limitation will not apply to Permitted Liens. Consolidation, Merger, Sale or Conveyance The Company may not consolidate with or merge into any other entity or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to any entity, unless: • the successor or transferee entity, if other than the Company, is a corporation organized and existing under the laws of the United States, any state or territory thereof, the District of Columbia or England and Wales, and expressly assumes by a supplemental indenture executed and delivered to the trustee and the securities administrator, in form reasonably satisfactory to the trustee and the securities administrator, the due and punctual payment of the principal of, any premium on and any interest on, all the outstanding debt securities of the Company and the performance of every covenant and obligation in the indenture to be performed or observed by the Company; • immediately after giving effect to the transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, has happened and is continuing; and • the Company has delivered to the trustee an officer’s certificate and an opinion of counsel, each in the form required by the indenture and stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture complies with the foregoing provisions relating to such transaction. In case of any such consolidation, merger, conveyance, transfer or lease, the successor entity will succeed to and be substituted for the Company as obligor for the Notes with the same effect as if it had been named in the indenture as the Company. Events of Default An event of default with respect to the Notes means (whatever the reason for such event of default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental): (a) default for 30 days in payment of any interest on the Notes when it becomes due and payable; (b) default in payment of principal of or any premium on the Notes at maturity or upon redemption or repayment when the same becomes due and payable; (c) failure to observe or perform any other covenant or agreement with respect to the Notes for 60 days after notice to the Company of such failure by the trustee or holders of 25% or more in aggregate principal amount of the then-outstanding Notes; (d) a default under any debt for money borrowed by the Company or any Subsidiary that results in the acceleration of the maturity of such debt, or failure to pay any such debt at maturity, in an aggregate amount of at least $50.0 million or its foreign currency equivalent at the time and such acceleration has not been rescinded or annulled, or debt paid, within 30 days after notice to the Company by the trustee or holders of 25% or more in aggregate principal amount of the then outstanding Notes; (e) certain events of bankruptcy, insolvency and reorganization of the Company; and (f) the commencement by the Company of a voluntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by the Company to the entry of a decree or order for relief in respect of the Company in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against the Company, or the filing by the Company of a petition or answer or consent seeking reorganization or relief under any applicable federal or state law, or the consent by the Company to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or of any substantial part of the property of the Company, or the making by the Company of an assignment for the benefit of creditors, or the admission by the Company in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Company in furtherance of any such action. If an event of default with respect to the Notes described in clause (a), (b), (c) or (d) above has occurred and is continuing, either the trustee or the holders of not less than 25% in aggregate principal amount of the Notes may declare the principal amount of the Notes then outstanding, and any accrued and unpaid interest through the date of such declaration, to be due and payable immediately. Upon certain conditions such declarations may be annulled and past defaults may be waived by the holders of a majority in aggregate principal amount of the Notes. If an event of default described in clause (e) above has occurred and is continuing, then the principal amount of all debt securities issued under the indenture, together with any accrued interest through the occurrence of such event, shall become and be due and payable immediately, without any declaration or other act by the trustee or any other holder. The trustee must give to the holders of the Notes notice of all uncured defaults actually known to it within 90 days after such a default occurs (the term default to include the events specified above without notice or grace periods); provided that, except in the case of default in the payment of principal of or any premium or interest on any of the Notes, the trustee will be protected in withholding such notice if it in good faith determines that the withholding of such notice is in the best interest of the holders of the Notes. No holder of Notes may institute any action under the indenture unless: • such holder has given the trustee written notice of a continuing event of default with respect to the Notes; • the holders of not less than 25% in aggregate principal amount of the Notes, or, in the case of an event of default described in clause (e) or (f) above, the holders of not less than 25% in aggregate principal amount of all debt securities issued under the indenture, have requested the trustee to institute proceedings in respect of such event of default in its own name as trustee; • such holder or holders have offered the trustee such indemnity and security as the trustee may require; • the trustee has failed to institute an action for 60 days thereafter; and • no inconsistent direction has been given to the trustee during such 60-day period by the holders of a majority in aggregate principal amount of the Notes, or, in the case of an event of default described in clause (e) or (f) above, by the holders of a majority in aggregate principal amount of all debt securities issued under the indenture. The holders of a majority in aggregate principal amount of the Notes and, in the case of an event of default described in clause (e) or (f) above, the holders of a majority in aggregate principal amount of all debt securities issued under the indenture, will have the right, subject to certain limitations, to direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred on the trustee with respect to the Notes. The indenture provides that, if an event of default occurs and is continuing of which a responsible officer of the trustee has received written notice thereof, the trustee, in exercising its rights and powers under the indenture, will be required to use the degree of care of a prudent man in the conduct of his own affairs. The indenture further provides that the trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties under the indenture unless it has reasonable grounds for believing that repayment of such funds or indemnity and security against such risk or liability satisfactory to the trustee is reasonably assured to it. The Company must furnish to the trustee within 120 days after the end of each fiscal year a statement signed by an officer to the effect that a review of the Company’s activities during such year and the Company’s performance under the indenture and the terms of the Notes has been made, and, to the knowledge of the signatories based on such review, the Company has complied with all conditions and covenants of the indenture or, if the Company is in default, specifying such default and the actions being taken by the Company with respect to curing such default. No Sinking Fund The Notes are not subject to any sinking fund. Modification of the Indenture The Company, the trustee and the securities administrator, may, without the consent of the holders of the Notes, enter into supplemental indentures for, among others, one or more of the following purposes: (a) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company in the indenture and in the Notes; (b) to add to the covenants of the Company or to surrender any of the Company’s rights, or add any rights for the benefit of the Holders of the Notes; (c) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); (d) to add to or change any of the provisions of the indenture to such extent as shall be necessary to permit or facilitate the issuance of the Notes in uncertificated form; (e) to add to, change or eliminate any of the provisions of the indenture in respect of one or more series of Securities; provided that any such addition, change or elimination (i) shall neither (A) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (B) modify the rights of the Holder of any such Security with respect to such provision or (ii) shall become effective only when there is no such Security Outstanding; (f) to establish the form or terms of Securities of any series as permitted by Sections 2.01 and 3.01 of the indenture; (g) to evidence and provide for the acceptance of appointment under the Indenture by a successor trustee or successor securities administrator with respect to the Notes or one or more series of other Securities and to add to or change any of the provisions of the indenture as shall be necessary to provide for or facilitate the administration of the trusts under the indenture by more than one trustee or more than one securities administrator, pursuant to the requirements of Section 6.11 of the indenture; (h) to secure the Securities of any series; (i) to qualify an indenture under the Trust Indenture Act of 1939, as amended, or the Trust Indenture Act, or to comply with the requirements of the SEC in order to maintain the qualification of such indenture under the Trust Indenture Act; (j) to cure any ambiguity, defect or inconsistency in the indenture; (k) to conform any provision of the indenture or any Securities to the description thereof reflected in any prospectus (including the prospectus pursuant to which the Notes were issued), prospectus supplement, offering memorandum or similar offering document used in connection with the initial offering or sale of such Securities to the extent that such description was intended to be verbatim recitation of a provision of the Indenture, the Securities or any related guarantees or security documents; or (l) to make any other provisions with respect to matters or questions arising under the indenture; provided that such action pursuant to this clause (l) shall not adversely affect the interests of the Holders of the Notes in any material respect. With certain exceptions, the indenture or the rights of the holders of the Notes may be modified by us, the trustee and the securities administrator, with the consent of the holders of a majority in aggregate principal amount of the Notes then outstanding affected thereby, but no such modification may be made without the consent of the holder of each outstanding Note affected thereby that would: (a) change the Stated Maturity of the principal of, or any premium on, or any installment of principal of or interest on the Notes, or reduce the principal amount or any premium or the rate or manner of calculating interest or any premium payable upon redemption or repayment of the Notes, or change the dates or periods for any redemption or repayment or change any Place of Payment where, or the coin or currency in which, any principal, premium or interest is payable, or impair the right to institute suit for the enforcement of any such payment on or after the State Maturity thereof or, in the case of redemption or repayment, on or after the Redemption Date or repayment date); (b) reduce the percentage in principal amount of the Outstanding Notes, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver of compliance with certain provisions of the Indenture or certain defaults under the Indenture and their consequences provided for in the Indenture; or (c) modify any of the provisions of Section 5.13 or Section 10.08 of the indenture, except to increase any such percentage or to provide that certain other provisions of the Indenture cannot be modified or waived without the consent of the Holder of each of the Outstanding Notes affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in Section 9.02 and Section 10.08 of the indenture, or the deletion of this proviso, in accordance with the requirements of Section 6.11 and clause (i) of Section 9.01 of the indenture. Discharge of the Indenture The Company may satisfy and discharge the Company’s obligations under the indenture in respect of the Notes by delivering to the trustee and the securities administrator for cancellation all outstanding Notes or by depositing with the trustee, the securities administrator or the paying agent after the Notes have become due and payable (or will become due and payable at stated maturity within one year or are to be called for redemption within one year), whether at stated maturity, or any redemption or repayment date, or otherwise, cash in U.S. dollars sufficient to pay all of the outstanding Notes and paying all other sums payable under the indenture with respect to the Notes. Defeasance Covenant Defeasance Under current United States federal income tax law, the Company can make the deposit described below and be released from some of the restrictive covenants in the indenture without causing a taxable event. This is called “covenant defeasance.” In that event, you would lose the protection of those restrictive covenants but would gain the protection of having money and government securities set aside in trust to repay your Notes. In order to achieve covenant defeasance, the Company must do the following: • Deposit in trust for the benefit of all holders of Notes a combination of U.S. dollars and non-callable U.S. government or U.S. government agency debt securities or bonds sufficient without consideration of reinvestment, in the opinion of an internationally recognized public accounting firm expressed in a written certification thereof delivered to the trustee and the securities administrator, to generate enough cash to make interest, principal and any other payments on the Notes on the due date for the Notes. • Deliver to the trustee and the securities administrator a legal opinion of the Company’s counsel confirming that, under current United States federal income tax law, the Company may make the above deposit without causing you to be taxed on the Notes any differently than if the Company did not make the deposit and just repaid the Notes ourselves at maturity. • The Company must deliver to the trustee and the securities administrator an officer’s certificate to the effect that neither the Notes nor any other Notes of the same series, if then listed on any securities exchange, will be delisted as a result of such deposit. If the Company accomplishes covenant defeasance, you can still look to the Company for repayment of the Notes if there were a shortfall in the trust deposit or the securities administrator, is prevented from making payment. In fact, if one of the remaining Events of Default occurred (such as the Company’s bankruptcy) and the Notes became immediately due and payable, there might be a shortfall. Depending on the event causing the default, you may not be able to obtain payment of the shortfall. Full Defeasance If there is a change in United States federal income tax law or the Company obtains an Internal Revenue Service ruling, as described below, the Company can legally release itself from all payment and other obligations on the Notes (called “full defeasance”) if the Company puts in place the following other arrangements for you to be repaid: • The Company must deposit in trust for the benefit of all holders of the Notes a combination of U.S. dollars and non-callable U.S. government or U.S. government agency debt securities or bonds sufficient without consideration of reinvestment, in the written opinion of an internationally recognized public accounting firm expressed in a written certification thereof delivered to the trustee and the securities administrator, to generate enough cash to make interest, principal and any other payments on the Notes on the due date for the Notes. • The Company must deliver to the trustee and the securities administrator, a legal opinion confirming that there has been a change in current United States federal income tax law or an Internal Revenue Service ruling that allows the Company to make the above deposit without causing you to be taxed on the Notes any differently than if the Company did not make the deposit and just repaid such Notes ourselves at maturity. Under current United States federal income tax law, the deposit and the Company’s legal release from the Notes would be treated as though the Company paid you your share of the cash and debt securities or bonds at the time the cash and debt securities or bonds were deposited in trust in exchange for your Notes and you would recognize gain or loss on your Notes at the time of the deposit.; and • The Company must deliver to the trustee and the securities administrator an officer’s certificate to the effect that neither the Notes nor any other Notes of the same series, if then listed on any securities exchange, will be delisted as a result of such deposit. If the Company ever did accomplish full defeasance, as described above, you would have to rely solely on the trust deposit for repayment of Notes. You could not look to the Company for repayment in the unlikely event of any shortfall. Conversely, the trust deposit would most likely be protected from claims of the Company’s lenders and other creditors if the Company ever became bankrupt or insolvent. Covenant defeasance and full defeasance are both subject to certain conditions, such as no default or event of default occurring and continuing; that the defeasance shall not cause the trustee to have a conflict of interest under the Trust Indenture Act; that the defeasance does not result in a breach of any material agreement of the Company; and that the defeasance shall not result in in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act unless such trust shall be registered under such act or exempt from registration thereunder. In addition, the Company shall have delivered to the trustee and the securities administrator an officer’s certificate and an opinion of counsel, each stating that all conditions precedent with respect to such defeasance or covenant defeasance have been complied with. Applicable Law The Notes and the indenture are governed by and construed in accordance with the laws of the State of New York. Trustee, Paying Agent and Securities Administrator Wilmington Trust is the trustee under the indenture governing the Notes. Wilmington Trust, National Association, a national banking association duly organized and existing under the laws of United States of America, and provides trust services and acts as indenture trustee for numerous corporate securities issuances. Citi is the paying agent and the securities administrator. Acadian Asset Management Inc. Equity Incentive Plan An Amendment and Restatement of the BrightSphere Investment Group plc 2017 Equity Incentive Plan Effective July 12, 2019, as amended January 1, 2025 Table of Contents Page Purpose 2 Definitions 2 Term of Plan 5 Stock Subject to Plan 6 Administration 7 Authorization of Grants 7 Specific Terms of Awards 8 Adjustment Provisions 13 Change of Control 15 Settlement of Awards 16 Reservation of Stock 18 Claw-back Policy 18 Limitation of Rights in Stock; No Special Employment Rights 18 Unfunded Status of Plan 19 Nonexclusivity of the Plan 19 No Guarantee of Tax Consequences 19 Termination and Amendment of the Plan 19 Notices and Other Communications 20 Governing Law 21 1 ACADIAN ASSET MANAGEMENT INC. Equity Incentive Plan 1. Purpose This Acadian Asset Management Inc. Equity Incentive Plan (the “Plan”) is intended to encourage ownership of Stock by employees of Acadian Asset Management Inc. (the “Company”) and its Subsidiaries and to provide additional incentive for them to promote the success of the Company’s business through the grant of Awards of or pertaining to shares of the Company’s Stock. BrightSphere Investment Group plc (“BrightSphere”), formerly known as OM Asset Management plc, adopted the BrightSphere Investment Group plc 2017 Equity Plan (the “BrightSphere 2017 Plan”), formerly known as the OM Asset Management plc 2017 Equity Incentive Plan, effective April 26, 2017. BrightSphere was redomesticated to the United States pursuant to a Scheme of Arrangement effective July 12, 2019 (the “Effective Date”), as a result of which the jurisdiction of incorporation of the holding company of the BrightSphere group of companies was changed from England to Delaware, and the Company became the holding company of the group. In connection with the redomestication, the Company has adopted and assumed the sponsorship of the BrightSphere 2017 Plan, as amended and restated, effective as of the Effective Date. This Plan also governs the terms of awards that were originally issued under the OM Asset Management plc 2014 Equity Incentive Plan and the BrightSphere 2017 Plan and were outstanding immediately prior to the Effective Date, which awards the Company has assumed under the terms of this Plan, effective as of the Effective Date. Effective January 1, 2025, the Plan was amended to reflect a change of the Company’s name from BrightSphere Investment Group Inc. to Acadian Asset Management Inc. For the avoidance of doubt, the shares of Stock authorized for Awards granted under the Plan set forth in Section 4.2 of the Plan is the amount of shares of Stock authorized for Awards granted under the Plan as of the Effective Date and not as of the Amendment dated January 1, 2025. The Plan is intended to be an incentive stock option plan within the meaning of Section 422 of the Code, but not all Awards are required to be Incentive Options. 2. Definitions As used in this Plan, the following terms shall have the respective meanings set out below, unless the context clearly requires otherwise: 2.1 Accelerate, Accelerated, and Acceleration, means: (a) when used with respect to an Option or Stock Appreciation Right, that as of the time of reference the Option or Stock Appreciation Right will become exercisable with respect to some or all of the shares of Stock for which it was not then otherwise exercisable by its terms; (b) when used with respect to Restricted Stock or Restricted Stock Units, that the Risk of Forfeiture otherwise applicable to the Stock or Units shall expire with respect to some or all of the shares of Restricted Stock or Restricted Stock Units then still otherwise subject to the Risk of Forfeiture; and (c) when used with respect to Awards subject to the attainment of Performance Goals or other business objectives, that the applicable Performance Goals or other business objectives shall be deemed to have been met with respect to all or a portion of the Award. 2.2 Affiliate means any corporation, partnership, limited liability company, business trust, or other entity controlling, controlled by or under common control with the Company. 2.3 Assumed Award means each award with respect to common stock of BrightSphere that was issued under a Prior Plan and was outstanding immediately prior to the Effective Date, and which has been assumed by the Company under this Plan as of the Effective Date. 2 2.4 Award means any grant or sale pursuant to the Plan of Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Stock Grants, or awards denominated in cash. “Award” shall also refer to part of an Award where the context so admits. “Award” shall include any Assumed Award. 2.5 Award Agreement means a written or electronic agreement between the Company and the recipient of an Award, or other written or electronic notice of grant of an Award, setting forth the terms and conditions of the Award. “Award Agreement” shall include any award agreement under a Prior Plan setting forth the terms and conditions of an Assumed Award. 2.6 Board means the Company’s Board of Directors. 2.7 BrightSphere means BrightSphere Investment Group plc, formerly known as OM Asset Management plc, the holding company of the BrightSphere group of companies prior to the Effective Date. 2.8 BrightSphere 2014 Plan means the OM Asset Management plc 2014 Equity Incentive Plan, which was adopted as of September 18, 2014 in connection with the initial public offering of BrightSphere. 2.9 BrightSphere 2017 Plan means the BrightSphere Investment Group plc 2017 Equity Incentive Plan, formerly known as the OM Asset Management plc 2017 Equity Incentive Plan. 2.10 Cause, with respect to a Participant, has the meaning set forth in the employment or similar agreement between the Participant and the Company or any of its Subsidiaries. In the absence of any such agreement, or in the absence of a definition of “cause” in any such agreement, “Cause” means any of the following events: (a) the Participant’s willful or reckless misconduct, or gross, continuing or repeated negligence in the performance of the Participant’s duties and responsibilities with respect to the Company or any of its Affiliates, or his or her material failure to carry out directions which are reasonable in light of the Participant’s primary duties and responsibilities, or any other conduct that results in substantial injury (monetary or otherwise) to the Company or any of its Affiliates, officers, directors, employees or other agents; (b) the Participant’s conviction of a felony which has or could have a material adverse effect (monetary or otherwise) on the Company or any of its Affiliates, officers, directors, employees or other agents; (c) the Participant’s embezzlement or misappropriation of funds, commission of any material act of dishonesty, fraud or deceit, or violation of any federal or state law applicable to the securities industry; (d) the Participant’s material breach of a legal or fiduciary duty owed to the Company or any of its Affiliates, officers, directors, employees or other agents; or (e) the Participant’s material breach of any provision of any agreement between the Participant and the Company, any Company policy or practice, or any applicable law. 2.11 Change of Control means the occurrence of either of the following after the date of the approval of the Plan by the Board: (a) a Transaction (as defined in Section 8.4), unless securities possessing more than 50% of the total combined voting power of the survivor’s or acquiror’s outstanding securities (or the securities of any parent thereof) are held immediately after the Transaction by a person or persons who held securities possessing more than 50% of the total combined voting power of the Company’s outstanding securities immediately prior to that Transaction; or 3 (b) any person or group of persons (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended and in effect from time to time) directly or indirectly acquires, including but not limited to by means of a merger or consolidation, beneficial ownership (determined pursuant to Securities and Exchange Commission Rule 13d-3 promulgated under the said Exchange Act) of securities, that, together with securities held by such person or group of persons, possess more than 50% of the total combined voting power of the Company’s outstanding securities, unless pursuant to a tender or exchange offer made directly to the Company’s stockholders that the Board recommends such stockholders accept, other than (i) the Company or any of its Affiliates, (ii) an employee benefit plan of the Company or any of its Affiliates, (iii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its Affiliates, or (iv) an underwriter temporarily holding securities pursuant to an offering of such securities. 2.12 Code means the Internal Revenue Code of 1986, as amended from time to time, or any successor statute thereto, and any regulations issued from time to time thereunder. 2.13 Committee means the Compensation Committee of the Board, which in general is responsible for the administration of the Plan, as provided in Section 5 of this Plan. For any period during which no such committee is in existence “Committee” shall mean the Board and all authority and responsibility assigned to the Committee under the Plan shall be exercised, if at all, by the Board. 2.14 Company means Acadian Asset Management Inc., a Delaware corporation. 2.15 Effective Date means July 12, 2019, the effective date of the Scheme of Arrangement, and the date as of which the BrightSphere 2017 Plan, as amended and restated, was adopted and assumed by the Company. 2.16 Grant Date means the date as of which an Option is granted, as determined under Section 7.1(a). 2.17 Incentive Option means an Option which by its terms is to be treated as an “incentive stock option” within the meaning of Section 422 of the Code. 2.18 Market Value means the value of a share of Stock on a particular date determined by such methods or procedures as may be established by the Committee. Where the Stock of the Company is publicly traded, unless otherwise determined by the Committee, the Market Value of Stock as of any date is the closing price for the Stock as reported on the New York Stock Exchange (or on any other national securities exchange on which the Stock is then listed) for that date or, if no closing price is reported for that date, the closing price on the first following date for which a closing price is reported. 2.19 Nonstatutory Option means any Option that is not an Incentive Option. 2.20 Option means an option to purchase shares of Stock. 2.21 Optionee means an eligible individual to whom an Option shall have been granted under the Plan. 2.22 Participant means any holder of an outstanding Award under the Plan. 2.23 Performance Criteria and Performance Goals have the meanings given such terms in Section 7.6(f). 2.24 Performance Period means the one or more periods of time, which may be of varying and overlapping durations, selected by the Committee, over which the attainment of one or more Performance Goals or other business objectives will be measured for purposes of determining a Participant’s right to, and the payment of, an Award. 4 2.25 Plan means this Equity Incentive Plan of the Company, as amended from time to time, and including any attachments or addenda hereto. 2.26 Prior Plan means each of the BrightSphere 2014 Plan and the BrightSphere 2017 Plan. 2.27 Qualified Performance-Based Award means an Assumed Award issued under a Prior Plan that is intended to qualify as “performance-based compensation” under Section 162(m)(4)(6) of the Code, as in effect with respect to taxable years beginning prior to January 1, 2018. 2.28 Restricted Stock means a grant or sale of shares of Stock to a Participant subject to a Risk of Forfeiture. 2.29 Restricted Stock Units means rights to receive shares of Stock at the close of a Restriction Period, subject to a Risk of Forfeiture. 2.30 Restriction Period means the period of time, established by the Committee in connection with an Award, during which the Award is subject to a Risk of Forfeiture described in the applicable Award Agreement. 2.31 Risk of Forfeiture means a limitation on the right of the Participant to retain an Award arising because of the occurrence or non-occurrence of specified events or conditions. 2.32 Scheme of Arrangement means the Scheme of Arrangement sanctioned by order of the High Court of Justice of England and Wales effective July 12, 2019, pursuant to which shares of BrightSphere were exchanged for shares of the Company on a one-for-one basis. 2.33 Stock means Common Stock, par value $0.001 per share, of the Company, and such other securities as may be substituted for Stock pursuant to Section 8. 2.34 Stock Appreciation Right means a right to receive any excess in the Market Value of shares of Stock (except as otherwise provided in Section 7.2(c)) over a specified exercise price. 2.35 Stock Grant means the grant of shares of Stock not subject to restrictions or other forfeiture conditions. 2.36 Subsidiary means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if, at the relevant time, each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in the chain. 2.37 Ten Percent Owner means a person who owns, or is deemed within the meaning of Section 422(b)(6) of the Code to own, stock possessing more than 10% of the total combined voting power of all classes of stock of the Company (or any parent or subsidiary corporations of the Company, as defined in Sections 424(e) and (f), respectively, of the Code). Whether a person is a Ten Percent Owner shall be determined with respect to an Option based on the facts existing immediately prior to the Grant Date of the Option. 3. Term of the Plan Unless the Plan shall have been earlier terminated by the Board, Awards may be granted under this Plan at any time in the period commencing on the Effective Date and ending immediately prior to March 14, 2027, the tenth anniversary of the earlier of the adoption of the BrightSphere 2017 Plan by the Board and approval of the BrightSphere 2017 Plan by the stockholders of BrightSphere. Awards granted pursuant to the Plan within that period shall not expire solely by reason of the termination of the Plan. Awards of Incentive Options with respect to Stock of the Company granted after the Effective Date are expressly conditioned upon approval of the Plan by stockholders pursuant to their approval of the Scheme of Arrangement. In the event of the failure of the stockholders to approve 5 the Plan pursuant to the Scheme of Arrangement or otherwise, Awards of Incentive Options made under the Plan shall thereafter and for all purposes be deemed to constitute Nonstatutory Options. 4. Stock Subject to the Plan 4.1 Shares Issued Pursuant to the Plan. Shares of Stock available for issuance under the Plan may be authorized but unissued shares of Stock or authorized and issued shares of Stock held in the Company’s treasury. 4.2 Plan Share Reserve. Subject to adjustment as provided in Section 8, as of the Effective Date, the shares of Stock authorized for Awards granted under the Plan shall be 4,781,086, being the number of authorized shares of stock of BrightSphere remaining available for grant under the BrightSphere 2017 Plan as of the Effective Date, and any additional shares that again become available for grant in accordance with Section 4.3 pursuant to the forfeiture, expiration or settlement for cash of any Assumed Awards. Solely for the purpose of determining the number of shares of Stock available for grant of Incentive Options under the Plan as of the Effective Date, the total number of shares of Stock shall be 4,781,086 shares as of the Effective Date without regard to the share counting provisions contained in Section 4.3. 4.3 Share Counting. (a) If any shares of Stock subject to an Award (including an Assumed Award) are forfeited, an Award expires or an Award is settled for cash (in whole or in part), then in each such case the shares subject to such Award shall, to the extent of such forfeiture, expiration or cash settlement, be added to the shares of Stock available under the Plan. (b) In the event that tax liabilities arising from an Award (including an Assumed Award) other than an Option or Stock Appreciation Right or are satisfied by the tendering of shares of Stock (either actually or by attestation) or by the withholding of shares of Stock by the Company, the shares so tendered or withheld shall be added to the shares of Stock available under the Plan. (c) Notwithstanding anything to the contrary contained herein, the following shares of Stock shall not be added to the shares of Stock available under the Plan: (i) shares tendered by a Participant or withheld by the Company in payment of the exercise price of an Option, (ii) shares tendered by a Participant or withheld by the Company to satisfy any tax obligation with respect to Options or Stock Appreciation Rights, (iii) shares subject to a Stock Appreciation Right that are not issued in connection with its stock settlement on exercise thereof, and (iv) shares reacquired by the Company on the open market or otherwise using cash proceeds from the exercise of Options. (d) Shares of Stock issued under Awards granted in assumption, substitution or exchange for previously granted awards of a company acquired by the Company shall not reduce the shares available under the Plan. (e) Subject to the applicable listing standards of the New York Stock Exchange or of any other national securities exchange or association on which the Stock is then listed, available shares under a stockholder approved plan of an acquired company (as appropriately adjusted to reflect the transaction) may be used for Awards under the Plan and shall not reduce the number of shares of Stock that may be issued or transferred to Participants pursuant to Awards under the Plan. 4.4 Per Person Limitations. The maximum aggregate number of shares of Stock that may be subject to Options or Stock Appreciation Rights or any combination thereof granted to any one Participant during any single calendar year shall be 4,000,000 shares. The maximum aggregate number of shares of Stock that may be subject to Awards of Restricted Stock, Restricted Stock Units that are denominated in shares of Stock, or Stock Grants, and that are granted to any one Participant during any single calendar year shall be 4,000,000 shares. The maximum 6 dollar amount payable under all cash-denominated Awards (other than Options or Stock Appreciation Rights) that are granted to any one Participant during any single calendar year shall be $20,000,000. With respect only to Awards that are intended to be Qualified Performance-Based Awards, the per Participant limits described in this Section 4.4 shall be construed and applied in a manner consistent with Section 162(m) of the Code, as in effect with respect to taxable years beginning prior to January 1, 2018. 4.5 Adjustment of Limitations. Each of the share limitations of this Section 4 shall be subject to adjustment pursuant to Section 8 of the Plan. 5. Administration The Plan shall be administered by the Committee; provided, however, that at any time and on any one or more occasions the Board may itself exercise any of the powers and responsibilities assigned to the Committee under the Plan and when so acting shall have the benefit of all of the provisions of the Plan pertaining to the Committee’s exercise of its authorities hereunder. The Committee may delegate to an executive officer or officers the authority to grant Awards hereunder to employees who are not officers up to such maximum number and in accordance with such other guidelines as the Committee shall specify by resolution at any time or from time to time. The Committee may delegate ministerial, non-discretionary functions with respect to the administration of the Plan to any officers or employees of the Company or its Affiliates, or to one or more third-party stock plan administrators. Subject to the provisions of the Plan, the Committee shall have complete authority, in its discretion, to make or to select the manner of making all determinations with respect to each Award to be granted by the Company under the Plan including the employee to receive the Award and the form of Award. In making such determinations, the Committee may take into account the nature of the services rendered by the employee, their present and potential contributions to the success of the Company and its Affiliates, and such other factors as the Committee in its discretion shall deem relevant. Subject to the provisions of the Plan, the Committee shall also have complete authority to interpret the Plan, to prescribe, amend and rescind rules and regulations relating to it, to determine the terms and provisions of the respective Award Agreements (which need not be identical), and to make all other determinations necessary or advisable for the administration of the Plan. The Committee’s determinations made in good faith on matters referred to in the Plan shall be final, binding and conclusive on all persons having or claiming any interest under the Plan or an Award made pursuant hereto. 6. Authorization of Grants 6.1 Eligibility. The Committee may grant from time to time and at any time prior to the termination of the Plan one or more Awards, either alone or in combination with any other Awards, to any employee of the Company and its Subsidiaries. However, only employees of the Company, and of any subsidiary corporations of the Company, as defined in Section 424(f) of the Code, shall be eligible for the grant of an Incentive Option. 6.2 General Terms of Awards. Each grant of an Award shall be subject to all applicable terms and conditions of the Plan (including but not limited to any specific terms and conditions applicable to that type of Award set out in the following Section), and such other terms and conditions, not inconsistent with the terms of the Plan, as determined by the Committee. No prospective Participant shall have any rights with respect to an Award, unless and until such Participant shall have complied with the applicable terms and conditions of such Award. 6.3 Assumed Awards. (a) Each award of options made under a Prior Plan and outstanding immediately prior to the Effective Date became an Award of Options under the Plan upon the Effective Date, substituting shares of Stock for shares of BrightSphere on a one-for-one basis. Each such Assumed Award of Options shall be subject to the same terms and conditions, including exercise price and the attainment of any performance goals, on and after the Effective Date as the terms and conditions applicable to the award immediately prior to the Effective Date. 7 (b) Each award of restricted stock made under a Prior Plan and outstanding immediately prior to the Effective Date became an Award of Restricted Stock under the Plan upon the Effective Date, substituting shares of Stock for shares of BrightSphere on a one-for-one basis. Each such Assumed Award of Restricted Stock shall be subject to the same terms and conditions, including attainment of any performance goals, on and after the Effective Date as the terms and conditions applicable to the award immediately prior to the Effective Date. (c) Each award of restricted stock units made under a Prior Plan and outstanding immediately prior to the Effective Date became an Award of Restricted Stock Units under the Plan upon the Effective Date, substituting shares of Stock for shares of BrightSphere on a one-for-one basis. Each such Assumed Award of Restricted Stock Units shall be subject to the same terms and conditions, including attainment of any performance goals, on and after the Effective Date as the terms and conditions applicable to the award immediately prior to the Effective Date. 6.4 Effect of Termination of Employment. Unless the Committee shall provide otherwise with respect to any Award (including, but not limited to, in a Participant’s Award Agreement), if the Participant’s employment with the Company and its Affiliates ends for any reason, including because of the Participant’s employer ceasing to be an Affiliate, (a) any outstanding Option or Stock Appreciation Right of the Participant shall cease to be exercisable in any respect not later than thirty (30) days following that event and, for the period it remains exercisable following that event, shall be exercisable only to the extent exercisable at the date of that event, (b) with respect to any Award of Restricted Stock, the Participant shall forfeit his or her beneficial interest in the underlying shares, and (c) any other outstanding Award of the Participant shall be forfeited and cancelled on the terms specified in the applicable Award Agreement. Cessation of the performance of services in one capacity, for example, as an employee, shall not result in termination of an Award while the Participant continues to perform services in another capacity, for example as a non-employee director. Military or sick leave or other bona fide leave shall not be deemed a termination of employment, provided that it does not exceed the longer of ninety (90) days or the period during which the absent Participant’s reemployment rights, if any, are guaranteed by statute or by contract. To the extent consistent with applicable law, the Committee may provide that Awards continue to vest for some or all of the period of any such leave, or that their vesting shall be tolled during any such leave and only recommence upon the Participant’s return from leave, if ever. 6.5 Non-Transferability of Awards. Awards shall not be transferable, and no Award or interest therein may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. All of a Participant’s rights in any Award may be exercised during the life of the Participant only by the Participant or the Participant’s legal representative. 7. Specific Terms of Awards 7.1 Options. (a) Grant Date. The granting of an Option shall take place at the time specified in the Award Agreement. (b) Exercise Price. The price at which shares of Stock may be acquired under each Incentive Option shall be not less than 100% of the Market Value of Stock on the Grant Date, or not less than 110% of the Market Value of Stock on the Grant Date if the Optionee is a Ten Percent Owner. The price at which shares of Stock may be acquired under each Nonstatutory Option shall be not less than 100% of the Market Value of Stock on the Grant Date. Notwithstanding anything to the contrary in this Section 7.1(b), any Option issued in substitution for an option previously issued by another entity, which substitution occurs in connection with a transaction to which Section 424(a) of the Code is applicable, or, in the case of a Nonstatutory Option, in connection with a transaction described in applicable regulations pursuant to Section 409A of the Code, may provide for an exercise price computed in accordance with such applicable Code section and the regulations thereunder. 8 (c) Option Period. No Incentive Option may be exercised on or after the tenth anniversary of the Grant Date, or on or after the fifth anniversary of the Grant Date if the Optionee is a Ten Percent Owner. No Nonstatutory Option may be exercised on or after the tenth anniversary of the Grant Date; provided, however, that, in the event a Nonstatutory Option would expire when trading in Company Stock is prohibited by law or by the Company’s insider trading policy, the period in which such Nonstatutory Option may be exercised shall be extended to the thirtieth (30th) day after expiration of the prohibition. (d) Exercisability. An Option may be immediately exercisable or become exercisable in such instalments, cumulative or non-cumulative, as the Committee may determine. In the case of an Option not otherwise immediately exercisable in full, the Committee may Accelerate such Option in whole or in part at any time; provided, however, that in the case of an Incentive Option, any such Acceleration of the Option would not cause the Option to fail to comply with the provisions of Section 422 of the Code or the Optionee consents to the Acceleration. (e) Method of Exercise. An Option may be exercised by the Optionee giving written notice, in the manner provided in Section 18, specifying the number of shares of Stock with respect to which the Option is then being exercised. The notice shall be accompanied by payment in the form of cash, electronic funds transfer or check payable to the order of the Company in an amount equal to the exercise price of the shares of Stock to be purchased or, subject to the Committee’s approval and to such conditions, if any, as the Committee may deem necessary to avoid adverse accounting effects to the Company, by delivery to the Company of the Optionee’s executed promissory note in the principal amount equal to the exercise price of the shares of Stock to be purchased and otherwise in such form as the Committee shall have approved. If the Stock is traded on an established market, payment of any exercise price may also be made through and under the terms and conditions of any formal cashless exercise program authorized by the Company entailing the sale of the Stock subject to an Option in a brokered transaction (other than to the Company). Receipt by the Company of such notice and payment in any authorized or combination of authorized means shall constitute the exercise of the Option. Within thirty (30) days thereafter but subject to the remaining provisions of the Plan, the Company shall deliver or cause to be delivered to the Optionee or his agent a certificate or certificates or shall cause the Stock to be held in book-entry position through the direct registration system of the Company’s transfer agent for the number of shares then being purchased. (f) Limit on Incentive Option Characterization. An Incentive Option shall be considered to be an Incentive Option only to the extent that the shares of Stock for which the Option first becomes exercisable in a calendar year do not have an aggregate Market Value (as of the date of the grant of the Option) in excess of the “current limit”. The current limit for any Optionee for any calendar year shall be $100,000 minus the aggregate Market Value at the date of grant of the number of shares of Stock available for purchase for the first time in the same year under each other Incentive Option previously granted to the Optionee under the Plan, and under each other incentive stock option previously granted to the Optionee under any other incentive stock option plan of the Company and its Affiliates. Any shares of Stock which would cause the foregoing limit to be violated shall be deemed to have been granted under a separate Nonstatutory Option, otherwise identical in its terms to those of the Incentive Option. (g) Notification of Disposition. Each person exercising any Incentive Option granted under the Plan shall be deemed to have covenanted with the Company to report to the Company any disposition of the shares of Stock issued upon such exercise prior to the expiration of the holding periods specified by Section 422(a)(1) of the Code and, if and to the extent that the realization of income in such a disposition imposes upon the Company federal, state, local or other withholding tax requirements, or any such withholding is required to secure for the Company an otherwise available tax deduction, to remit to the Company an amount in cash sufficient to satisfy those requirements. 7.2 Stock Appreciation Rights. 9 (a) Tandem or Stand-Alone. Stock Appreciation Rights may be granted in tandem with an Option (at or, in the case of a Nonstatutory Option, after, the award of the Option), or alone and unrelated to an Option. Stock Appreciation Rights in tandem with an Option shall terminate to the extent that the related Option is exercised, and the related Option shall terminate to the extent that the tandem Stock Appreciation Rights are exercised. (b) Exercise Price. Stock Appreciation Rights shall have an exercise price of not less than one hundred percent (100%) of the Market Value of the Stock on the date of award, or in the case of Stock Appreciation Rights in tandem with Options, the exercise price of the related Option. Notwithstanding anything to the contrary in this Section 7.2(b), any Stock Appreciation Right issued in substitution for a stock appreciation right previously issued by another entity, which substitution occurs in connection with a transaction described in applicable regulations pursuant to Section 409A of the Code, may provide for an exercise price computed in accordance with such Code section and the regulations thereunder. (c) Other Terms. Except as the Committee may deem inappropriate or inapplicable in the circumstances, Stock Appreciation Rights shall be subject to terms and conditions substantially similar to those applicable to a Nonstatutory Option. In addition, a Stock Appreciation Right related to an Option which can only be exercised during limited periods following a Change of Control may entitle the Participant to receive an amount based upon the highest price paid or offered for Stock in any transaction relating to the Change of Control or paid during the thirty (30) day period immediately preceding the occurrence of the Change of Control in any transaction reported in the stock market in which the Stock is normally traded. 7.3 Restricted Stock. (a) Purchase Price. Shares of Restricted Stock shall be issued under the Plan for such consideration, if any, in cash, other property or services, or any combination thereof, as is determined by the Committee. (b) Issuance of Stock. A Participant’s Shares of Restricted Stock shall be held in book-entry position through the direct registration system of the Company’s transfer agent, in the manner set forth in the Award Agreement, provided however that the Committee may determine that a stock certificate shall be issued in respect of such shares of Restricted Stock. If a certificate is issued, such certificate shall be registered in the name of such Participant, and, if applicable, shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Award substantially in the following form: The shares evidenced by this certificate are subject to the terms and conditions of the Acadian Asset Management Inc. Equity Incentive Plan and an Award Agreement entered into by the registered owner and Acadian Asset Management Inc., copies of which will be furnished by the Company to the holder of the shares evidenced by this certificate upon written request and without charge. If the Stock is held in book-entry position through the direct registration system of the Company’s transfer agent, the restrictions will be appropriately noted. (c) Escrow of Shares. The Committee may require that any stock certificates evidencing shares of Restricted Stock be held in custody by a designated escrow agent (which may but need not be the Company) until the restrictions thereon shall have lapsed, and that the Participant deliver a stock power, endorsed in blank, relating to the Stock covered by such Award. (d) Restrictions and Restriction Period. During the Restriction Period applicable to shares of Restricted Stock, such shares shall be subject to limitations on transferability and a Risk of Forfeiture arising on the basis of such conditions relating to the performance of services, the attainment of Performance Goals or other business objectives of the Company or any of its Subsidiaries or Affiliates or otherwise as the Committee may determine and provide for in the applicable Award Agreement. Any such Risk of Forfeiture may be waived or terminated, or the Restriction Period shortened, at any time by the Committee on such basis as it deems appropriate. 10 (e) Rights Pending Lapse of Risk of Forfeiture or Forfeiture of Award. Except as otherwise provided in the Plan or the applicable Award Agreement, the Participant shall have all of the rights of a stockholder of the Company with respect to any outstanding shares of Restricted Stock, including the right to vote, and the right to receive any dividends with respect to, the shares of Restricted Stock; provided, however, that any dividends declared with respect to performance-based Restricted Stock shall only be paid following the close of the applicable Restriction Period and then only if the underlying Restricted Stock shall have become earned and vested. (f) Lapse of Restrictions. If and when the Restriction Period expires without a prior forfeiture, any certificates for such shares shall be delivered to the Participant promptly if not theretofore so delivered. (g) Forfeiture of Restricted Stock. Upon forfeiture of an Award of Restricted Stock, the Participant’s beneficial ownership of the shares of Restricted Stock shall be transferred to and reacquired by the Company, and the Participant shall not thereafter have any rights (including dividend and voting rights) with respect to such Restricted Stock that shall have been so forfeited, other than, if applicable, any vested right to dividends whose record date precedes the date of forfeiture. 7.4 Restricted Stock Units. (a) Character. Each Restricted Stock Unit shall entitle the recipient to a share of Stock at the close of such Restriction Period as the Committee may establish and subject to a Risk of Forfeiture arising on the basis of such conditions relating to the performance of services, the attainment of Performance Goals or other business objectives of the Company or any of its Subsidiaries or Affiliates or otherwise as the Committee may determine and provide for in the applicable Award Agreement. The Committee may in its discretion provide for an Award of Restricted Stock Units that entitles the holder to a number of shares of Stock at the close of a Performance Period that varies as a function of the extent to which the corresponding Performance Goals or other business objectives have been achieved. Any Risk of Forfeiture may be waived or terminated, or the Restriction Period shortened, at any time by the Committee on such basis as it deems appropriate. (b) Form and Timing of Payment. Payment of earned and vested Restricted Stock Units shall be made promptly following the close of the applicable Restriction Period. If so provided in the Award Agreement in the discretion of the Committee, Participants may be entitled to receive payments equivalent to any dividends declared with respect to Stock referenced in grants of Restricted Stock Units but only following the close of the applicable Restriction Period and then only if the underlying Stock shall have become earned and vested. Unless the Committee shall provide otherwise, any such dividend equivalents shall be paid, if at all, without interest or other earnings. 7.5 Stock Grants. Stock Grants shall be awarded solely in recognition of significant prior or expected contributions to the success of the Company or its Affiliates, as an inducement to employment, in lieu of compensation otherwise already due, and in such other limited circumstances as the Committee deems appropriate. 7.6 Performance Awards. (a) General. The terms of any Award, other than a Stock Grant, may provide that the number of shares of Stock that may be issued upon the settlement of the Award, the number of shares of Stock that vest under the Award, and/or the amount of cash payable upon settlement of the Award is subject to the attainment of one or more Performance Goals over a Performance Period. In addition, certain Assumed Awards originally issued under a Prior Plan are Qualified Performance-Based Awards, intended to qualify as performance-based compensation under Section 162(m)(4)(C) of the Code, as in effect with respect to taxable years commencing prior to January 1, 2018. (b) Composition of Committee with Respect to Qualified Performance-Based Awards. Actions to be taken pursuant to the Plan with respect to Qualified Performance-Based Awards shall be taken by the 11 Committee; provided, however, that, if not all of the members thereof qualify as “outside directors” within the meaning of Section 162(m)(4)(C) of the Code, as in effect for taxable years beginning prior to January 1, 2018, all actions with respect to Qualified Performance-Based Awards shall be taken by a subcommittee of the Committee consisting of such of the members of the Committee as do so qualify. (c) Payment of Qualified Performance-Based Awards. A Participant will be eligible to receive payment under a Qualified Performance-Based Award which is subject to achievement of a Performance Goal or Goals only if the applicable Performance Goal or Goals are achieved within the applicable Performance Period, as determined by the Committee, provided, that a Qualified Performance-Based Award may be deemed earned as a result of death, becoming disabled, or in connection with a change of control (within the meaning of Section 162(m) of the Code as in effect for taxable years beginning prior to January 1, 2018) if otherwise provided in the Plan or the applicable Award Agreement even if the Award would not constitute “performance-based compensation” under Section 162(m) of the Code, as in effect for taxable years beginning prior to January 1, 2018, following the occurrence of such an event. In determining the actual size of an individual Qualified Performance-Based Award, the Committee may reduce or eliminate the amount of the Qualified Performance-Based Award earned for the Performance Period, if in its sole and absolute discretion, such reduction or elimination is appropriate. (d) Limitation on Adjustments of Qualified Performance-Based Awards. No adjustment of any Qualified Performance-Based Award pursuant to Section 8 shall be made except on such basis, if any, as will not cause such Award to provide other than “performance-based compensation” within the meaning of Section 162(m)(4)(C) of the Code, as in effect for taxable years beginning prior to January 1, 2018. (e) Certain Assumed Awards. Notwithstanding any other provisions of the Plan, nothing in this Plan (i) is intended to or shall modify the terms of any Assumed Award that is a Qualified Performance-Based Award in such manner as would prevent the Assumed Award from qualifying as performance-based compensation within the meaning of Section 162(m)(4)(C) of the Code as in effect with respect to taxable years commencing prior to January 1, 2018; or (ii) is intended to be or shall constitute a material modification of any Assumed Award intended to be exempt from the deduction limitation of Section 162(m) of the Code pursuant to Treas. Reg. Section 1.162(m)-27(f)(1). In the event that any change made to any such Assumed Award by this Plan would have such effect on the terms of any such Assumed Award, it shall be deemed null and void ab initio. (f) Definitions. For purposes of the Plan: (i) Performance Criteria means the criteria that the Committee selects for purposes of establishing the Performance Goal or Performance Goals for a Participant for a Performance Period. The Performance Criteria used to establish Performance Goals are: (A) cash flow (before or after dividends), (B) earnings per share (including, without limitation, earnings before interest, taxes, depreciation and amortization), (C) stock price, (D) return on equity, (E) shareholder return or total shareholder return, (F) return on capital (including, without limitation, return on total capital or return on invested capital), (G) return on investment, (H) return on assets or net assets, (I) market capitalization, (J) economic value added, (K) debt leverage (debt to capital), (L) revenue, (M) sales or net sales, (N) backlog, (O) income, pre-tax income or net income, (P) operating income or pre-tax profit, (Q) operating profit, net operating profit or economic profit, (R) gross margin, operating margin or profit margin, (S) return on operating revenue or return on operating assets, (T) cash from operations, (U) operating ratio, (V) operating revenue, (W) market share improvement, (X) general and administrative expenses, (Y) customer service and (Z) such other performance metrics as the Committee deems appropriate. (ii) Performance Goals means, for a Performance Period, the written goal or goals established by the Committee for the Performance Period based upon one or more of the Performance Criteria. The Performance Goals may be expressed in terms of overall Company performance or the performance of a division, business unit, Subsidiary, or an individual, either individually, alternatively 12 or in any combination, applied to either the Company as a whole or to a business unit or Affiliate, either individually, alternatively or in any combination, and measured either quarterly, annually or cumulatively over a period of years, on an absolute basis or relative to a pre-established target, to previous years’ results or to a designated comparison group, in each case as specified by the Committee. Performance Goals that are financial metrics may be determined in accordance with United States Generally Accepted Accounting Principles (“GAAP”) or financial metrics that are based on, or able to be derived from, GAAP, and may be adjusted when established to include or exclude any items otherwise includable or excludable under GAAP. The Committee will objectively define the manner of calculating the Performance Goal or Goals it selects to use for such Performance Period for each Participant. In measuring the achievement of a Performance Goal, the Committee may provide for the inclusion or exclusion of the impact of an event or occurrence which the Committee determines should appropriately be included or excluded, including: (A) asset write-downs, (B) litigation, claims, judgments or settlements, (C) the effect of changes in tax law, accounting principles or other such laws or provisions affecting reported results, (D) accruals for reorganization and restructuring programs, (E) foreign exchange gains and losses, (F) a change in the fiscal year of the Company, (G) acquisitions or dispositions, (H) business interruption events, (I) unbudgeted capital expenditures, (J) unrealized investment gains and losses, (K) impairments, and (L) any unusual, non-recurring, infrequently recurring, or non- comparable items (1) as described in Accounting Standard Codification Section 225-20, (2) as described in management’s discussion and analysis of financial condition and results of operations appearing in the Company’s Annual Report to shareholders for the applicable year, or (3) publicly announced by the Company in a press release or conference call relating to the Company’s results of operations or financial condition for a completed quarterly or annual fiscal period. The foregoing sentence shall not be applied to Awards that are intended to be Qualified Performance- Based Awards if and to the extent that the inclusion or exclusion of any such events or occurrences would cause them to lose their status as Qualified Performance-Based Awards. 7.7 Awards to Participants Outside the United States. The Committee may modify the terms of any Award under the Plan granted to a Participant who is, at the time of grant or during the term of the Award, resident or primarily employed outside of the United States in any manner deemed by the Committee to be necessary or appropriate in order that the Award shall conform to laws, regulations, procedures, and customs of the country in which the Participant is then resident or primarily employed, or so that the value and other benefits of the Award to the Participant, as affected by foreign tax laws and other restrictions applicable as a result of the Participant’s residence or employment abroad, shall be as comparable as practicable to the value of such an Award to a Participant who is resident or primarily employed in the United States. The Committee may establish supplements or sub-plans to, or amendments, restatements, or alternative versions of, the Plan for the purpose of granting and administrating any such modified Award, and may enter into arrangements with the trustee of any employee benefit trust established by the Company or any of its Subsidiaries to facilitate the administration of Awards under the Plan or any such sub-plan, amendment, restatement or alternative version of the Plan. No such modification, supplement, sub-plan, amendment, restatement or alternative version may increase the share limits of Section 4. 7.8 Downward Adjustments of Performance Awards. Notwithstanding anything in this Plan to the contrary, in exceptional circumstances, acting fairly and reasonably, the Committee may apply a downward adjustment to the level of vesting and settlement of any Award that is subject to a Risk of Forfeiture that requires the attainment of Performance Goals or other business objectives of the Company or any of its Subsidiaries and Affiliates if, in its opinion, the metric(s) produce a vesting outcome that is materially misaligned with the underlying performance of the Company. In particular, if there has been a downturn in financial performance or a reduction in the value of the Company either of which is considered by the Committee to be both significant and inconsistent with the calculated vesting outcome, then the Committee may reduce the number of shares of Stock vesting on such basis as it shall deem reasonable. 8. Adjustment Provisions 8.1 Adjustment for Corporate Actions. All of the share numbers set forth in the Plan reflect the capital structure of the Company as of the Effective Date. If subsequent to that date the outstanding shares of Stock (or any 13 other securities covered by the Plan by reason of the prior application of this Section) are increased, decreased, or exchanged for a different number or kind of shares or other securities, or if additional shares or new or different shares or other securities are distributed with respect to shares of Stock, as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar distribution with respect to such shares of Stock, or in the event of an extraordinary cash distribution on Stock, the Committee shall make an appropriate and proportionate adjustment in (a) the maximum numbers and kinds of shares provided in Section 4, (b) the numbers and kinds of shares or other securities subject to the then outstanding Awards, (c) the exercise price for each share or other unit of any other securities subject to then outstanding Options and Stock Appreciation Rights (without change in the aggregate purchase price as to which such Options or Rights remain exercisable), and (d) the amount, if any, payable on forfeiture for each share of Restricted Stock then subject to a Risk of Forfeiture. 8.2 Adjustment of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events. In the event of any corporate action not specifically covered by the preceding Section, including but not limited to a corporate separation or other reorganization or a liquidation, dissolution or winding up of the Company, the Committee may make such adjustment of outstanding Awards and their terms, if any, as it, in its sole discretion, may deem equitable and appropriate in the circumstances. The Committee may make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events (including, without limitation, the events described in this Section) affecting the Company or the financial statements of the Company or of changes in applicable laws, regulations, or accounting principles, whenever the Committee determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan. 8.3 Related Matters. Any adjustment in Awards made pursuant to Section 8.1 or 8.2 shall be determined and made, if at all, by the Committee, acting in its sole discretion, and shall include any correlative modification of terms, including of Option exercise prices, rates of vesting or exercisability, Risks of Forfeiture, amounts, if any, payable upon forfeiture of Restricted Stock, and Performance Goals and other business objectives which the Committee may deem necessary or appropriate so as to ensure the rights of the Participants in their respective Awards are not substantially diminished nor enlarged as a result of the adjustment and corporate action other than as expressly contemplated in this Section 8. The Committee, in its discretion, may determine that no fraction of a share of Stock shall be purchasable or deliverable upon exercise, and in that event if any adjustment hereunder of the number of shares of Stock covered by an Award would cause such number to include a fraction of a share of Stock, such number of shares of Stock shall be adjusted to the nearest smaller whole number of shares. 8.4 Transactions. (a) Definition of Transaction. In this Section 8.4, “Transaction” means (i) any merger or consolidation of the Company with or into another entity as a result of which the Stock of the Company is converted into or exchanged for the right to receive cash, securities or other property or is cancelled, (ii) any sale or exchange of all of the Stock of the Company for cash, securities or other property, (iii) any sale, transfer, or other disposition of all or substantially all of the Company’s assets to one or more other persons in a single transaction or series of related transactions or (iv) any liquidation, dissolution or winding up of the Company. (b) Treatment of Options and Stock Appreciation Rights. In a Transaction, the Committee may take any one or more of the following actions as to all or any (or any portion of) outstanding Options and Stock Appreciation Rights (collectively, “Rights”). (i) Provide that such Rights shall be assumed, or substantially equivalent rights shall be provided in substitution therefore, by the acquiring or succeeding entity (or an affiliate thereof). (ii) Upon written notice to the holders, provide that the holders’ unexercised Rights will terminate immediately prior to the consummation of such Transaction unless exercised within a specified period following the date of such notice. 14 (iii) Provide that outstanding Rights shall become exercisable in whole or in part prior to or upon the Transaction. (iv) Provide for cash payments, net of applicable tax withholdings, to be made to holders equal to the excess, if any, of (A) the acquisition price times the number of shares of Stock subject to an Option (to the extent the exercise price does not exceed the acquisition price) over (B) the aggregate exercise price for all such shares of Stock subject to the Option, in exchange for the termination of such Option; provided, that if the acquisition price does not exceed the exercise price of any such Option, the Committee may cancel that Option without the payment of any consideration therefore prior to or upon the Transaction. For this purpose, “acquisition price” means the amount of cash, and market value of any other consideration, received in payment for a share of Stock surrendered in a Transaction but need not take into account any deferred consideration unless and until received. (v) Provide that, in connection with a liquidation, dissolution or winding up of the Company, Rights shall convert into the right to receive liquidation proceeds net of the exercise price thereof and any applicable tax withholdings. (vi) Any combination of the foregoing. For purposes of paragraph (i) above, a Right shall be considered assumed, or a substantially equivalent right shall be considered to have been provided in substitution therefor, if following consummation of the Transaction, the Right confers the right to purchase or receive the value of, for each share of Stock subject to the Right immediately prior to the consummation of the Transaction, the consideration (whether cash, securities or other property) received as a result of the Transaction by holders of Stock for each share of Stock held immediately prior to the consummation of the Transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Stock); provided, however, that if the consideration received as a result of the Transaction is not solely common stock (or its equivalent) of the acquiring or succeeding entity (or an affiliate thereof), the Committee may provide for the consideration to be received upon the exercise of the Right to consist of or be based solely on common stock (or its equivalent) of the acquiring or succeeding entity (or an affiliate thereof) equivalent in value to the per share consideration received by holders of outstanding shares of Stock as a result of the Transaction. (c) Treatment of Other Awards. As to outstanding Awards other than Options or Share Appreciation Rights, upon the occurrence of a Transaction other than a liquidation, dissolution or winding up of the Company which is not part of another form of Transaction, the rights of the Company under each such Award shall inure to the benefit of the Company’s successor and shall, unless the Committee determines otherwise, apply to the cash, securities or other property which the Stock was converted into or exchanged for pursuant to such Transaction in the same manner and to the same extent as they applied to the Award. Upon the occurrence of a Transaction involving a liquidation, dissolution or winding up of the Company which is not part of another form of Transaction, except to the extent specifically provided to the contrary in the instrument evidencing any Award or any other agreement between a Participant and the Company, all Risks of Forfeiture and Performance Goals or other business objectives, where otherwise applicable to any such Awards, shall automatically be deemed terminated or satisfied, as applicable. (d) Related Matters. In taking any of the actions permitted under this Section 8.4, the Committee shall not be obligated to treat all Awards, all Awards held by a Participant, or all Awards of the same type, identically. Any determinations required to carry out the foregoing provisions of this Section 8.4, including but not limited to the market value of other consideration received by holders of Stock in a Transaction and whether substantially equivalent Rights have been substituted, shall be made by the Committee acting in its sole discretion. In connection with any action or actions taken by the Committee in respect of Awards and in connection with a Transaction, the Committee may require such acknowledgements of satisfaction and releases from Participants as it may determine. 9. Change of Control 15 The Committee may determine, at the time of grant of an Award or thereafter, that, upon the occurrence of a Change of Control, or upon the occurrence of a Change of Control in combination with another event, including but not limited to the Participant’s involuntary termination of employment with the Company and its Affiliates without Cause: (a) Options and Stock Appreciation Rights subject to the Award that are not already exercisable in full shall Accelerate with respect to all or a specified portion of the shares for which such Options or Stock Appreciation Rights are not then exercisable; (b) any Risk of Forfeiture applicable to the Restricted Stock or Restricted Stock Units subject to the Award which is not based on achievement of Performance Goals or other business objectives shall lapse with respect to all or a specified portion of the Restricted Stock and Restricted Stock Units still subject to such Risk of Forfeiture immediately prior to the Change of Control; and (c) all or a specified portion of the outstanding Award of Restricted Stock or Restricted Stock Units conditioned on the achievement of Performance Goals or other business objectives (i) shall be deemed to have been satisfied as to all shares covered by the Award or specified portion of the Award based on the assumed achievement of all relevant Performance Goals or other business objectives (at target level performance, if relevant), (ii) shall be deemed to have been satisfied as to all shares covered by the Award or specified portion of the Award based on the actual achievement of all relevant Performance Goals or other business objectives as of the date of the Change of Control; or (iii) shall be deemed to have been satisfied as to a pro rata number of shares based on the assumed or actual achievement of all relevant Performance Goals or other business objectives, as described in clauses (i) and (ii), and the length of time within the Restriction Period or Performance Period which has elapsed prior to the Change of Control. 10. Settlement of Awards 10.1 In General. Options and Restricted Stock shall be settled in accordance with their terms. All other Awards may be settled in cash, Stock, or other Awards, or a combination thereof, as determined by the Committee at or after grant and subject to any contrary Award Agreement. The Committee may not require settlement of any Award in Stock pursuant to the immediately preceding sentence to the extent issuance of such Stock would be prohibited or unreasonably delayed by reason of any other provision of the Plan. 10.2 Violation of Law. Notwithstanding any other provision of the Plan or the relevant Award Agreement, if, at any time, in the reasonable opinion of the Company, the issuance of shares of Stock covered by an Award may constitute a violation of law, then the Company may delay such issuance until (i) approval shall have been obtained from such governmental agencies, other than the Securities and Exchange Commission, as may be required under any applicable law, rule, or regulation and (ii) in the case where such issuance would constitute a violation of a law administered by or a regulation of the Securities and Exchange Commission, one of the following conditions shall have been satisfied: (a) the shares of Stock are at the time of the issue of such shares effectively registered under the Securities Act of 1933, as amended; or (b) the Company shall have determined, on such basis as it deems appropriate (including an opinion of counsel in form and substance satisfactory to the Company) that the sale, transfer, assignment, pledge, encumbrance or other disposition of such shares does not require registration under the Securities Act of 1933, as amended or any applicable State securities laws. Furthermore, the inability of the Company to obtain or maintain, or the impracticability of it obtaining or maintaining, authority from any governmental agency having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance of any Stock hereunder, shall relieve the Company of any liability in respect of the failure to issue such Stock as to which such requisite 16 authority shall not have been obtained, and shall constitute circumstances in which the Committee may determine to amend or cancel Awards pertaining to such Stock, with or without consideration to the affected Participants. 10.3 Corporate Restrictions on Rights in Stock. Any Stock to be issued pursuant to Awards granted under the Plan shall be subject to all restrictions upon the transfer thereof which may be now or hereafter imposed by the charter, certificate or articles, and by-laws, of the Company. 10.4 Investment Representations. The Company shall be under no obligation to issue any shares of Stock covered by any Award unless the shares to be issued pursuant to Awards granted under the Plan have been effectively registered under the Securities Act of 1933, as amended, or the Participant shall have made such written representations to the Company (upon which the Company believes it may reasonably rely) as the Company may deem necessary or appropriate for purposes of confirming that the issuance of such shares will be exempt from the registration requirements of that Act and any applicable state securities laws and otherwise in compliance with all applicable laws, rules and regulations of any jurisdiction in which Participants may reside or primarily work, including but not limited to that the Participant is acquiring the shares for his or her own account for the purpose of investment and not with a view to, or for sale in connection with, the distribution of any such shares. 10.5 Registration. If the Company shall deem it necessary or desirable to register under the Securities Act of 1933, as amended, or other applicable statutes any shares of Stock issued or to be issued pursuant to Awards granted under the Plan, or to qualify any such shares of Stock for exemption from the Securities Act of 1933, as amended or other applicable statutes, then the Company shall take such action at its own expense. The Company may require from each recipient of an Award, or each holder of shares of Stock acquired pursuant to the Plan, such information in writing for use in any registration statement, prospectus, preliminary prospectus or offering circular as is reasonably necessary for that purpose and may require reasonable indemnity to the Company and its officers and directors from that holder against all losses, claims, damage and liabilities arising from use of the information so furnished and caused by any untrue statement of any material fact therein or caused by the omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made. In addition, the Company may require of any such person that he or she agree that, without the prior written consent of the Company or the managing underwriter in any public offering of shares of Stock, he or she will not sell, make any short sale of, loan, grant any option for the purchase of, pledge or otherwise encumber, or otherwise dispose of, any shares of Stock during the 180 day period commencing on the effective date of the registration statement relating to the underwritten public offering of securities. Without limiting the generality of the foregoing provisions of this Section 10.5, if in connection with any underwritten public offering of securities of the Company the managing underwriter of such offering requires that the Company’s directors and officers enter into a lock-up agreement containing provisions that are more restrictive than the provisions set forth in the preceding sentence, then (a) each holder of shares of Stock acquired pursuant to the Plan (regardless of whether such person has complied or complies with the provisions of clause (b) below) shall be bound by, and shall be deemed to have agreed to, the same lock-up terms as those to which the Company’s directors and officers are required to adhere; and (b) at the request of the Company or such managing underwriter, each such person shall execute and deliver a lock-up agreement in form and substance equivalent to that which is required to be executed by the Company’s directors and officers. 10.6 Placement of Legends; Stop Orders; etc. Each share of Stock to be issued pursuant to Awards granted under the Plan may bear a reference to the investment representations made in accordance with Section 10.4 in addition to any other applicable restrictions under the Plan, to the terms of the Award and, if applicable, to the fact that no registration statement has been filed with the Securities and Exchange Commission in respect to such shares of Stock. All shares of Stock or other securities issued under the Plan shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations, and other requirements of any stock exchange upon which the Stock is then listed, and any applicable federal or state securities law, and the Committee may cause a legend or legends to be placed on any such certificates to make appropriate reference to such restrictions, or, if the Stock will be held in book-entry position through the direct registration system of the Company’s transfer agent, the restrictions will be appropriately noted. 17 10.7 Tax Withholding. Whenever shares of Stock are issued or vested or to be issued or vested pursuant to Awards granted under the Plan, the Company shall have the right to require the recipient to remit to the Company an amount sufficient to satisfy federal, state, local, foreign or other withholding tax requirements if, when, and to the extent required by law (whether so required to secure for the Company an otherwise available tax deduction or otherwise) prior to the delivery of any certificate or certificates, held in book-entry position through the direct registration system of the Company’s transfer agent, for such shares, or prior to the vesting of such shares, as applicable. The Committee is authorized to establish procedures for election by Participants to satisfy such obligation for the payment of such taxes by (a) tendering previously acquired shares (either actually or by attestation); (b) directing the Company to withhold shares of Stock (up to the minimum statutory rate or such higher rate as is permitted under applicable tax withholding rules) otherwise deliverable in connection with the Award or (c) selling shares of Stock into the market. The obligations of the Company under the Plan shall be conditional on satisfaction of all such withholding obligations and the Company shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to a Participant or to utilize any other withholding method prescribed by the Committee from time to time. 10.8 Bylaws; Other Company Policies. This Plan and all Awards granted hereunder are subject to the bylaws of the Company, as they may be amended from time to time, and all other Company policies duly adopted by the Board, the Committee or any other committee of the Board and as in effect from time to time regarding the acquisition, ownership or sale of Stock by employees and other service providers, including, without limitation, policies intended to limit the potential for insider trading and to avoid or recover compensation payable or paid on the basis of inaccurate financial results or statements, employee conduct, and other similar events. 11. Reservation of Stock The Company shall at all times during the term of the Plan and any outstanding Awards granted hereunder reserve or otherwise keep available such number of shares of Stock as will be sufficient to satisfy the requirements of the Plan (if then in effect) and the Awards and shall pay all fees and expenses necessarily incurred by the Company in connection therewith. 12. Claw-back Policy Notwithstanding anything in this Plan to the contrary, a Participant’s right to receive or retain an Award, to retain any amount received pursuant to an Award (in cash or shares of Stock) and, in the case of Stock received pursuant to an Award, to retain any profit or gain realized by the Participant in connection with such an Award, are subject to forfeiture, cancellation, recoupment, rescission, payback, setoff or other similar action in accordance with the Company’s claw-back policy, as it may be amended pursuant to the rules and regulations of the Securities and Exchange Commission, the listing standards of any national securities exchange or association on which the Stock is listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law, and any other claw-back policy that the Company may adopt as in force from time to time (collectively, the “Claw-back Policy”). A Participant’s receipt of an Award shall be deemed to constitute the Participant’s acknowledgment of and consent to the Company’s application, implementation and enforcement of the Claw-back Policy and any provision of applicable law relating to cancellation, rescission, payback or recoupment of compensation, without further consideration or action. Any recoupment pursuant to the Claw-back Policy shall be in addition to any other remedies that may be available to the Company under applicable law, including disciplinary action up to and including termination of employment or other services. In addition, the Committee may impose such other claw-back, recovery or recoupment provisions in an Award Agreement as the Committee determines necessary or appropriate with respect to any breach of non-competition, non-solicitation, confidentiality, or other restrictive covenants that are contained in the Award Agreement or otherwise applicable to the Participant. 13. Limitation of Rights in Stock; No Special Employment Rights A Participant shall not be deemed for any purpose to be a stockholder of the Company with respect to any of the shares of Stock subject to an Award, unless and until a certificate shall have been issued therefor and delivered to the Participant or his agent, or the Stock shall be issued through the direct registration system of the Company’s transfer agent. Any Stock to be issued pursuant to Awards granted under the Plan shall be subject to all restrictions 18 upon the transfer thereof which may be now or hereafter imposed by the certificate or articles of incorporation and the by-laws of the Company. Nothing contained in the Plan or in any Award Agreement shall confer upon any recipient of an Award any right with respect to the continuation of his or her employment with the Company (or any Affiliate), or interfere in any way with the right of the Company (or any Affiliate), subject to the terms of any separate employment or provision of law or articles of association or by-laws to the contrary, at any time to terminate such employment or to increase or decrease, or otherwise adjust, the other terms and conditions of the recipient’s employment with the Company and its Affiliates. 14. Unfunded Status of Plan The Plan is intended to constitute an “unfunded” plan for incentive compensation, and the Plan is not intended to constitute a plan subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended. With respect to any payments not yet made to a Participant by the Company, nothing contained herein shall give any such Participant any rights that are greater than those of a general creditor of the Company. In its sole discretion, the Committee may authorize the creation of trusts or other arrangements to meet the obligations created under the Plan to deliver Stock or payments with respect to Awards hereunder, provided, however, that, except to the extent provided in any employee benefit trust established by the Company or a Subsidiary of the Company, the existence of such trusts or other arrangements is consistent with the unfunded status of the Plan. 15. Nonexclusivity of the Plan Neither the adoption of the Plan by the Board nor any action taken in connection with the adoption or operation of the Plan shall be construed as creating any limitations on the power of the Board to adopt such other incentive arrangements as it may deem desirable, including without limitation, the granting of stock options and restricted stock other than under the Plan, and such arrangements may be either applicable generally or only in specific cases. 16. No Guarantee of Tax Consequences It is intended that all Awards shall be granted and maintained on a basis which ensures they are exempt from, or otherwise compliant with, the requirements of Section 409A of the Code pertaining to non-qualified plans of deferred compensation, and the Plan shall be governed, interpreted and enforced consistent with such intent. However, neither the Company nor any Affiliate, nor any director, officer, agent, representative or employee of either, guarantees to the Participant or any other person any particular tax consequences as a result of the grant of, exercise of rights under, or payment in respect of an Award, including but not limited to that an Option granted as an Incentive Option has or will qualify as an “incentive stock option” within the meaning of Section 422 of the Code or that the provisions and penalties of Section 409A of the Code will or will not apply and no person shall have any liability to a Participant or any other party if a payment under an Award that is intended to benefit from favorable tax treatment or avoid adverse tax treatment fails to realize such intention or for any action taken by the Board or the Committee with respect to the Award. 17. Termination and Amendment of the Plan 17.1 Termination or Amendment of the Plan. Subject to the limitations contained in Section 17.3 below, including specifically the requirement of stockholder approval, if applicable, the Board may at any time terminate the Plan or make such modifications of the Plan as it shall deem advisable. Unless the Board otherwise expressly provides, no amendment of the Plan shall affect the terms of any Award outstanding on the date of such amendment. 17.2 Termination or Amendment of Outstanding Awards; Assumptions. Subject to the limitations contained in Section 17.3 below, including specifically the requirement of stockholder approval, if applicable, the Committee may at any time: (a) amend the terms of any Award theretofore granted, prospectively or retroactively, provided that the Award as amended is consistent with the terms of the Plan; 19 (b) provide for the Acceleration of all or any portion of an Award; (c) within the limitations of the Plan, modify, extend or assume outstanding Awards or accept the cancellation of outstanding Awards or of outstanding stock options or other equity-based compensation awards granted by another issuer in return for the grant of new Awards for the same or a different number of shares of Stock and on the same or different terms and conditions (including but not limited to the exercise price of any Option); and (d) provide for settlement of a previously granted Award in cash or cash equivalents or authorize the recipient of an Award to elect to cash out an Award previously granted, in either case at such time and based upon such terms and conditions as the Committee shall establish. 17.3 Limitations on Amendments, Etc. (a) Without the approval of the Company’s stockholders, no amendment or modification of the Plan by the Board may (i) except as provided in Sections 8.1, 8.2 and 8.3, increase the number of shares of Stock which may be issued under the Plan, (ii) change the description of the persons eligible for Awards, or (iii) effect any other change for which stockholder approval is required by law or the rules of any relevant stock exchange, or for which stockholder approval is necessary in order for the Company to avoid being denied a tax deduction under Section 162(m) of the Code. (b) No action by the Board or the Committee pursuant to this Section 17 shall impair the rights of the recipient of any Award outstanding on the date of such amendment or modification of such Award, as the case may be, without the Participant’s consent; provided, however, that no such consent shall be required if the Board or Committee, as the case may be, (i) determines in its sole discretion and prior to the date of any Change of Control that such amendment or alteration either is required or advisable in order for the Company, the Plan or the Award to satisfy any law or regulation, including without limitation the provisions of Section 409A of the Code, or to meet the requirements of or avoid adverse financial accounting consequences under any accounting standard, (ii) determines in its sole discretion and prior to the date of any Change of Control that such amendment or alteration is not reasonably likely to significantly diminish the benefits provided under the Award, or that any such diminution has been adequately compensated, or (iii) reasonably determines on or after the date of Change of Control that such amendment or alteration either is required or advisable in order for the Company, the Plan or the Award to satisfy any law or regulation, including without limitation the provisions of Section 409A of the Code. (c) Except in connection with a corporate transaction involving the Company (including, without limitation, any stock dividend, distribution (whether in the form of cash, ordinary shares, other securities or other property), stock split, extraordinary cash dividend, recapitalization, change of control, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of ordinary shares or other securities, or similar transaction(s)), the Company may not, without obtaining stockholder approval: (i) amend the terms of outstanding Options or Stock Appreciation Rights to reduce the exercise price of such outstanding Options or Stock Appreciation Rights, (ii) cancel outstanding Options or Stock Appreciation Rights in exchange for Options or Stock Appreciation Rights with an exercise price that is less than the exercise price of the original Options or Stock Appreciation Rights, or (iii) cancel outstanding Options or Stock Appreciation Rights with an exercise price above the current stock price in exchange for cash or other securities. 18. Notices and Other Communications Any communication or notice required or permitted to be given under the Plan shall be in such form as the Committee may determine from time to time. 20 If a notice, demand, request or other communication is required or permitted to be given in writing, then any such notice, demand, request or other communication hereunder to any party shall be deemed to be sufficient if contained in a written instrument delivered in person or duly sent by first class registered, certified or overnight mail, postage prepaid, or telecopied with a confirmation copy by regular, certified or overnight mail, addressed or telecopied, as the case may be, (i) if to the recipient of an Award, at his or her residence address last filed with the Company and (ii) if to the Company, at its principal place of business, addressed to the attention of its Head of Human Resources, or to such other address or telecopier number, as the case may be, as the addressee may have designated by notice to the addressor. All such notices, requests, demands and other communications shall be deemed to have been received: (i) in the case of personal delivery, on the date of such delivery; (ii) in the case of mailing, when received by the addressee; and (iii) in the case of facsimile transmission, when confirmed by facsimile machine report. Notwithstanding the foregoing, the Committee may, in its sole discretion, determine to deliver and require Participants to deliver documentation in connection with current or future participation in the Plan by electronic means. Acceptance by a Participant of an Award shall constitute consent to receive documents in connection with the Plan by electronic delivery and/or to participate in the Plan through an on-line or electronic system established and maintained by the Company or by a third party designated by the Company. 19. Governing Law The Plan and all Award Agreements and actions taken hereunder and thereunder shall be governed, interpreted and enforced in accordance with the laws of Delaware, without regard to the conflict of laws principles thereof. 21 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of _________, 20__, by and between Acadian Asset Management Inc., a Delaware corporation (the “Company”), and _________ (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of such corporations; WHEREAS, the Board of Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its subsidiaries from certain liabilities. Although the furnishing of such insurance has been a customary and widespread practice among publicly traded corporations and other business enterprises, the Company believes that, given current market conditions and trends, such insurance may be available to it in the future only at higher premiums and with more exclusions. At the same time, directors, officers and other persons in service to corporations or business enterprises are being increasingly subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally would have been brought only against the Company or business enterprise itself. The Amended and Restated Certificate of Incorporation (the “Charter”) and the Amended and Restated Bylaws of the Company (the “Bylaws”) require indemnification of the officers and directors of the Company. Indemnitee may also be entitled to indemnification pursuant to applicable provisions of the Delaware General Corporation Law (“DGCL”). The Charter, Bylaws and the DGCL expressly provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts may be entered into between the Company and members of the board of directors, officers and other persons with respect to indemnification, hold harmless, exoneration, advancement and reimbursement rights; WHEREAS, the uncertainties relating to such insurance and to indemnification have increased the difficulty of attracting and retaining such persons; WHEREAS, the Board has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company’s stockholders and that the Company should act to assure such persons that there will be increased certainty of such protection in the future; WHEREAS, it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities; WHEREAS, this Agreement is a supplement to and in furtherance of the Charter and Bylaws of the Company and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder; WHEREAS, Indemnitee may not be willing to serve as an officer or director, advisor or in another capacity without adequate protection, and the Company desires Indemnitee to serve in such capacity. Indemnitee is willing to serve, continue to serve and/or to take on additional service for or on behalf of the Company on the condition that he be so indemnified for so long as Indemnitee is duly elected, appointed or retained or until Indemnitee tenders his resignation; and NOW, THEREFORE, in consideration of the premises and the covenants contained herein the Company and Indemnitee do hereby covenant and agree as follows: TERMS AND CONDITIONS 1 1. SERVICES TO THE COMPANY. Indemnitee will serve or continue to serve as an officer, director, advisor, key employee or in any other capacity of the Company, as applicable, for so long as Indemnitee is duly elected, appointed or retained or until Indemnitee tenders his resignation. 2. DEFINITIONS. As used in this Agreement: 2.1 References to “agent” shall mean any person who is or was a director, officer or employee of the Company or a subsidiary of the Company or other person authorized by the Company to act for the Company, to include such person serving in such capacity as a director, officer, employee, advisor, fiduciary or other official of another corporation, partnership, limited liability company, joint venture, trust or other enterprise at the request of, for the convenience of, or to represent the interests of the Company or a Subsidiary of the Company. 2.2 The terms “Beneficial Owner” and “Beneficial Ownership” shall have the meanings set forth in Rule 13d-3 promulgated under the Exchange Act (as defined below) as in effect on the date hereof. 2.3 A “Change in Control” shall be deemed to occur upon the earliest to occur after the date of this Agreement of any of the following events: 2.3.1 Acquisition of Stock by Third Party. Other than an affiliate of currently existing stockholders of the Company, any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part 2.3.3 of this definition; 2.3.2 Change in Board of Directors. Individuals who, as of the date hereof, constitute the Board, and any new director whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two thirds of the directors then still in office who were directors on the date hereof or whose election for nomination for election was previously so approved (collectively, the “Continuing Directors”), cease for any reason to constitute at least a majority of the members of the Board; 2.3.3 Corporate Transactions. The effective date of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without limitation, a corporation or other Person which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than an affiliate of currently existing stockholders of the Company, no Person (excluding any corporation or other Person resulting from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote generally in the election of directors of the surviving corporation or other Person except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the Board of Directors of the corporation or other Person resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business Combination; 2 2.3.4 Liquidation. The approval by the stockholders of the Company of a complete liquidation or dissolution of the Company or an agreement or series of agreements for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than factoring the Company’s current receivables or escrows due (or, if such approval is not required, the decision by the Board to proceed with such a liquidation, sale, or disposition in one transaction or a series of related transactions); or 2.3.5 Other Events. There occurs any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or a response to any similar item on any similar schedule or form) promulgated under the Exchange Act (as defined below), whether or not the Company is then subject to such reporting requirement. 2.4 “Corporate Status” describes the status of a person who is or was a director, officer, trustee, general partner, managing member, fiduciary, employee or agent of the Company or of any other Enterprise (as defined below) which such person is or was serving at the request of the Company. 2.5 “Delaware Court” shall mean the Court of Chancery of the State of Delaware. 2.6 “Disinterested Director” shall mean a director of the Company who is not and was not a party to the Proceeding (as defined below) in respect of which indemnification is sought by Indemnitee. 2.7 “Enterprise” shall mean the Company and any other corporation, constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger to which the Company (or any of its wholly owned Subsidiaries) is a party, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request of the Company as a director, officer, trustee, general partner, managing member, fiduciary, employee or agent. 2.8 “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended. 2.9 “Expenses” shall include all direct and indirect costs, fees and expenses of any type or nature whatsoever, including, without limitation, all attorneys’ fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, fees of private investigators and professional advisors, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, fax transmission charges, secretarial services and all other disbursements, obligations or expenses in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, settlement or appeal of, or otherwise participating in, a Proceeding (as defined below), including reasonable compensation for time spent by Indemnitee for which he or she is not otherwise compensated by the Company or any third party. Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding (as defined below), including without limitation the principal, premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee. 2.10 “Independent Counsel” shall mean a law firm or a member of a law firm with significant experience in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements); or (ii) any other party to the Proceeding (as defined below) giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement. 2.11 References to “fines” shall include any excise tax assessed on Indemnitee with respect to any employee benefit plan; references to “serving at the request of the Company” shall include any service as a director, officer, employee, agent or fiduciary of the Company which imposes duties on, or involves services by, such director, 3 officer, employee, agent or fiduciary with respect to an employee benefit plan, its participants or beneficiaries; and if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan, Indemnitee shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in this Agreement. 2.12 The term “Person” shall have the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act as in effect on the date hereof; provided, however, that “Person” shall exclude: (i) the Company; (ii) any Subsidiaries (as defined below) of the Company; (iii) any employee benefit plan of the Company or of a Subsidiary (as defined below) of the Company or of any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company; and (iv) any trustee or other fiduciary holding securities under an employee benefit plan of the Company or of a Subsidiary (as defined below) of the Company or of a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company. 2.13 The term “Proceeding” shall include any threatened, pending or completed action, suit, arbitration, mediation, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought in the right of the Company or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative, or investigative or related nature, in which Indemnitee was, is, will or might be involved as a party or otherwise by reason of the fact that Indemnitee is or was a director or officer of the Company, by reason of any action (or failure to act) taken by him or of any action (or failure to act) on his part while acting as a director or officer of the Company, or by reason of the fact that he is or was serving at the request of the Company as a director, officer, trustee, general partner, managing member, fiduciary, employee or agent of any other Enterprise, in each case whether or not serving in such capacity at the time any liability or expense is incurred for which indemnification, reimbursement, or advancement of expenses can be provided under this Agreement. 2.14 The term “Subsidiary,” with respect to any Person, shall mean any corporation or other entity of which a majority of the voting power of the voting equity securities or equity interest is owned, directly or indirectly, by that Person. 2.15 The phrase “to the fullest extent permitted by applicable law” shall include, but not be limited to: (i) to the fullest extent authorized or permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the DGCL, and (ii) to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors. 3. INDEMNITY IN THIRD-PARTY PROCEEDINGS. To the fullest extent permitted by applicable law, the Company shall indemnify, hold harmless and exonerate Indemnitee in accordance with the provisions of this Section 3 if Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness or otherwise) in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor. Unless there has been a final non-appealable judgment by a court of competent jurisdiction to the contrary, Indemnitee shall be deemed to have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal Proceeding, had no reasonable cause to believe that his conduct was unlawful, and pursuant to this Section 3, shall be indemnified, held harmless and exonerated against all Expenses, judgments, liabilities, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee or on his behalf in connection with such Proceeding or any claim, issue or matter therein. 4. INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. 4 To the fullest extent permitted by applicable law, the Company shall indemnify, hold harmless and exonerate Indemnitee in accordance with the provisions of this Section 4 if Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness or otherwise) in any Proceeding by or in the right of the Company to procure a judgment in its favor. Unless there has been a final non-appealable judgment by a court of competent jurisdiction to the contrary, Indemnitee shall be deemed to have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, and, pursuant to this Section 4, Indemnitee shall be indemnified, held harmless and exonerated against all Expenses actually and reasonably incurred by him or on his behalf in connection with such Proceeding or any claim, issue or matter therein. No indemnification, hold harmless or exoneration for Expenses shall be made under this Section 4 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged (and not subject to appeal) by a court of competent jurisdiction to be liable to the Company, unless and only to the extent that any court in which the Proceeding was brought or the Delaware Court shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification, to be held harmless or to exoneration. 5. INDEMNIFICATION FOR EXPENSES OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL. Notwithstanding any other provisions of this Agreement, but without limiting Section 3 or 4 hereof, to the extent that Indemnitee is a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, the Company shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter. If Indemnitee is not wholly successful in such Proceeding, the Company also shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee against all Expenses reasonably incurred in connection with a claim, issue or matter related to any claim, issue, or matter on which Indemnitee was successful. For purposes of this Section 5 and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter. 6. INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a witness in any Proceeding to which Indemnitee is not a party, he shall, to the fullest extent permitted by applicable law, be indemnified, held harmless and exonerated against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith. 7. ADDITIONAL INDEMNIFICATION, HOLD HARMLESS AND EXONERATION RIGHTS. 7.1 Notwithstanding any limitation in Sections 3, 4, or 5, the Company shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee or on his behalf in connection with the Proceeding. No indemnification, hold harmless or exoneration rights shall be available under this Section 7.1 on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation of the law. 5 7.2 Notwithstanding any limitation in Sections 3, 4, 5 or 7.1, the Company shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee or on his behalf in connection with the Proceeding. 8. CONTRIBUTION IN THE EVENT OF JOINT LIABILITY. 8.1 To the fullest extent permitted by applicable law, if the indemnification, hold harmless and/or exoneration rights provided for in this Agreement are unavailable to Indemnitee in whole or in part for any reason whatsoever, the Company, in lieu of indemnifying, holding harmless or exonerating Indemnitee, shall pay, in the first instance, the entire amount incurred by Indemnitee, whether for judgments, liabilities, fines, penalties, amounts paid or to be paid in settlement and/or for Expenses, in connection with any Proceeding without requiring Indemnitee to contribute to such payment, and the Company hereby waives and relinquishes any right of contribution it may have at any time against Indemnitee. 8.2 The Company shall not enter into any settlement of any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee. 8.3 The Company hereby agrees to fully indemnify, hold harmless and exonerate Indemnitee from any claims for contribution which may be brought by officers, directors or employees of the Company other than Indemnitee who may be jointly liable with Indemnitee. 9. EXCLUSIONS. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnification, hold harmless or exoneration payment in connection with any claim made against Indemnitee: (a) for which payment has actually been received by or on behalf of Indemnitee under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount actually received under any insurance policy, contract, agreement, other indemnity provision or otherwise; (b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law; or (c) except as otherwise provided in Sections 14.5 and 14.6 hereof, prior to a Change in Control, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, hold harmless or exoneration payment, in its sole discretion, pursuant to the powers vested in the Company under applicable law. 10. ADVANCES OF EXPENSES; DEFENSE OF CLAIM. 10.1 Notwithstanding any provision of this Agreement to the contrary, and to the fullest extent not prohibited by applicable law, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from time to time, 6 whether prior to or after the final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing a Proceeding to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. To the fullest extent required by applicable law, such payments of Expenses in advance of the final disposition of the Proceeding shall be made only upon the Company’s receipt of an undertaking, by or on behalf of Indemnitee, to repay the advance to the extent that it is ultimately determined by final judicial decision of a court of competent jurisdiction from which there is no future right to appeal that Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement, the Charter, the Bylaws of the Company or applicable law. This Section 10.1 shall not apply to any claim made by Indemnitee for which an indemnification, hold harmless or exoneration payment is excluded pursuant to Section 9. 10.2 The Company will be entitled to participate in the Proceeding at its own expense. 10.3 The Company shall not settle any action, claim or Proceeding (in whole or in part) which would impose any Expense, judgment, fine, obligation, penalty or limitation on Indemnitee or attribute any liability or admission of liability to Indemnitee without Indemnitee’s prior written consent. 11. PROCEDURE FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION. 11.1 Indemnitee agrees to notify promptly the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification, hold harmless or exoneration rights, or advancement of Expenses covered hereunder. The failure of Indemnitee to so notify the Company shall not relieve the Company of any obligation which it may have to Indemnitee under this Agreement, or otherwise. 11.2 Indemnitee may deliver to the Company a written application to indemnify, hold harmless or exonerate Indemnitee in accordance with this Agreement. Such application(s) may be delivered from time to time and at such time(s) as Indemnitee deems appropriate in his or her sole discretion. Following such a written application for indemnification by Indemnitee, Indemnitee’s entitlement to indemnification shall be determined according to Section 12.1 of this Agreement. 12. PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. 12.1 A determination, if required by applicable law, with respect to Indemnitee’s entitlement to indemnification shall be made in the specific case by one of the following methods, which shall be at the election of Indemnitee: (i) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board (ii) by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (iii) by vote of the stockholders. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. 12.2 In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12.1 hereof, the Independent Counsel shall be selected as provided in this Section 12.2. 7 The Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 11.2 hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Delaware Court for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Delaware Court, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12.1 hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14.1 of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing). 12.3 The Company agrees to pay the reasonable fees and expenses of Independent Counsel and to fully indemnify and hold harmless such Independent Counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. 13. PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS. 13.1 In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 11.2 of this Agreement, and the Company shall have the burden of proof and the burden of persuasion by clear and convincing evidence to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption. Neither the failure of the Company (including by its directors or Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by its directors or Independent Counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct. 13.2 If the person, persons or entity empowered or selected under Section 12 of this Agreement to determine whether Indemnitee is entitled to indemnification shall not have made a determination within thirty (30) days after receipt by the Company of the request therefor, the requisite determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a final judicial determination that any or all such indemnification is expressly prohibited under applicable law; provided, however, that such 30-day period may be extended for a reasonable time, not to exceed an additional fifteen (15) days, if the person, persons or entity making the determination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining or evaluating of documentation and/or information relating thereto. 8 13.3 The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his conduct was unlawful. 13.4 For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Enterprise, including financial statements, or on information supplied to Indemnitee by the directors or officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise, its Board, any committee of the Board or any director, or on information or records given or reports made to the Enterprise, its Board, any committee of the Board or any director, by an independent certified public accountant or by an appraiser or other expert selected by the Enterprise, its Board, any committee of the Board or any director. The provisions of this Section 13.4 shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed or found to have met the applicable standard of conduct set forth in this Agreement. 13.5 The knowledge and/or actions, or failure to act, of any other director, officer, trustee, partner, managing member, fiduciary, agent or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. 13.6 The Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any action, claim or proceeding to which Indemnitee is a party is resolved in any manner other than by adverse judgment against Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that Indemnitee has been successful on the merits or otherwise in such action, suit or proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence. 14. REMEDIES OF INDEMNITEE. 14.1 In the event that (i) a determination is made pursuant to Section 12 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses, to the fullest extent permitted by applicable law, is not timely made pursuant to Section 10 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 12.1 of this Agreement within thirty (30) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Sections 5, 6, 7 or the last sentence of Section 12.1 of this Agreement within ten (10) days after receipt by the Company of a written request therefor, (v) a contribution payment is not made in a timely manner pursuant to Section 8 of this Agreement, (vi) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, (vii) payment to Indemnitee pursuant to any hold harmless or exoneration rights under this Agreement or otherwise is not made within ten (10) days after receipt by the Company of a written request therefor, or (viii) the Company or any representative thereof takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any Proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court to such indemnification, hold harmless, exoneration, contribution or advancement rights. Alternatively, Indemnitee, at his option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Except as set forth herein, the provisions of Delaware law (without regard to its conflict of laws rules) shall apply to any such arbitration. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration. 14.2 In the event that a determination shall have been made pursuant to Section 12.1 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 14 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not 9 be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 14, Indemnitee shall be presumed to be entitled to be indemnified, held harmless, exonerated to receive advances of Expenses under this Agreement and the Company shall have the burden of proving Indemnitee is not entitled to be indemnified, held harmless, exonerated and to receive advances of Expenses, as the case may be, and the Company may not refer to or introduce into evidence any determination pursuant to Section 12.1 of this Agreement adverse to Indemnitee for any purpose. If Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 14, Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section 10 until a final determination is made with respect to Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed). 14.3 If a determination shall have been made pursuant to Section 12.1 of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 14, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. 14.4 The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 14 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. 14.5 The Company shall indemnify and hold harmless Indemnitee to the fullest extent permitted by applicable law against all Expenses and, if requested by Indemnitee, shall (within ten (10) days after the Company’s receipt of such written request) pay to Indemnitee, to the fullest extent permitted by applicable law, such Expenses which are incurred by Indemnitee in connection with any judicial proceeding or arbitration brought by Indemnitee (i) to enforce his rights under, or to recover damages for breach of, this Agreement or any other indemnification, hold harmless, exoneration, advancement or contribution agreement or provision of the Charter, or the Company’s Bylaws now or hereafter in effect; or (ii) for recovery or advances under any insurance policy maintained by any person for the benefit of Indemnitee, regardless of the outcome and whether Indemnitee ultimately is determined to be entitled to such indemnification, hold harmless or exoneration right, advancement, contribution or insurance recovery, as the case may be (unless such judicial proceeding or arbitration was not brought by Indemnitee in good faith). 14.6 Interest shall be paid by the Company to Indemnitee at the legal rate under Delaware law for amounts which the Company indemnifies, holds harmless or exonerates, or is obliged to indemnify, hold harmless or exonerate for the period commencing with the date on which Indemnitee requests indemnification, to be held harmless, exonerated, contribution, reimbursement or advancement of any Expenses and ending with the date on which such payment is made to Indemnitee by the Company. 15. SECURITY. Notwithstanding anything herein to the contrary, to the extent requested by Indemnitee and approved by the Board, the Company may at any time and from time to time provide security to Indemnitee for the Company’s obligations hereunder through an irrevocable bank line of credit, funded trust or other collateral. Any such security, once provided to Indemnitee, may not be revoked or released without the prior written consent of Indemnitee. 16. NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION. 16.1 The rights of Indemnitee as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Charter, the Company’s Bylaws, any agreement, a vote of stockholders or a resolution of directors, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any Proceeding (regardless of when such Proceeding is first threatened, commenced or completed) arising out of, or related to, any action taken or omitted by such Indemnitee in his Corporate Status prior to such 10 amendment, alteration or repeal. To the extent that a change in applicable law, whether by statute or judicial decision, permits greater indemnification, hold harmless or exoneration rights or advancement of Expenses than would be afforded currently under the Charter, the Company’s Bylaws or this Agreement, then this Agreement (without any further action by the parties hereto) shall automatically be deemed to be amended to require that the Company indemnify Indemnitee to the fullest extent permitted by applicable law. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy. 16.2 The DGCL, the Charter and the Company’s Bylaws permit the Company to purchase and maintain insurance or furnish similar protection or make other arrangements including, but not limited to, providing a trust fund, letter of credit, or surety bond (“Indemnification Arrangements”) on behalf of Indemnitee against any liability asserted against him or incurred by or on behalf of him or in such capacity as a director, officer, employee or agent of the Company, or arising out of his status as such, whether or not the Company would have the power to indemnify him against such liability under the provisions of this Agreement or under the DGCL, as it may then be in effect. The purchase, establishment, and maintenance of any such Indemnification Arrangement shall not in any way limit or affect the rights and obligations of the Company or of Indemnitee under this Agreement except as expressly provided herein, and the execution and delivery of this Agreement by the Company and Indemnitee shall not in any way limit or affect the rights and obligations of the Company or the other party or parties thereto under any such Indemnification Arrangement. 16.3 To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, trustees, partners, managing members, fiduciaries, employees, or agents of the Company or of any other Enterprise which such person serves at the request of the Company, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such director, officer, trustee, partner, managing member, fiduciary, employee or agent under such policy or policies. If, at the time the Company receives notice from any source of a Proceeding as to which Indemnitee is a party or a participant (as a witness or otherwise), the Company has director and officer liability insurance in effect, the Company shall give prompt notice of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies. 16.4 In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights. 16.5 The Company’s obligation to indemnify, hold harmless, exonerate or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company as a director, officer, trustee, partner, managing member, fiduciary, employee or agent of any other Enterprise shall be reduced by any amount Indemnitee has actually received as indemnification, hold harmless or exoneration payments or advancement of expenses from such Enterprise. Notwithstanding any other provision of this Agreement to the contrary, (i) Indemnitee shall have no obligation to reduce, offset, allocate, pursue or apportion any indemnification, hold harmless, exoneration, advancement, contribution or insurance coverage among multiple parties possessing such duties to Indemnitee prior to the Company’s satisfaction and performance of all its obligations under this Agreement, and (ii) the Company shall perform fully its obligations under this Agreement without regard to whether Indemnitee holds, may pursue or has pursued any indemnification, advancement, hold harmless, exoneration, contribution or insurance coverage rights against any person or entity other than the Company. 17. DURATION OF AGREEMENT. 11 All agreements and obligations of the Company contained herein shall continue during the period Indemnitee serves as a director or officer of the Company or as a director, officer, trustee, partner, managing member, fiduciary, employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other Enterprise which Indemnitee serves at the request of the Company and shall continue thereafter so long as Indemnitee shall be subject to any possible Proceeding (including any rights of appeal thereto and any Proceeding commenced by Indemnitee pursuant to Section 14 of this Agreement) by reason of his Corporate Status, whether or not he is acting in any such capacity at the time any liability or expense is incurred for which indemnification can be provided under this Agreement. 18. SEVERABILITY. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any Section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by applicable law; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby. 19. ENFORCEMENT AND BINDING EFFECT. 19.1 The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director, officer or key employee of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director, officer or key employee of the Company. 19.2 Without limiting any of the rights of Indemnitee under the Charter or Bylaws of the Company as they may be amended from time to time, this Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof. 19.3 The indemnification, hold harmless, exoneration and advancement of expenses rights provided by or granted pursuant to this Agreement shall be binding upon and be enforceable by the parties hereto and their respective successors and assigns (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), shall continue as to an Indemnitee who has ceased to be a director, officer, employee or agent of the Company or of any other Enterprise at the Company’s request, and shall inure to the benefit of Indemnitee and his or her spouse, assigns, heirs, devisees, executors and administrators and other legal representatives. 19.4 The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. 19.5 The Company and Indemnitee agree herein that a monetary remedy for breach of this Agreement, at some later date, may be inadequate, impracticable and difficult of proof, and further agree that such breach may cause Indemnitee irreparable harm. Accordingly, the parties hereto agree that Indemnitee may enforce this Agreement by seeking, among other things, injunctive relief and/or specific performance hereof, without any necessity of showing actual damage or irreparable harm and that by seeking injunctive relief and/or specific performance, Indemnitee shall not be precluded from seeking or obtaining any other relief to which he may be 12 entitled. The Company and Indemnitee further agree that Indemnitee shall be entitled to such specific performance and injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions, without the necessity of posting bonds or other undertaking in connection therewith. The Company acknowledges that in the absence of a waiver, a bond or undertaking may be required of Indemnitee by a court of competent jurisdiction and the Company hereby waives any such requirement of such a bond or undertaking. 20. MODIFICATION AND WAIVER. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by each of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions of this Agreement nor shall any waiver constitute a continuing waiver. 21. NOTICES. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (i) if delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, or (ii) mailed by certified or registered mail with postage prepaid, on the third (3rd) business day after the date on which it is so mailed: (a) If to Indemnitee, at the address indicated on the signature page of this Agreement, or such other address as Indemnitee shall provide in writing to the Company. (b) If to the Company, to: Acadian Asset Management Inc. 200 State Street, 13th Floor Boston, MA 02116 Attention: Richard Hart Telephone: (617)-369-7300 Email: rhart@acadian-inc.com With a copy, which shall not constitute notice, to: Ropes & Gray LLP Prudential Tower 800 Boylston Street Boston, MA 02199 Attn: William J. Michener or to any other address as may have been furnished to Indemnitee in writing by the Company. 22. APPLICABLE LAW AND CONSENT TO JURISDICTION. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court and not in any other state or federal court in the United States of America or any court in any other country; (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; (c) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial. 13 23. IDENTICAL COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement. 24. MISCELLANEOUS. 24.1 Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof. 24.2 It is intended that any indemnification payment or advancement of Expenses made hereunder shall be exempt from Section 409A of the Internal Revenue Code of 1986, as amended, and the guidance issued thereunder (“Section 409A”) pursuant to Treasury Regulation Section 1.409A-1(b)(10). Notwithstanding the foregoing, if any indemnification payment or advancement of Expenses made hereunder shall be determined to be “nonqualified deferred compensation” within the meaning of Section 409A, then (i) the amount of the indemnification payment or advancement of Expenses during one taxable year shall not affect the amount of the indemnification payments or advancement of Expenses during any other taxable year, (ii) the indemnification payments or advancement of Expenses must be made on or before the last day of the Indemnitee’s taxable year following the year in which the expense was incurred, and (iii) the right to indemnification payments or advancement of Expenses hereunder is not subject to liquidation or exchange for another benefit. 25. PERIOD OF LIMITATIONS. No legal action shall be brought and no cause of action shall be asserted by or in the right of the Company against Indemnitee, Indemnitee’s spouse, heirs, executors or personal or legal representatives after the expiration of two years from the date of accrual of such cause of action, and any claim or cause of action of the Company shall be extinguished and deemed released unless asserted by the timely filing of a legal action within such two-year period; provided, however, that if any shorter period of limitations is otherwise applicable to any such cause of action such shorter period shall govern. 26. ADDITIONAL ACTS. If for the validation of any of the provisions in this Agreement any act, resolution, approval or other procedure is required, the Company undertakes to cause such act, resolution, approval or other procedure to be affected or adopted in a manner that will enable the Company to fulfill its obligations under this Agreement. [SIGNATURE PAGE FOLLOWS] 14 IN WITNESS WHEREOF, the parties hereto have caused this Indemnity Agreement to be signed as of the day and year first above written. Acadian Asset Management Inc. By: Name: Title: Indemnitee ________________________________ Name: Address: 15 EIGHTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ACADIAN ASSET MANAGEMENT LLC Dated as of December 31, 2024 TABLE OF CONTENTS ARTICLE I FORMATION............................................................................................................. 1 Section 1.1. Continuation...................................................................................................... 1 Section 1.2. Company Name................................................................................................. 1 Section 1.3. The Certificate of Formation, Etc...................................................................... 2 Section 1.4. Purpose.............................................................................................................. 2 Section 1.5. Powers............................................................................................................... 2 Section 1.6. Office; Registered Office................................................................................... 2 Section 1.7. Registered Agent............................................................................................... 2 Section 1.8. Members and Membership Interests.................................................................. 2 ARTICLE II CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS....................................... 3 Section 2.1. Initial Capital Contributions.............................................................................. 3 Section 2.2. Additional Capital Contributions....................................................................... 3 Section 2.3. MAC Capital Contributions............................................................................... 4 Section 2.4. Capital Accounts................................................................................................ 4 Section 2.5. Withdrawals or Loans........................................................................................ 4 Section 2.6. Negative Capital Accounts................................................................................ 5 Section 2.7. No Interest......................................................................................................... 5 ARTICLE III DISTRIBUTIONS................................................................................................... 5 Section 3.1. Distributions...................................................................................................... 5 Section 3.2. Tax Distributions............................................................................................... 8 Section 3.3. Withholding; Tax Indemnification.................................................................... 8 Section 3.4. Overriding Provision......................................................................................... 8 ARTICLE IV ALLOCATIONS..................................................................................................... 9 Section 4.1. Allocations of Net Profit and Net Loss............................................................. 9 Section 4.2. Allocations in Connection with Liquidity Event............................................. 10 Section 4.3. Regulatory and Special Allocations................................................................ 10 Section 4.4. Tax Allocations; Sections 704(c).................................................................... 12 Section 4.5. Advances on Member’s Distributive Shares of Net Profit.............................. 13 Section 4.6. Transfer or Assignment................................................................................... 13 ARTICLE V MEMBERS............................................................................................................. 13 Section 5.1. Limited Liability.............................................................................................. 13 Section 5.2. Certificates....................................................................................................... 13 ARTICLE VI BOARD; COMMITTEES; OFFICERS; ACTIONS REQUIRING CONSENT OF BOARD......................................................................................................................................... 14 Section 6.1. Board............................................................................................................... 14 Section 6.2. Committees...................................................................................................... 16 Section 6.3. Procedures....................................................................................................... 18 Section 6.4. Officers............................................................................................................ 19 Section 6.5. “Managers”; Power to Bind the Company...................................................... 21 Section 6.6. Standard of Care for Managers; Liability of Covered Persons........................ 21 Section 6.7. Actions Requiring Consent of the Board of Managers.................................... 22 Section 6.8. Covenants Regarding OFAC........................................................................... 24 Section 6.9. Approved Budget............................................................................................. 24 ARTICLE VII INDEMNIFICATION.......................................................................................... 25 Section 7.1. Indemnity......................................................................................................... 25 ARTICLE VIII TRANSFERS OF INTERESTS; ADDITIONAL MEMBERS; RESIGNATIONS .........................................................................................................................26 Section 8.1. Transfers.......................................................................................................... 26 Section 8.2. Resignations, Etc............................................................................................. 27 Section 8.3. Mandatory Sale................................................................................................ 27 ARTICLE IX BOOKS; ACCOUNTING; TAX ELECTIONS; REPORTS................................. 28 Section 9.1. Books and Records.......................................................................................... 28 Section 9.2. Reports............................................................................................................. 29 Section 9.3. Filings of Returns and Other Writings; Tax Matters Partner.......................... 29 Section 9.4. Banking............................................................................................................ 30 Section 9.5. Financial Information...................................................................................... 30 Section 9.6. Confidential Information................................................................................. 31 ARTICLE X TERM; TERMINATION........................................................................................ 31 Section 10.1. Term............................................................................................................. 31 Section 10.2. Events of Dissolution................................................................................... 31 Section 10.3. Application of Assets................................................................................... 32 ARTICLE XI ADDITIONAL TAX AND OTHER REQUIREMENTS..................................... 32 Section 11.1. Priorities....................................................................................................... 32 Section 11.2. Entity Characterization................................................................................ 32 Section 11.3. Internal Revenue Code Section 409A.......................................................... 33 ARTICLE XII DEFINITIONS..................................................................................................... 33 ARTICLE XIII MISCELLANEOUS........................................................................................... 43 Section 13.1. Notices......................................................................................................... 43 Section 13.2. Binding Provisions....................................................................................... 43 Section 13.3. Applicable Law; Submission to Jurisdiction; Waiver of Trial by Jury....... 43 Section 13.4. Severability of Provisions............................................................................ 44 Section 13.5. Titles............................................................................................................ 44 Section 13.6. Amendments................................................................................................ 44 Section 13.7. Counterparts................................................................................................. 44 Section 13.8. Further Actions............................................................................................ 44 Section 13.9. Survival of Certain Provisions..................................................................... 45 Section 13.10. Waiver of Partition...................................................................................... 45 Section 13.11. Remedies; Waiver........................................................................................ 45 Section 13.12. Entire Agreement......................................................................................... 45 Section 13.13. Interpretation............................................................................................... 45 EIGHTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, dated as of December 31, 2024, of ACADIAN ASSET MANAGEMENT LLC, a Delaware limited liability company (the “Company”), between BrightSphere Affiliate Holdings LLC or its successors or assigns (“BrightSphere”) and Acadian KELP LP (the “KELP”) (each a “Member” and collectively the “Members”). Capitalized terms used herein are defined in ARTICLE XII. This Agreement shall be deemed effective as of 12:01 a.m. Eastern Time on January 1, 2025 (the “Effective Date”). W I T N E S S E T H: WHEREAS, the Company has previously been formed as a limited liability company pursuant to the Delaware Limited Liability Company Act, 6 Del. C. § 18-101 et seq., as amended from time to time (the “Act”); WHEREAS, the Members entered into the Limited Liability Company Agreement, first dated as of November 7, 2007, and amended and restated as of December 31, 2007 (the “Original Agreement”); WHEREAS, the Original Agreement was amended and restated by the Second Amended and Restated Limited Liability Company Agreement dated as of July 21, 2010; and further amended by the Third Amended and Restated Limited Liability Company Agreement, dated as of April 1, 2011, the Fourth Amended and Restated Limited Liability Company Agreement, dated as of April 13, 2012, the Fifth Amended and Restated Limited Liability Company Agreement, dated as of August 14, 2014, the Sixth Amended and Restated Limited Liability Company Agreement dated as of March 14, 2016, and the Seventh Amended and Restated Limited Liability Company Agreement dated as of February 26, 2018 (the “Seventh Agreement”); WHEREAS, the Members wish to amend and restate the Seventh Agreement as set forth herein. NOW, THEREFORE, in consideration of the mutual covenants herein contained and other valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Members hereby continue the Company without dissolution, amend and restate the Seventh Agreement in its entirety, effective as of 12:01 a.m. Eastern Time on the Effective Date, and agree as follows: ARTICLE I FORMATION Section 1.1. Continuation. The Members hereby agree to continue the Company as a limited liability company under and pursuant to the terms of the Act and agree that the rights, duties and liabilities of the Members shall be as provided in the Act, except as otherwise provided in this Agreement. The existence of the Company as a separate legal entity shall continue until cancellation of the Certificate of Formation as provided in the Act. Section 1.2. Company Name. The name of the Company is “Acadian Asset Management LLC”. Section 1.3 The Certificate of Formation, Etc. Each of the Certificate of Formation and the two Certificates of Correction thereto were executed, delivered and filed with the Secretary of State by an “authorized person” of the Company within the meaning of the Act, which execution, delivery and filing are hereby authorized, ratified and approved in all respects. The Board is hereby authorized to execute, file and record, and to authorize any person to execute, file and record, all such other certificates and documents, including amendments to the Certificate of Formation, and to do such other acts as may be appropriate to comply with all requirements for the formation, continuation and operation of a limited liability company, the ownership of property, and the conduct of business under the Laws of the State of Delaware and any other jurisdiction in which the Company may own property or conduct business. Section 1.4. Purpose. The purposes of the Company are (a) to provide asset management services to clients and (b) to engage in any other lawful activities for which limited liability companies may be organized under the Act. Section 1.5. Powers. Subject to the other provisions of this Agreement, the Company shall be and hereby is authorized and empowered to do or cause to be done any and all acts determined by the Board and the Committees to be necessary, advisable, convenient or incidental in furtherance of the purposes of the Company, without any further act, approval or vote of any Person, including any Member. Accordingly, the Company is vested with the power (a) to sue and be sued in its own name, (b) to contract and be contracted with by its own name, and (c) to acquire and hold real property and personal property for the purposes for which the Company is established and to dispose of the real property or personal property at its pleasure. Section 1.6. Office; Registered Office. The Company shall have its principal place of business at 260 Franklin Street, Boston, Massachusetts 02110. The Company may maintain such other office or offices at such location or locations within or without the State of Delaware in the United States as the Board may from time to time select. The Board shall give prompt written notice of any change in its principal place of business to the Members. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Delaware 19808. Section 1.7. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Delaware 19808. Section 1.8. Members and Membership Interests. Each Member shall have the Percentage Interest, Percentage Class A Interest, Percentage Class B-1 Interest and Percentage Class B-2 Interest as set forth on in the books and records of the Company, entitling such Member to economic and other rights set forth in this Agreement. (a) Class A Interests. Except as otherwise required by the Act, holders of Class A Interests are entitled to vote or consent on all matters in which action is or may be taken by the Members of the Company, in proportion to their respective Percentage Class A Interests. Except as otherwise determined by the Board, the Class A Interests shall initially be issued solely to BrightSphere. (b) Class B Interests. The Class B Interests shall be divided into Class B-1 Interests (the “Class B-1 Interests”) and Class B-2 Interests (the “Class B-2 Interests”), each of which shall carry the rights, preferences, and privileges as set forth herein. Except as otherwise required by the Act, the Class B Interests shall have no voting or consent rights for any matter in which action is or may be taken by the Members of the Company. Except as otherwise determined by the Board, the Class B Interests shall initially be issued solely to the KELP. (c) Voting. Except as expressly authorized by the Act, this Agreement or the Certificate of Formation, (i) no Member shall have the power to participate in the management of the Company and (ii) the Members shall not be entitled to vote on any matter. To the extent a vote of, or consent by, “members” is required under the Act, or is otherwise sought by the Company, only the Class A Members shall be deemed “members” for purposes of the Act, or otherwise, and in such instances, such Class A Members shall be entitled to a vote equal to their respective Percentage Class A Interests on all matters to be so voted on. For the avoidance of doubt, none of the Class B Interests shall entitle the holders thereof to any voting rights. The actions by the Members permitted hereunder may be taken at a meeting called by the Board or by Members holding at least a majority of the Interests entitled to vote or consent on the matter on at least five days’ prior written notice to the other Members entitled to vote or consent thereon, which notice shall state the purpose or purposes for which such meeting is being called. Any action required or permitted to be taken at a meeting of the Members (or any subset thereof) may be taken without a meeting if a majority in Interest of the applicable Members (or subset thereof) consent thereto in writing. ARTICLE II CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS Section 2.1. Initial Capital Contributions. BrightSphere made an initial Capital Contribution to the Company on December 31, 2007 of $1,250,000,000, plus (a) the amount of Segregated Client Mandated Capital as of such date ($32,000,000), plus (b) the Excess Working Capital Amount. Section 2.2 Additional Capital Contributions. Other than with respect to Capital Contributions relating to the Initial MAC Support Amount, which shall be governed by Section 2.3 and the MAC Agreement, in the sole discretion of the Board, the Company may offer the Members the opportunity to make additional Capital Contributions to the Company in proportion to their respective Additional Capital Contribution Percentages. Such offer shall be made by the Company at least thirty (30) days prior to the date on which such offer must be accepted or rejected and at least forty-five (45) days prior to the date on which such additional Capital Contribution is due. To the extent that either BrightSphere or the KELP makes an additional Capital Contribution in excess of its pro rata share, such excess amount (a “Non Pro Rata Additional Capital Contribution”) shall be added to such Member’s ACC Balance. Notwithstanding the foregoing, Non Pro Rata Additional Capital Contributions shall not include any Non Pro Rata Additional MAC Capital Contribution (as defined in Section 2.3 below). Any additional Capital Contributions made by any Member shall be properly reflected on the books and records of the Company. Non Pro Rata Additional Capital Contributions shall be repaid in accordance with Section 3.1(d)(iii). Section 2.3. MAC Capital Contributions. Notwithstanding anything to the contrary in this Agreement, Capital Contributions relating to the Initial MAC Support Amount shall be made in accordance with the MAC Agreement, including in the event that any Member agrees to bear one hundred percent (100%) of the MAC Losses by entering into an Exclusive MAC Support Agreement (as defined in the MAC Agreement). In the event that any Member enters into an Exclusive MAC Support Agreement, such Member may make additional Capital Contributions to the Company in excess of its Initial MAC Support Percentage of any MAC Loss (a “Non Pro Rata Additional MAC Capital Contribution”). Section 2.4. Capital Accounts. (a) In accordance with Treasury Regulations Section 1.704-1(b)(2)(iv), a separate capital account (a “Capital Account”) shall be established and maintained for each Member. The initial Capital Account balance of BrightSphere on December 31, 2007 was the sum of the Initial BrightSphere Capital Account Amount, plus (a) the Segregated Client Mandated Capital as of such date, and (b) the Excess Working Capital Amount; and the initial Capital Account balance of the KELP on December 31, 2007 was $0. As of the Effective Date, the Excess Working Capital Amount and the Segregated Client Mandated Capital has been paid to BrightSphere. (b) As of the close of business of each Accounting Period, each Member’s Capital Account (i) shall be increased by (A) the amount of Capital Contributions made by such Member during such Accounting Period, (B) the cumulative amount of Net Profit (and items of income and gain) allocated to such Member pursuant to this Agreement and (C) the amount of any liabilities of the Company that have been assumed by such Member or that are secured by any Company property distributed to such Member and (ii) shall be decreased by (x) the cumulative amount of Net Loss (and items of deduction and loss) allocated to such Member pursuant to this Agreement, (y) the amount of any cash and the Asset Value of any Company asset distributed to such Member during such Accounting Period, and (z) the amount of any liabilities of such Member that are assumed by the Company or that are secured by any property contributed by such Member to the Company. (c) Each Member’s Capital Account shall be increased or decreased by items of net income and net loss allocated to such Member pursuant to Section 4.3. (d) Each Member’s Capital Account shall be adjusted for other increases and decreases that are required to be made to Capital Accounts pursuant to Section 704(b) of the Code and Treasury Regulation Section 1.704-1(b)(2)(iv). (e) It is the intention of the Members that the Capital Accounts of the Company be maintained in accordance with the provisions of Section 704(b) of the Code and the Regulations thereunder, and that this Agreement be interpreted consistently therewith, so that the allocations of items of income, gain, loss, deduction and credit provided herein will be given effect for federal income tax purposes. Section 2.5. Withdrawals or Loans. (a) A Member shall not be entitled to (i) withdraw any part of such Member’s Capital Account or to receive any distributions from the Company except as provided in Articles III and X; provided, that BrightSphere shall be entitled to withdraw at any time any Segregated Client Mandated Amount then held by the Company with the consent of both the Board of Managers and a majority of the KELP Managers, or (ii) make any loan or Capital Contribution to the Company other than as expressly provided herein or as otherwise agreed by the Board. No loan made to the Company by any Member shall constitute a Capital Contribution to the Company for any purpose. (b) Subject to the obligations of the Company to make distributions strictly in accordance with Article III, BrightSphere shall have the right to borrow cash from the Company for a period not to exceed 120 days, at an interest rate that is no less than BrightSphere Investment Group Inc.’s then-current short term borrowing rate, pursuant to a revolving credit loan agreement in a form agreed upon by BrightSphere and the Company; provided, that (i) the aggregate amount that may be borrowed at any time shall not exceed BrightSphere’s share of the Company’s undistributed earnings for the four-month period ending on the last day of the calendar month preceding the month in which the borrowing occurs and (ii) in the event that the Company, as determined by the Board, shall require the use of any cash borrowed by BrightSphere, the Company shall request in writing that BrightSphere repay such borrowed amount and BrightSphere shall repay such borrowed amount within seven (7) Business Days of receipt of such request, subject to satisfaction of any applicable regulatory requirements and/or approvals that may be necessary. (c) BrightSphere, as the lender, in its sole discretion may loan the Company, as the borrower, pursuant to a revolving credit loan agreement in a form provided by BrightSphere, such amounts as may from time to time be requested by the Board of Managers and approved by BrightSphere, in BrightSphere’s sole and absolute discretion, for such purposes as may be mutually agreed by BrightSphere and the Company, at the interest rate referenced in Section 2.5(b) and on such other terms as determined by BrightSphere in its sole discretion. (d) The Company has no obligation to enter into any loan agreement with any Member other than as provided in this Section 2.5. The Company may enter into loan agreements with BrightSphere as provided in this Section 2.5 without the consent of any Manager or Member other than BrightSphere. Section 2.6. Negative Capital Accounts. No Member shall be required to make up a negative balance in such Member’s Capital Account. Section 2.7. No Interest. Except as provided herein, no Member shall be entitled to receive any interest on any Capital Account balance, including, without limitation, any Capital Contribution by such Member. ARTICLE III DISTRIBUTIONS Section 3.1. Distributions. Subject to ARTICLE X, which shall govern distributions upon the dissolution of the Company, and Sections 3.2, 3.3 and 3.4, distributions of cash and any other property shall be made at such times and in such amounts as the Board of Managers shall determine within forty-five (45) days following the end of each calendar quarter. (a) Distributions Generally. Subject to Section 3.4: (i) the distributions with respect to a calendar quarter shall be made promptly, and in any event within ten (10) Business Days, following the time of determination by the Board of Managers; (ii) the aggregate amount distributed pursuant to this Section 3.1 in respect of the first, second and third calendar quarters shall be equal to (or, with the approval of the Board of Managers, equal to an amount in excess of) 90% of Distributable Income during such quarter; provided, that the Board of Managers may, in its sole discretion, decrease the quarterly distributable amount to no lower than 75% of Distributable Income; (iii) the aggregate amount distributed pursuant to this Section 3.1 in respect of the fourth calendar quarter of a calendar year shall be no less than the excess of (A) 100% of Distributable Income during the first, second, third and fourth quarters of such year over (B) the sum of the aggregate distributions of Distributable Income pursuant to this Section 3.1 in respect of the first, second and third calendar quarters of such year. (iv) In addition to the amounts distributable pursuant to Section 3.1(a)(ii) and (iii), in the event that the amount distributable pursuant to this Section 3.1 for a previous quarter was reduced as a result of Section 3.4 (due to, for example, the need to satisfy the Working Capital Requirements), and, at the time of a quarterly distribution, the Board of Managers determines that the Company has sufficient cash with which to make an additional distribution, then the amount to be distributed in respect of such quarter shall be increased by an amount determined by Board of Managers not to exceed the cumulative amount previously withheld from distribution; (b) Order of Distributions. Subject to Section 3.1(a), Section 3.1(c) and Section 3.1(d), the aggregate amount of Distributable Income distributed in respect of any calendar quarter shall be distributed to the Members as follows: (i) First, with respect to such quarter, one hundred percent (100%) of the Distributable Performance Fees shall be distributed to the Class A Members in proportion to their respective Percentage Class A Interests; (ii) Second, with respect to such quarter, one hundred percent (100%) of the Distributable Income shall be distributed to the Class A Members, on the one hand, and the Class B Members, on the other hand, in proportion to, and to the extent of, their current and accrued but unpaid ACC Income Preference Amount; (iii) Third, with respect to such quarter, one hundred percent (100%) of the Distributable Income shall be distributed to the Class B-1 Members in proportion to their respective Percentage Class B-1 Interests until the aggregate amount distributed with respect to such quarter pursuant to this Section 3.1(b)(iii) equals the Class B-1 Return; and (iv) Thereafter, with respect to such quarter, one hundred percent (100%) of the remaining Distributable Income shall be distributed to the Class A Members, on the one hand, and the Class B-2 Members, on the other hand, in proportion to their respective Percentage Interests. (c) Distributions of MAC Distributable Income Prior to the MAC Conversion Date. Notwithstanding anything to the contrary contained in Section 3.1(b) and subject to Section 3.1(a) and Section 3.1(d), prior to the MAC Conversion Date, the aggregate amount of MAC Distributable Income distributed in respect of any calendar quarter shall be distributed to the Members in accordance with the MAC Agreement as follows: (i) First, with respect to such quarter, an amount equal to (A) the Class B MAC Carried Interest Percentage, multiplied by (B) the MAC Distributable Income shall be distributed to the Class B Members in proportion to their respective Class B MAC Income Percentage; and (ii) Thereafter, with respect to such quarter, one hundred percent (100%) to the Class A Members, on the one hand, and the Class B Members, on the other hand, in proportion to their respective MAC Income Percentages. For the avoidance of doubt, following the MAC Conversion Date, MAC Distributable Income in respect of any calendar quarter shall be included in the Distributable Income for such calendar quarter and shall be distributed to the Members in accordance with Section 3.1(b). Following such time that all distributions with respect to the calendar quarter and year ended December 31, 2024 have been completed, this Section 3.1(c) shall no longer be effective. (d) Distributions of Liquidity Event Proceeds. Subject to ARTICLE X, which shall govern distributions upon the dissolution of the Company, upon the occurrence of a Liquidity Event (x) that, for U.S. federal income tax purposes, is treated as a sale by the Company of its assets or (y) that is treated as a sale by the Members of their Interests, the Company shall distribute the proceeds of any such sale or, in the case of sale of Interests, the Board of Managers shall cause the proceeds of any such sale to be distributed, as applicable, to the Members as follows: (i) First, to the Class A Members in proportion to their respective Percentage Class A Interests until the Class A Members have received pursuant to this Section 3.1(d)(i) an amount equal to the Initial BrightSphere Capital Account Amount; (ii) Second, an amount equal to $116 million to the Class B-2 Members; (iii) Third, to each Member that has made a Non Pro Rata Additional Capital Contribution (in proportion to the ratios determined by dividing the amount of the Unreturned Non Pro Rata Additional Capital Contribution and Unpaid ACC Income Preference Amount of such Member by the aggregate of such amounts with respect to all Members) until each such Member has received pursuant to this Section 3.1(d)(iii) an amount equal to the sum of such Member’s (A) Unreturned Non Pro Rata Additional Capital Contributions and (B) Unpaid ACC Income Preference Amount; and (iv) Thereafter, to the Members in proportion with their respective Liquidation Percentages. Notwithstanding anything to the contrary contained in the Agreement, from and after the occurrence of such a Liquidity Event, until such proceeds are distributed in full to the Members, the Company shall not make any distributions to any Person other than in accordance with this Section 3.1(d). For the avoidance of doubt, if the Company or the Members, as applicable, sell assets or equity in one period in connection with a Liquidity Event, then sell the remainder of the Company’s assets or equity in connection with such Liquidity Event in a later period, the proceeds from the initial sale shall be distributed pursuant to this Section 3.1(d), and the amounts thus distributed shall be credited against amounts otherwise distributable pursuant to this Section 3.1(d) in connection with such Liquidity Event. Section 3.2. Tax Distributions. Notwithstanding Section 3.1 but subject to Sections 3.3 and 3.4(a), the Company shall make distributions to the Members in amounts intended to enable the Members (or any Person whose tax liability is determined by reference to the income of a Member) to discharge their United States federal, state and local income tax liabilities arising from the allocations made pursuant to Section 4.1. The amount distributable pursuant to this Section 3.2 shall be determined by the Board of Managers in good faith, based on the Assumed Income Tax Rate and the amounts allocated to the Members, and otherwise based on such assumptions as the Board of Managers determines to be appropriate. To the extent that a Member previously has received a distribution pursuant to Section 3.1 during any taxable year, such distribution shall (without duplication) reduce the amount, if any, otherwise distributable to such Member pursuant to this Section 3.2 in respect of such taxable year. The amount distributable to any Member pursuant to Section 3.1 shall be reduced by the amount distributed to such Member pursuant to this Section 3.2. Section 3.3. Withholding; Tax Indemnification. The Board of Managers is authorized to withhold from distributions, or with respect to allocations, to the Members and to pay over to any federal, state, local or other governmental authority any amounts required to be so withheld pursuant to the Code or other applicable provisions of any federal, state or local Law. All amounts withheld pursuant to the Code or any provision of any state or local tax with respect to any payment, distribution or allocation to the Company or its Members shall be treated as amounts distributed to the Members pursuant to this ARTICLE III for all purposes under this Agreement. Each Member shall indemnify and hold harmless the Company for all taxes (including interest, penalties and additions to tax) relating to amounts received by such Member from the Company that were required to have been withheld by the Company under applicable Law. Section 3.4. Overriding Provision. (a) Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to any Member if such distribution would violate Section 18-607 of the Act or other applicable Law. (b) Notwithstanding any provision to the contrary contained in this Agreement other than Section 3.2, the Company shall not make any distribution to any Member if, as determined the Board of Managers, in the good faith exercise of its business judgment, the amount of cash remaining at the Company following such distribution or withdrawal would not be sufficient to satisfy Working Capital Requirements or regulatory requirements. ARTICLE IV ALLOCATIONS Section 4.1. Allocations of Net Profit and Net Loss. (a) Net Profit - General. After giving effect to the special allocations under Sections 4.2, 4.3 and 4.4, and subject to Section 4.1(c), Section 4.1(d) and any other agreement between the Members, Net Profit shall be allocated among the Members in the following order and priority: (i) First, Net Profit attributable to Distributable Performance Fees to the Class A Members in proportion to their respective Percentage Class A Interests; (ii) Second, to the Members, in proportion to their respective ACC Income Preference Amounts until the Members have received allocations of Net Profit under this Section 4.1(a)(ii) equal to their respective ACC Income Preference Amounts, as specified in Section 3.1(b)(ii); (iii) Third, to the Class B-1 Members in proportion to their respective Percentage Class B-1 Interests until the Class B-1 Members have received allocations of Net Profit under this Section 4.1(a)(iii) equal to their respective Class B- 1 Returns; (iv) Thereafter, one hundred percent (100%) to the Class A Members and Class B-2 Members in proportion to their respective Percentage Interests. (b) Net Loss - General. After giving effect to the special allocations under Sections 4.2, 4.3 and 4.4, and subject to Section 4.1(c) and Section 4.1(d), Net Loss shall be allocated among the Members in the following order and priority: (i) First, to the Members in proportion to their positive Capital Account balances until such balances are reduced to zero; and (ii) Thereafter, one hundred percent (100%) to the Class A Members and Class B-2 Members in proportion to their respective Percentage Interests. (c) MAC Net Profit. After giving effect to the special allocations under Sections 4.2, 4.3 and 4.4, prior to the MAC Conversion Date, MAC Net Profit shall be allocated among the Members in the following order and priority: (i) First, with respect to such quarter, an amount of MAC Net Profit equal to (A) the Class B MAC Carried Interest Percentage, multiplied by (B) the MAC Distributable Income shall be allocated to the Class B Members; and (ii) Thereafter, with respect to such quarter, to the Class A Members, on the one hand, and the Class B Members, on the other hand, in proportion to their respective MAC Income Percentages. Following such time that all allocations with respect to the calendar quarter and year ended December 31, 2024 have been completed, this Section 4.1(c) shall no longer be effective. (d) MAC Net Loss. After giving effect to the special allocations under Sections 4.2, 4.3 and 4.4, prior to the MAC Conversion Date, MAC Net Loss shall be allocated among the Members in the following order and priority: (i) First, to the Members in inverse order and to the extent of prior allocations of MAC Net Profit under Section 4.1(c)(ii) that have not been matched by distributions pursuant to Section 3.1(c)(ii); (ii) Second, to the Class B Members in inverse order and to the extent of prior allocations of MAC Net Profit under Section 4.1(c)(i) that have not been matched by distributions pursuant to Section 3.1(c)(i); and (iii) Thereafter, to the Members in proportion to their respective MAC Income Percentages. Following such time that all allocations with respect to the calendar quarter and year ended December 31, 2024 have been completed, this Section 4.1(d) shall no longer be effective. Section 4.2. Allocations in Connection with Liquidity Event. Following the occurrence of a Liquidity Event, Net Profit and Net Loss shall be allocated in a manner such that the Capital Account balances of each of the Members shall be equal to (a) the amount that each Member would receive pursuant to Section 3.1(d) if the Company were liquidated at such time and liquidating distributions were then made pursuant to Section 3.1(d), assuming that all Company assets were sold for cash equal to their respective Asset Values and all Company liabilities were satisfied (limited with respect to each nonrecourse liability to the Asset Value of the Company assets securing such liability), minus (b) such Member’s share of “partnership minimum gain” and “partner nonrecourse debt minimum gain”, as defined in the Treasury Regulations, computed immediately before the hypothetical sale of Company assets. Section 4.3. Regulatory and Special Allocations. The following special allocations shall be made in the following order and prior to any allocations of Net Profit or Net Loss pursuant to Section 4.1: (a) Minimum Gain Chargeback. Notwithstanding any other provision of this ARTICLE IV and except as otherwise provided in Treasury Regulation Section 1.704-2(f), if there is a net decrease in “partnership minimum gain” (within the meaning of Treasury Regulations Section 1.704-2(b)(2) and 1.704-2(d)) during any Accounting Period of the Company, each Member shall be specially allocated items of Company income and gain for such Accounting Period (and, if necessary, subsequent Accounting Periods) in an amount equal to such Member’s share of the net decrease in partnership minimum gain, as determined under Treasury Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulation Sections 1.704-2(f) and (j). This Section 4.3(a) is intended to comply with the minimum gain chargeback requirement in such Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith. (b) Partner Minimum Gain Chargeback. Notwithstanding any other provision of this ARTICLE IV, if there is a net decrease in “partner nonrecourse debt minimum gain (within the meaning of Treasury Regulations Section 1.704-2(i)) attributable to a “partner nonrecourse debt” (within the meaning of Treasury Regulations Section 1.704-2(b)(4)), then, each Member who has a share of the partner nonrecourse debt minimum gain attributable to such partner nonrecourse debt, determined in accordance with Treasury Regulation Section 1.704-2(i), shall be specially allocated items of Company income and gain for such Accounting Period (and, if necessary, subsequent Accounting Periods) in an amount equal to such Member’s share of the net decrease in partner nonrecourse debt minimum gain attributable to such partner nonrecourse debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(i)(4) and (j)(2). This Section 4.3(b) is intended to comply with the partner minimum gain chargeback requirement in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith. (c) Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, any deficit balance in such Member’s Capital Account (after giving effect to the adjustments set forth in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)) (an “adjusted capital account deficit”) as quickly as possible; provided, that an allocation pursuant to this Section 4.3(c) shall be made only if and to the extent that such Member would have an adjusted capital account deficit after all other allocations provided for in this Section 4.3 have been tentatively made as if this Section 4.3(c) were not in the Agreement. (d) Nonrecourse Deductions. Any “nonrecourse deductions” (within the meaning of Treasury Regulations Section 1.704-2(b)) for any Accounting Period shall be specially allocated among the Class A Members and Class B-2 Members in proportion to their respective Percentage Interests. (e) Partner Nonrecourse Deductions. Any “partner nonrecourse deductions” (within the meaning of Treasury Regulations Section 1.704-2(i)) for any Accounting Period of the Company shall be allocated to the Member who bears the economic risk of loss with respect to the “partner nonrecourse debt” to which such partner nonrecourse deductions are attributable, in accordance with Treasury Regulation Section 1.704-2(i)(1). (f) Section 754 Adjustment. To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) or Section 743(b) is required, pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(2) or Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Member in complete liquidation of such Member’s interest in the Company, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Members in accordance with their interests in the Company in the event that Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Member to whom such distribution was made in the event that Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4) applies. (g) Curative Allocations. Any special allocations of items of income, gain, loss or deduction pursuant to this Section 4.3 shall be taken into account in computing subsequent allocations pursuant to this Agreement, so that the net amount of any item so allocated and all other items allocated to each Member pursuant to this Agreement shall be equal, to the extent possible, to the net amount that would have been allocated to each Member pursuant to the provisions of this Agreement if such special allocations had not occurred. (h) Special Allocation to BrightSphere. There shall be specially allocated to BrightSphere the amount of any item deductible for federal tax purposes attributable to (i) the operation of the stock appreciation rights program, voluntary deferral plan, long-term incentive program or short-term incentive program of Acadian Asset Management, Inc., through and including the date of such corporation’s merger with and into the Company; or (ii) any severance, termination or similar payment that BrightSphere is required to make to any employee or consultant of the Company pursuant to any employment or consulting agreement to which the Company is a party. Section 4.4. Tax Allocations; Sections 704(c). (a) Except as otherwise provided for in this Section 4.4, each item of income, gain, loss deduction and credit shall be allocated among the Members in the same manner for U.S. federal income tax purposes as the correlative item of book income, gain, loss, deduction and credit is allocated pursuant to this ARTICLE IV. (b) In addition, in accordance with Section 704(c) of the Code and the Treasury Regulations thereunder, items of income, gain, loss, deduction and credit with respect to property contributed to the Company shall, solely for U.S. federal income tax purposes, be allocated so as to take account of any variation between the adjusted tax basis of property at the time of contribution to the Company for U.S. federal income tax purposes and its initial Asset Value at the time of contribution using an allocation method permitted by the Treasury Regulations as determined by the Tax Matters Partner. (c) In the event that the Asset Value of any company asset is adjusted in accordance with this Agreement, subsequent allocations of items of income, gain, loss, deductions and credits with respect to such asset shall take account of any variation between the adjusted tax basis of such asset for U.S. federal income tax purposes and its adjusted Asset Value in a manner consistent with the principles of Section 704(c) and the Treasury Regulations promulgated thereunder. (d) Allocations pursuant to this Section 4.4 are solely for purposes of U.S. federal, state and local income taxes, and shall not affect, or in any way be taken into account in computing, any Member’s Capital Account or share of Net Profit, Net Loss or other items of income, gain, loss, deduction or credit, or distributions, pursuant to any provision of this Agreement. Section 4.5. Advances on Member’s Distributive Shares of Net Profit. The Company shall be authorized to make advances or drawings against a Member’s distributive share of Net Profit in accordance with Treasury Regulation Section 1.731-1(a)(ii). Section 4.6. Transfer or Assignment. In the case of a transfer, assignment or issuance of an Interest, for purposes of determining the Net Profit, Net Loss book income, book loss or other items allocable to any Accounting Period, Net Profit, Net Loss, book income, book loss and such other items shall be determined on a daily, monthly or other basis as determined by the Tax Matters Partner, subject to the approval of a majority of the KELP Managers, such approval not to be unreasonably withheld or delayed, using any permissible method under Section 706 of the Code and the Treasury Regulations thereunder. ARTICLE V MEMBERS Section 5.1. Limited Liability. Except as otherwise provided by the Act or herein, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Member or Manager shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a member or manager of the Company. No Member shall be required to lend any funds to the Company. The liability of each Member for the debts, obligations and liabilities of the Company shall be limited to its Capital Contributions theretofore made to the Company by such Member (or its predecessor in interest) that have not been previously repaid to or withdrawn by such Member (or its predecessor in interest) in accordance with the terms of this Agreement. Section 5.1. Certificates. Ownership of Interests will be evidenced by certificates. The books reflecting the issuance of any certificates shall be kept by the Company. The certificates shall be consecutively numbered and shall be entered in the books of the Company as they are issued and shall exhibit the holder’s name and the percentage ownership represented by the Interests. The certificates shall carry a legend noting the restrictions on the transfer or assignment of the Interests and any other matters as shall be determined by the Company in accordance with the Securities Act of 1933, as amended (the “Securities Act”), or any other federal or state securities or blue sky Laws. The Company may determine the conditions upon which a new certificate may be issued in place of a certificate which is alleged to have been lost, stolen or destroyed and may, in its discretion, require the owner of such certificate or its legal representative to give bond, with sufficient surety, to indemnify the Company and any transfer agent and registrar against any and all loss or claims which may arise by reason of the issuance of a new certificate in the place of the one lost, stolen, or destroyed. ARTICLE VI BOARD; COMMITTEES; OFFICERS; ACTIONS REQUIRING CONSENT OF BOARD Section 6.1. Board. (a) Power and Authority; Number. (i) Except as set forth in this ARTICLE VI and the other provisions of this Agreement or as otherwise required by the Act or other applicable Law, the management, control and operation of and the determination of policy with respect to the Company and its management and other activities shall be vested in a Board of Managers (the “Board” or the “Board of Managers”) (acting directly or through its duly appointed agents), which is hereby authorized and empowered on behalf and in the name of the Company and in its own name, if necessary or appropriate, but subject to the other provisions of this Agreement, to carry out any and all of the purposes of the Company and to perform all acts and enter into and perform all contracts and other undertakings that it may deem necessary, advisable, convenient or incidental thereto. (ii) The Board of Managers shall be comprised of not more than eleven (11) members (each, a “Manager”). No Person who is a Member may also serve as a Manager. Any Manager may resign from the Board upon prior written notice to the Board. (b) BrightSphere Managers. the Board of Directors of BrightSphere Investment Group (the “BSIG Board”) may, at all times, designate up to the number of Managers equal to the number of KELP Managers plus one (the “BrightSphere Managers”). Any BrightSphere Manager may be removed for any reason or for no reason, by BrightSphere in its sole discretion, and any vacancy created by the removal or resignation of an BrightSphere Manager shall be filled only by the BSIG Board. Each BrightSphere Manager shall be entitled to vote on any matter properly brought before the Board. The BrightSphere Managers shall collectively be entitled to the number of votes equal to the number of KELP Managers on the Board at the time of such meeting, plus one (e.g., if there are three KELP Managers on the Board, the BrightSphere Managers shall collectively be entitled to four votes regardless of the number of BrightSphere Managers in attendance at such meeting). (c) KELP Managers. No more than five (5) Managers (the “KELP Managers”) shall be appointed as Managers in accordance with procedures as set forth in this Section 6.1(c). The KELP Managers shall consist of (i) the Chief Executive Officer of the Company, (ii) the Chief Investment Officer of the Company and (iii) up to three (3) KELP Partners as mutually agreed by the Chief Executive Officer of the Company and the Chief Investment Officer of the Company (or, in the event there is: (A) no Chief Executive Officer, as determined by the Chief Investment Officer in his or her sole discretion; (B) no Chief Investment Officer, as determined by the Chief Executive Officer in his or her sole discretion; or (C) no Chief Executive Officer and no Chief Investment Officer, as determined by a majority of the remaining KELP Managers). At such time that a KELP Manager shall cease to be an employee of the Company or otherwise as mutually agreed by the Chief Executive Officer of the Company and the Chief Investment Officer of the Company (or, in the event there is: (A) no Chief Executive Officer, as determined by the Chief Investment Officer in his or her sole discretion; (B) no Chief Investment Officer, as determined by the Chief Executive Officer in his or her sole discretion; or (C) no Chief Executive Officer and no Chief Investment Officer, as determined by a majority of the remaining KELP Managers), such KELP Manager shall automatically cease to be a KELP Manager without any further action required to be taken. A KELP Manager may not be removed by any Member except as set forth herein. Any vacancy created by the resignation or automatic removal of a KELP Manager shall be filled as mutually agreed by the Chief Executive Officer of the Company and the Chief Investment Officer of the Company (or, in the event there is: (A) no Chief Executive Officer, as determined by the Chief Investment Officer in his or her sole discretion; (B) no Chief Investment Officer, as determined by the Chief Executive Officer in his or her sole discretion; or (C) no Chief Executive Officer and no Chief Investment Officer, as determined by a majority of the remaining KELP Managers). Each KELP Manager shall be entitled to one vote on any matter properly brought before the Board. (d) Approval Requirements. Subject to Section 6.7 hereof, the Board shall take actions with the approval of a majority of the voting power of the Board in accordance with Section 6.1(b) (the “Consent of the Board of Managers”); provided, that until the KELP Rights Expiration Date (except as provided otherwise in this Section 6.1(d) or the Bonus Plan), the Board may only take action with the approval of a majority of the KELP Managers with respect to: (i) The admission of a Member (provided that no Member may be admitted that would have the effect of diluting the economic interests of the Class B-1 Interests or Class B-2 Interests without the approval of a majority of the KELP Managers through December 31, 2027); (ii) Any material reduction in benefits or base salaries provided to employees of the Company; (iii) Any material change to the policies or method of calculating pre-bonus, pre-tax profits of the Company; (iv) Any acquisition by the Company of another business, or any merger or business combination of another business into the Company; (v) The appointment of a Chairman of the Board who is not a KELP Manager; and (vi) The determinations of the Board of Managers with respect to the denial of indemnification set forth in Section 7.1(a) and 7.1(b). (e) Actions of the Board. All decisions or actions of the Board shall be consistent with the then-current Approved Budget; provided, that the Board and/or the Company may exceed budgeted expenses in respect of all or any portion of a calendar year ending on March 31, June 30, September 30 or December 31 so long as the Company is reasonably expected to achieve the profit forecast in respect of such period. The Board shall review revised financial forecasts at all quarterly meetings and shall modify the then-current Approved Budget as appropriate based on such financial forecasts. The Members agree that the Company and the Board of Managers shall be subject to and operate pursuant to the Notification and Authority Framework as applied to the Company on or about February 1, 2018 by BrightSphere (the “Framework”) to the extent the Framework does not conflict with the provisions of this Agreement. The Members acknowledge and agree that BrightSphere or BS Inc. may from time to time amend or modify the Framework, in the sole discretion of BrightSphere or BS Inc.; provided, that such amended Framework shall only apply to the Company to the extent the amended or modified provisions are (i) not inconsistent with the provisions of this Agreement or (ii) necessary to comply with changes in the law and regulation applicable to the Company. BrightSphere shall provide any such amendment or modification to the Board of Managers. The Board of Managers shall operate in accordance with the meeting procedures set forth in Section 6.3. Section 6.2. Committees. The Company shall establish an executive committee (the “Executive Committee”), a compensation committee (the “Compensation Committee”) and any other committee that is required under the Framework (as the same may be amended in accordance with Section 6.1(e)) (collectively, the “Standing Committees”), in the manner and with such power and authority as is as set forth below in this Section 6.2. The Board may also establish such other committees with such other powers and authority as the Board shall determine; provided, that such delegation of authority shall not infringe on, or otherwise diminish, the power and authority of any Standing Committee. The power and authority of any committee established by the Board of Managers under this Section 6.2 shall not exceed the power and authority possessed by the Board of Managers under this Agreement and shall be exercised subject to all separate consent rights of BrightSphere and supermajority consent rights of the Board of Managers under this Agreement. Such committees shall operate in accordance with the meeting procedures set forth in Section 6.3. (a) Compensation Committee. (i) The Compensation Committee shall be comprised of up to six (6) individuals consisting of (A) the KELP Managers and (B) one (1) BrightSphere Manager who shall be appointed and may be removed, for any reason or no reason, by the BSIG Board in its sole discretion. The Compensation Committee shall meet at least twice a year during or prior to the time of each of the Trading Windows in such year. (ii) The Compensation Committee shall make all decisions with respect to the following matters: (A) compensation of Company employees (other than any Company employee who is also an executive officer (as defined in Rule 3b-7 under the Securities Exchange Act of 1934, as amended) of BrightSphere Investment Group (a “BSIG Executive Officer”), whose compensation shall be determined by the BSIG Board or the compensation committee thereof (the “BSIG Compensation Committee”)), including, without limitation, (1) the allocation among such Company employees of the Bonus Pool from the Bonus Plan and the Deferred Compensation Pool from the Deferred Compensation Plan; (2) changes to base salaries or employee benefits; and (3) approval of the portion of bonuses of such Company employees who do not hold Interests indirectly through the KELP; (B) allocation of KELP interests offered by the KELP among Eligible Employees, for each Trading Window (including over multiple Trading Windows); provided, that no KELP interests shall be allocated to any Company employee who is also a BSIG Executive Officer; (C) designation of Eligible Employees who may purchase KELP Points from the KELP for each Trading Window (including over multiple Trading Windows); (D) waiver of any requirement of purchases or sales of KELP interests; (E) re-offers of KELP Points to the extent set forth in Article VIII of the KELP Agreement; and (F) all matters for which the Compensation Committee makes determinations or exercises discretion as provided in this Agreement, the KELP Agreement, the Bonus Plan, the Deferred Compensation Plan and any employment or consulting agreement between the Company and a KELP Partner. (iii) The Chief Executive Officer of BrightSphere, in his or her capacity as Chief Executive Officer of BrightSphere, or another designee selected from the BSIG Board by the BSIG Board from time to time (the “BSIG Designee”) shall have the right to veto, modify and reapportion any decision made by the Compensation Committee; provided, that (A) the BSIG Designee shall not be permitted to exercise such veto to reject, modify or reapportion the proposed allocations from the Bonus Plan recommended by the Compensation Committee with respect to any employee of the Company with total annual compensation in excess of $250,000 if such veto, modification or reapportionment would result in the allocation to such employee to be reduced by more than 33% from the allocation initially recommended by the Compensation Committee; provided, however, that should the Compensation Committee recommend that any such employee be allocated 15% or more of (I) the total Bonus Pool from the Bonus Plan or (II) the total Deferred Compensation Pool from the Deferred Compensation Plan, the BSIG Designee shall maintain such right to veto, modify and reapportion the Compensation Committee decision with respect to such employee and (B) the BSIG Designee shall not have the right to veto, modify or reapportion any bonus allocation approved by the Compensation Committee with respect to any employee whose total annual compensation is equal to or less than $250,000. (b) Executive Committee. The Executive Committee shall be comprised of up to 12 individuals to be selected by the KELP Managers. Each member of the Executive Committee shall be a voting member of the Committee. Subject to the Framework (as the same may be amended in accordance with Section 6.1(e)) and Section 6.7 hereof, the Executive Committee shall have control over (i) the day-to-day operations of the business of the Company, subject to operating within the Approved Budget (as the same may be varied in accordance with Section 6.1(e)), such control to include the right and power, on behalf of the Company without any further consent of the Members being required (A) to perform all normal business functions, and otherwise operate and manage the business and affairs of the Company in accordance with and as limited by this Agreement, (B) to employ and dismiss from employment any and all employees, agents, attorneys and consultants of the Company and (C) to enter into contracts and other agreements with respect to the provision of investment management services and the conduct of the Company’s business generally and (ii) the investment philosophy, investment processes and relationships with investment advisory clients of the Company. For the avoidance of doubt, the Board of Managers also has the right and power to dismiss from employment any and all employees, agents, attorneys and consultants of the Company. Section 6.3. Procedures. (a) Except as otherwise provided by this Agreement, the Board and each Committee (i) shall approve matters by a majority of the Managers of the Board or such Committee, as the case may be, (ii) may act by approval granted either at a meeting of the Board or Committee, as applicable, or by a writing executed by a sufficient number of Managers or such Committee, as the case may be, to approve such action, and such writing is filed with the records of the Board or Committee, as applicable, and (iii) shall act in accordance with such other rules and procedures as may be approved by a majority of the Managers of the Board or such Committee, as applicable, consistent with the provisions of this Agreement. (b) Any Board or Committee member may, by a writing, grant a proxy to any other member of the Board or such Committee, as the case may be, permitting such other member to vote in approval of any matter within the scope of such proxy. (c) The Board shall have a Chairman who shall serve in such capacity until such time as a successor is elected and qualified or until such Chairman’s earlier death, resignation or removal as Chairman. The Board shall have the right to replace and appoint the Chairman from the members of the Board who shall be a KELP Manager, except as set forth in Section 6.1(d). The Chairman shall preside at all meetings of the Board at which he or she shall be present and shall perform such other duties and exercise such powers as may from time to time be prescribed by the Board. The Chairman shall also set the agenda for any meetings of the Board and shall have an opportunity to review any materials distributed to the Board in connection with meetings of the Board. (d) Regular meetings of the Board of Managers shall be held at such times and places within or without the State of Delaware fixed by resolution of the Board of Managers, and shall be held not less frequently than quarterly. The Chief Executive Officer of the Company, the Chairman, a majority of the Managers or any BrightSphere Manager may convene a special meeting of the Board. (e) Notice of any special meeting of the Board or of any change in the time or place of a regularly scheduled meeting, which shall state the time and place of the meeting, shall be given to all Managers by U.S. mail, overnight delivery or facsimile (in each case with a copy provided by e-mail) or by e-mail, at least 48 hours (and in no event less than one (1) Business Day) before such meeting, addressed to such Manager at such Manager’s usual or last known business or residence mailing address, facsimile, or business e-mail address, as applicable, or by telephone or delivery in person, in each case with a copy provided by e- mail to such Manager at such Manager’s usual or last known business e-mail address, at least 24 hours before the meeting; provided, that notice of a meeting need not be given to any Manager who signs a waiver of notice or a consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such Manager. (f) A majority of the Managers present, whether or not a quorum is present, may adjourn any meeting to another time and place. If the meeting is adjourned for more than twenty-four (24) hours, notice of any adjournment to another time or place shall be given prior to the time of the adjourned meeting to the Managers who were not present at the time of the adjournment. Managers may participate in a meeting through use of conference telephone, video conference or similar communications equipment, so long as all Managers participating in such meeting can hear one another or by any other means permitted by Law. Participation in a meeting pursuant to this paragraph constitutes presence in person at such meeting. (g) Except as may be otherwise provided by Law or by this Agreement, at any meeting of the Board of Managers, a majority of the Managers then in office, present in person or by proxy, shall constitute a quorum; provided, that, (i) subject to Section 6.1(d) and Section 6.7, the Board shall take no action without the Consent of the Board of Managers and (ii) the presence of at least one (1) BrightSphere Manager, in person or by proxy, shall be required for a quorum of the Managers. (h) No Manager shall be paid compensation or fees for such Manager’s services as Manager, but each Manager shall be reimbursed by the Company for such Manager’s reasonable expenses incurred in the performance of such Manager’s duties as Manager as the Board of Managers from time to time may determine by the Consent of the Board of Managers. Nothing contained in this Section 6.3(h) shall be construed to preclude any Manager from serving the Company in any other capacity and receiving reasonable compensation therefor. (i) Each Committee shall meet where, when and as provided by such rules or by resolution of the Board of Managers; provided, that the Compensation Committee shall not meet before the fifteenth day following receipt by the BSIG Designee of compensation recommendations from Company management. Except as the Board of Managers may otherwise determine, a majority of the voting members of the Committee then constituting the membership of any such committee shall constitute a quorum for the transaction of business and in the case of the Compensation Committee, the BrightSphere Manager who is a member of the Compensation Committee (or such member’s proxy) must participate in such meeting. Section 6.4. Officers. (a) Appointment and Term of Office. Subject to Section 6.7 hereof, officers of the Company (“Officers”) shall be appointed from time to time by the Executive Committee in its sole discretion, and each such officer shall hold office until a successor is appointed or until such officer’s earlier death, resignation or removal in the manner hereinafter provided. Each Officer shall have such authority and shall perform such duties as may be provided in this Agreement or as the Executive Committee may from time to time prescribe. No such appointment by the Executive Committee by itself shall cause any member of such committee to cease to be a “manager” of the Company within the meaning of the Act or this Agreement or restrict the ability of such committee to exercise the powers so delegated. The power and authority of any Officer appointed by the Executive Committee under this Section 6.4 shall not exceed the power and authority possessed by such committee under this Agreement and shall be exercised subject to all separate consent rights of BrightSphere under this Agreement. Unless the authority of the Officer designated as the officer in question is limited in the document appointing such Officer or is otherwise specified by the Executive Committee, any Officer so appointed shall have the same authority to act for the Company as a corresponding officer of a Delaware corporation would customarily have to act for a Delaware corporation in the absence of a specific delegation of authority. Any two or more offices may be held by the same person. The compensation of all Officers shall be fixed by the Compensation Committee; notwithstanding the foregoing, if any Officer is also a BSIG Executive Officer, such Officer’s compensation shall be subject to the approval of the BSIG Board or the BSIG Compensation Committee. Unless the Chief Executive Officer is also the Chief Executive Officer of BrightSphere Investment Group, the Chief Executive Officer of the Company shall report directly to the Chief Executive Officer of BrightSphere. (b) Resignation and Removal. Any Officer may resign at any time by giving oral or written notice to the appropriate person: in the case of the Chief Executive Officer, such notice must be given to the Chairman of the Board or, (i) if such person is the Chairman of the Board, to the Chief Executive Officer of BrightSphere and (ii) if such person is the Chief Executive Officer of BrightSphere Investment Group, to the chair of the BSIG Board, and for all other Officers, such notice must be given to, at the Officer’s election, the Chief Executive Officer, the Secretary, the Director of Human Resources of the Company or to the Officer’s immediate manager and such resignation shall take effect after the giving of such notice at the time specified therein or, if the time when it shall become effective shall not be specified therein, when accepted by action of a majority of the KELP Managers. Except as aforesaid, the acceptance of such resignation shall not be necessary to make it effective. All Officers shall be subject to removal at any time by the Board, for any reason or for no reason. If any office shall become vacant, a replacement Officer shall be appointed by a majority of the KELP Managers, subject to Section 6.7. (c) Secretary. The Secretary shall keep the records of all meetings and written actions of Members, the Board and the Committees and shall be the custodian of all contracts, deeds, documents and all other indicia of title to properties owned by the Company and of its other company records and in general shall perform all duties and have all powers incident to the office of the secretary of a corporation organized under the Delaware General Corporation Law and shall perform such other duties and exercise such other powers as may from time to time be prescribed by a majority of the KELP Managers. The duties of the Secretary may be performed by one or more employees or agents of the Company to be appointed by the Secretary with the consent of a majority of the KELP Managers. (d) Agreements. All KELP Partners and any other Persons determined by a majority of the KELP Managers shall be required to execute and be subject to customary non-solicitation, confidentiality and invention assignment agreements, as well as other customary agreements as determined by a majority of the KELP Managers in consultation with the Company’s Director of Human Resources. Section 6.5. “Managers”; Power to Bind the Company. Each voting member of the Board shall be a “manager” of the Company as such term is used in the Act. The Chief Executive Officer and the other Officers of the Company shall have the authority to sign agreements, contracts, instruments or other documents in the name of and on behalf of the Company, as shall be determined by a majority of the KELP Managers. A majority of the KELP Managers may authorize any other Person to sign agreements, contracts, instruments or other documents in the name of and on behalf of the Company, and such authority may be general or limited to specific instances. Except with respect to BrightSphere in its capacity as Tax Matters Partner, no Member or Manager acting individually in its capacity as a Member or Manager shall have any authority, power or privilege to act on behalf of or to bind the Company. Section 6.6. Standard of Care for Managers; Liability of Covered Persons. (a) General. Each Manager shall perform his or her duties hereunder in good faith and in a manner reasonably believed to be in or not contrary to the best interests of the Company. No Covered Person shall be liable to the Company or any Member for any act or omission, including any mistake of fact or error in judgment, taken, suffered or made by such Covered Person in good faith and in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person by this Agreement; provided, that such act or omission does not constitute Disabling Conduct. No Member shall be liable to the Company or any Member for any action taken by any other Member. (b) Reliance. A Covered Person shall incur no liability in acting in good faith upon any signature or writing believed by such Covered Person to be genuine, may rely on a certificate signed by an executive officer of any Person in order to ascertain any fact with respect to such Person or within such Person’s knowledge, and may rely on an opinion of counsel selected by such Covered Person with respect to legal matters, except to the extent that such belief, reliance or selection constituted Disabling Conduct. Each Covered Person may act directly or through such Covered Person’s agents or attorneys. Each Covered Person may consult with counsel, appraisers, engineers, accountants and other skilled Persons selected by such Covered Person, and shall not be liable for anything done, suffered or omitted in reasonable reliance upon the advice of any of such Persons, except to the extent that such selection or reliance constituted Disabling Conduct. No Covered Person shall be liable to the Company or any Member for any error of judgment made in good faith by an officer or employee of such Covered Person; provided, that such error does not constitute Disabling Conduct of such Covered Person. (c) Fiduciary Duties. Notwithstanding any other provision of this Agreement or any other provision of law or equity and to the fullest extent permitted by law, the Members agree that none of BrightSphere (and any Person that owns equity interests of BrightSphere either directly or indirectly, including BS Inc. or BrightSphere Investment Group), the KELP, any BrightSphere Manager(s), or any Officer who is also an officer of BrightSphere Investment Group shall owe any duties (including fiduciary duties) to any Member, the Company or any other Person bound by this Agreement, other than the duties and obligations of such Member, BrightSphere Manager(s) or Officer(s) expressly set forth in this Agreement, provided, however, that nothing in this Section 6.6(c) shall eliminate any implied contractual covenant of good faith and fair dealing. To the extent that, at law or in equity, a Person has duties (including fiduciary duties) and liabilities relating thereto to the Company or to any Member, the Person acting under this Agreement shall not be liable to the Company or to any Member for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities of a Person to any Member, the Company or any other Person bound by this Agreement otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of the Person. The Company and each of the Members expressly acknowledge that none of BrightSphere (and any Person that owns equity interests of BrightSphere either directly or indirectly, including BS Inc. and BrightSphere Investment Group), any BrightSphere Manager or any Officer who is also an officer of BrightSphere Investment Group is under any obligation to consider the separate interests of any Member (including the tax consequences to any Member) in deciding whether to take, or cause the Company to take (or decline to take), any actions, and that none of BrightSphere (and such Person), any BrightSphere Manager or any Officer who is also an officer of BrightSphere Investment Group shall be liable for monetary damages for losses sustained, liabilities incurred or benefits not derived by any Member in connection with such decisions. Section 6.7. Actions Requiring Consent of the Board of Managers. Notwithstanding any other provision of this Agreement, the following actions on behalf of the Company shall require the Consent of the Board of Managers: (a) amending this Agreement, subject to Section 13.6, or the Certificate of Formation; (b) incurring any obligation for borrowed money, except as provided in Section 2.5(b) hereof; (c) entering into transactions with Affiliates or Related Parties of the Company or any Member or Manager other than in the ordinary course of business on arm’s length terms, except as provided in Section 2.5(b) hereof; (d) filing any lawsuit by or on behalf of the Company in any federal, state or local court; (e) entering into any agreement or transaction or series of related agreements or transactions out of the ordinary course of business for the sale, exchange or transfer of any assets of the Company with a value in excess of $50,000; (f) issuing, selling or consenting to the Transfer of any Interest to any Person or permitting or authorizing the issuance or creation of any other direct or indirect interests, or rights to acquire any other direct or indirect interest, in the Company; (g) redeeming any Interest or loaning monies to any Person, except as provided in Section 2.5(b) hereof; (h) adopting or modifying the Approved Budget and business plan; (i) pledging Company assets as security for any obligation or otherwise encumbering Company assets; (j) entering into any consent decree, settlement or negotiation with a government regulatory or enforcement agency; (k) entering into any consent decree or settlement as a result of legal action from a private party; (l) assuming any third-party liability or providing a guarantee outside the ordinary course of business; (m) creating any subsidiary, entering into an agreement of partnership or becoming a member of a limited liability company, a partner (general or limited) of a partnership or a limited liability limited partnership or a joint venture, or a shareholder of a corporation; becoming a trustee of a trust or business trust; provided that this provision shall not apply to a commingled investment vehicle established by the Company in the ordinary course of business consistent with past practice; (n) merging or entering into an agreement to merge or enter into a joint venture agreement or other form of strategic alliance; (o) appointing officers of the Company having the title of President or Executive Vice President or a “C”-level title, including Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Chief Compliance Officer, Chief Investment Officer, Head of Global Marketing & Client Service or Chief Sales and Marketing Officer (or, in each case, any office or officer with responsibilities commensurate with any of the foregoing titles); (p) appointing, retaining or terminating a firm of independent public accountants for the preparation of the Company’s financial statements set forth in Section 9.5 hereof; (q) changing the nature of the Company’s business or its overall policies; (r) commencing any voluntary bankruptcy, insolvency or similar proceeding with the Company as debtor; (s) dissolving, liquidating or winding up the operations or any portion of the operations of the Company; (t) making any tax elections; (u) entering into any non-competition or other similar agreement that restricts or limits the actions of the Company; (v) entering into any other transaction or series of related transactions out of the ordinary course of business; or (w) consummating a Liquidity Event. Section 6.8. Covenants Regarding OFAC. Neither the Company, nor any Member or Manager, nor any of their respective Affiliates, nor any of their respective employees, officers, directors, representatives or agents is, nor will they become, a Person with whom U.S. Persons are restricted from doing business under regulations of the Office of Foreign Asset Control (“OFAC”) of the Department of the Treasury (including those named on OFAC’s Specially Designated and Blocked Persons List) or under any statute, executive order (including the September 24, 2001 Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action and is not and will not engage in any dealings or transactions or be otherwise associated with such Persons. Neither the Company, nor any Member or Manager, nor any of their respective Affiliates, nor any of their respective employees, officers, directors, representatives or agents, has taken or will take any action that would constitute a violation of the USA Patriot Act, P.L. 107-56, 1115 Stat. 272 (2001), as amended, including without limitation the anti-money laundering provisions thereof. Section 6.9. Approved Budget. Subject to Section 6.7 hereof, the Chief Executive Officer of the Company shall be responsible for the preparation of a budget and business plan for each Fiscal Year and shall submit such proposed budget and business plan to the Board of Managers for preliminary approval. If approved by the Board of Managers, such proposed budget and business plan shall be submitted by the Chief Executive Officer of the Company or his designee to the BSIG Board for final approval. Such proposed budget and business plan shall become final and binding upon approval of such proposed budget and business plan by the BSIG Board unless the BSIG Board objects within 90 days of receipt of such proposed budget and plan; provided, that such budget and business plan shall become final and binding prior to the end of such 90 day period if the BSIG Board expressly consents prior to the end of such 90 day period. If the BSIG Board notifies the Chief Executive Officer of the Company of any objection(s) to the proposed budget and business plan within such period, the Chief Executive Officer of the Company shall revise and resubmit such proposed budget and business plan to the Board of Managers, and, if then approved by the Board of Managers, such proposed budget and business plan shall be resubmitted by the Chief Executive Officer of the Company to the BSIG Board. The same procedures for approval, objection, revision and resubmission shall be applicable until final approval of a proposed budget and business plan by the BSIG Board; provided, that if such final approval is not obtained, the budget and business plan then in effect will continue. Upon such final approval or expiry of the review period set forth in this Section, such budget and business plan shall be the “Approved Budget” for the relevant period. Subject to Section 6.7 hereof, not later than 30 days prior to any fiscal quarter, the Chief Executive Officer of the Company may submit proposed changes to the then Approved Budget for such subsequent fiscal quarter as he or she shall deem necessary. Such changes shall be subject to the same approval process as the initially proposed budget and to the extent finally approved by the BSIG Board shall modify the previously Approved Budget, and the modified budget and business plan shall thereupon be the Approved Budget for the relevant period. ARTICLE VII INDEMNIFICATION Section 7.1. Indemnity. (a) General. Except as provided in this Section 7.1, the Company shall indemnify BrightSphere, BS Inc., BrightSphere Investment Group and any Member or Manager (including Members and Managers who serve at the Company’s request as directors, Officers, managers, members, partners, employees or other agents of another organization or who serve at its request in any capacity including with respect to any employee benefit plan; such service is hereafter described as serving in a representative capacity) (each, a “Indemnified Person”) against expenses, including reasonable attorney’s fees, and against the amount of any judgment, money, decree, fine, penalty, or settlement, necessarily paid or incurred by such Indemnified Person in connection with or arising out of any claim, or any civil or criminal action, suit, or other proceeding of whatever nature brought against such Indemnified Person (other than an action brought by or in the right of the Company) by reason of such Indemnified Person being or having been a Manager or Member, serving or having served in a representative capacity, or acting or having acted, or failing to act or to have acted, pursuant to authority granted by this Agreement; provided, that any indemnity under this Section 7.1 shall be provided out of and only to the extent of the Company’s assets, and no Member or Manager shall have personal liability on account thereof. The foregoing indemnification shall be conditioned, however, upon the Indemnified Person seeking it, at all times and from time to time, fully cooperating with and assisting the Company and its counsel in any reasonable manner with respect to protecting or pursuing the Company’s interests in any matter relating to the subject matter of the claim, action, suit or other proceeding for which indemnification is sought. No indemnification shall be provided for any Indemnified Person (i) if such Indemnified Person has committed fraud, gross negligence or willful misconduct as reasonably determined by the Board of Managers, (ii) with respect to any matter as to which the Board of Managers determines that such Indemnified Person did not act in good faith in the reasonable belief that such Indemnified Person’s action was in the best interest of the Company or, to the extent that such matter relates to service with respect to any employee benefit plan, in the best interests of the participants, or the beneficiaries of such employee benefit plan, or (iii) with respect to any criminal action or proceeding, if such Indemnified Person had reasonable cause to believe that such Indemnified Person’s conduct was unlawful. In the event an Indemnified Person is a Manager, any decision of the Board of Managers referred to in the preceding sentence shall be made by the Board of Managers without the vote of that Manager. Notwithstanding the foregoing, the Company shall not provide indemnification for any former Manager or Member who, in the reasonable judgment of the Board of Managers, was in serious or repeated breach of its duties as a Manager or Member. Any employee of or agent for the Company may be indemnified in such manner as the Board of Managers determines. (b) Expenses. If an Indemnified Person provides the Board of Managers with evidence that demonstrates to the reasonable satisfaction of the Board of Managers that such Indemnified Person is reasonably likely to prevail on the merits of such matter, expenses reasonably incurred in defending any claim, action, suit or proceeding of the character described in Section 7.1(a) shall be advanced by the Company prior to the final disposition of such claim, action, suit or proceeding upon receipt of a written undertaking by or on behalf of the recipient to repay all such advances if it is ultimately determined that such Indemnified Person is not entitled to indemnification pursuant to Section 7.1(a). (c) Outside Interests. BrightSphere and any of its Affiliates except the Company may engage in and possess interests in other business ventures and investment opportunities (unconnected with the Company) of every kind and description, independently or with others, including without limitation serving as member, manager or partner of other limited liability companies and partnerships. The Company and each of the Members acknowledge and agree that (i) the corporate opportunity doctrine (or any analogous doctrine) under the Act and applicable federal statutes shall not apply with respect to BrightSphere or any of its Affiliates, managers, directors, officers, employees, or holders of its or its Affiliates’ respective equity securities, and (ii) neither the Company nor any Member shall have, and each such Person hereby renounces, any rights in or to such independent business ventures or investment opportunities or the income or profits therefrom by virtue of this Agreement. (d) Survival of Protection. The provisions of this Section 7.1 shall continue to afford protection to each Indemnified Person regardless of whether such Indemnified Person remains in the position or capacity pursuant to which such Indemnified Person became entitled to indemnification under this Section 7.1 and regardless of any subsequent amendment to this Agreement, and no amendment to this Agreement shall reduce or restrict the extent to which these indemnification provisions apply to actions taken or omissions made prior to the date of such amendment. (e) Rights Cumulative. The right of any Indemnified Person to the indemnification provided herein shall be cumulative with, and in addition to, any and all rights to which such Indemnified Person may otherwise be entitled by contract or as a matter of law or equity and shall extend to such Indemnified Person’s successors, assigns, heirs and legal representatives. ARTICLE VIII TRANSFERS OF INTERESTS; ADDITIONAL MEMBERS; RESIGNATIONS Section 8.1. Transfers. (a) General. Subject to this Article VIII, (i) except with the prior written consent of BrightSphere in its sole discretion (which consent may be subject to the requirement that the transferee shall have received a copy of the Company’s most recent audited financial statements and such other information as determined by the Compensation Committee no later than five (5) Business Days prior to such Transfer), no Member other than BrightSphere may directly or indirectly Transfer all or any portion of such Member’s Interest or any rights therein, and (ii) BrightSphere and any of its successors and assigns, in its sole discretion, may directly or indirectly Transfer all or any portion of its Interest or any rights therein to any transferee without any restriction or limitation. (b) Restrictions. Subject to Section 6.1(d)(i), no transferee of an Interest shall be admitted as a Member (i) without the prior written consent of BrightSphere in its sole discretion and (ii) unless such transferee first executes a counterpart of the signature page of this Agreement and/or any other agreements, documents or instruments specified by the Board or BrightSphere. Upon obtaining such consent and upon the execution of such signature page and/or such other agreements, documents and instruments, such transferee shall be admitted as a Member and shall have all of the rights and powers and be subject to the restrictions and liabilities of a Member hereunder. Any such admission shall be deemed effective as of simultaneous with the applicable Transfer. (c) Admissions. In connection with any admission of a new Member, the Board shall revise the books and records of the Company to reflect the inclusion of the additional Member and shall notify the other Members of such admission in writing. (d) Transfers in Violation of this Agreement. In the event of any attempted or purported Transfer in contravention of any of the provisions in this Agreement, such attempted or purported Transfer shall be null and void and ineffective to Transfer any Interest in the Company and shall not bind, or be recognized by or on the books of, the Company, and any attempted or purported transferee in such Transfer shall not be or be treated as or deemed to be a Member for any purpose. In the event of such attempted or purported Transfer in contravention of any of the provisions of this Agreement, then the Company and each other Member shall, in addition to all rights and remedies at law and equity, be entitled to a decree or order restraining and enjoining such Transfer, and the offending Member shall not plead in defense thereto that there would be an adequate remedy at law; it being expressly hereby acknowledged and agreed that damages at law would be an inadequate remedy for a breach or threatened breach of the provisions set forth in this Agreement concerning any such attempted or purported Transfer. (e) Court Ordered Transfers. In the event of any Transfer which, notwithstanding having been prohibited by the terms of this Agreement, is mandated by a court of final jurisdiction, the transferee shall have no voting or consent rights hereunder unless otherwise required by the Act. (f) Issuance of Class B Interests. During the term of this Agreement and subject to Section 6.7 hereof, the Company shall not issue any Class B Interests to BrightSphere or any Affiliate of BrightSphere without the prior written consent of the KELP. (g) Compliance with Securities Laws. Notwithstanding anything to the contrary herein, the Company shall not issue any Interest, and no Member shall Transfer its Interest, to the extent that such issuance or Transfer would violate the Securities Act or any other federal or state securities or blue sky Laws. Section 8.2. Resignations, Etc. No Member may resign or withdraw from the Company prior to the termination of the Company pursuant to ARTICLE X without the prior written consent of BrightSphere in its sole discretion. Section 8.3. Mandatory Sale. (a) If at any time the Board desires to cause all Members to Transfer all (or any pro rata share) of their respective Interests to any potential transferee (or transferees) in connection with a proposed Liquidity Event (other than clause (c) of the definition of Liquidity Event) (the “Proposed Mandatory Sale”), the Board, subject to Section 6.1(d), 6.1(e) and 6.7, as applicable, shall have the right to require that all Members Transfer all (or such pro rata share of) their respective Interests to such transferee (or transferees) on substantially the same terms and conditions as the Proposed Mandatory Sale. The Board shall provide written notice to the KELP Managers within five (5) days of the execution of any confidentiality agreement related to any transaction that would reasonably be expected to lead to, and was entered into for the purpose (whether or not the sole purpose) of, pursuing a Liquidity Event. The Members agree to execute a similar confidentiality agreement, if necessary, in order to participate in the due diligence or other discussions that may lead to a Liquidity Event; provided, that, pursuant to the terms of such similar confidentiality agreement, (i) the KELP shall be permitted to provide confidential information to its professional advisors (including investment bankers, lawyers and accountants) on customary terms and to financing sources (including private equity firms and lenders) in order to permit the KELP to raise equity and/or debt financing in connection with the exercise of its rights under this Section 8.3 and (ii) the KELP shall be permitted to disclose the existence and potential terms of a proposed transaction to the KELP Managers to the extent that the KELP, in good faith, determines that such disclosure is appropriate or desirable. The KELP shall, and shall cause any Person to whom the KELP has provided such confidential information to, promptly return to the Company and/or destroy all such confidential information no later than five (5) Business Days after the Board notifies the KELP that negotiations or discussions with such proposed transferee related to such transaction have ended. The KELP shall not thereafter use any such confidential information except as permitted under this Agreement, and shall cause any Person to whom the KELP has provided such confidential information not to thereafter use any such confidential information. (b) The Board shall provide written notice to the Members (the “Required Sale Notice”) of a Proposed Mandatory Sale no later than fifteen (15) days after the Board and BrightSphere have approved the term sheet, if any, for such Proposed Mandatory Sale. The Required Sale Notice shall identify such potential transferee (or transferees), all material terms of the Proposed Mandatory Sale and the expected date of closing. (c) Subject to and in accordance with this Section 8.3, upon the closing of any Transfer by one or more Members of all (or such pro rata share) of their respective Interests as described in a Required Sale Notice and in connection with a Proposed Mandatory Sale, such transferee (or transferees) shall pay to each Member the consideration payable to such Member in connection with the Proposed Mandatory Sale of all (or such pro rata share) of the Interests of the Company to such transferee (or transferees), and the Interest (or such pro rata share) of all such Members shall be deemed Transferred to such transferee (or transferees). In the event of any Transfer pursuant to this Section 8.3, all of the Proceeds of such Transfer shall be distributed at, or following, the closing of such Transfer to the Members in accordance with Section 3.1(d). All payments shall be by wire transfer pursuant to instructions to be provided by the payment recipient no later than two (2) Business Days prior to the closing, or by such other methods as may be agreed by the payor and payee. ARTICLE IX BOOKS; ACCOUNTING; TAX ELECTIONS; REPORTS Section 9.1. Books and Records. The Board shall keep, or cause to be kept, complete and accurate books and records of account of the Company. The books of the Company shall be maintained in accordance with generally accepted accounting principles consistently applied, and shall at all times be maintained or made available at the principal business office of the Company. A current list of the full name and last known business address of each Member, a copy of the Certificate of Formation, including all certificates of amendment thereto, copies of the Company’s federal, state and local income tax returns and reports, if any, for the six most recent years, copies of this Agreement and of any financial statements of the Company for the three most recent years and all other records required to be maintained pursuant to the Act, shall be maintained at the principal business office of the Company. The books and records of the Company shall be audited as of the end of each Fiscal Year by such nationally or regionally- recognized accounting firm as shall be selected by the Board, subject to Section 6.7. Section 9.2. Reports. Each Member shall have the right, at all reasonable times but in any event only during usual business hours and upon reasonable notice, to audit, examine and make copies of or extracts from the information and records of the Company described in Section 18-305(a) of the Act for any purpose reasonably related to such Member’s Interest. Such right may be exercised through any agent or employee of such Member designated by such Member or by a certified public accountant designated by such Member. A Member shall bear all expenses incurred in any investigation made for such Member’s account pursuant to this Section 9.2 or Section 18-305 of the Act. Section 9.3. Filings of Returns and Other Writings; Tax Matters Partner. (a) The Board shall cause the preparation and timely filing of all Company tax returns and shall, on behalf of the Company, timely file all other writings required by any governmental authority having jurisdiction to require such filing. (b) The Board shall timely provide, or cause to be provided, to each person who at any time during a Fiscal Year was a Member with an annual statement (including a copy of Schedule K-1 to Internal Revenue Service Form 1065) indicating such Member’s share of the Company’s income, loss, gain, expense and other items relevant for Federal income tax purposes. (c) The “tax matters partner,” as defined in Section 6231(a)(7) of the Code, and the “partnership representative” of the Company for any tax period subject to the provisions of Section 6223 of the Code, as amended by the Revised Partnership Audit Procedures (in each such capacity, the “Tax Matters Partner”) shall be BrightSphere. Each Member hereby consents to such designation and agrees that upon the request of BrightSphere it will execute, certify, acknowledge, deliver, swear to, file and record at the appropriate public offices such documents as may be necessary or appropriate to evidence such consent. (d) Promptly following the written request of the Tax Matters Partner, the Company shall, to the fullest extent permitted by Law, reimburse and indemnify the Tax Matters Partner for all reasonable expenses, including reasonable legal and accounting fees, claims, liabilities, losses and damages incurred by the Tax Matters Partner in connection with any administrative or judicial proceeding with respect to the tax liability of the Members. (e) The provisions of this Section 9.3 shall survive the termination of the Company or the termination of any Member’s Interest in the Company and shall remain binding on the Members for as long a period of time as is necessary to resolve with the Internal Revenue Service any and all matters regarding the federal income taxation of the Company or the Members. Section 9.4. Banking. All funds of the Company may be deposited in such bank, brokerage or money market accounts as shall be established by the Board. Withdrawals from and checks drawn on any such account shall be made upon such signature or signatures as the Board may designate. Section 9.5. Financial Information. (a) Any financial information prepared pursuant to this Section 9.5 shall be prepared from the books and records of the Company in accordance with generally accepted accounting principles, shall accurately reflect the books, records and accounts of the Company, and shall be complete and correct in all material respects. (b) Within ninety (90) days after the end of each Fiscal Year, the Board of Managers shall cause to be prepared a consolidated balance sheet of the Company as of the end of such fiscal year and the related consolidated statement of operations and cash flows for the Fiscal Year then ended, prepared in accordance with generally accepted accounting principles and certified by a firm of independent public accountants of recognized national standing selected by the Board of Managers, subject to Section 6.7 hereof, in each case with comparative statements for the prior Fiscal Year. (c) Within forty-five (45) days after the end of the second fiscal quarter of each Fiscal Year, the Board of Managers shall cause to be prepared a consolidated balance sheet of the Company and the related consolidated statement of operations and cash flows, unaudited but prepared in accordance with generally accepted accounting principles and certified by the Chief Financial Officer of the Company, as of the end of second fiscal quarter and for the period from the beginning of the Fiscal Year to the end of the second fiscal quarter, in each case with comparative statements for the comparable period in the prior Fiscal Year. (d) The Chief Executive Officer of the Company shall provide the BSIG Designee with regular financial reporting, reconciling actual expenses against the Company’s Approved Budget, in a format reasonably requested by the BSIG Designee. Any changes to the previously Approved Budget, if approved by the BSIG Designee, shall be reflected in the next succeeding monthly report of the Company and will be shown as variances to the initial Approved Budget. The Chief Executive Officer of the Company shall be responsible for delivering to the BSIG Designee, as determined by the BSIG Board on a monthly basis all other financial reporting regarding the Company that is requested by BrightSphere or the BSIG Board from time to time. (e) The Board of Managers shall, and shall cause the Officers and employees of the Company to, cooperate with the Company’s firm of independent public accountants, the Board of Managers, Officers and employees of the Company and any authorized agent of the Company in (i) the preparation of the audited and unaudited financial statements of the Company described in this Section 9.5 and (ii) any valuation of the Company performed for any reason. The Board of Managers shall, and shall cause the Officers and employees of the Company to, comply with any legal or regulatory requirements related to the Company’s affiliation with BrightSphere Investment Group, including reconciliation between U.S. generally accepted accounting principles and International Financial Accounting Standards. Section 9.6. Confidential Information. Except as otherwise required by Law or judicial order or decree or by any governmental or regulatory agency or authority, unless otherwise approved by the Board of Managers, no Person shall use any proprietary or confidential information of the Company other than for the benefit of the Company, whether or not such Person is or remains a Member, Manager, Affiliate of a Member or Manager, Officer, employee or other agent of the Company (for the avoidance of doubt, the direct and indirect owners of BrightSphere may use such information to the extent required by accounting requirements, law or judicial order or decree or by any governmental or regulatory agency or authority or listing authority having jurisdiction over such direct or indirect owner). The preceding sentence shall not, however, apply to disclosures of information that (a) is or becomes generally available to the public other than as a result of any violation of this Agreement by the disclosing Person or anyone to whom such disclosing Person transmits any information, (b) is or becomes known or available to such disclosing Person on a non-confidential basis from a source (other than the Company or any of its subsidiaries) that is not under any confidentiality obligation to the Company or any of its subsidiaries with respect to that information, or (c) that such disclosing Person demonstrates by clear and convincing evidence was independently developed by such disclosing Person. ARTICLE X TERM; TERMINATION Section 10.1. Term. The term of the Company shall be perpetual, unless sooner terminated as hereinafter provided. Section 10.2. Events of Dissolution. (a) The Company shall be dissolved and the affairs of the Company wound up in accordance with the Act upon the first to occur of the following events (each, an “Event of Dissolution”): (i) the Consent of the Board of Managers (in accordance with Section 6.7 hereof); (ii) the withdrawal, or other inability to act as a member of the Company, of BrightSphere, or the dissolution, termination, winding-up or bankruptcy of BrightSphere; (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act; or (iv) the termination of the legal existence of the last remaining member of the Company or the occurrence of any other event which terminates the continued membership of the last remaining member of the Company in the Company unless the Company is continued without dissolution in a manner permitted by this Agreement or the Act. Upon the occurrence of any event that causes the last remaining member of the Company to cease to be a member of the Company, to the fullest extent permitted by law, the personal representative of such member is hereby authorized to, and shall, within 90 days after the occurrence of the event that terminated the continued membership of such member in the Company, agree in writing (A) to continue the Company and (B) to the admission of the personal representative or its nominee or designee, as the case may be, as a substitute member of the Company, effective as of the occurrence of the event that terminated the continued membership of such member in the Company. Following the foregoing event, the Board of Managers shall proceed diligently to liquidate the assets of the Company in a manner consistent with commercially reasonable business practices. A change in control of the Company shall not constitute an Event of Dissolution. Except as provided in Section 10.2(a)(ii), the death, retirement, resignation, removal, bankruptcy or dissolution of a Member or the occurrence of any other event that terminates the continued membership of a Member in the Company (including the bankruptcy of such Member) shall not in and of itself cause a dissolution of the Company to occur (and the Company, without such Member, shall continue), unless there are no remaining Members of the Company. (b) Dissolution of the Company shall be effective on the day on which the event occurs giving rise to the dissolution, but the Company shall not terminate until the assets of the Company shall have been distributed as provided herein and a certificate of cancellation of the Certificate of Formation has been filed with the Secretary of State. Section 10.3. Application of Assets. In connection with the liquidation of the Company, the assets of the Company shall be applied and distributed by the Board of Managers in the following order of priority: (a) first, to creditors of the Company, including Members, in the order of priority provided by Law, and the creation or augmentation of a reserve of cash or other assets of the Company for contingent liabilities in an amount, if any, determined by the Board of Managers to be appropriate for such purposes; and (b) thereafter, to the Members in accordance with the provisions of Section 3.1(d) hereof. ARTICLE XI ADDITIONAL TAX AND OTHER REQUIREMENTS Section 11.1. Priorities. No Member shall have any rights or priority over any other Members as to contributions or as to distributions or compensation by way of income, except as specifically provided in this Agreement. Section 11.2. Entity Characterization. It is the intention of the Members that the Company constitute a partnership for U.S. federal income tax purposes and, to the extent permitted under applicable Law, all other income tax purposes. The Company shall use its reasonable best efforts to comply with all applicable Laws and regulations to ensure that the Company is treated as a partnership for U.S. federal income tax purposes. Section 11.3. Internal Revenue Code Section 409A. This Agreement is intended to comply with the requirements of Code Section 409A, including any applicable requirements for exclusion from coverage by such Code Section 409A. Consistent with this intent, this Agreement shall be construed and administered in accordance with Code Section 409A and the Treasury Regulations and other guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the effective date of this Agreement. In the event that the Board of Managers determines that any amount payable hereunder will be taxable to any Member under Section 409A of the Code, the Treasury Regulations or other guidance, prior to payment of such amount, the Board of Managers is hereby authorized and empowered, without further vote or action of the Members, (a) to amend this Agreement (including with retroactive effect) as the Board of Managers determines necessary or appropriate to preserve the intended tax treatment of any payments provided by this Agreement, and shall have the authority to execute any such amendment by and on behalf of each Member, and/or (b) to take such other actions as the Board of Managers determines necessary or appropriate to comply with the requirements of Code Section 409A. ARTICLE XII DEFINITIONS Any capitalized term used in this Agreement without definition shall have the meaning set forth below. “ACC Balance” shall mean, with respect to a Member, the cumulative amount of all Non-Pro Rata Additional Capital Contributions made by such Member pursuant to Section 2.2. For the avoidance of doubt, the ACC Balance held by BrightSphere with respect to its Class B Interest immediately prior to the Effective Date shall be reallocated to the aggregate Class A Interests held by BrightSphere as of the Effective Date. “Additional Capital Contribution Percentages” shall mean the additional capital contribution percentages as agreed among the Members. “ACC Income Preference Amount” shall mean, with respect to a Member, an amount sufficient to provide such Member a cumulative internal rate of return equal to the Prime Rate per annum plus 2% in respect of such Member’s ACC Balance from time to time, taking into account the date and amount of each addition to such ACC Balance and the date and amount of each prior distribution made pursuant to Section 3.1(b)(ii) in respect of such ACC Balance. “Accounting Period” shall mean, for the first period, the period commencing on the date of formation of the Company and ending on the next Adjustment Date. All succeeding Accounting Periods shall commence on the day after an Adjustment Date and end on the next Adjustment Date. “Act” shall have the meaning set forth in the recitals to this Agreement. “Adjustment Date” shall mean (a) the last day of each Fiscal Year, (b) the date of any Liquidity Event or (c) any other day determined by the Board appropriate for an interim closing of the Company’s books. “Affiliate” shall mean, with respect to any specified Person, any Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person. For the purposes of this definition, the term “control” and its corollaries means (a) the direct or indirect ownership of 50% or more of the equity interests (or interests convertible within sixty (60) days into or otherwise exchangeable within sixty (60) days for equity interests) in a Person or (b) the possession of the direct or indirect right to vote 50% or more of the voting securities or elect 50% or more of the board of directors or other governing body of a Person (whether by securities ownership, contract or otherwise). For the avoidance of doubt, for purposes of this Agreement, the KELP and the General Partner shall not be an Affiliate of BrightSphere, BS Inc. or BrightSphere Investment Group. “Agreement” shall mean this Eighth Amended and Restated Limited Liability Company Agreement, as it may be amended, restated or supplemented from time to time as herein provided. “Annual Performance Fees” shall have the meaning set forth in the Deferred Compensation Plan. “Approved Budget” shall have the meaning set forth in Section 6.9. “Asset Value” means with respect to any asset of the Company, the asset’s adjusted tax basis for U.S. federal income tax purposes, except as follows: (i) the initial Asset Value of any asset contributed by a Member to the Company shall be its gross fair market value on the date of contribution as agreed to by the Company and such Member; (ii) the Asset Values of all Company assets will be adjusted to equal to their respective gross fair market values, with any gain or loss resulting from such adjustment taken into account, solely for book purposes, as net income or net loss (or items thereof) for purposes of Section 3.1(d), as of the date of (A) the acquisition of an additional interest in the Company by any new or existing Member in exchange for more than a de minimis Capital Contribution or in exchange for services, (B) the distribution by the Company of property as consideration for all or a portion of a Member’s interest in the Company, (C) the liquidation of the Company within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(g), (D) a Liquidity Event and (D) such other time as determined by the Board; provided, however, that adjustments pursuant to clauses (ii)(A) and (ii)(B) shall be made only if such adjustments are necessary or appropriate to reflect the relative economic interests of the Members of the Company, (iii) the Asset Value of any Company asset distributed to any Member shall be adjusted to equal its gross fair market value as of the date of such distribution, unreduced by any liability secured by such asset; and (iv) the Asset Value of Company assets will be increased or decreased to reflect any adjustment to the adjusted basis of the assets under Sections 734(b) or 743(b), but only to the extent that the adjustment is taken into account in determining Capital Accounts under applicable Treasury Regulations; provided, however, that Asset Values shall not be adjusted pursuant to this clause (iv) to the extent an adjustment pursuant to clause (ii) is made in connection with a transaction that would otherwise result in an adjustment pursuant to this clause (iv). If the Asset Value of an asset of the Company has been determined or adjusted pursuant to this definition (other than clause (iii)), such Asset Value shall thereafter be adjusted by Depreciation taken into account with respect to such asset for purposes of computing Net Profits and Net Losses. “Assumed Income Tax Rate” shall mean the highest effective marginal combined federal, state and local income tax rate for a Fiscal Year prescribed for any individual or corporation resident in Boston, Massachusetts (taking into account the deductibility of state and local income taxes for federal income tax purposes). “Board” or “Board of Managers” shall have the meaning set forth in Section 6.1(a). “Bonus Plan” shall mean the Acadian Asset Management LLC Bonus Plan, effective as of the Effective Date. “Bonus Pool” shall have the meaning given to such term in the Bonus Plan. “BrightSphere ” shall have the meaning set forth in the preamble hereto. “BrightSphere Investment Group” shall mean BrightSphere Investment Group Inc., a Delaware corporation listed on the New York Stock Exchange. “BrightSphere Managers” shall have the meaning set forth Section 6.1(b). “BSIG Board” shall have the meaning set forth in Section 6.1(b). “BSIG Compensation Committee” has the meaning set forth in Section 6.2(a)(ii)(A). “BSIG Designee” shall have the meaning set forth in Section 6.2(a)(iii). “BSIG Executive Officer” shall have the meaning set forth in Section 6.2(a)(ii)(A). “BS Inc.” shall mean BrightSphere Inc., a Delaware corporation. “Business Day” shall mean any day other than (a) Saturday and Sunday and (b) any other day on which banks located in Boston, Massachusetts are required or authorized by Law to remain closed. “Capital Account” shall have the meaning set forth in Section 2.4. “Capital Contribution” shall mean, with respect to a Member, the contribution to the capital of the Company by such Member. “Certificate of Formation” shall mean the Certificate of Formation of Limited Liability Company of the Company as provided for pursuant to the Act, as originally filed with the office of the Secretary of State, as amended and restated from time to time as herein provided. “Class A Interest” shall mean an Interest designated as Class A Interest, which shall initially be issued solely to BrightSphere. “Class A Member” shall mean the Member(s) holding Class A Interests. “Class B-1 Interest” shall have the meaning set forth in Section 1.8(b), which shall initially be issued solely to the KELP. “Class B-1 Member” shall mean the Member(s) holding Class B-1 Interests. “Class B-1 Return” shall mean the priority return to the Class B-1 Members as agreed among the Members. “Class B-2 Interest” shall have the meaning set forth in Section 1.8(b), which shall initially be issued solely to the KELP. “Class B-2 Member” shall mean the Member(s) holding Class B-2 Interests. “Class B Interest” shall mean an Interest designated as Class B Interest, including the Class B-1 Interests and the Class B-2 Interests. “Class B MAC Carried Interest Percentage” shall mean a percentage of MAC Distributable Income, as agreed by the Members from time to time, to be distributed to the Class B Members pursuant to Section 5(a)(i) or Section 5(b)(i), as applicable, of the MAC Agreement. “Class B MAC Income Percentage” shall mean the percentage of MAC Distributable Income, as agreed by the Members from time to time, to be distributed between the Class B-1 Interest and Class B-2 Interest. “Class B Member” shall mean the Member(s) holding Class B Interests. “Code” shall mean the Internal Revenue Code of 1986, as amended and any successor act thereto, and, to the extent applicable, any Treasury Regulations promulgated thereunder. “Committee” shall mean the Executive Committee, the Compensation Committee and such other committees as may be established by the Board. “Company” shall have the meaning specified in the preamble to this Agreement. “Compensation Committee” shall have the meaning set forth in Section 6.2. “Consent of the Board of Managers” shall have the meaning set forth in Section 6.1(d). “Covered Person” shall mean (a) any Member or (b) any partner, equity holder, member, officer or director of a Member and (c) any natural person that is a member of the Board, a member of a Committee or an Officer. “Deferred Compensation Plan” shall mean the Acadian Asset Management LLC Deferred Compensation Plan, effective as of the Effective Date. “Deferred Compensation Pool” shall have the meaning given to such term in the Deferred Compensation Plan. “Depreciation” shall mean, for each Accounting Period, an amount equal to the depreciation, amortization and other cost recovery deductions allowable with respect to an asset for such Accounting Period, except that if the Asset Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of such Accounting Period, Depreciation shall be the amount which bears the same ratio to such beginning Asset Value as the federal income tax depreciation, amortization and other cost recovery deductions for such Accounting Period bears to such beginning adjusted basis; provided, however, that if the adjusted basis for federal income tax purposes of an asset as of the beginning of such Accounting Period is zero, Depreciation shall be determined with reference to such beginning Asset Value using any reasonable method selected by the Board. “Disabling Conduct” shall mean, with respect to any Covered Person, fraud, willful misfeasance, conviction of a felony, a willful violation of Law having a material adverse effect on the Company, gross negligence or reckless disregard of duties in the conduct of such Person’s office or a material violation of this Agreement that, if curable, is not cured within 30 days after a written notice describing such violation has been given to such Covered Person. “Distributable Income” shall mean, (a) until such time that all distributions with respect to the calendar quarter and year ended December 31, 2024 have been completed, with respect to any period, the sum of (a) following the MAC Conversion Date, MAC Distributable Income, plus (b) Non-MAC Distributable Income. For the avoidance of doubt (i) the Net Aggregate Deferred Cash Compensation Pool shall be taken into account in clauses (a) and (b) above, and (ii) prior to the MAC Conversion Date, Distributable Income shall exclude MAC Distributable Income, which shall be distributed in accordance with Section 3.1(c) and the MAC Agreement and (b) after such time that all distributions with respect to the calendar quarter and year ended December 31, 2024 have been completed, with respect to any period, the net income of the Company determined in accordance with GAAP and consistent with any agreement between the Members, but excluding (by adding back) amortization of intangibles, the impact of appreciation or depreciation in previously granted or purchased Interests of the Company, and gains and losses associated with voluntary deferral programs; provided, that any severance, termination or similar payment that BrightSphere is required to make to any employee or consultant of the Company pursuant to any employment or consulting agreement to which the Company is a party shall not be treated as a payment by or obligation of the Company for purposes of determining Distributable Income. “Distributable Performance Fees” shall mean, with respect to any period, the sum of (a) Annual Performance Fees, minus (b) the Performance Fee Deferred Pool. “Effective Date” shall have the meaning set forth in the preamble to this Agreement. “Eligible Employee” shall have the meaning set forth in the KELP Agreement. “Event of Dissolution” shall have the meaning set forth in Section 10.2(a). “Excess Working Capital Amount” shall mean the excess of working capital (determined in accordance with GAAP) as of December 31, 2007 over $12.5 million, which has been paid to BrightSphere. “Exclusive MAC Support Agreement” shall have the meaning set forth in Section 2.3. “Executive Committee” shall have the meaning set forth in Section 6.2. “Fiscal Year” shall mean the annual period beginning each January 1 and ending the following December 31, except as otherwise required by the Code. “Framework” shall have the meaning set forth in Section 6.1(e). “GAAP” shall mean U.S. generally accepted accounting principles, consistently applied by the Company. “General Partner” shall have the meaning set forth in the KELP Agreement. “Governmental Entity” shall mean any court, arbitrational tribunal, administrative agency or commission or other governmental or regulatory authority or agency. “Indemnified Person” shall have the meaning set forth in Section 7.1(a). “Initial MAC Support Amount” shall have the meaning set forth in the MAC Agreement. “Initial MAC Support Percentage” shall have the meaning set forth in the MAC Agreement. “Initial BrightSphere Capital Account Amount” shall mean $1,250,000,000. “Interest” shall mean the membership interest of a Member in the Company, designated as Class A Interest or Class B Interest, having the rights, powers and duties set forth in this Agreement, including any interest in and to the Net Profit and Net Loss of the Company and such Member’s right to receive distributions of the Company’s assets pursuant to this Agreement. “KELP” shall have the meaning set forth in the preamble hereto. “KELP Agreement” means the Third Amended and Restated Limited Partnership Agreement of the KELP, effective as of the Effective Date, as amended and/or restated from time to time. “KELP Partner” shall mean a Person holding a partnership interest in the KELP. “KELP Points” shall have the meaning set forth in the KELP Agreement. “KELP Rights Expiration Date” shall mean the earliest of (i) December 31, 2027, (ii) the consummation of a Liquidity Event, (iii) a sale of BrightSphere Investment Group’s interest (directly or indirectly) in the Company and (iv) a change in control of BrightSphere Investment Group.; provided that, for the avoidance of doubt, none of clauses (ii), (iii) or (iv) shall be triggered by any change in the name or stock ticker of BrightSphere Investment Group or any of its Affiliates, any internal restructuring or reorganization involving BrightSphere Investment Group or any of its Affiliates, or any other action currently contemplated in connection with the Company becoming (in form or substance) a public company.” “KELP Managers” shall have the meaning set forth in Section 6.1(c). “Law” or “Laws” shall mean any federal, state, local or foreign law, statute, ordinance, common law, or any rule, regulation, standard, judgment, order, writ, injunction, decree, arbitration award, agency requirement, license, or published policy or interpretation of any Governmental Entity. “Liquidation Percentage” shall mean the percentage of Liquidity Event proceeds distributed to each Member as agreed among the Members. “Liquidity Event” shall mean the consummation of (a) a sale of the Company or all or substantially all of the assets of the Company to a bona fide third party purchaser for value that is not an Affiliate of BrightSphere Investment Group in a transaction or a series of related transactions; (b) a merger, consolidation, conversion or recapitalization of the Company; provided, that any such merger, consolidation, conversion or recapitalization results in BrightSphere Investment Group owning, directly or indirectly, less than 50% of the equity interests of the Company; or (c) an initial public offering of the equity interests of the Company (or its successor) where a majority of the equity interests of the Company (or its successor) are placed on a listed exchange. “MAC Agreement” shall mean the Amended and Restated MAC Omnibus Agreement of the Company, effective as of July 1, 2017. “MAC Business” shall mean the Company’s multi-asset class investment capability. “MAC Conversion Date” shall have the meaning given to such term in the MAC Agreement. “MAC Distributable Income” shall mean, with respect to any period, the net income of the Company attributable to the MAC Business during such period determined in accordance with GAAP and consistent with any agreement between the Members, less costs incurred for capitalized expenditures, but excluding (by adding back) depreciation expenses on capital expenditures, amortization of intangibles, the impact of appreciation or depreciation in previously granted or purchased Interests of the Company, and gains and losses associated with voluntary deferral programs. “MAC Income Percentage” shall mean, with respect to each Member, a percentage of MAC Distributable Income, as agreed by the Members from time to time, to be distributed pursuant to Section 5(a)(ii) or Section 5(b)(ii), as applicable, of the MAC Agreement. “MAC Net Profit” or “MAC Net Loss” means that portion of the Net Profit or Net Loss of the Company attributable to the MAC Business. “Manager” shall have the meaning set forth in Section 6.1(a). “Members” shall have the meaning set forth in the preamble to this Agreement. “Net Aggregate Deferred Cash Compensation Pool” means, with respect to any period, the amounts that will actually be distributed with respect to such period under the Deferred Compensation Plan. “Net Profit” or “Net Loss” means, for any Accounting Period, an amount equal to the Company’s taxable income or taxable loss for such period, determined in accordance with Section 703 of the Code (for this purpose, all items of income, gain, loss and deduction required to be separately stated pursuant to Section 703(a)(1) of the Code shall be included in taxable income or loss), with the following adjustments (without duplication): (i) any income that is exempt from federal income tax and not otherwise taken into account in computing Net Profit or Net Loss shall be added to taxable income or loss; (ii) any expenditures of the Company described in Section 705(a)(2)(B) or that are treated as Section 705(a)(2)(B) of the Code expenditures pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(i), and not otherwise taken into account in computing Net Profit or Net Loss, shall be subtracted from such taxable income or loss; (iii) gain or loss resulting from the disposition of an asset with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Asset Value of the property disposed of, notwithstanding that the adjusted tax basis differs from its Asset Value; (iv) in lieu of depreciation, amortization and other cost recovery deductions taken into account in computing taxable income or loss, there shall be taken into account Depreciation with respect to each asset of the Company for each such Accounting Period computed in accordance with the definition of Depreciation; and (v) to the extent an adjustment to the adjusted basis of a Company asset pursuant to Section 743(b) or 734(b) is required pursuant to applicable Treasury Regulations to be taken into account in determining Capital Accounts as a result of a distribution other than in complete liquidation of a Member’s interest in the Company, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the Asset Value of an asset) or an item of loss (if the adjustment decreases the value of an asset) from the disposition of such asset, and shall be taken into account for purposes of computing Net Profit and Net Loss. Notwithstanding any other provision of this Agreement to the contrary, any items specially allocated pursuant to Section 4.3 shall not be considered in determining Net Profit or Net Loss. “Non-MAC Distributable Income” shall mean, with respect to any period, the net income of the Company, other than MAC Distributable Income during such period, determined in accordance with GAAP and consistent with any agreement between the Members, but excluding (by adding back) amortization of intangibles, the impact of appreciation or depreciation in previously granted or purchased Interests of the Company, and gains and losses associated with voluntary deferral programs; provided, that any severance, termination or similar payment that BrightSphere is required to make to any employee or consultant of the Company pursuant to any employment or consulting agreement to which the Company is a party shall not be treated as a payment by or obligation of the Company for purposes of determining Non-MAC Distributable Income. For the avoidance of doubt, Non-MAC Distributable Income shall not take into account any MAC Net Profit or MAC Net Loss, which shall be included in MAC Distributable Income. “Non Pro Rata Additional Capital Contribution” shall have the meaning set forth in Section 2.2 hereto. “Non Pro Rata Additional MAC Capital Contribution” shall have the meaning set forth in Section 2.3. “OFAC” shall have the meaning set forth in Section 6.8. “Officers” shall have the meaning set forth in Section 6.4(a). “Original Agreement” shall have the meaning set forth in the recitals hereto. “Percentage Class A Interest” shall mean, with respect to each Class A Member, an amount equal to the product of (a) the quotient obtained by dividing the Class A Interest owned of record by such Class A Member by the aggregate Class A Interests issued and outstanding at such time, and (b) 100, expressed as a percentage, which shall initially be held 100% by BrightSphere. “Percentage Class B-1 Interest” shall mean, with respect to each Class B-1 Member, an amount equal to the product of (a) the quotient obtained by dividing the Class B-1 Interest owned of record by such Class B-1 Member by the aggregate Class B-1 Interests issued and outstanding at such time, and (b) 100, expressed as a percentage, which shall initially be held 100% by the KELP. “Percentage Class B-2 Interest” shall mean, with respect to each Class B-2 Member, an amount equal to the product of (a) the quotient obtained by dividing the Class B-2 Interest owned of record by such Class B-2 Member by the aggregate Class B-2 Interests issued and outstanding at such time, and (b) 100, expressed as a percentage, which shall initially be held 100% by the KELP. “Percentage Interest” shall mean, with respect to each Member, an amount equal to the product of (a) the quotient obtained by dividing the aggregate Interest (including only Class A Interests and Class B-2 Interests) owned of record by such Member by the aggregate Interests (including only Class A Interests and Class B-2 Interests) issued and outstanding at such time, and (b) 100, expressed as a percentage. “Performance Fee Deferred Pool” means, with respect to any period, the portion of the Deferred Compensation Pool related to performance fees as set by the Compensation Committee of the Company. “Person” shall mean any individual or entity, including a corporation, partnership, association, limited liability company, limited liability partnership, joint-stock company, trust, unincorporated association, sole proprietorship, government or governmental agency or authority. “Prime Rate” shall mean a rate per annum equal, at the time of determination, to the highest “prime rate” then published in the “Money Rates” section of the Wall Street Journal, Eastern edition, or in such successor publication as shall be acceptable to the Board of Managers. “Proceeds” shall mean the total amount of consideration received by the Company (or the Members) with respect to a Liquidity Event, minus the amount of any transaction expenses of the Company incurred with respect to such Liquidity Event (including, without limitation, any legal, accounting, investment banking or appraisal fees). “Proposed Mandatory Sale” shall have the meaning set forth in Section 8.3(a). “Required Sale Notice” shall have the meaning set forth in Section 8.3(b). “Revised Partnership Audit Procedures” means the provisions of Subchapter C of Subtitle A, Chapter 63 of the Code, as amended by the Bipartisan Budget Act of 2015, P.L. 114 74, (together with any subsequent amendments thereto, Treasury Regulations promulgated thereunder, and published administrative interpretations thereof). “Secretary of State” shall mean the Secretary of State of the State of Delaware. “Securities Act” shall have the meaning set forth Section 5.2. “Segregated Client Mandated Capital” shall mean the amount of capital held by the Company, in excess of Working Capital Requirements, regulatory requirements or other short-term cash needs of the Company, solely to satisfy capital requirements of one or more clients of the Company. “Seventh Agreement” shall have the meaning set forth in the recitals hereto. “Standing Committee” shall have the meaning set forth in Section 6.2. “Tax Matters Partner” shall have the meaning set forth in Section 9.3(c). “Trading Window” shall have the meaning set forth in the KELP Agreement. “Transfer” shall mean any sale, transfer, assignment, conveyance, gift, bequest, pledge, mortgage, encumbrance, hypothecation or other disposition, or the act of so doing, as the context requires. “Treasury Regulations” shall mean the federal income tax regulations, including any temporary or proposed regulations, promulgated under the Code, as such Treasury Regulations may be amended from time to time (it being understood that all references herein to specific sections of the Treasury Regulations shall be deemed also to refer to any corresponding provisions of succeeding Treasury Regulations). “Unpaid ACC Income Preference Amount” shall mean, at a particular time of determination, the excess of: (a) the amount of a Member’s ACC Income Preference Amount over (b) the aggregate amount of distributions made to such Member pursuant to Section 3.1(b)(ii). “Unreturned Non Pro Rata Additional Capital Contribution” shall mean, at a particular time of determination, the excess of: (a) the amount of a Member’s Non Pro Rata Additional Capital Contribution over (b) the aggregate amount of any Non Pro Rata Additional Capital Contributions previously returned to such Member. “Working Capital Requirements” shall mean, with respect to any time, the requirement that the Company have an amount of cash at such time equal to six weeks of the Company’s operating expenses, as reasonably determined by the Board of Managers, that may be applied to the working capital requirements of the Company (determined in light of expenditures contemplated by the Approved Budget); provided, that such amount shall exclude cash held by the Company to meet regulatory requirements (if any). ARTICLE XIII MISCELLANEOUS Section 13.1. Notices. Except as otherwise provided in this Agreement, any and all notices or other communications required or permitted under this Agreement shall be deemed duly given to any party (i) when delivered personally, (ii) when delivered, if sent by Federal Express or another nationally recognized overnight carrier, (iii) three days after sent by U.S. first class mail and (iv) when sent if sent by fax or email, provided that a copy is also sent that day by Federal Express or another nationally recognized overnight carrier. All such notices in order to be effective shall be in writing and shall be addressed (to the recipient’s street address or fax number, as the case may be), if to the Company at its principal office address set forth in Section 1.6 hereof, to the attention of one of the Chief Executive Officer, phone: (617) 850-3513, fax: (617) 850-3613, and if to a Member at the last street address or fax number, as the case may be, of record on the Company’s books, and copies of such notices shall also be sent to the last such address for the recipient which is known to the sender, if different from the address so specified. Copies of such notices shall also be sent to BrightSphere Inc., 200 State Street, 13th Floor, Boston, MA 02109, Attention: General Counsel, phone: (617) 369- 7300, fax: (617) 369-7499. Notice addresses may be changed at any time by notice as provided in this Section 13.1. Section 13.2. Binding Provisions. The terms of this Agreement shall be binding upon and shall inure to the benefit of (i) the Members and their respective successors, heirs and assigns and (ii) the Managers and any successors thereto designated pursuant to Section 6.1 hereof; provided, that this Agreement shall inure to the benefit of successors and assigns only in the event of Transfers in compliance with Article VIII hereof. None of the provisions of this Agreement shall be for the benefit of or enforceable by any Person not a party hereto, including any creditor of the Company (including any Member acting in its capacity as a creditor of the Company) or any creditor of any Member. Section 13.3. Applicable Law; Submission to Jurisdiction; Waiver of Trial by Jury. (a) THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE NOTWITHSTANDING ANY CONFLICT OF LAW RULES TO THE CONTRARY. IN THE EVENT OF A CONFLICT BETWEEN ANY PROVISION OF THIS AGREEMENT AND ANY NON-MANDATORY PROVISION OF THE ACT, THE PROVISION OF THIS AGREEMENT SHALL CONTROL AND TAKE PRECEDENCE. (b) Each party hereto (i) submits to the exclusive jurisdiction of the federal and state courts located in Suffolk County, Massachusetts in any action or proceeding arising out of or relating to this Agreement or the formation, breach, termination or validity thereof, (ii) agrees that all claims in respect of such action or proceeding may be heard and determined in such courts, (iii) waives any claim of inconvenient forum or other challenge to venue in such court, (iv) agrees not to bring any action or proceeding arising out of or relating to this Agreement in any other court and (v) waives any right it may have to a trial by jury with respect to any action or proceeding arising out of or relating to this Agreement. Each party hereto agrees to accept service of any summons, complaint or other initial pleading made in the manner provided for the giving of notices in Section 13.1; provided, that nothing in this Section 13.3 shall affect the right of any party hereto to serve such summons, complaint or other initial pleading in any other manner permitted by Law. (c) TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT OF TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY MATTER ARISING HEREUNDER. Section 13.4. Severability of Provisions. If any provision of this Agreement is held to be unenforceable under applicable Law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (a) such provision shall be excluded from this Agreement, (b) the balance of this Agreement shall be interpreted as if such provision were so excluded, and (c) the balance of this Agreement shall be enforceable in accordance with its terms provided that this Agreement continues to reasonably and substantially reflect the intent of the parties expressed herein taking into account the exclusion of such unenforceable provision. Section 13.5. Titles. Section titles are for descriptive purposes only and shall not control or alter the meaning of this Agreement as set forth in the text. Section 13.6. Amendments. No amendment of this Agreement shall be valid or binding unless such amendment is made with the written consent of BrightSphere and the KELP. In the event that, due to a change in law or regulation applicable to the Company, the KELP, BrightSphere, BS Inc. or BrightSphere Investment Group it becomes necessary to amend or modify this Agreement to avoid the Company, the KELP, BrightSphere, BS Inc. or BrightSphere Investment Group from violating such law or regulation, BrightSphere and the KELP shall reasonably cooperate with each other in amending or modifying this Agreement in a manner that avoids such violation; provided, that, in meeting its obligations under this sentence, BrightSphere and the KELP shall seek to minimize, to the extent reasonably practicable, any material adverse changes to the rights and obligations of the Members under this Agreement. Section 13.7. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original of this Agreement. The delivery of this Agreement may be effected by means of an exchange of facsimile or electronically transmitted signatures. Section 13.8. Further Actions. Each Member shall execute and deliver such other certificates, agreements and documents, and take such other actions, as may reasonably be requested by the Board in connection with the formation of the Company and the achievement of its purposes or to give effect to the provisions of this Agreement, in each case as are not inconsistent with the terms and provisions of this Agreement, including any documents that the Board determines to be necessary or appropriate to form, qualify or continue the Company as a limited liability company in all jurisdictions in which the Company conducts or plans to conduct its investment and other activities and all such agreements, certificates, tax statements and other documents as may be required to be filed by or on behalf of the Company. Section 13.9. Survival of Certain Provisions. The obligations of each Member pursuant to Sections 3.3, 4.3, 9.3 and ARTICLE VII shall survive the termination or expiration of this Agreement and the dissolution, winding up and liquidation of the Company. Section 13.10. Waiver of Partition. Except as may otherwise be provided by Law in connection with the dissolution, winding up and liquidation of the Company, each Member hereby irrevocably waives any and all rights that it may have to maintain an action for partition of any of the Company’s property. Section 13.11. Remedies; Waiver. Each party hereto acknowledges and agrees that each party hereto will be irreparably damaged in the event any of the provisions of this Agreement are not performed by the parties in accordance with their specific terms or are otherwise breached, the exact amount of damages arising from such breach would be difficult to ascertain and the remedies at law for any such breach may be inadequate. Accordingly, it is agreed that each of the Company and each Member shall be entitled to an injunction to prevent breaches of this Agreement, and to specific enforcement of this Agreement and its terms and provisions in any action instituted in any court or before any arbitrator without need to post bond. The failure of any party to seek redress for violation of, or to insist upon the strict performance of, any provision of this Agreement will not prevent a subsequent act, which would have originally constituted a violation from having the effect of an original violation. Any term or condition of this Agreement may be waived at any time by the party that is entitled to the benefit thereof, but no such waiver shall be effective, unless set forth in a written instrument duly executed by or on behalf of the party waiving such term or condition. No waiver by any party of any term or condition of this Agreement, in any one or more instances, shall be deemed to be or construed as a waiver of the same or any other term or condition of this Agreement on any future occasion. Section 13.12. Entire Agreement. This Agreement and any agreements referenced herein, including, the Certificate of Formation, all of which are hereby incorporated herein, constitute the entire agreement between the parties hereto with respect to the transactions contemplated herein, and supersedes all prior understandings or agreements between the parties. Section 13.13. Interpretation. As used herein, the singular shall include the plural, and the masculine gender shall include the feminine and neuter, and vice-versa, unless the context otherwise requires. Any reference to any federal, state, local, or foreign statute or Law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. Any reference herein to “include”, “includes”, “including” and any derivation thereof shall be interpreted to be immediately followed by “without limitation”. Any reference to any Section or paragraph shall be deemed to refer to a Section or paragraph of this Agreement, unless the context clearly indicates otherwise. Except as otherwise provided herein, whenever this Agreement refers to an employee of or consultant to the Company, such reference shall be deemed to include any person that is an employee of or consultant to a subsidiary of the Company; provided, that no consultant to the Company or any subsidiary of the Company shall have voting rights under this Agreement or the KELP Agreement. Except as otherwise provided herein, whenever this Agreement refers to the termination of employment of an employee, such reference shall be deemed to include the termination of a consulting arrangement with a consultant. [Remainder of page intentionally left blank.] IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first above written. BrightSphere Affiliate Holdings LLC By: BrightSphere Inc., its Sole Member By: /s/ Richard Hart Name: Richard Hart Title: Chief Legal Officer and Secretary ACADIAN KELP LP By: Acadian KELP GP LLC By: /s/ Kelly Young Name: Kelly Young Title: CEO Acadian Asset Management Inc. Non-Employee Directors’ Equity Incentive Plan Effective July 12, 2019, as amended January 1, 2025 An Amendment and Restatement of the BrightSphere Investment Group plc Non-Employee Directors’ Equity Incentive Plan 1 Table of Contents Page Purpose 3 Definitions 3 Term of Plan 6 Stock Subject to the Plan 6 Administration 7 Authorization of Grants 7 Specific Terms of Awards 8 Adjustment Provisions 11 Change of Control 13 Settlement of Awards 14 Reservation of Stock 16 Limitation of Rights in Stock; No Special Service Rights 16 Unfunded Status of Plan 16 Nonexclusivity of the Plan 16 No Guarantee of Tax Consequences 16 Termination and Amendment of the Plan 17 Notices and Other Communications 18 Governing Law 18 2 ACADIAN ASSET MANAGEMENT INC. Non-Employee Directors’ Equity Incentive Plan 1. Purpose This Acadian Asset Management Inc. Non-Employee Directors’ Plan is intended to encourage ownership of Stock by Non-Employee Directors of Acadian Asset Management Inc. (the “Company”) and its Subsidiaries, thereby providing them with an added incentive to further the objectives of the business of the Company and its Subsidiaries, and rendering the Company better able to compete for the services of individuals needed for the continued growth and success of the Company and its Subsidiaries. BrightSphere Investment Group plc (“BrightSphere”), formerly known as OM Asset Management plc, adopted the OM Asset Management plc Non- Employee Directors’ Plan on September 18, 2014, which plan was amended and restated effective April 26, 2017 (the “Prior Plan”). BrightSphere was redomesticated to the United States pursuant to a Scheme of Arrangement effective July 12, 2019 (the “Effective Date”), as a result of which the jurisdiction of incorporation of the holding company of the BrightSphere group of companies was changed from England to Delaware, and the Company became the holding company of the group. The Company has adopted and assumed the sponsorship of the Prior Plan, as amended and restated, effective as of the Effective Date. This Plan also governs the terms of awards that were originally issued under the Prior Plan and were outstanding immediately prior to the Effective Date, which awards the Company has assumed under the terms of this Plan, effective as of the Effective Date. Effective January 1, 2025, the Plan was amended to reflect a change of the Company’s name from BrightSphere Investment Group Inc. to Acadian Asset Management Inc. For the avoidance of doubt, the shares of Stock authorized for Awards granted under the Plan set forth in Section 4.2 of the Plan is the amount of shares of Stock authorized for Awards granted under the Plan as of the Effective Date and not as of the Amendment dated January 1, 2025. 2. Definitions As used in this Plan, the following terms shall have the respective meanings set out below, unless the context clearly requires otherwise: 2.1 Accelerate, Accelerated, and Acceleration, means: (a) when used with respect to an Option or Stock Appreciation Right, that as of the time of reference the Option or Stock Appreciation Right will become exercisable with respect to some or all of the shares of Stock for which it was not then otherwise exercisable by its terms; and (b) when used with respect to Restricted Stock or Restricted Stock Units, that the Risk of Forfeiture otherwise applicable to the Stock or Units shall expire with respect to some or all of the shares of Restricted Stock or Restricted Stock Units then still otherwise subject to the Risk of Forfeiture. 2.2 Affiliate means any corporation, partnership, limited liability company, business trust, or other entity controlling, controlled by or under common control with the Company. 2.3 Assumed Award means each award with respect to common stock of BrightSphere that was issued under the Prior Plan and was outstanding immediately prior to the Effective Date, and which has been assumed by the Company under this Plan as of the Effective Date. 2.4 Award means any grant or sale pursuant to the Plan of Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units or Stock Grants. “Award” shall also refer to part of an Award where the context so admits. “Award” shall include any Assumed Award. 2.5 Award Agreement means a written or electronic agreement between the Company and the recipient of an Award, or other written or electronic notice of grant of an Award, setting forth the terms and conditions of the Award. “Award Agreement” shall include any award agreement under the Prior Plan setting forth the terms and conditions of an Assumed Award. 2.6 Board means the Company’s Board of Directors. 3 2.7 BrightSphere means BrightSphere Investment Group plc, formerly known as OM Asset Management plc, the holding company of the BrightSphere group of companies prior to the Effective Date. 2.8 Cause, with respect to a Participant, means any of the following events: (a) the Participant’s willful or reckless misconduct, or gross, continuing or repeated negligence in the performance of the Participant’s duties and responsibilities with respect to the Company or any of its Affiliates, or any other conduct that results in substantial injury (monetary or otherwise) to the Company or any of its Affiliates, officers, directors, employees or other agents; (b)the Participant’s conviction of a felony which has or could have a material adverse effect (monetary or otherwise) on the Company or any of its Affiliates, officers, directors, employees or other agents; (c)the Participant’s embezzlement or misappropriation of funds, commission of any material act of dishonesty, fraud or deceit, or violation of any federal or state law applicable to the securities industry; or (d)the Participant’s material breach of a legal or fiduciary duty owed to the Company or any of its Affiliates, officers, directors, employees or other agents. 2.9 Change of Control means the occurrence of either of the following after the date of the approval of the Plan by the Board: (a) a Transaction (as defined in Section 8.4), unless securities possessing more than 50% of the total combined voting power of the survivor’s or acquiror’s outstanding securities (or the securities of any parent thereof) are held immediately after the Transaction by a person or persons who held securities possessing more than 50% of the total combined voting power of the Company’s outstanding securities immediately prior to that Transaction; or (b) any person or group of persons (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended and in effect from time to time) directly or indirectly acquires, including but not limited to by means of a merger or consolidation, beneficial ownership (determined pursuant to Securities and Exchange Commission Rule 13d-3 promulgated under the said Exchange Act) of securities, that, together with securities held by such person or group of persons, possess more than 50% of the total combined voting power of the Company’s outstanding securities, unless pursuant to a tender or exchange offer made directly to the Company’s stockholders that the Board recommends such stockholders accept, other than (i) the Company or any of its Affiliates, (ii) an employee benefit plan of the Company or any of its Affiliates, (iii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its Affiliates, or (iv) an underwriter temporarily holding securities pursuant to an offering of such securities. 2.10 Code means the Internal Revenue Code of 1986, as amended from time to time, or any successor statute thereto, and any regulations issued from time to time thereunder. 2.11 Committee means the Nominating and Corporate Governance Committee of the Board, which in general is responsible for the administration of the Plan, as provided in Section 5 of this Plan. For any period during which no such committee is in existence “Committee” shall mean the Board and all authority and responsibility assigned to the Committee under the Plan shall be exercised, if at all, by the Board. 2.12 Company means Acadian Asset Management Inc., a Delaware corporation. 2.13 Effective Date means July 12, 2019, the effective date of the Scheme of Arrangement, and the date as of which the Prior Plan, as amended and restated, was adopted and assumed by the Company. 4 2.14 Grant Date means the date as of which an Option is granted, as determined under Section 7.1(a). 2.15 Market Value means the value of a share of Stock on a particular date determined by such methods or procedures as may be established by the Committee. Where the Stock of the Company is publicly traded, unless otherwise determined by the Committee, the Market Value of Stock as of any date is the closing price for the Stock as reported on the New York Stock Exchange (or on any other national securities exchange on which the Stock is then listed) for that date or, if no closing price is reported for that date, the closing price on the first following date for which a closing price is reported. 2.16 Non-Employee Director means a director of the Company or any of its Subsidiaries who is not an employee of the Company or any Subsidiary or Affiliate of the Company. 2.17 Option means an option to purchase shares of Stock. 2.18 Optionee means an eligible individual to whom an Option shall have been granted under the Plan. 2.19 Participant means any current or former Non-Employee Director who is a holder of an outstanding Award under the Plan. 2.20 Plan means this Non-Employee Directors’ Equity Incentive Plan of the Company, as amended and restated, and as it may be subsequently amended from time to time, and including any attachments or addenda hereto. 2.21 Prior Plan means the BrightSphere Investment Group plc Non-Employee Directors’ Plan, formerly known as the OM Asset Management plc Non-Employee Directors’ Plan, originally adopted on September 18, 2014 and amended and restated effective April 26, 2017. 2.22 Restricted Stock means a grant or sale of shares of Stock to a Participant subject to a Risk of Forfeiture. 2.23 Restricted Stock Units means rights to receive shares of Stock at the close of a Restriction Period, subject to a Risk of Forfeiture. 2.24 Restriction Period means the period of time, established by the Committee in connection with an Award, during which the Award is subject to a Risk of Forfeiture described in the applicable Award Agreement. 2.25 Risk of Forfeiture means a limitation on the right of the Participant to retain an Award arising because of the occurrence or non-occurrence of specified events or conditions. 2.26 Scheme of Arrangement means the Scheme of Arrangement sanctioned by order of the High Court of Justice of England and Wales effective July 12, 2019, pursuant to which shares of BrightSphere were exchanged for shares of the Company on a one-for-one basis. 2.27 Stock means Common Stock, par value $0.001 per share, of the Company, and such other securities as may be substituted for Stock pursuant to Section 8. 2.28 Stock Appreciation Right means a right to receive any excess in the Market Value of shares of Stock (except as otherwise provided in Section 7.2(b)) over a specified exercise price. 2.29 Stock Grant means the grant of shares of Stock not subject to restrictions or other forfeiture conditions. 2.30 Subsidiary means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if, at the relevant time, each of the corporations other than the last corporation in the 5 unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in the chain. 3. Term of the Plan Unless the Plan shall have been earlier terminated by the Board, Awards may be granted under this Plan at any time in the period commencing on the Effective Date and ending immediately prior to March 14, 2027, the tenth anniversary of the earlier of the adoption of the Prior Plan and the approval of the Prior Plan by the Company’s stockholders. Awards granted pursuant to the Plan within that period shall not expire solely by reason of the termination of the Plan. 4. Stock Subject to the Plan 4.1 Shares Issued Pursuant to the Plan. Shares of Stock available for issuance under the Plan may be authorized but unissued shares of Stock or authorized and issued shares of Stock held in the Company’s treasury. 4.2 Plan Share Limitations. At no time shall the number of shares of Stock to be issued to participants pursuant to Awards granted under the Plan exceed 2,251,228 shares of Stock, being the number of authorized shares of stock of BrightSphere remaining available for grant under the Prior Plan as of the Effective Date, and any additional shares that again become available for grant in accordance with Section 4. 3 pursuant to the forfeiture, expiration or settlement for cash of any Assumed Awards. 4.3 Share Counting. For purposes of applying the limitations of Section 4.2, if any shares of Stock subject to an Award are forfeited, an Award expires or an Award is settled for cash (in whole or in part), then in each such case the shares subject to such Award shall, to the extent of such forfeiture, expiration or cash settlement, be added to the shares of Stock available under the Plan. Notwithstanding anything to the contrary contained herein, shares of Stock tendered by a Participant or withheld by the Company in payment of the exercise price of an Option or tendered by a Participant or withheld by the Company to satisfy federal, state, local, foreign or other tax requirements with respect to any Award shall not be added to the shares of Stock available under the Plan. 4.4 Per Person Limitations. The maximum total value of Awards, based on their grant date fair value for financial reporting purposes, that are granted during a single fiscal year to any Non-Employee Director, together with any cash fees paid to such Non-Employee Director during the fiscal year, shall not exceed $600,000. The Committee may make exceptions to this limit for a non-executive chair of the Board or, in extraordinary circumstances, for other individual Non-Employee Directors, as the Committee may determine in its discretion, provided that the Non-Employee Director receiving such additional compensation may not participate in the decision to award such compensation. 4.5 Adjustment of Limitations. Each of the share limitations of this Section 4 shall be subject to adjustment pursuant to Section 8 of the Plan. 6 5. Administration The Plan shall be administered by the Committee; provided, however, that at any time and on any one or more occasions the Board may itself exercise any of the powers and responsibilities assigned to the Committee under the Plan and when so acting shall have the benefit of all of the provisions of the Plan pertaining to the Committee’s exercise of its authorities hereunder. The Committee may delegate ministerial, non-discretionary functions with respect to the administration of the Plan to any officers or employees of the Company or its Affiliates, or to one or more third-party stock plan administrators. Subject to the provisions of the Plan, the Committee shall have complete authority, in its discretion, to make or to select the manner of making all determinations with respect to each Award to be granted by the Company under the Plan, including the Non-Employee Director to receive the Award and the form of Award, and in making such determinations, the Committee may take into account such factors as the Committee in its discretion shall deem relevant. Subject to the provisions of the Plan, the Committee shall also have complete authority to interpret the Plan, to prescribe, amend and rescind rules and regulations relating to it, to determine the terms and provisions of the respective Award Agreements (which need not be identical), and to make all other determinations necessary or advisable for the administration of the Plan. The Committee’s determinations made in good faith on matters referred to in the Plan shall be final, binding and conclusive on all persons having or claiming any interest under the Plan or an Award made pursuant hereto. 6. Authorization of Grants 6.1 Eligibility. The Committee may grant from time to time and at any time prior to the termination of the Plan one or more Awards, either alone or in combination with any other Awards, to any Non-Employee Director. Notwithstanding the foregoing, no member of the Committee shall vote or act upon any matter relating solely to himself or herself. Grants of Awards to members of the Committee must be ratified by the Board. 6.2 General Terms of Awards. Each grant of an Award shall be subject to all applicable terms and conditions of the Plan (including but not limited to any specific terms and conditions applicable to that type of Award set out in the following Section), and such other terms and conditions, not inconsistent with the terms of the Plan, as determined by the Committee. No prospective Participant shall have any rights with respect to an Award, unless and until such Participant shall have complied with the applicable terms and conditions of such Award. 6.3 Assumed Awards. (a) Each award of restricted stock made under the Prior Plan and outstanding immediately prior to the Effective Date became an Award of Restricted Stock under the Plan upon the Effective Date, substituting shares of Stock for shares of BrightSphere on a one-for-one basis. Each such Assumed Award of Restricted Stock shall be subject to the same terms and conditions on and after the Effective Date as the terms and conditions applicable to the award immediately prior to the Effective Date. (b) Each award of restricted stock units made under the Prior Plan and outstanding immediately prior to the Effective Date became an Award of Restricted Stock Units under the Plan upon the Effective Date, substituting shares of Stock for shares of BrightSphere on a one-for-one basis. Each such Assumed Award of Restricted Stock Units shall be subject to the same terms and conditions on and after the Effective Date as the terms and conditions applicable to the award immediately prior to the Effective Date. 7 6.4 Effect of Termination of Service. Unless the Committee shall provide otherwise with respect to any Award (including, but not limited to, in a Participant’s Award Agreement), if the Participant’s service with the Company and its Affiliates ends for any reason, including because the Subsidiary of which the Non-Employee Director is a director ceasing to be an Affiliate, (a) any outstanding Option or Stock Appreciation Right of the Participant shall cease to be exercisable in any respect not later than thirty (30) days following that event and, for the period it remains exercisable following that event, shall be exercisable only to the extent exercisable at the date of that event, (b) with respect to any Award of Restricted Stock, the Participant shall forfeit his or her beneficial interest in the underlying shares, and (c) any other outstanding Award of the Participant shall be forfeited and cancelled on the terms specified in the applicable Award Agreement. Cessation of the performance of services in one capacity, for example, as a non-employee director, shall not result in termination of an Award while the Participant continues to perform services in another capacity, for example as an employee. Military or sick leave or other bona fide leave shall not be deemed a termination of services, provided that it does not exceed a period of ninety (90) days. To the extent consistent with applicable law, the Committee may provide that Awards continue to vest for some or all of the period of any such leave, or that their vesting shall be tolled during any such leave and only recommence upon the Participant’s return from leave, if ever. 6.5 Non-Transferability of Awards. Awards shall not be transferable, and no Award or interest therein may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. All of a Participant’s rights in any Award may be exercised during the life of the Participant only by the Participant or the Participant’s legal representative. 7. Specific Terms of Awards 7.1 Options. (a) Grant Date. The granting of an Option shall take place at the time specified in the Award Agreement. (b) Exercise Price. The price at which shares of Stock may be acquired under each Option shall be not less than 100% of the Market Value of Stock on the Grant Date. Notwithstanding anything to the contrary in this Section 7.1(b), any Option issued in substitution for an option previously issued by another entity, which substitution occurs in connection with a transaction described in applicable regulations pursuant to Section 409A of the Code, may provide for an exercise price computed in accordance with such Code section and the regulations thereunder. (c) Exercisability. An Option may be immediately exercisable or become exercisable in such instalments, cumulative or non-cumulative, as the Committee may determine. In the case of an Option not otherwise immediately exercisable in full, the Committee may Accelerate such Option in whole or in part at any time. (d) Method of Exercise. An Option may be exercised by the Optionee giving written notice, in the manner provided in Section 17, specifying the number of shares of Stock with respect to which the Option is then being exercised. The notice shall be accompanied by payment in the form of cash, electronic funds transfer or check payable to the order of the Company in an amount equal to the exercise price of the shares of Stock to be purchased. If the Stock is traded on an established market, payment of any exercise price may also be made through and under the terms and conditions of any formal cashless exercise program authorized by the Company entailing the sale of the Stock subject to an Option in a brokered transaction (other than to the Company). Receipt by the Company of such notice and payment in any authorized or combination of authorized means shall constitute the exercise of the Option. Within thirty (30) days thereafter but subject to the remaining provisions of the Plan, the Company shall deliver or cause to be delivered to the Optionee or his agent a certificate or certificates or shall cause 8 the Stock to be held in book-entry position through the direct registration system of the Company’s transfer agent for the number of shares then being purchased. (e) Option Period. No Option may be exercised on or after the tenth anniversary of the Grant Date; provided, however, that, in the event an Option would expire when trading in Company Stock is prohibited by law or by the Company’s insider trading policy, the period in which such Option may be exercised shall be extended to the thirtieth (30th) day after expiration of the prohibition. (f) Nonqualified Option Characterization. Options under the Plan are not intended to be treated as “incentive stock options” within the meaning of Section 422 of the Code. 7.2 Stock Appreciation Rights. (a) Tandem or Stand-Alone. Stock Appreciation Rights may be granted in tandem with an Option or after the award of an Option, or alone and unrelated to an Option. Stock Appreciation Rights in tandem with an Option shall terminate to the extent that the related Option is exercised, and the related Option shall terminate to the extent that the tandem Stock Appreciation Rights are exercised. (b) Exercise Price. Stock Appreciation Rights shall have an exercise price of not less than one hundred percent (100%) of the Market Value of the Stock on the date of award, or in the case of Stock Appreciation Rights in tandem with Options, the exercise price of the related Option. Notwithstanding anything to the contrary in this Section 7.2(b), any Stock Appreciation Right issued in substitution for a stock appreciation right previously issued by another entity, which substitution occurs in connection with a transaction described in applicable regulations pursuant to Section 409A of the Code, may provide for an exercise price computed in accordance with such Code section and the regulations thereunder. (c) Other Terms. Except as the Committee may deem inappropriate or inapplicable in the circumstances, Stock Appreciation Rights shall be subject to terms and conditions substantially similar to those applicable to an Option. In addition, a Stock Appreciation Right related to an Option which can only be exercised during limited periods following a Change of Control may entitle the Participant to receive an amount based upon the highest price paid or offered for Stock in any transaction relating to the Change of Control or paid during the thirty (30) day period immediately preceding the occurrence of the Change of Control in any transaction reported in the stock market in which the Stock is normally traded. 7.3 Restricted Stock. (a) Purchase Price. Shares of Restricted Stock shall be issued under the Plan for such consideration, if any, in cash, other property or services, or any combination thereof, as is determined by the Committee. (b) Issuance of Stock. A Participant’s shares of Restricted Stock shall be held in book-entry position through the direct registration system of the Company’s transfer agent, in the manner set forth in the Award Agreement, provided, however that the Committee may determine that a stock certificate shall be issued in respect of such shares of Restricted Stock. If a certificate is issued, such certificate shall be registered in the name of such Participant, and, if applicable, shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Award substantially in the following form: The shares evidenced by this certificate are subject to the terms and conditions of the Acadian Asset Management Inc. Non-Employee Directors’ Equity Incentive Plan and an Award Agreement entered into by the registered owner and Acadian Asset Management Inc., copies of which will be furnished by the Company to the holder of the shares evidenced by this certificate upon written request and without charge. If the Stock is held in book-entry position through the direct registration system of the Company’s transfer agent, the restrictions will be appropriately noted. 9 (c) Escrow of Shares. The Committee may require that any stock certificates evidencing shares of Restricted Stock be held in custody by a designated escrow agent (which may but need not be the Company) until the restrictions thereon shall have lapsed, and that the Participant deliver a stock power, endorsed in blank, relating to the Stock covered by such Award. (d) Restrictions and Restriction Period. During the Restriction Period applicable to shares of Restricted Stock, such shares shall be subject to limitations on transferability and a Risk of Forfeiture arising on the basis of such conditions relating to the performance of services as the Committee may determine and provide for in the applicable Award Agreement. Any such Risk of Forfeiture may be waived or terminated, or the Restriction Period shortened, at any time by the Committee on such basis as it deems appropriate. (e) Rights Pending Lapse of Risk of Forfeiture or Forfeiture of Award. Except as otherwise provided in the Plan or the applicable Award Agreement, the Participant shall have all of the rights of a stockholder of the Company with respect to any outstanding shares of Restricted Stock, including the right to vote, and the right to receive any dividends with respect to, the shares of Restricted Stock. (f) Lapse of Restrictions. If and when the Restriction Period expires without a prior forfeiture, any certificates for such shares shall be delivered to the Participant promptly if not theretofore so delivered. (g) Forfeiture of Restricted Stock. Upon forfeiture of an Award of Restricted Stock, the Participant’s beneficial ownership of the shares of Restricted Stock and the legal ownership thereof shall be transferred to and reacquired by the Company, and the Participant shall not thereafter have any rights (including dividend and voting rights) with respect to such Restricted Stock that shall have been so forfeited, other than, if applicable, any vested right to dividends whose record date precedes the date of forfeiture. 7.4 Restricted Stock Units. (a) Character. Each Restricted Stock Unit shall entitle the recipient to a share of Stock at the close of such Restriction Period as the Committee may establish and subject to a Risk of Forfeiture arising on the basis of conditions relating to the performance of services as the Committee may determine and provide for in the applicable Award Agreement. Any Risk of Forfeiture may be waived or terminated, or the Restriction Period shortened, at any time by the Committee on such basis as it deems appropriate. (b) Form and Timing of Payment. Payment of vested Restricted Stock Units shall be made promptly following the close of the applicable Restriction Period. A Participant shall be responsible for payment in cash of the nominal value of any shares of Stock issued to the Participant in settlement of Restricted Stock Units. If so provided in the Award Agreement in the discretion of the Committee, Participants may be entitled to receive payments equivalent to any dividends declared with respect to Stock referenced in grants of Restricted Stock Units but only following the close of the applicable Restriction Period and then only if the underlying Stock shall have become vested. Unless the Committee shall provide otherwise, any such dividend equivalents shall be paid, if at all, without interest or other earnings. 7.5 Stock Grants. Stock Grants shall be awarded solely in recognition of significant prior or expected contributions to the success of the Company or its Affiliates, as an inducement to continued service to the Company and its Subsidiaries, in lieu of compensation otherwise already due, and in such other limited circumstances as the Committee deems appropriate. A Participant shall be responsible for payment in cash of the nominal value of any shares of Stock issued to the Participant pursuant to a Stock Grant. 10 7.6 Awards to Participants Outside the United States. The Committee may modify the terms of any Award under the Plan granted to a Participant who is, at the time of grant or during the term of the Award, resident or primarily providing services outside of the United States in any manner deemed by the Committee to be necessary or appropriate in order that the Award shall conform to laws, regulations, procedures, and customs of the country in which the Participant is then resident or primarily providing services, or so that the value and other benefits of the Award to the Participant, as affected by foreign tax laws and other restrictions applicable as a result of the Participant’s residence or services provided abroad, shall be as comparable as practicable to the value of such an Award to a Participant who is resident or primarily providing services in the United States. The Committee may establish supplements or sub-plans to, or amendments, restatements, or alternative versions of, the Plan for the purpose of granting and administrating any such modified Award. No such modification, supplement, sub-plan, amendment, restatement or alternative version may increase the share limits of Section 4. 8. Adjustment Provisions 8.1 Adjustment for Corporate Actions. All of the share numbers set forth in the Plan reflect the capital structure of the Company as of the Effective Date. If subsequent to that date the outstanding shares of Stock (or any other securities covered by the Plan by reason of the prior application of this Section) are increased, decreased, or exchanged for a different number or kind of shares or other securities, or if additional shares or new or different shares or other securities are distributed with respect to shares of Stock, as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar distribution with respect to such shares of Stock, or in the event of an extraordinary cash distribution on Stock, the Committee shall make an appropriate and proportionate adjustment in (a) the maximum numbers and kinds of shares provided in Section 4, (b) the numbers and kinds of shares or other securities subject to the then outstanding Awards, (c) the exercise price for each share or other unit of any other securities subject to then outstanding Options and Stock Appreciation Rights (without change in the aggregate purchase price as to which such Options or Rights remain exercisable), and (d) the amount, if any, payable on forfeiture for each share of Restricted Stock then subject to a Risk of Forfeiture. 8.2 Adjustment of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events. In the event of any corporate action not specifically covered by the preceding Section, including but not limited to a corporate separation or other reorganization or a liquidation, dissolution or winding up of the Company, the Committee may make such adjustment of outstanding Awards and their terms, if any, as it, in its sole discretion, may deem equitable and appropriate in the circumstances. The Committee may make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events (including, without limitation, the events described in this Section) affecting the Company or the financial statements of the Company or of changes in applicable laws, regulations, or accounting principles, whenever the Committee determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan. 8.3 Related Matters. Any adjustment in Awards made pursuant to Section 8.1 or 8.2 shall be determined and made, if at all, by the Committee, acting in its sole discretion, and shall include any correlative modification of terms, including of Option exercise prices, rates of vesting or exercisability, Risks of Forfeiture, and amounts, if any, payable upon forfeiture of Restricted Stock, which the Committee may deem necessary or appropriate so as to ensure the rights of the Participants in their respective Awards are not substantially diminished nor enlarged as a result of the adjustment and corporate action other than as expressly contemplated in this Section 8. The Committee, in its discretion, may determine that no fraction of a share of Stock shall be purchasable or deliverable upon exercise, and in that event if any adjustment hereunder of the number of shares of Stock covered by an Award would cause such number to include a fraction of a share of Stock, such number of shares of Stock shall be adjusted to the nearest smaller whole number of shares. 11 8.4 Transactions. (a) Definition of Transaction. In this Section 8.4, “Transaction” means (i) any merger or consolidation of the Company with or into another entity as a result of which the Stock of the Company is converted into or exchanged for the right to receive cash, securities or other property or is cancelled, (ii) any sale or exchange of all of the Stock of the Company for cash, securities or other property, (iii) any sale, transfer, or other disposition of all or substantially all of the Company’s assets to one or more other persons in a single transaction or series of related transactions or (iv) any liquidation, dissolution or winding up of the Company. (b) Treatment of Options and Stock Appreciation Rights. In a Transaction, the Committee may take any one or more of the following actions as to all or any (or any portion of) outstanding Options and Stock Appreciation Rights (collectively, “Rights”). (i) Provide that such Rights shall be assumed, or substantially equivalent rights shall be provided in substitution therefore, by the acquiring or succeeding entity (or an affiliate thereof). (ii) Upon written notice to the holders, provide that the holders’ unexercised Rights will terminate immediately prior to the consummation of such Transaction unless exercised within a specified period following the date of such notice. (iii) Provide that outstanding Rights shall become exercisable in whole or in part prior to or upon the Transaction. (iv) Provide for cash payments, net of applicable tax withholdings, to be made to holders equal to the excess, if any, of (A) the acquisition price times the number of shares of Stock subject to an Option (to the extent the exercise price does not exceed the acquisition price) over (B) the aggregate exercise price for all such shares of Stock subject to the Option, in exchange for the termination of such Option; provided, that if the acquisition price does not exceed the exercise price of any such Option, the Committee may cancel that Option without the payment of any consideration therefore prior to or upon the Transaction. For this purpose, “acquisition price” means the amount of cash, and market value of any other consideration, received in payment for a share of Stock surrendered in a Transaction but need not take into account any deferred consideration unless and until received. (v) Provide that, in connection with a liquidation, dissolution or winding up of the Company, Rights shall convert into the right to receive liquidation proceeds net of the exercise price thereof and any applicable tax withholdings. (vi) Any combination of the foregoing. 12 For purposes of paragraph (i) above, a Right shall be considered assumed, or a substantially equivalent right shall be considered to have been provided in substitution therefor, if following consummation of the Transaction, the Right confers the right to purchase or receive the value of, for each share of Stock subject to the Right immediately prior to the consummation of the Transaction, the consideration (whether cash, securities or other property) received as a result of the Transaction by holders of Stock for each share of Stock held immediately prior to the consummation of the Transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Stock); provided, however, that if the consideration received as a result of the Transaction is not solely common stock (or its equivalent) of the acquiring or succeeding entity (or an affiliate thereof), the Committee may provide for the consideration to be received upon the exercise of the Right to consist of or be based solely on common stock (or its equivalent) of the acquiring or succeeding entity (or an affiliate thereof) equivalent in value to the per share consideration received by holders of outstanding shares of Stock as a result of the Transaction. (c) Treatment of Other Awards. As to outstanding Awards other than Options or Share Appreciation Rights, upon the occurrence of a Transaction other than a liquidation, dissolution or winding up of the Company which is not part of another form of Transaction, the rights of the Company under each such Award shall inure to the benefit of the Company’s successor and shall, unless the Committee determines otherwise, apply to the cash, securities or other property which the Stock was converted into or exchanged for pursuant to such Transaction in the same manner and to the same extent as they applied to the Award. Upon the occurrence of a Transaction involving a liquidation, dissolution or winding up of the Company which is not part of another form of Transaction, except to the extent specifically provided to the contrary in the instrument evidencing any Award or any other agreement between a Participant and the Company, all Risks of Forfeiture shall automatically be deemed terminated. (d) Related Matters. In taking any of the actions permitted under this Section 8.4, the Committee shall not be obligated to treat all Awards, all Awards held by a Participant, or all Awards of the same type, identically. Any determinations required to carry out the foregoing provisions of this Section 8.4, including but not limited to the market value of other consideration received by holders of Stock in a Transaction and whether substantially equivalent Rights have been substituted, shall be made by the Committee acting in its sole discretion. In connection with any action or actions taken by the Committee in respect of Awards and in connection with a Transaction, the Committee may require such acknowledgements of satisfaction and releases from Participants as it may determine. 9. Change of Control The Committee may determine, at the time of grant of an Award or thereafter, that, upon the occurrence of a Change of Control, or upon the occurrence of a Change of Control in combination with another event, including but not limited to the Participant’s involuntary termination of his or her service relationship with the Company and its Affiliates without Cause: (a) Options and Stock Appreciation Rights subject to the Award that are not already exercisable in full shall Accelerate with respect to all or a specified portion of the shares for which such Options or Stock Appreciation Rights are not then exercisable; and (b) any Risk of Forfeiture applicable to the Restricted Stock or Restricted Stock Units subject to the Award shall lapse with respect to all or a specified portion of the Restricted Stock and Restricted Stock Units still subject to such Risk of Forfeiture immediately prior to the Change of Control. 13 10. Settlement of Awards 10.1 In General. Options and Restricted Stock shall be settled in accordance with their terms. All other Awards may be settled in cash, Stock, or other Awards, or a combination thereof, as determined by the Committee at or after grant and subject to any contrary Award Agreement. The Committee may not require settlement of any Award in Stock pursuant to the immediately preceding sentence to the extent issuance of such Stock would be prohibited or unreasonably delayed by reason of any other provision of the Plan. 10.2 Violation of Law. Notwithstanding any other provision of the Plan or the relevant Award Agreement, if, at any time, in the reasonable opinion of the Company, the issuance of shares of Stock covered by an Award may constitute a violation of law, then the Company may delay such issuance until (i) approval shall have been obtained from such governmental agencies, other than the Securities and Exchange Commission, as may be required under any applicable law, rule, or regulation and (ii) in the case where such issuance would constitute a violation of a law administered by or a regulation of the Securities and Exchange Commission, one of the following conditions shall have been satisfied: (a) the shares of Stock are at the time of the issue of such shares effectively registered under the Securities Act of 1933, as amended; or (b) the Company shall have determined, on such basis as it deems appropriate (including an opinion of counsel in form and substance satisfactory to the Company) that the sale, transfer, assignment, pledge, encumbrance or other disposition of such shares does not require registration under the Securities Act of 1933, as amended or any applicable State securities laws. Furthermore, the inability of the Company to obtain or maintain, or the impracticability of it obtaining or maintaining, authority from any governmental agency having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance of any Stock hereunder, shall relieve the Company of any liability in respect of the failure to issue such Stock as to which such requisite authority shall not have been obtained, and shall constitute circumstances in which the Committee may determine to amend or cancel Awards pertaining to such Stock, with or without consideration to the affected Participants. 10.3 Corporate Restrictions on Rights in Stock. Any Stock to be issued pursuant to Awards granted under the Plan shall be subject to all restrictions upon the transfer thereof which may be now or hereafter imposed by the charter, certificate or articles, and by-laws, of the Company. 10.4 Investment Representations. The Company shall be under no obligation to issue any shares of Stock covered by any Award unless the shares to be issued pursuant to Awards granted under the Plan have been effectively registered under the Securities Act of 1933, as amended, or the Participant shall have made such written representations to the Company (upon which the Company believes it may reasonably rely) as the Company may deem necessary or appropriate for purposes of confirming that the issuance of such shares will be exempt from the registration requirements of that Act and any applicable state securities laws and otherwise in compliance with all applicable laws, rules and regulations of any jurisdiction in which Participants may reside or primarily work, including but not limited to that the Participant is acquiring the shares for his or her own account for the purpose of investment and not with a view to, or for sale in connection with, the distribution of any such shares. 14 10.5 Registration. If the Company shall deem it necessary or desirable to register under the Securities Act of 1933, as amended, or other applicable statutes any shares of Stock issued or to be issued pursuant to Awards granted under the Plan, or to qualify any such shares of Stock for exemption from the Securities Act of 1933, as amended or other applicable statutes, then the Company shall take such action at its own expense. The Company may require from each recipient of an Award, or each holder of shares of Stock acquired pursuant to the Plan, such information in writing for use in any registration statement, prospectus, preliminary prospectus or offering circular as is reasonably necessary for that purpose and may require reasonable indemnity to the Company and its officers and directors from that holder against all losses, claims, damage and liabilities arising from use of the information so furnished and caused by any untrue statement of any material fact therein or caused by the omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made. In addition, the Company may require of any such person that he or she agree that, without the prior written consent of the Company or the managing underwriter in any public offering of shares of Stock, he or she will not sell, make any short sale of, loan, grant any option for the purchase of, pledge or otherwise encumber, or otherwise dispose of, any shares of Stock during the 180 day period commencing on the effective date of the registration statement relating to the underwritten public offering of securities. Without limiting the generality of the foregoing provisions of this Section 10.5, if in connection with any underwritten public offering of securities of the Company the managing underwriter of such offering requires that the Company’s directors and officers enter into a lock-up agreement containing provisions that are more restrictive than the provisions set forth in the preceding sentence, then (a) each holder of shares of Stock acquired pursuant to the Plan (regardless of whether such person has complied or complies with the provisions of clause (b) below) shall be bound by, and shall be deemed to have agreed to, the same lock-up terms as those to which the Company’s directors and officers are required to adhere; and (b) at the request of the Company or such managing underwriter, each such person shall execute and deliver a lock-up agreement in form and substance equivalent to that which is required to be executed by the Company’s directors and officers. 10.6 Placement of Legends; Stop Orders; etc. Each share of Stock to be issued pursuant to Awards granted under the Plan may bear a reference to the investment representations made in accordance with Section 10.4 in addition to any other applicable restrictions under the Plan, to the terms of the Award and, if applicable, to the fact that no registration statement has been filed with the Securities and Exchange Commission in respect to such shares of Stock. All shares of Stock or other securities issued under the Plan shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations, and other requirements of any stock exchange upon which the Stock is then listed, and any applicable federal or state securities law, and the Committee may cause a legend or legends to be placed on any such certificates to make appropriate reference to such restrictions, or, if the Stock will be held in book-entry position through the direct registration system of the Company’s transfer agent, the restrictions will be appropriately noted. 10.7 Tax Withholding. Whenever shares of Stock are issued or vested or to be issued or vested pursuant to Awards granted under the Plan, the Company shall have the right to require the recipient to remit to the Company an amount sufficient to satisfy federal, state, local, foreign or other withholding tax requirements if, when, and to the extent required by law (whether so required to secure for the Company an otherwise available tax deduction or otherwise) prior to the delivery of any certificate or certificates, held in book-entry position through the direct registration system of the Company’s transfer agent, for such shares, or prior to the vesting of such shares, as applicable. The Committee is authorized to establish procedures for election by Participants to satisfy such obligation for the payment of such taxes by (a) tendering previously acquired shares (either actually or by attestation); (b) directing the Company to withhold shares of Stock (up to the minimum statutory rate or such higher rate as is permitted under applicable tax withholding rules) otherwise deliverable in connection with the Award or (c) selling shares of Stock into the market. The obligations of the Company under the Plan shall be conditional on satisfaction of all such withholding obligations and the Company shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to a Participant or to utilize any other withholding method prescribed by the Committee from time to time. 15 10.8 Bylaws; Other Company Policies. This Plan and all Awards granted hereunder are subject to the bylaws of the Company, as they may be amended from time to time, and all other Company policies duly adopted by the Board, the Committee or any other committee of the Board and as in effect from time to time regarding the acquisition, ownership or sale of Stock by employees and other service providers, including, without limitation, policies intended to limit the potential for insider trading and to avoid or recover compensation payable or paid on the basis of inaccurate financial results or statements, employee and other service provider conduct, and other similar events. 11. Reservation of Stock The Company shall at all times during the term of the Plan and any outstanding Awards granted hereunder reserve or otherwise keep available such number of shares of Stock as will be sufficient to satisfy the requirements of the Plan (if then in effect) and the Awards and shall pay all fees and expenses necessarily incurred by the Company in connection therewith. 12. Limitation of Rights in Stock; No Special Service Rights A Participant shall not be deemed for any purpose to be a stockholder of the Company with respect to any of the shares of Stock subject to an Award, unless and until a certificate shall have been issued therefor and delivered to the Participant or his agent, or the Stock shall be issued through the direct registration system of the Company’s transfer agent. Any Stock to be issued pursuant to Awards granted under the Plan shall be subject to all restrictions upon the transfer thereof which may be now or hereafter imposed by the certificate or articles of incorporation and the by-laws of the Company. Nothing contained in the Plan or in any Award Agreement shall confer upon any recipient of an Award any right with respect to the continuation of his or her service relationship with the Company (or any Affiliate), or interfere in any way with the right of the Company (or any Affiliate), subject to the terms of any separate agreement or provision of law or articles of association or by-laws to the contrary, at any time to terminate such service relationship or to increase or decrease, or otherwise adjust, the other terms and conditions of the recipient’s service relationship with the Company and its Affiliates. 13. Unfunded Status of Plan The Plan is intended to constitute an “unfunded” plan for incentive compensation, and the Plan is not intended to constitute a plan subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended. With respect to any payments not yet made to a Participant by the Company, nothing contained herein shall give any such Participant any rights that are greater than those of a general creditor of the Company. In its sole discretion, the Committee may authorize the creation of trusts or other arrangements to meet the obligations created under the Plan to deliver Stock or payments with respect to Awards hereunder, provided, however, that the existence of such trusts or other arrangements is consistent with the unfunded status of the Plan. 14. Nonexclusivity of the Plan Neither the adoption of the Plan by the Board nor any action taken in connection with the adoption or operation of the Plan shall be construed as creating any limitations on the power of the Board to adopt such other incentive arrangements as it may deem desirable, including without limitation, the granting of stock options and restricted stock other than under the Plan, and such arrangements may be either applicable generally or only in specific cases. 15. No Guarantee of Tax Consequences It is intended that all Awards shall be granted and maintained on a basis which ensures they are exempt from, or otherwise compliant with, the requirements of Section 409A of the Code pertaining to non-qualified plans of deferred compensation, and the Plan shall be governed, interpreted and enforced consistent with such intent. However, neither the Company nor any Affiliate, nor any director, officer, agent, representative or employee of either, guarantees to the Participant or any other person any particular tax consequences as a result of the grant of, exercise of rights under, or payment in respect of an Award, including but not limited to that the provisions and penalties of Section 409A of the Code will or will not apply and no person shall have any liability to a Participant or any other party if a payment under an Award that is intended to benefit from favorable tax treatment or avoid adverse tax treatment fails to realize such intention or for any action taken by the Board or the Committee with respect to the Award. 16 16. Termination and Amendment of the Plan 16.1 Termination or Amendment of the Plan. Subject to the limitations contained in Section 16.3 below, including specifically the requirement of stockholder approval, if applicable, the Board may at any time terminate the Plan or make such modifications of the Plan as it shall deem advisable. Unless the Board otherwise expressly provides, no amendment of the Plan shall affect the terms of any Award outstanding on the date of such amendment. 16.2 Termination or Amendment of Outstanding Awards; Assumptions. Subject to the limitations contained in Section 16.3 below, including specifically the requirement of stockholder approval, if applicable, the Committee may at any time: (a) amend the terms of any Award theretofore granted, prospectively or retroactively, provided that the Award as amended is consistent with the terms of the Plan; (b) provide for the Acceleration of all or any portion of an Award; (c) within the limitations of the Plan, modify, extend or assume outstanding Awards or accept the cancellation of outstanding Awards or of outstanding stock options or other equity-based compensation awards granted by another issuer in return for the grant of new Awards for the same or a different number of shares of Stock and on the same or different terms and conditions (including but not limited to the exercise price of any Option); and (d) provide for settlement of a previously granted Award in cash or cash equivalents or authorize the recipient of an Award to elect to cash out an Award previously granted, in either case at such time and based upon such terms and conditions as the Committee shall establish. 16.3 Limitations on Amendments, Etc. (a) Without the approval of the Company’s stockholders, no amendment or modification of the Plan by the Board may (i) except as provided in Sections 8.1, 8.2 and 8.3, increase the number of shares of Stock which may be issued under the Plan, (ii) change the description of the persons eligible for Awards, or (iii) effect any other change for which stockholder approval is required by law or the rules of any relevant stock exchange. (b) No action by the Board or the Committee pursuant to this Section 16 shall impair the rights of the recipient of any Award outstanding on the date of such amendment or modification of such Award, as the case may be, without the Participant’s consent; provided, however, that no such consent shall be required if the Board or Committee, as the case may be, (i) determines in its sole discretion and prior to the date of any Change of Control that such amendment or alteration either is required or advisable in order for the Company, the Plan or the Award to satisfy any law or regulation, including without limitation the provisions of Section 409A of the Code, or to meet the requirements of or avoid adverse financial accounting consequences under any accounting standard, (ii) determines in its sole discretion and prior to the date of any Change of Control that such amendment or alteration is not reasonably likely to significantly diminish the benefits provided under the Award, or that any such diminution has been adequately compensated, or (iii) reasonably determines on or after the date of Change of Control that such amendment or alteration either is required or advisable in order for the Company, the Plan or the Award to satisfy any law or regulation, including without limitation the provisions of Section 409A of the Code. 17 (c) Except in connection with a corporate transaction involving the Company (including, without limitation, any stock dividend, distribution (whether in the form of cash, ordinary shares, other securities or other property), stock split, extraordinary cash dividend, recapitalization, change of control, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of ordinary shares or other securities, or similar transaction(s)), the Company may not, without obtaining stockholder approval: (i) amend the terms of outstanding Options or Stock Appreciation Rights to reduce the exercise price of such outstanding Options or Stock Appreciation Rights, (ii) cancel outstanding Options or Stock Appreciation Rights in exchange for Options or Stock Appreciation Rights with an exercise price that is less than the exercise price of the original Options or Stock Appreciation Rights, or (iii) cancel outstanding Options or Stock Appreciation Rights with an exercise price above the current stock price in exchange for cash or other securities. 17. Notices and Other Communications Any communication or notice required or permitted to be given under the Plan shall be in such form as the Committee may determine from time to time. If a notice, demand, request or other communication is required or permitted to be given in writing, then any such notice, demand, request or other communication hereunder to any party shall be deemed to be sufficient if contained in a written instrument delivered in person or duly sent by first class registered, certified or overnight mail, postage prepaid, or telecopied with a confirmation copy by regular, certified or overnight mail, addressed or telecopied, as the case may be, (i) if to the recipient of an Award, at his or her residence address last filed with the Company and (ii) if to the Company, at its principal place of business, addressed to the attention of its Head of Human Resources, or to such other address or telecopier number, as the case may be, as the addressee may have designated by notice to the addressor. All such notices, requests, demands and other communications shall be deemed to have been received: (i) in the case of personal delivery, on the date of such delivery; (ii) in the case of mailing, when received by the addressee; and (iii) in the case of facsimile transmission, when confirmed by facsimile machine report. Notwithstanding the foregoing, the Committee may, in its sole discretion, determine to deliver and require Participants to deliver documentation in connection with current or future participation in the Plan by electronic means. Acceptance by a Participant of an Award shall constitute consent to receive documents in connection with the Plan by electronic delivery and/or to participate in the Plan through an on-line or electronic system established and maintained by the Company or by a third party designated by the Company. 18. Governing Law The Plan and all Award Agreements and actions taken hereunder and thereunder shall be governed, interpreted and enforced in accordance with the laws of Delaware, without regard to the conflict of laws principles thereof. 18 Time-Based Vesting Restricted Stock Unit Grant - U.S. Taxpayers ACADIAN ASSET MANAGEMENT INC. NON-EMPLOYEE DIRECTORS’ EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is made effective as of , 20 (the “Grant Date”) between Acadian Asset Management Inc., a Delaware corporation (the “Company”), and (the “Participant”). WITNESSETH: WHEREAS, the Company has adopted the Acadian Asset Management Inc. Non-Employee Directors’ Equity Incentive Plan, as amended (the “Plan”) for the benefit of the non-employee directors of the Company and its Subsidiaries; and WHEREAS, the Committee, as defined in the Plan, has authorized the Award to the Participant of Restricted Stock Units under the Plan, on the terms and conditions set forth in the Plan and in this Agreement; NOW, THEREFORE, in consideration of the premises contained herein, the Company and the Participant hereby agree as follows: 1. Definitions. Capitalized terms used but not defined in this Agreement shall have the meanings set forth in the Plan. 2. Award of Restricted Stock Units. The Committee hereby grants to the Participant, on the Grant Date set forth above, Restricted Stock Units. 3. Vesting of Restricted Stock Units. The Restricted Stock Units will become non-forfeitable and the Risk of Forfeiture shall lapse on the vesting dates (the “Vesting Dates”) and in the proportions described below, provided that the Participant continuously provides services to the Company or an Affiliate until the applicable Vesting Date. Shares Vesting Vesting Date % 4. Forfeiture of Restricted Stock Units. If the Participant ceases to provide services to the Company and its Affiliates prior to a Vesting Date for any reason, except as described in Section 5, any unvested Restricted Stock Units shall automatically be forfeited, and all of the Participant’s rights to and interest in the Restricted Stock Units shall terminate without payment of consideration. 5. Accelerated Vesting Upon Certain Terminations. If the Participant’s services to the Company and its Affiliates terminate prior to a Vesting Date as a result of the Participant’s death or disability, or if the Participant is not reelected to the Board or the Participant’s services to the Company and its Affiliates are otherwise involuntarily terminated without Cause, the Committee may, in its sole discretion, provide that the Participant’s Restricted Stock Units shall not be forfeited in accordance with Section 4, and that the Risk of Forfeiture shall lapse and all unvested Restricted Stock Units shall become fully vested and nonforfeitable upon such termination of services. 6. Settlement of Restricted Stock Units. Within a reasonable period of time after each Vesting Date, or the date of any termination of services upon which any Restricted Stock Units vest in accordance with Section 5, but in any event within 70 days of each such date, the Company shall issue to or for the benefit of the Participant that number of shares of Stock equal to the aggregate number of Restricted Stock Units that vested on such date. 7. Voting and Dividend Equivalents. Unless and until shares of Stock are issued by the Company to the Participant in settlement of vested Restricted Stock Units hereunder and are evidenced in book entry form on the records of the Company’s transfer agent in the name of the Participant, Participant shall not be, or have any of the rights or privileges of, a stockholder of the Company. Following vesting of any Restricted Stock Units hereunder, the Participant shall be entitled to receive payments (without interest or other earnings) equivalent to any dividends declared with respect to the shares of Stock underlying such vested Restricted Stock Units, the record dates for which fall on or after the Grant Date and prior to the date on which such shares of Stock are settled upon the Participant, at the time such shares of Stock are issued to the Participant in accordance with Section 6. 8. Authority of the Committee. This Agreement and the Restricted Stock Units awarded hereunder shall be subject to such rules and regulations as the Committee shall adopt pursuant to the Plan. All decisions of the Committee upon any question arising under the Plan or under this Agreement shall be final, conclusive and binding upon the Participant and any person claiming any interest in the Award made under this Agreement. 9. Plan Terms. The terms of the Plan are hereby incorporated herein by reference. In the event of a conflict between the terms and conditions of this Agreement and the terms and conditions of the Plan, the terms and conditions of the Plan shall prevail. 10. No Rights to Continued Service. The Award of Restricted Stock Units pursuant to this Agreement shall not give the Participant any right to continue in service with the Company or any Affiliate. 11. Amendment. The terms of this Award of Restricted Stock Units as evidenced by this Agreement may be amended by the Committee without the approval of the Participant, subject however to the limitations set out in the Plan, or may be amended by written agreement of the Participant and the Company. The Company reserves the right to amend the Plan at any time, subject to any limitations set out in the Plan. 12. Governing Law. This Agreement shall be governed, interpreted and enforced in accordance with the laws of the State of Delaware without regard to the conflict of laws principles thereof. 13. Participant Acknowledgment. By executing this Agreement, the Participant hereby acknowledges that he or she has received and read the Plan and this Agreement and that he or she agrees to be bound by all of the terms and conditions of the Restricted Stock Unit Award as set forth in this Agreement, subject to the terms and conditions of the Plan. The Participant understands that the Participant (and not the Company or any of its Affiliates) shall be responsible for the federal, state, local or foreign tax liability and any other tax consequences to the Participant that may arise as a result of the grant of this Award of Restricted Stock Units and the vesting and delivery of shares of Stock as contemplated by this Agreement. By executing this Agreement, the Participant hereby consents to receive documents in relation to the Plan and this Award by electronic delivery, and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or by a third party designated by the Company. ACADIAN ASSET MANAGEMENT INC. EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is made effective as of , 20 (the “Grant Date”) between Acadian Asset Management Inc., a Delaware corporation (the “Company”), and (the “Participant”). WITNESSETH: WHEREAS, the Company has adopted the Acadian Asset Management Inc. Equity Incentive Plan, as amended (the “Plan”) for the benefit of the employees of the Company and its Subsidiaries; and WHEREAS, the Committee, as defined in the Plan, has authorized the Award to the Participant of Restricted Stock Units under the Plan, on the terms and conditions set forth in the Plan and in this Agreement; NOW, THEREFORE, in consideration of the premises contained herein, the Company and the Participant hereby agree as follows: 1. Definitions. Capitalized terms used but not defined in this Agreement shall have the meanings set forth in the Plan. 2. Award of Restricted Stock Units. The Committee hereby grants to the Participant, on the Grant Date set forth above, Restricted Stock Units. 3. Vesting of Restricted Stock Units. The Restricted Stock Units will become non-forfeitable and the Risk of Forfeiture shall lapse on the vesting dates (the “Vesting Dates”) and in the proportions described below, provided that the Participant is continuously employed by the Company or an Affiliate until the applicable Vesting Date. Restricted Stock Units Vesting Vesting Date 4. Forfeiture of Restricted Stock Units. If the Participant’s employment with the Company and its Affiliates terminates prior to a Vesting Date for any reason, except as described in Section 5, any unvested Restricted Stock Units shall automatically be forfeited, and all of the Participant’s rights to and interest in the Restricted Stock Units shall terminate without payment of consideration. 5. Accelerated Vesting Upon Certain Terminations. If the Participant’s employment with the Company and its Affiliates terminates prior to a Vesting Date as a result of the Participant’s: (a) death; (b) involuntary termination for disability for which the Participant qualifies for benefits under a long-term disability plan sponsored by the Company or an Affiliate; or (c) involuntary termination without Cause, (i) the Participant’s Restricted Stock Units shall not be forfeited in accordance with Section 4, and all the unvested Restricted Stock Units shall become fully vested and nonforfeitable upon such termination of employment. 6. Settlement of Restricted Stock Units. Within a reasonable period of time after each Vesting Date (and in any event within the calendar year that includes the Vesting Date) the Company shall pay and transfer to the Participant that number of shares of Stock equal to the aggregate number of Restricted Stock Units that vested on that Vesting Date. 7. Voting and Dividend Equivalents. Unless and until shares of Stock are issued or transferred by the Company to the Participant in settlement of vested Restricted Stock Units hereunder and are evidenced in book entry form on the records of the Company’s transfer agent in the name of the Participant, Participant shall not be, or have any of the rights or privileges of, a stockholder of the Company. Following vesting of any Restricted Stock Units hereunder, the Participant shall be entitled to receive payments (without interest or other earnings) equivalent to any dividends declared with respect to the shares of Stock underlying such vested Restricted Stock Units, the record dates for which fall on or after the Grant Date and prior to the date on which such shares of Stock are settled upon the Participant, at the time such shares of Stock are issued or transferred to the Participant in accordance with Section 6. 8. Authority of the Committee. This Agreement and the Restricted Stock Units awarded hereunder shall be subject to such rules and regulations as the Committee shall adopt pursuant to the Plan. All decisions of the Committee upon any question arising under the Plan or under this Agreement shall be final, conclusive and binding upon the Participant and any person claiming any interest in the Award made under this Agreement. 9. Withholding. The Company shall have the right to require the Participant to remit to the Company an amount sufficient to satisfy federal, state, local, foreign or other withholding tax requirements if, when, and to the extent required by law in connection with the Participant’s Award of Restricted Stock Units (whether so required to secure for the Company an otherwise available tax deduction or otherwise) prior to the delivery of any certificate or certificates, held in book-entry position through the direct registration system of the Company’s transfer agent, for such shares, or prior to the vesting of such shares, as applicable. The obligations of the Company under the Plan shall be conditional on satisfaction of all such withholding obligations and the Company shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to a Participant or to utilize any other withholding method prescribed by the Committee from time to time. 10. Plan Terms. The terms of the Plan are hereby incorporated herein by reference. In the event of a conflict between the terms and conditions of this Agreement and the terms and conditions of the Plan, the terms and conditions of the Plan shall prevail. 11. No Employment Rights. The Award of Restricted Stock Units pursuant to this Agreement shall not give the Participant any right to remain employed with the Company or any Affiliate. 12. Amendment. The terms of this Award of Restricted Stock Units as evidenced by this Agreement may be amended by the Committee without the approval of the Participant, subject however to the limitations set out in the Plan, or may be amended by written agreement of the Participant and the Company. The Company reserves the right to amend the Plan at any time, subject to any limitations set out in the Plan. 13. Governing Law. This Agreement shall be governed, interpreted and enforced in accordance with the laws of the State of Delaware without regard to the conflict of laws principles thereof. 14. Participant Acknowledgment. By accepting this Award electronically, the Participant hereby acknowledges that he or she has received and read the Plan and this Agreement and that he or she agrees to be bound by all of the terms and conditions of the Restricted Stock Unit Award as set forth in this Agreement, subject to the terms and conditions of the Plan. The Participant hereby further acknowledges and agrees that his or her right to receive or retain this Award, any amount received pursuant to this Award (in cash or shares of Stock), and any profit or gain realized in connection with this Award, is subject to cancellation and recoupment in accordance with the Company’s Claw-back Policy, as in force from time to time. The Participant understands that the Participant (and not the Company or any of its Affiliates) shall be responsible for the federal, state, local or foreign tax liability and any other tax consequences to the Participant that may arise as a result of the grant of this Award of Restricted Stock Units and the issuance or transfer of shares of Stock as contemplated by this Agreement. By executing this Agreement, the Participant hereby consents to receive documents in relation to the Plan and this Award by electronic delivery, and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or by a third party designated by the Company. ACADIAN ASSET MANAGEMENT INC. By: Its: The Participant acknowledges that, by accepting this Award electronically, he or she accepts this Award and agrees to be bound by the terms and conditions set forth in this Agreement and the Plan document. . ACADIAN ASSET MANAGEMENT LLC BONUS PLAN As Amended and Restated Effective as of January 1, 2025 Acadian Asset Management LLC Bonus Plan As Amended and Restated Effective as of January 1, 2025 1. Establishment of Plan Acadian Asset Management LLC (the “Company”) originally established the Acadian Asset Management Bonus Plan effective February 28, 2016 (the “Plan”). The Plan was previously amended and restated as of July 1, 2017 and is further amended, restated and continued effective as of January 1, 2025. “Plan Year” shall refer to any calendar year during which the Plan is in effect. Capitalized terms not defined in the Plan shall have the meanings set forth in the Company’s Seventh Amended and Restated Limited Liability Company Agreement, dated as of February 26, 2018 as amended from time to time (the “LLC Agreement”). 2. Bonus Pool a. In General. With respect to each Plan Year, the “Bonus Pool” shall reflect the amount determined pursuant to the formulas and definitions set forth on Annex A. b. Offsets to the Bonus Pool. The Compensation Committee of the Company (the “Compensation Committee”) may, from time to time and in its sole discretion, (i) in connection with the redemption or purchase of equity interests (“KELP Interests”) in Acadian KELP LP (the “KELP”) from partners of the KELP in accordance with the terms of the LLC Agreement and the Third Amended and Restated Limited Partnership Agreement of the KELP, dated as of February 26, 2018 as amended from time to time (the “KELP Agreement”) and Letter of Understanding, dated February 26, 2018 (as amended from time to time) among the KELP, the Company and BrightSphere Affiliate Holdings LLC, determine to fund such redemptions, in whole or in part, from the Bonus Pool for any Plan Year, and (ii) in connection with the payment or grant, as applicable, of annual incentive compensation to BSIG Participants (as defined below) pursuant to a bonus or incentive plan, other than the Plan, maintained by an affiliate of the Company (“Other Incentive Payments”), determine to fund such Other Incentive Payments from the Bonus Pool for any Plan Year. Accordingly, in the sole discretion of the Compensation Committee, the portion of the Bonus Pool for a Plan Year that is available for cash allocations to Participants (as defined below) (but not the Bonus Pool itself) shall be reduced on a dollar for dollar basis by any amount the Compensation Committee determines shall be used to fund the redemption of KELP Interests or Other Incentive Payments. c. Reductions in Amounts Available for Distribution. Any payments required to be made to a Participant by the Company in the event of such Participant’s termination of employment pursuant to such Participant’s employment agreement with the Company or any affiliate of the Company shall reduce the amount available for distribution from the Plan in an amount equal to the aggregate amount of any such payments, subject to compliance with applicable tax law. 3. Allocations; Payments a. As soon as practicable following the completion of a Plan Year, the Compensation Committee will make awards to certain employees of the Company (each such employee a “Participant”; and collectively, the “Participants”) of an allocation from the aggregate Bonus Pool for such Plan Year. The Compensation Committee will, in its sole discretion, determine the percentage of each such Participant’s allocation in accordance with the terms of the LLC Agreement. b. Except as otherwise determined by the Compensation Committee, one hundred percent (100%) of the Bonus Pool (less any amounts used to fund the redemption or purchase of KELP Interests or Other Incentive Payments) shall be allocated in accordance with this Plan for each Plan Year. c. No person will be eligible to receive any portion of the Bonus Pool unless such person is employed by the Company on the date upon which such payment is made or unless otherwise determined by the Compensation Committee. d. Each Participant’s cash allocation described in subsection a. above, if any, shall be paid to the Participant on or before March 15 of the calendar year immediately following the Plan Year to which the applicable Bonus Pool relates. e. For the avoidance of doubt, all guaranteed and discretionary bonus payments and bonus-related severance payments to current or former employees of the Company, other than (i) commission payments or (ii) any severance, termination or similar payment required to be made by an entity other than the Company to any employee of the Company pursuant to any employment agreement to which the Company is a party, shall be funded by the Bonus Pool. 4. Compensation Committee of BSIG. Notwithstanding the foregoing, any determinations under Sections 2 or 3 of the Plan, including without limitation, allocations of and offsets to the Bonus Pool with respect to a Participant who is also an executive officer of BrightSphere Investment Group Inc. (“BSIG” and such a Participant, a “BSIG Participant”) shall be made by the Compensation Committee of the Board of Directors of BSIG and not by the Compensation Committee. In this case, all references to the powers, authority, determinations and interpretations of the Compensation Committee herein shall instead refer to the Compensation Committee of the Board of Directors of BSIG. 5. Unfunded Nature of Plan. The Plan is intended to be an “unfunded” plan of incentive compensation. With respect to any amount due but not yet paid to a Participant pursuant to the terms of the Plan, the Participant shall have no greater rights to benefits under the Plan than the rights of a general creditor of the Company. 6. No Right to Continued Service. Nothing in the Plan shall interfere with or limit in any way the right of the Company to terminate any Participant’s employment or status as an officer, manager or director of the Company at any time and for any reason (or no th reason), nor confer upon any Participant any right to continue as an employee, officer, director or manager of the Company. 7. Withholding. The Company shall have the authority and the right to deduct or withhold, including from compensation not payable pursuant to this Plan, or to require a Participant to remit to the Company, an amount sufficient to satisfy federal, state, local, and other applicable taxes (including the Participant’s FICA obligation) required by law to be withheld with respect to any taxable event arising as a result of the Plan. 8. Severability. The invalidity and unenforceability of any particular provision of the Plan shall not affect any other provision of the Plan, and the Plan shall be construed in all respects as if such invalid or unenforceable provision were omitted. 9. No Assignment or Alienation of Benefits by Participants. A Participant shall not have any power or right to transfer, assign, anticipate, hypothecate, mortgage, commute, modify or otherwise encumber in advance any of the benefits payable under the Plan, nor shall these benefits be subject to seizure for the payment of debt, judgment, alimony or separate maintenance owed by the Participant, or any person claiming through the Participant, or be transferable by operation of law in the event of bankruptcy, insolvency or otherwise, and any attempted assignment, anticipation, hypothecation, transfer, or other disposal of the benefits hereunder, shall be void. 10. Amendment and Termination. The Board of Managers of the Company (the “Board of Managers”) may amend, suspend or terminate this Plan at any time in writing, and each such amendment, suspension or termination shall be binding upon all Participants and all other persons; provided, however that, prior to December 31, 2027, any such amendment, suspension or termination shall require the approval of a majority of the managers on the Board of Managers appointed by the KELP. 11. Titles and Headings. The titles and headings of the Sections in the Plan are for convenience of reference only, and in the event of any conflict, the text of the Plan, rather than such titles or headings, shall control. 12. Governing Law. The Plan shall be governed by and construed in accordance with the laws of the State of Delaware. 13. Tax Consequences; Code Section 409A. All payments under this Bonus Plan are intended to be exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), pursuant to the “short-term deferral” provisions of regulations thereunder. To that end, the Plan provides that all benefits must be paid out no later than March 15 of the calendar year immediately following the Plan Year in which the right to the payment of such benefits is no longer subject to a “substantial risk of forfeiture,” as defined in regulations promulgated under Section 409A of the Code. Notwithstanding the foregoing, the Company makes no representations or warranties regarding the tax treatment or tax consequences of any compensation, benefits or other payments under this Plan, including, without limitation, by operation of Section 409A of the Code or any successor statute, regulation or guidance thereto. ACADIAN ASSET MANAGEMENT LLC DEFERRED COMPENSATION PLAN Effective as of January 1, 2025 1. Purpose and Nature of Plan 1.01. Establishment and Purpose. Acadian Asset Management LLC (the “Company”) originally established the Deferred Compensation Plan effective as of July 1, 2017 (the “Plan”). The Plan is amended, restated and continued in its entirety effective as of January 1, 2025. The purpose of the Plan is to attract, motivate and retain key employees of the Company and its subsidiaries by providing for discretionary compensation, a portion of which is awarded on a conditional basis and deferred under the terms of this Plan. 1.02. Nature of Plan. The Plan is intended to constitute an unfunded bonus program of the Company in accordance with Department of Labor Regulations Section 2510.3-2(c), and an unfunded plan for purposes of the Code. Any deferral of compensation under this Plan is intended to be for a limited period of time only and for the purposes of encouraging a Participant’s continued employment with the Company and its subsidiaries, and the Plan is not intended to provide retirement income to Participants or to defer income by Participants to termination of covered employment and beyond. If and to the extent that any amounts payable under the Plan constitute a deferral of compensation within the meaning of and subject to Section 409A of the Code, the Plan is intended to comply with the requirements of Section 409A. The Plan shall be interpreted, operated and administered in a manner consistent with these intentions. 2. Definitions “Award” shall mean a discretionary award of incentive compensation with respect to a Plan Year made in accordance with Section 4.01. “Award Notice” shall mean a written notice of an Award provided to a Participant, as described in Section 4.02. “Cause” shall mean (a) with respect to a Participant who is subject to an employment agreement with the Company (or its affiliates), “Cause” as defined in such agreement; and (b) with respect to any other Participant, (i) participation in conduct constituting a violation of any federal or state law applicable to the securities industry, larceny, embezzlement, conversion or any other act involving the misappropriation of the Company’s (or its affiliates’) funds in the course of employment or participation in any illegal conduct that causes material damage to the reputation of the Company (or its affiliates), (ii) the willful refusal to follow reasonable and lawful directions from the Company’s Executive Committee or the Company’s Board of Managers, (iii) conviction of a felony or any final adjudication of commission of fraud against the Company (or its affiliates), (iv) commission of any act of gross negligence or intentional misconduct in the performance or non-performance of such Participant’s duties as an employee of the Company (or its affiliates), including but not limited to a failure to disclose any conflict of interest that constitutes such gross negligence or intentional misconduct, or (v) a material breach by such Participant of any agreement with the Company (or its affiliates), or a willful violation of any Company policy; provided that if such breach is curable, “Cause” shall mean such Participant’s failure to cure such breach within forty-five (45) days’ after prior written notice of breach by the Company’s Board of Managers or the Chief Executive Officer or a co-Chief Executive Officer of the Company of the breach. “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time. “Compensation Committee” shall mean the Compensation Committee of the Company’s Board of Managers. “Deferred Amount” shall mean any portion of an Award that is subject to vesting as of the Grant Date and that has not been paid to the Participant. “Disability” of a Participant shall mean that the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months. “Grant Date” of an Award shall be the date of grant of an Award, as determined by the Compensation Committee. “KELP Agreement” shall mean the Third Amended and Restated Limited Partnership Agreement of Acadian KELP LP dated as of February 26, 2018, as amended from time to time. “KELP Interests” shall mean limited partnership interests of Acadian KELP LP. “LLC Agreement” shall mean the Seventh Amended and Restated Limited Liability Company Agreement of the Company, dated as of February 26, 2018, as amended from time to time. “Participant” shall mean a current or former employee of the Company or a subsidiary of the Company to whom an Award has been granted under the Plan. “Person” shall mean any individual, partnership (whether general or limited), joint venture, corporation, limited liability company, trust, incorporated or unincorporated organization, or governmental or regulatory authority or other entity. “Plan Year” shall mean any calendar year during which the Plan is in effect. “Qualified Retirement Participant” with respect to an Award shall mean a Participant who (i) is at least 55 years of age, (ii) has completed at least 10 years of continuous service with the Company or a subsidiary of the Company, and (iii) after having met the conditions set out in clauses (i) and (ii), has provided at least six months’ notice of his or her retirement to the Company. “Section 409A” shall mean Section 409A of the Code and the Treasury regulations and other applicable guidance promulgated thereunder. “Separation from Service” shall mean the Participant’s “separation from service,” within the meaning of Treas. Reg. Section 1.409A-1(h), from the Company. “Vesting Date” shall mean each date upon which a portion of a Participant’s Award vests pursuant to Section 5.01 or 5.02. 3. Deferred Compensation Pool 3.01. Establishment of Deferred Compensation Pool. The Compensation Committee shall establish a Deferred Compensation Pool for each Plan Year (the “Deferred Compensation Pool”). 3.02. Reduction of Pool. Notwithstanding anything in Section 3.01, the Compensation Committee may, from time to time and in its sole discretion, (i) in connection with the redemption or purchase of KELP Interests from members of Acadian KELP LP in accordance with the provisions of the KELP Agreement and the Letter of Understanding, dated February 26, 2018 among Acadian KELP LP, the Company and BrightSphere Affiliate Holdings LLC (as amended from time to time) determine to fund such redemptions or purchases, in whole or in part, from the Deferred Compensation Pool for any Plan Year, and (ii) in connection with the payment or grant, as applicable, of annual incentive compensation to BSIG Participants pursuant to a bonus or incentive plan, other than the Plan, maintained by an affiliate of the Company (“Other Incentive Payments”), determine to fund such Other Incentive Payments from the Deferred Compensation Pool for any Plan Year, subject to compliance with Section 409A. Accordingly, in the sole discretion of the Compensation Committee, the portion of the Deferred Compensation Pool for a Plan Year available for allocation to Participants (but not the Deferred Compensation Pool itself) shall be reduced on a dollar for dollar basis by any amount the Compensation Committee determines shall be used to fund the redemption of KELP Interests or Other Incentive Payments. 4. Awards 4.01. Allocation of Awards. As soon as practicable following the completion of a Plan Year, the Compensation Committee, acting in its sole and absolute discretion, shall select those employees of the Company and its subsidiaries who will receive an Award of compensation from the Deferred Compensation Pool for the Plan Year, and shall determine the amount of each such Award. 4.02. Award Notice. The Compensation Committee shall provide each Participant receiving an Award with an Award Notice which shall set out the amount of the Award and the Grant Date of the Award, and which may set out any other terms and conditions of the Award, including terms relating to the deferral, vesting and payment of the Award, as the Compensation Committee may deem necessary or appropriate. 4.03. Discretionary Nature of Awards. Any Award of compensation made to a Participant pursuant to the Plan shall be purely discretionary and shall not form part of the Participant’s contractual remuneration. If the Company makes an Award pursuant to the Plan with respect to a particular Plan Year, it shall not be obligated to make subsequent Awards in respect of subsequent Plan Years. 5. Mandatory Deferral, Vesting and Forfeiture 5.01. Time Vesting of Awards. Except as may otherwise be determined by the Compensation Committee and set out in the applicable Award Notice, a Participant’s Award shall vest as follows: (a) The Participant shall become vested in one-third (33⅓%) of his or her Award on the Grant Date of the Award; (b) The Participant shall become vested in one-third (33⅓%) of his or her Award on the first anniversary of the Grant Date; and (c) The Participant shall become vested in one-third (33⅓%) of his or her Award on the second anniversary of the Grant Date; provided that, with respect to each Vesting Date, the Participant continues in employment with the Company or a subsidiary of the Company through such Vesting Date, and is not under notice of termination (howsoever arising, except with respect to a Qualified Retirement Participant) as of the Vesting Date. 5.02. Vesting Upon Certain Events. Notwithstanding Section 5.01, except as may otherwise be determined by the Compensation Committee and set out in the applicable Award Notice, a Participant shall become fully vested in his Deferred Amounts, subject, where applicable, to continued compliance with the requirements of any employment agreement, the KELP Agreement, the LLC Agreement and the Company’s policies and code of ethics, including all non-competition, non-solicitation, confidentiality and non-disparagement covenants thereof, if: (a) the Participant’s employment with the Company and its subsidiaries and affiliates is involuntarily terminated without Cause; (b) the Participant dies while still employed by the Company or a subsidiary of the Company; (c) the Participant incurs a Disability while still employed by the Company or a subsidiary of the Company; or (d) the Participant has satisfied the requirements to be a Qualified Retirement Participant and has a Separation from Service. 5.03. Forfeiture of Amounts. Except as set forth in Section 5.02 or in a Participant’s Award Notice or as otherwise determined by the Compensation Committee, a Participant who terminates employment with the Company and its subsidiaries and affiliates for any reason or has provided notice of termination of his or her employment with the Company and its subsidiaries and affiliates, if applicable, shall forfeit all unvested Deferred Amounts. 6. Payment of Deferred Amounts. Except as may be determined by the Compensation Committee and set forth in the applicable Award Notice, for all Participants other than Qualified Retirement Participants, payment of that portion of a Participant’s Award that vests upon a Vesting Date shall be made to the Participant in a lump sum in cash, without interest or other earnings, as soon as reasonably practicable following the Vesting Date, but in any event on or before March 15 of the calendar year immediately following the year in which the Vesting Date falls. For a Qualified Retirement Participant, payment of that portion of the Participant’s Award that is described in Section 5.01(a) shall be paid at the same time and under the same conditions as apply to Participants who are not Qualified Retirement Participants, and payment of those portions of the Participant’s Award that are described in Section 5.01(b) and (c) shall be paid on the earlier of the applicable Vesting Date set forth in Section 5.01(b) and (c), and the date of the Participant’s Separation from Service. 7. Administration 7.01. Power and Authority of the Compensation Committee. The Plan shall be administered by the Compensation Committee, which shall have the full discretionary power and authority to: (a) designate the employees of the Company and its subsidiaries to whom Awards shall be made for any Plan Year; (b) determine the amount of each Award; (c) determine the Grant Date of each Award; (d) determine whether any reduction to the Deferred Compensation Pool shall be made pursuant to Section 3.02 in connection with the repurchase of KELP Interests and/or the funding of Other Incentive Payments, and the amount thereof; (e) interpret the terms of the Plan and adjudicate any claims by Participants or other Persons for benefits under the Plan; (f) make all other determinations and take all other actions as may be necessary, appropriate or advisable for the administration of the Plan; and (g) delegate any ministerial actions to be taken under the Plan to officers and employees of the Company. 7.02. Determinations of Compensation Committee Final and Binding. All determinations and interpretations by the Compensation Committee in carrying out and administering the Plan shall be made in the Compensation Committee’s sole discretion and shall be final, conclusive and binding for all purposes and upon all Participants and other Persons. The Compensation Committee shall have no obligation to treat similarly situated employees or Participants in a similar manner. 7.03. Compensation Committee of BSIG. Notwithstanding the foregoing, any determinations under the Plan, including without limitation, allocations of and offsets to the Deferred Compensation Pool with respect to a Participant who is also an executive officer of BrightSphere Investment Group Inc. (“BSIG” and such Participant, a “BSIG Participant”) shall be made by the Compensation Committee of the Board of Directors of BSIG and not by the Compensation Committee. In this case, all references to the powers, authority, determinations and interpretations of the Compensation Committee herein shall instead refer to the Compensation Committee of the Board of Directors of BSIG. 8. Amendment and Termination. The Board of Managers of the Company, with the written consent of BrightSphere Inc. and Acadian KELP GP LLC, may amend, suspend or terminate this Plan at any time in writing, and each such amendment, suspension or termination shall be binding upon all Participants and all other Persons. Notwithstanding the foregoing, no amendment or termination of this Plan shall adversely affect any then existing Deferred Amounts or any rights with respect to such Deferred Amounts under this Plan; provided, however, that, upon termination of the Plan, subject, if applicable, to the restrictions of Section 409A, the Board of Managers may accelerate the time of payment of all or any part of the Deferred Amounts in its sole discretion. 9. Miscellaneous 9.01. Unfunded Status. The right of any Participant to receive any Deferred Amounts under the Plan shall be an unfunded and unsecured claim against the general assets of the Company. No Participant or any other Person shall have any interest in any specific asset or assets of the Company by reason of any entitlement hereunder, nor any rights to receive distribution of any Deferred Amounts except as and to the extent expressly provided hereunder. With respect to the payment of Deferred Amounts, the Participants have the status of unsecured general creditors of the Company. The Company shall not be required to purchase, hold or dispose of any investment pursuant to this Plan; however, if in order to cover its obligations hereunder the Company elects to purchase any investments, the same shall continue for all purposes to be a part of the general assets and property of the Company, subject to the claims of its general creditors, and shall not be deemed to create a trust. 9.02. No Right to Continued Service. Nothing in the Plan shall interfere with or limit in any way the right of the Company or any subsidiary or affiliate of the Company to terminate any Participant’s employment or status as an officer, manager or director of the Company or any subsidiary or affiliate at any time and for any reason (or no reason), nor confer upon any Participant any right to continue as an employee, officer, director or manager of the Company or any subsidiary or affiliate. 9.03. Withholding; Offsets. The Company shall have the authority and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy federal, state, local, and other applicable taxes, including the Participant’s U.S. FICA, U.K. National Insurance contribution and Australian superannuation obligations, required by law to be withheld or contributed with respect to any taxable event arising as a result of the Plan. In addition, the Company has full authority to withhold any such amounts from other compensation owing to a Participant that is not payable under this Plan. If a Participant becomes entitled to a distribution under the Plan, and if at such time such Participant has outstanding any debt, obligation or other liability representing an amount owing to the Company or any subsidiary of the Company, then the Company may offset such amount against the amount of benefits otherwise distributable to the Participant under this Plan to the extent permitted by applicable law; provided, however, that any such offset shall be made first against any amounts that are not subject to Section 409A, and then against any amounts that are subject to Section 409A, but only to the extent permitted by Treasury Regulation Section 1.409A-3(j) (4)(xiii). 9.04. No Assignment or Alienation of Benefits by Participants. A Participant shall not have any power or right to transfer, assign, anticipate, hypothecate, mortgage, commute, modify or otherwise encumber in advance any of the benefits payable under the Plan, nor shall these benefits be subject to seizure for the payment of any debt, judgment, alimony or separate maintenance owed by the Participant, or any Person claiming through the Participant, or be transferable by operation of law in the event of bankruptcy, insolvency or otherwise, and any attempted assignment, anticipation, hypothecation, transfer, or other disposal of the benefits hereunder, shall be void. 9.05. Taxation of Awards (a) U.S. Taxpayers; Section 409A. This Plan is established and continued with the intention that no Award and no portion of a Participant’s Deferred Amounts will be treated as income to the Participant under the Code until the Participant actually receives the Award, including any Deferred Amount(s). It is intended that all amounts payable under this Plan, other than those payable to Qualified Retirement Participants, shall be exempt from Section 409A, or (in the case of Qualified Retirement Participants) shall comply with the requirements of Section 409A, and this Plan shall be interpreted and administered in accordance with these intentions. Notwithstanding the foregoing, to the extent that any benefits payable under the Plan constitute a deferral of compensation within the meaning of and subject to Section 409A, the Plan will comply with the requirements of Section 409A(a)(2), (3) and (4) of the Code so as to prevent the inclusion in gross income of any amounts payable hereunder in a taxable year prior to the taxable year or years in which such amounts are actually distributed to a Participant. Each payment of benefits under the Plan with respect to a particular Award and made on a particular date shall be considered a separate payment, within the meaning of Treasury Regulation Section 1.409A- 2(b)(2). If any provision in this Plan provides for payment within a time period, the determination of when such payment shall be made within such period shall be solely in the discretion of the Compensation Committee. Payments to Qualified Retirement Participants who are “specified employees” within the meaning of Section 409A of the Code, and that are subject to Section 409A of the Code and are payable upon the Participant’s Separation from Service, shall be paid on the first business day following the six-month anniversary of the Participant’s Separation from Service in accordance with the requirements of Section 409A of the Code. (b) Singapore Taxpayers. It is anticipated that Participants who are tax residents in Singapore will generally be taxed on their Awards and Deferred Amounts upon vesting in accordance with Sections 5.01 and 5.02 or pursuant to the vesting terms set out in the applicable Award Notice. All income tax liabilities and other charges incurred by a Participant in respect of any Awards or Deferred Amounts, whether or not paid on the Vesting Date, shall be borne solely by the Participant. (c) Other Jurisdictions. The provisions of this Plan are without prejudice to the statutory rights of Participants employed in jurisdictions other than the U.S. and Singapore. Participants employed in such other jurisdictions will be subject to the taxation regimes applicable in the jurisdictions in which they are employed. (d) No Guarantee of Tax Consequences. The tax treatment of benefit accruals and payments under the Plan is not warranted or guaranteed, and neither the Company nor the Compensation Committee, nor any of their partners, members, employees, directors, officers, agents or affiliates, shall be held liable for any taxes, interest, penalties or other monetary amounts owed by any Participant or other Person as a result of the Plan, including, without limitation, under Section 409A. 9.06. Severability. The invalidity and unenforceability of any particular provision of the Plan shall not affect any other provision of the Plan, and the Plan shall be construed in all respects as if such invalid or unenforceable provision were omitted. 9.07. Titles and Headings. The titles and headings of the Sections in the Plan are for convenience of reference only, and in the event of any conflict, the text of the Plan, rather than such titles or headings, shall control. 9.08. Governing Law; Venue. The Plan shall be construed, administered and enforced in accordance with the laws of the State of Delaware. Any action or proceeding arising out of or relating to this Plan and any benefits hereunder shall be subject to the exclusive jurisdiction of any state or federal court located within Suffolk County, Massachusetts, and all claims in respect of any such action or proceeding may only be heard and determined in such courts. IN WITNESS WHEREOF the Company has executed this Amended and Restated Acadian Asset Management LLC Deferred Compensation Plan this 31st day of December, 2024. ACADIAN ASSET MANAGEMENT LLC By: /s/ Kelly Young Name: Kelly Young Title: CEO ACADIAN ASSET MANAGEMENT INC. INSIDER TRADING POLICY January 1, 2025 1 Why does Acadian Asset Management Inc. have a Policy on Insider Trading? Acadian Asset Management Inc. (“AAMI”) adopted this policy on Insider Trading to reduce the risk that any AAMI employee or Director might be found to have engaged in insider trading in AAMI securities in violation of securities laws. Insider trading may result in unfair advantage or manipulation of the market in AAMI’s securities and may adversely affect the value of AAMI’s securities. It may also expose you and AAMI to potential liability. This policy sets parameters for when trading in AAMI’s securities is not permitted or appropriate and is not intended to impose on AAMI or you any civil, criminal or other liability that would not otherwise exist. It is not intended to be a comprehensive review of the laws on insider trading. In addition, it is the policy of AAMI to comply with all applicable securities laws when transacting in its own securities. Please do not hesitate to contact AAMI Legal with any questions you have about this policy. Who Should Comply with this Policy? The requirements of this policy apply to AAMI employees, officers and Directors. In addition, under certain circumstances, other individuals who work with AAMI or an AAMI Affiliate may also be required to comply with this policy (e.g., temporary workers and consultants). AAMI Legal will notify such individuals when, and if, they are required to comply. The trading restrictions in this policy apply to the purchase or sale of AAMI’s securities for any fiduciary account (e.g., trustee, executor, custodian) where you make the investment decision even when you do not have a pecuniary interest in the securities held in the account. If you know or have reason to believe that this policy has been or is about to be violated, you should bring the actual or potential violation to the attention of AAMI Legal immediately. What is Insider Trading? The Securities and Exchange Commission and other regulators are very effective at detecting and pursuing insider trading cases and they have aggressively prosecuted insider traders and tippers. Any person who engages in insider trading or tipping (as discussed below) can face a substantial jail term (up to 20 years), civil penalties of up to three times the profit gained (or loss avoided) by that person and/or his or her “tippee,” and criminal fines of up to $5,000,000. In addition, if it is found that AAMI failed to take appropriate steps to prevent insider trading, AAMI may be subject to significant criminal fines and civil penalties of up to $1,000,000 or, if greater, three times the profit gained (or loss avoided) as a result of the insider trading. 2 Material Nonpublic Information, or “MNPI” Material nonpublic information relevant to a security. Whether a particular item is “material” or “nonpublic” will be judged with 20-20 hindsight. Accordingly, when in doubt as to a particular item of information, you should presume it to be material and not to have been sufficiently disclosed to the public. Do not hesitate to contact AAMI Legal with any questions you may have. Insider Trading Buying or selling any securities while in possession of material nonpublic information. Material Information If there is a substantial likelihood that a reasonable investor would consider the information significant in making an investment decision or the information could reasonably be expected to have a substantial effect on the price of AAMI’s securities. Material information can be positive or negative and can relate to virtually any aspect of AAMI’s business. Nonpublic Information Information is “nonpublic” as to a security until it has been effectively communicated to the marketplace through a press release, SEC filing or other appropriate media and enough time has elapsed to permit the investment market to absorb and evaluate the information. If there is any doubt whatsoever as to whether information has been effectively communicated to the marketplace, such information should be considered nonpublic until such time as there is no doubt. Tipping To communicate material nonpublic information to others who buy or sell any securities on the basis of such information. Examples of events or developments that should be presumed to be material with respect to AAMI’s securities would be: • knowledge of a trend in AAMI’s revenues, earnings, or assets under management not yet fully disclosed to the public; • acquisition, material loss, or regulatory action with respect to AAMI or an AAMI Affiliate; • significant legal exposure due to actual, pending or threatened litigation; • a purchase or sale of substantial assets; • changes in senior management or other major personnel changes; • changes in dividend policy, declaration of a share split or the offering of additional securities; and • changes in AAMI’s auditors or a notification from its auditors that AAMI may no longer rely on the auditor’s audit report. These examples are illustrative only; many other types of information may be considered material, depending on the circumstances. The materiality of particular information should be reevaluated on a regular basis. 3 Activities You Should Avoid • Trading on Material Nonpublic Information: You should not trade in AAMI’s securities (including purchases and sales of AAMI’s securities, options, warrants, puts, calls and other derivative securities) or enter into a written plan for the purchase or sale of AAMI’s securities (a “Planned Sale Program”) when you possess information about AAMI or an AAMI Affiliate that could potentially constitute material nonpublic information, and should not communicate, or “tip” the information to any third party, except to persons who have a legitimate need to know such information and understand their obligation not to trade on it. You should not have others trade in AAMI’s securities on your behalf while you are in possession of material non-public information. Further, you may not use knowledge about any client securities recommendations, holdings or transactions (or potential transactions), or nonpublic information about another company obtained in the course of your work for AAMI, for personal profit. • Trading During a Blackout Period: You, your spouse and members of your immediate family sharing your household should not trade in AAMI’s securities (including purchases, sales, gifts, loans, pledges, hedges, contributions to a trust, or any other transfers) or enter into a Planned Sale Program during the following blackout periods: ◦ the period beginning the last trading day of each quarter and ending at the close of trading two full trading days after the release of AAMI’s quarterly or annual earnings results following that quarter; and ◦ any other period designated by AAMI Legal as a period during which you should not engage in any transaction involving AAMI’s securities. A “trading day” is any day when the New York Stock Exchange is open for trading. • Trading during a Retirement Plan Blackout Period (AAMI Directors and Executive Officers Only): As an AAMI Director or Executive Officer, you should not trade in AAMI equity securities acquired in connection with your service as a director or executive officer during any period that has been designated by AAMI as a Retirement Plan Blackout Period. There are limited exceptions, and AAMI Directors and Executive Officers should consult with AAMI Legal prior to attempting to trade in AAMI’s equity securities. KEY TAKEAWAYS Do not trade in AAMI shares when in possession of MNPI Do not transact in any security when you possess MNPI Do not trade in AAMI shares during a blackout period AAMI Directors and Executive Officers should not trade in AAMI shares during a Retirement Plan Blackout Period Do not short AAMI shares Seek pre- clearance before trading in AAMI shares or entering into a Planned Sale Program Do not trade in AAMI shares if you have MNPI, even with pre- clearance 4 Individual Account Plans Encompasses a variety of pension plans, including 401(k) plans. Retirement Plan Blackout Period Federal securities laws prohibit directors and executive officers from trading in AAMI equity securities acquired in connection with their service as directors or officers during any period of more than three consecutive business days during which the ability of at least 50% of the participants or beneficiaries under all Individual Account Plans maintained by AAMI to purchase, sell or otherwise acquire or transfer an interest in any equity securities of AAMI held in such plan is temporarily suspended by AAMI, a fiduciary of the plan or by the plan terms or the plan service provider. • Short Sales: You, your spouse and members of your immediate family sharing your household should not sell short shares of AAMI. Short sales involve transactions in which you do not own AAMI’s securities at the time of the sale as well as those in which you own AAMI’s securities but plan to deliver securities other than your own securities in connection with the sale of AAMI’s securities (a.k.a. selling short against the box). You, your spouse and members of your immediate family sharing your household should not buy put or sell call options on AAMI’s securities when they do not own at least the number of securities underlying the option. This restriction does not apply to “variable prepaid forward” contracts or similar arrangements that have been precleared by AAMI Legal. What You Need to Do • Obtain Pre-Clearance: You, your spouse and members of your immediate family sharing your household should obtain clearance from AAMI Legal prior to (i) engaging in any transaction involving AAMI’s securities and/or (ii) entering into a Planned Sale Program. Each proposed transaction or entry into a Planned Sale Program will be evaluated to determine if it raises insider trading concerns or other concerns under federal or state securities laws and regulations. AAMI Legal may disapprove the transaction or entry into the Planned Sale Program if it is determined that it could result in a violation of this Policy. Any advice provided by AAMI Legal to you will relate solely to the restraints imposed by law and will not constitute investment advice. Clearance of a transaction or entry into a Planned Sale Program is generally valid only for a period of two trading days unless AAMI Legal has specified in writing an alternate period of validity (not to exceed five trading days). If the transaction order is not placed or the Planned Sale Program is not entered into, as applicable, within that two-trading-day period (or other period designated by AAMI Legal), clearance should be re-requested. If pre-clearance is denied, you should keep the information pertaining to the denial confidential. Any pre-clearance granted by AAMI Legal may be withdrawn at any time upon notice to you. Any request for pre-clearance may denied by AAMI Legal for any or no reason. Notwithstanding the pre-clearance of any request, AAMI (including AAMI Legal) assumes no liability for the consequences of any transaction made pursuant to such request. Even if you have received pre-clearance or are not required to obtain pre-clearance, neither you, your spouse nor any member of your immediate family sharing your household may trade in any securities (including options and other derivative securities) of AAMI or enter into a Planned Sale Program if you or such other person is in possession of material nonpublic information about AAMI (or material, nonpublic information regarding an AAMI affiliate that could potentially constitute material nonpublic information at the AAMI level). • Maintain Confidentiality: You should maintain the confidentiality of AAMI and AAMI Affiliate internal information and may only release internal information to authorized persons for authorized business purposes. Unauthorized disclosure of internal information about AAMI, whether or not for the purpose of facilitating improper trading in AAMI’s securities, may cause AAMI serious problems. As a public company, AAMI is required under Regulation Fair Disclosure of the federal securities laws to avoid the selective disclosure of material nonpublic information. • Report Violations: You should promptly report any violations of this policy to AAMI Legal. 5 • Report Section 16 Transactions (AAMI Directors and Section 16 Officers Only): As an AAMI Director or Officer who has been designated a “Section 16 Officer” by AAMI Legal, you should immediately report changes of beneficial ownership in AAMI’s equity securities (including purchases, sales, option exercises, security/option grants, gifts, transfers, pledges, 10b5-1 Plan transactions, restricted security grants, and most other equity compensation transactions) to AAMI Legal so that a Form 4 may be electronically filed with the Securities and Exchange Commission before the end of the second business day following the transaction date. Exceptions to the General Policy • Rule 10b5-1 Planned Sale Programs: In the event you have entered into a Planned Sale Program (as described below) in compliance with this policy, the above requirement to “Obtain Pre-Clearance” and the “Trading During a Blackout Period” prohibition do not apply to transactions in AAMI’s securities pursuant to the terms of such Planned Sale Program. A Planned Sale Program, or, a “10b5-1 Plan” is a contract, instruction or written plan that sets forth a plan to sell securities in the future without any further investment decision(s) at the time of the actual consummation of the trade. A 10b5-1 Plan must be established (or amended, as the case may be) in good faith at a time when you were not aware of material nonpublic information, and you must act in good faith with respect to the 10b5-1 Plan. In addition, any modification or change to the amount, price or timing of a trade under a 10b5-1 Plan constitutes the adoption of a new 10b5-1 Plan with such modified terms. Any document intended to qualify as a 10b5-1 Plan must adhere to the requirements of Rule 10b5-1 of the Exchange Act, including the restrictions set forth below, and such document (including any amendments or modifications thereof) must be pre-cleared by AAMI Legal in advance of adoption, amendment or modification. ◦ Cooling-Off Period. Each 10b5-1 Plan must provide for a cooling-off period prior to the commencement of trading thereunder. If you are a director or officer (as defined in Section 16 of the Exchange Act), the cooling-off period must expire no earlier than the later of (i) ninety (90) days following adoption of the plan or (ii) two (2) business days after the filing of AAMI’s Form 10-K or Form 10-Q that includes financial results for the quarter during which the plan was adopted, subject to a maximum cooling-off period of one hundred twenty (120) days after adoption of the plan. If you are not a director or officer, the cooling-off period must be at least thirty (30) days after adoption of the plan. In addition, in the event of any modification or change to the amount, price or timing of a trade under a 10b5-1 Plan, a new cooling-off period as described above will be required between such modification or change and the first possible transaction under such revised plan or any new plan. ◦ No Overlapping Plans. No person entering into a 10b5-1 Plan may have a separate 10b5-1 Plan outstanding, except a person may (i) use multiple brokers to effect transactions that, when taken together, satisfy the requirements for a 10b5-1 Plan, (ii) maintain another 10b5-1 Plan so long as transactions under the later-commencing plan cannot begin until after all transactions under the earlier-commencing plan have been completed or expire without completion and the applicable cooling-off period is satisfied, treating the termination of the earlier-commencing plan as the date of adoption of the later-commencing plan, or (iii) adopt a second plan that only allows sales that are necessary to satisfy tax withholding obligations that arise from the vesting of a compensatory award and such person does not exercise control over the timing of such sales. ◦ Limitation on Single Trade Plans. No person may adopt a 10b5-1 Plan that contemplates only a single transaction if such person had adopted a plan contemplating only a single transaction within the prior twelve (12) months. 6 ◦ Certification by Directors and Officers. Directors and officers (as defined in Section 16 of the Exchange Act) must include a representation in the 10b5-1 Plan certifying that, on the date of adoption of the plan, such director or officer is not aware of material nonpublic information about AAMI or its securities and such director or officer is adopting the 10b5-1 Plan in good faith and not as part of a plan or scheme to evade the prohibitions of Exchange Act Section 10(b) and Exchange Act Rule 10b-5. ◦ Information Provided by Directors and Officers. Each quarter, AAMI is required to publicly disclose when directors or officers adopt or terminate 10b5-1 Plans and provide a description of the material terms of each plan, including the name of the director or officer, the date of adoption or termination, the duration and the aggregate number of securities to be purchased or sold (however, the price at which the person executing the plan is authorized to trade does not need to be publicly disclosed). Therefore, directors and officers (as defined in Section 16 of the Exchange Act) must provide AAMI Legal with a final executed copy of, and any amendments to, (i) any 10b5-1 Plan and (ii) any other adopted written arrangement for trading the AAMI’s securities, in each case within two business days of the adoption or amendment thereof. In addition, directors and officers (as defined in Section 16 of the Exchange Act) must notify AAMI Legal of any termination of any 10-b5-1 Plan or such other written securities trading arrangement promptly upon termination. • Exception for Certain Transfers: The above “Trading During a Blackout Period” prohibition does not apply to bona fide gifts of AAMI’s securities by you to a trust formed for estate-planning purposes or a family limited partnership, charitable foundation or similar entity, if investment and voting decisions of the organization are controlled by you, as transferor, and you have confirmed in writing that you: (1) will not permit the transferee to sell or otherwise transfer AAMI’s securities while you are in possession of material nonpublic information or during a Blackout Period and (2) will notify AAMI Legal of the transfer. • Transactions under AAMI Benefit Plans: This Policy does not apply to the following transactions under AAMI benefit plans, except as noted below: ◦ Stock Option Exercises: This Policy’s trading restrictions generally do not apply to the exercise of a stock option nor do they apply to the cashless exercise of an option through AAMI. The trading restrictions do apply, however, to any sale of the underlying stock or to a cashless exercise of the option through a broker, as this entails selling a portion of the underlying stock to cover the costs of exercise. ◦ Restricted Stock Units: This Policy’s trading restrictions do not apply to the vesting of restricted stock units, or the exercise of a right to have AAMI withhold shares to satisfy tax withholding consequences of vesting. This Policy does apply, however, to market sales of any shares received. ◦ 401(k) Plan: This Policy’s trading restrictions do not apply to purchases of securities in AAMI’s 401(k) plan as a result of any periodic contributions made pursuant to payroll deductions. • Transactions in “Broad Basket” Funds: Transactions in mutual funds, exchange-traded funds, index funds or other “broad basket” funds that own or hold AAMI’s securities as one of many investments are not subject to this Policy. • Other Exceptions: AAMI’s Chief Legal Officer may make exceptions to this Policy, as he/she deems appropriate and in compliance and accordance with legal and regulatory requirements. Responsibilities of AAMI Legal • Oversight of this Policy: AAMI Legal is responsible for overseeing compliance with this policy. Waiver of any provision of this policy may be authorized in writing by the Chief Legal Officer, and any waivers shall be reported to the AAMI Board of Directors at its next regularly scheduled meeting. 7 • Maintain Records: AAMI Legal will maintain records required by this policy consistent with AAMI’s Records and Information Management policy. • Maintain Your Privacy: AAMI Legal recognizes that information collected under this policy is sensitive and private and will use its best efforts to properly handle and safeguard it. Only authorized persons are permitted access to your information. It is also possible that information may be requested in connection with regulatory examinations or for other legitimate purposes and AAMI reserves the right to comply with such requests. • Training: AAMI Legal is responsible for periodically training AAMI employees and directors on the prohibitions and requirements under this policy. • Determine Sanctions: AAMI Legal will consult with executive management, if necessary, to evaluate and resolve violations of this policy. If you violate this policy, you may be subject to sanctions, including one or more of the following: ◦ a letter to your personnel and/or personal trading file; ◦ suspension or termination of employment; ◦ a fine; and/or ◦ referral to regulatory or law enforcement agencies. 8 Exhibit 21.1 SUBSIDIARIES Acadian Asset Management Inc., a company incorporated and registered in Delaware had the domestic and international subsidiaries shown below as of December 31, 2024. Subsidiary Jurisdiction Acadian Asset Management Inc. Delaware Acadian Inc. Delaware Acadian Asset Management LLC Delaware Millpencil (US) LP Delaware Exhibit 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the registration statement (No. 333-232658) on Form S-8 of our reports dated February 27, 2025, with respect to the consolidated financial statements of Acadian Asset Management Inc. and subsidiaries and the effectiveness of internal control over financial reporting. /s/ KPMG LLP Boston, Massachusetts February 27, 2025 Exhibit 31.1 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Kelly Young, certify that: 1. I have reviewed this Annual Report on Form 10-K of Acadian Asset Management Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d- 15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: February 27, 2025 /s/ Kelly Young Kelly Young President and Chief Executive Officer (principal executive officer) Exhibit 31.2 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Christina Wiater, certify that: 1. I have reviewed this Annual Report on Form 10-K of Acadian Asset Management Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d- 15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: February 27, 2025 /s/ Christina Wiater Christina Wiater Senior Vice President and Principal Financial Officer (principal financial officer and principal accounting officer) Exhibit 32.1 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Kelly Young, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge, the Annual Report on Form 10-K of Acadian Asset Management Inc. for the annual period ended December 31, 2024 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in such Report fairly presents in all material respects the financial condition and results of operations of Acadian Asset Management Inc. for the periods covered by the Report. The foregoing certification is being furnished to the Securities and Exchange Commission as part of the Report. A signed original of this statement has been provided to Acadian Asset Management Inc. and will be retained by Acadian Asset Management Inc. and furnished to the Securities and Exchange Commission or its staff upon request. Date: February 27, 2025 /s/ Kelly Young Name: Kelly Young Title: President and Chief Executive Officer (principal executive officer) Exhibit 32.2 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Christina Wiater, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge, the Annual Report on Form 10-K of Acadian Asset Management Inc. for the annual period ended December 31, 2024 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in such Report fairly presents in all material respects the financial condition and results of operations of Acadian Asset Management Inc. for the periods covered by the Report. The foregoing certification is being furnished to the Securities and Exchange Commission as part of the Report. A signed original of this statement has been provided to Acadian Asset Management Inc. and will be retained by Acadian Asset Management Inc. and furnished to the Securities and Exchange Commission or its staff upon request. Date: February 27, 2025 /s/ Christina Wiater Name: Christina Wiater Title: Senior Vice President and Principal Financial Officer (principal financial officer and principal accounting officer) Acadian Asset Management Inc. Rule 10D-1 Clawback Policy Adopted: November 9, 2023; Effective: October 2, 2023; Amended January 1, 2025 1. Purpose; Overview. The purpose of this Rule 10D-1 Clawback Policy (this “Policy”) is to set forth the circumstances under which a Covered Executive will be required to repay or return Erroneously Awarded Compensation to Acadian Asset Management Inc. (together with its Affiliates, the “Company”). The Board has adopted this Policy in accordance with the terms herein and is intended to comply with New York Stock Exchange Listing Company Manual Section 303A.14, as such rule may be amended from time to time (the “Listing Rule”). Capitalized terms not otherwise defined herein shall have the meanings assigned to such terms under Section 10 of this Policy. 2. Recovery of Erroneously Awarded Compensation. Upon the occurrence of a Restatement, if the Committee determines that a Covered Executive Received any Erroneously Awarded Compensation, the Company shall reasonably promptly take steps to recover such Erroneously Awarded Compensation, and each Covered Executive shall be required to take all actions necessary to enable such recovery, provided, however, that there shall be no duplication of recovery under this Policy and any of Section 304 of The Sarbanes-Oxley Act of 2002, Section 10D of the Securities Exchange Act of 1934, as amended, or provisions or terms of other Company policies or compensation plans or awards. In no event shall the Company be required to award a Covered Executive an additional payment if the restated or accurate financial results would have resulted in a higher Incentive Compensation payment. (a) Means of Recovery. The Committee shall determine, in its sole discretion and in a manner that effectuates the purpose of the Listing Rule, one or more methods for recovering any Erroneously Awarded Compensation hereunder, which may include, without limitation: (i) requiring cash reimbursement of cash Incentive Compensation previously paid; (ii) seeking recovery or forfeiture of any gain realized on the vesting, exercise, settlement, sale, transfer or other disposition of any equity-based awards granted as Incentive Compensation; (iii) offsetting the amount to be recovered from any compensation otherwise owed by the Company to the Covered Executive, or forfeiture of deferred compensation, to the extent consistent with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations thereunder; (iv) cancelling outstanding, or forfeiting of, vested or unvested cash or equity awards (including those subject to service-based and/or performance-based vesting conditions, or for which such conditions have been satisfied); (v) cancelling, offsetting or reducing future compensation; and/or (vi) taking any other remedial and recovery action permitted by law, as determined by the Committee. Notwithstanding the foregoing, the Company makes no guarantee as to the treatment of such amounts under Section 409A of the Code, and shall have no liability with respect thereto. (b) Exceptions to the Recovery Requirement. Notwithstanding anything in this Policy to the contrary, Erroneously Awarded Compensation need not be recovered pursuant to this Policy if the Committee determines that recovery would be impracticable as a result of any of the following: i. the direct expense paid to a third party to assist in enforcing the Policy would exceed the amount to be recovered; provided that, before concluding that it would be impracticable to recover any amount of Erroneously Awarded Compensation based on expense of enforcement, the Company must make a reasonable attempt to recover such Erroneously Awarded Compensation, document such reasonable attempt(s) to recover, and provide that documentation to the Exchange; or ii. recovery would violate home country law where that law was adopted prior to November 28, 2022; provided, that, before concluding that it would be impracticable to recover any amount of Erroneously Awarded Compensation based on violation of home country law, the Company must obtain an opinion of home country counsel, acceptable to the Exchange, that recovery would result in such a violation and must provide such opinion to the Exchange; or iii. recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of Section 401(a)(13) or Section 411(a) of the Code and the regulations thereunder. (c) Failure to Repay. To the extent that a Covered Executive fails to repay any Erroneously Awarded Compensation to the Company when due, the Company shall take all actions reasonable and appropriate to recover such Erroneously Awarded Compensation from the applicable Covered Executive. The applicable Covered Executive shall be required to reimburse the Company for any and all expenses reasonably incurred (including legal fees) by the Company in recovering such Erroneously Awarded Compensation in accordance with the immediately preceding sentence. In the event the Company is required to recover Erroneously Awarded Compensation pursuant to the Policy from a Covered Executive who is no longer an employee, the Company will be entitled to seek such recovery in order to comply with applicable law, regardless of the terms of any release of claims or separation agreement such individual may have signed. 3. Indemnification Prohibition. The Company shall not indemnify any Covered Executive against the loss of any Erroneously Awarded Compensation for which the Committee has determined to seek recovery pursuant to this Policy. 4. Administration; Interpretation. The Committee shall administer this Policy. The Committee shall have full authority to interpret and enforce the Policy in a manner consistent with its intent to meet the requirements of the Listing Rule and any other applicable law and shall otherwise be interpreted (including in the determination of amounts recoverable) in the business judgment of the Committee. Notwithstanding the foregoing, any determination that recovery would be impracticable (as described in Section 2(b) of this Policy) must be made by a fully independent compensation committee as determined by the Board under the listing rules of the Exchange, or in the absence of such a fully independent compensation committee, the determination must be made by a majority of the independent directors serving on the Board. Any determinations made by the Committee shall be final, conclusive and binding on all affected individuals. As further set forth in Section 8 below, this Policy is intended to supplement any other clawback policies and procedures that the Company may have in place from time to time pursuant to other applicable law, plans, policies or agreements. 5. Amendment. The Committee may amend this Policy from time to time in its discretion and shall amend this Policy as it deems necessary, including as and when it determines that it is legally required by any federal securities laws or the Listing Rule. 6. Required Disclosure. The Company shall file all disclosures with respect to this Policy in accordance with the requirements of the federal securities laws. 7. Acknowledgment. Each Covered Executive shall be required to sign and return to the Company the acknowledgement form attached hereto as Exhibit A pursuant to which such Covered Executive will agree to be bound by the terms of, and comply with, this Policy. 8. Other Recovery Rights. The remedies under this Policy are in addition to, and not in lieu of, any legal and equitable claims the Company may have, the Company’s ability to enforce, without duplication, the recoupment provisions set forth in any separate Company policy or in any Company plan, program or agreement, including without limitation the Acadian Asset Management Inc. 2017 Clawback Policy (each, a “Separate Recoupment Policy”), or any actions that may be imposed by law enforcement agencies, regulators or other authorities. For the avoidance of doubt, any right of recovery under this Policy will prevail over any other remedies or rights of recovery that may be available to the Company pursuant to the terms of any similar policy to the extent that a larger recovery amount would be recoverable under this Policy. In the event of a conflict between the application of this Policy to a Covered Executive in the event of a Restatement and any additional recoupment provisions set forth in a Separate Recoupment Policy to which a Covered Executive is subject, the provisions of this Policy shall control. 9. Governing Law; Venue. This Policy and all rights and obligations hereunder are governed by and construed in accordance with the internal laws of the State of Delaware, excluding any choice of law rules or principles that may direct the application of the laws of another jurisdiction. All actions arising out of or relating to this Policy shall be heard and determined exclusively in the Court of Chancery of the State of Delaware or, if such court declines to exercise jurisdiction or if subject matter jurisdiction over the matter that is the subject of any such legal action or proceeding is vested exclusively in the U.S. federal courts, the U.S. District Court for the District of Delaware. 10. Successors. The Policy shall be binding and enforceable against each Covered Executive and, to the extent required by applicable law, his/her beneficiaries, heirs, executors, administrators or other legal representatives. 11. Defined Terms. (a) “Affiliate” shall mean each entity that directly or indirectly controls, is controlled by, or is under common control with the Company. (b) “Board” shall mean the Board of the Directors of the Company. (c) “Clawback Eligible Incentive Compensation” shall mean Incentive Compensation Received by a Covered Executive (i) on or after October 2, 2023, (ii) after beginning service as a Covered Executive, (iii) at any time such individual served as a Covered Executive during the performance period for such Incentive Compensation (irrespective of whether such individual continued to serve as a Covered Executive upon or following the Restatement), (iv) while the Company has a class of securities listed on a national securities exchange or a national securities association, and (v) during the applicable Clawback Period. (d) “Clawback Period” shall mean, with respect to any Restatement, the three completed Fiscal Years of the Company immediately preceding the Restatement and any Transition Period (that results from a change in the Company’s fiscal year) within or immediately following those three completed fiscal years. (e) “Committee” shall mean the Compensation Committee of the Board. (f) “Covered Executive” shall mean each current and former Executive Officer of the Company. (g) “Erroneously Awarded Compensation” shall mean the amount of Clawback Eligible Incentive Compensation that exceeds the amount of Incentive Compensation that otherwise would have been Received had it been determined based on the restated amounts, and computed without regard to any taxes paid by the Covered Executive in respect of the Erroneously Awarded Compensation. For Incentive Compensation based on stock price or total shareholder return, where the amount of erroneously awarded Incentive Compensation is not subject to mathematical recalculation directly from the information in a Restatement: i. The calculation of Erroneously Awarded Compensation shall be based on a reasonable estimate of the effect of the Restatement on the stock price or total shareholder return upon which the Incentive Compensation was Received; and ii. The Company shall maintain documentation of the determination of that reasonable estimate and provide such documentation to the Exchange. (h) “Exchange” shall mean the New York Stock Exchange. (i) “Executive Officer” shall mean the Company’s president, principal financial officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice-president of the Company in charge of a principal business unit, division, or function (such as sales, administration, or finance), any other officer who performs a policy- making function, or any other person who performs similar policy-making functions for the Company. Executive officers of the Company’s parent(s) or subsidiaries shall be deemed executive officers of the Company if they perform such policy making functions for the Company. Identification of an executive officer for purposes of this Policy would include at a minimum executive officers identified pursuant Item 401(b) of Regulation S-K. (j) “Financial Reporting Measures” shall mean measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures that are derived wholly or in part from such measures, including, without limitation, stock price and total shareholder return. Financial reporting measures may include “non-GAAP financial measures” as well as other measures, metrics and ratios that are not GAAP measures. For the avoidance of doubt, a financial reporting measure need not be presented in the Company’s financial statements or included in a filing with the SEC. (k) “Fiscal Year” shall mean the Company’s fiscal year; provided that a Transition Period between the last day of the Company’s previous fiscal year end and the first day of its new fiscal year that comprises a period of nine to 12 months will be deemed a completed fiscal year. (l) “Incentive Compensation” shall mean any compensation (whether cash or equity-based) that is granted, earned, or vested based wholly or in part upon the attainment of a Financial Reporting Measure, including, but not limited to: (i) non-equity incentive plan awards that are earned solely or in part by satisfying a Financial Reporting Measure performance goal; (ii) bonuses paid from a bonus pool, where the size of the pool is determined solely or in part by satisfying a Financial Reporting Measure performance goal; (iii) other cash awards based on satisfaction of a Financial Reporting Measure performance goal; (iv) restricted stock, restricted stock units, stock options, stock appreciation rights, and performance share units that are granted or vest solely or in part based on satisfaction of a Financial Reporting Measure performance goal; and (v) proceeds from the sale of shares acquired through an incentive plan that were granted or vested solely or in part based on satisfaction of a Financial Reporting Measure performance goal. For the avoidance of doubt, Incentive Compensation does not include awards that vest exclusively upon completion of a specified employment period, without any performance condition, and bonus awards that are discretionary or based on subjective goals or goals unrelated to Financial Reporting Measures, and does not include, without limitation: (1) salaries; (2) bonuses paid solely based on satisfaction of subjective standards, such as demonstrating leadership, and/or completion of a specified employment period; (3) non-equity incentive plan awards earned solely based on satisfaction of strategic or operational measures; (4) wholly time-based equity awards; and (5) discretionary bonuses or other compensation that is not paid from a bonus pool that is determined by satisfying a Financial Reporting Measure performance goal. (m) “Listing Rule” shall have the meaning set forth in Section 1 of this Policy. (n) “Received” shall mean, with respect to any Incentive Compensation, actual or deemed receipt, and Incentive Compensation shall be deemed received in the Company’s Fiscal Year during which the Financial Reporting Measure specified in the Incentive Compensation award is attained, even if payment, grant or vesting of the Incentive Compensation occurs after the end of that period. (o) “Restatement” shall mean an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the Company’s previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. The date that the Company is required to prepare an accounting restatement is the earlier to occur of: (i) the date that the Board, a committee of the Board, or the officer or officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare an accounting restatement; or (ii) the date a court, regulator, or other legally authorized body directs the Company to prepare an accounting restatement. The Company’s obligation to recover Erroneously Awarded Compensation is not dependent on whether the Company files a restated financial statement. A change to the Company’s financial statement that does not represent an error correction is not a Restatement, including without limitation: (i) retrospective application of a change in accounting principle; (ii) retrospective revision to reportable segment information due to a change in the structure of the Company’s internal organization; (iii) retrospective reclassification due to a discontinued operation; (iv) retrospective application of a change in reporting entity, such as from a reorganization of entities under common control; and (v) retrospective revision for stock splits, reverse stock splits, stock dividends or other changes in capital structure. (p) “SEC” shall mean the U.S. Securities and Exchange Commission. (q) “Transition Period” shall mean any transition period that results from a change in the Company’s Fiscal Year within or immediately following the three completed Fiscal Years immediately preceding the Company’s requirement to prepare a Restatement.