MPI. Industry Update Q Asset Management Industry. Valuation Opinions & Transaction Advisory.

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1 Valuation Opinions & Transaction Advisory Industry Update Q Asset Management Industry

2 Contents* 02 Industry Overview Performance and Trends 03 In the News Global banks and asset managers return to the Asian hedge fund market Carlyle acquires Canadian hedge fund sponsor DGAM KKR raises capital for its first real-estate fund PIMCO s Total Return Fund hit with record redemptions A former SAC portfolio manager convicted SAC Capital pleads guilty Timothy Geithner joins Warburg Pincus Blackrock markets a new credit fund 04 Key Indicators Industry Revenue Assets Under Management Personal Savings Rate Hedge Fund Assets and Net Asset Flow Private Equity Capital Raised and Number of Funds Closed 07 M&A Overview U.S. Activity Highlighted Transactions Industry Trends Recent Transactions 09 Public Market Data Comparable metrics of selected public companies in the Asset Management Industry 11 About * This publication is also available in soft copy on the website: 1

3 Industry Overview This publication focuses on major events, developments and trends within the traditional (mutual funds, wealth managers) and alternative (hedge funds, private equity) segments of the Asset Management Industry. The Asset Management Industry is in the midst of a recovery: Revenue grew at an annual rate of 6.9% in the traditional space in the last five years through 2013 and 6.5% in the alternative space over the same period. Revenue for both traditional and alternative managers surpassed pre-recession highs in In the last twelve months the traditional and alternative asset manager stock prices are up 49.0% and 58.8%, respectively. Presently, the following trends are shaping the industry: Passive ETFs Challenge the Status Quo: While revenues in the traditional asset management sector have risen since 2011 on greater demand for professional investment services and lower expenses, the growth in passive exchange-traded funds has heightened competition and led to lower profits. The Demographic Benefit: The aging populations of developed economies are contributing to greater AUM through pension funds and demand for capital preservation. Markets Bolster Returns: The strong performance of worldwide equities in 2013, including record-high levels for the S&P500 and DJIA, have led to greater inflows of capital and higher returns for asset managers. As the stock price performance graph below suggests, the Asset Management Industry as a whole kept pace with the S&P 500 at the outset of the recovery and has outperformed over the last year, with the alternative asset managers showing the largest gains % Quarterly Benchmark Performance Traditional Asset Managers Alternative Asset Managers S&P % 350.0% 300.0% 250.0% 200.0% 150.0% 100.0% 50.0% 0.0% Source: S&P Capital IQ. *Includes selected companies presented on pages Chart above is presented on an index basis: Q

4 In the News Major global banks and asset managers such as Goldman Sachs Group, Inc., UBS AG and GLG Partners, Inc. are opening up hedge funds in Asia for the first time since the financial crisis of The move poses a threat to the smaller independent funds which have grown in the area since the crisis. (Bloomberg, 11/27). Alternative asset manager Carlyle Group LP acquired Diversified Global Asset Management Co. in a bid to expand its hedge fund business and diversify its operations which are heavily weighted toward leveraged buyouts. The deal is valued at $33 million and includes incentive agreements which could increase that number by as much as $70 million. The deal is expected to close in February (Bloomberg, 11/26). KKR raised $1.5 billion for its first real estate fund. The fund, KKR Real Estate Partners Americas LP, is expected to invest a majority of its assets in North America, along with a sizable portion in Western Europe. The fund plans to target both property-level equity and debt and businesses with sizeable real-estateholdings. (Bloomberg, 12/14). PIMCO s signature Total Return Fund was hit with $41 billion in redemptions in 2013, the most in its history. The fund returned -1.9% in 2013 as rising interest rates and the Federal Reserve s reduction in bond purchases adversely impacted bond holdings. Investors are pulling money out of traditional fixed-income funds across the board, as the three-decade bull-market for bonds may finallybe reversing. (Bloomberg, 1/3). Former SAC Capital portfolio manager Michael Steinberg was found guilty of insider trading charges in the latest development of the government s decade-long investigation into the hedge fund s affairs. Mr. Steinberg was accused of shorting shares of Dell and Nvidia after receiving insider tips related to the companies. (CNN Money, 12/18). On a related note, SAC Capital pled guilty to all federal charges and agreed to shutter its investment advisory business,leaving only employee-owned capital. (NewYork Daily News, 11/4). Former U.S. Treasury Secretary Timothy Geithner joined private equity firm Warburg Pincus, where he will serve as the company s president. The move continues the tradition of former Treasury Secretaries accepting lucrative Wall Street positions: Robert Rubin joined Citigroup after serving as Treasury Secretary in the Clinton administration and John Snow joined private-equity firm Cerberus following his service in the George W. Bushadministration. (NewYork Times Dealbook, 11/16). Blackrock began marketing its own credit hedge fund Blackrock Credit Alpha Fund in October. The Company is seeking $3 billion in capital in its attempt to grow the alternative investment side of its business and meet investor demand for diversification beyond traditional stocks and bonds. (Bloomberg, 12/19). 3

5 Key Indicators $120 Asset Management Industry Revenue (in $billions) $100 $80 $60 $40 $20 $- AAM Revenue TAM Revenue 30% Asset Management Industry Revenue % Change 20% 10% 0% -10% -20% -30% AAM Revenue % Change TAM Revenue % Change 7.0% Personal Savings Rate 6.0% 5.0% 4.0% 3.0% 2.0% 1.0% 0.0% Sources: IBISWorld. 4

6 Key Indicators (continued) $25,000 Traditional Asset Management Total Net Assets (in $billions) $20,000 $15,000 $10,000 $5,000 $- $6,000 Alternative Asset Management AUM (in $billions) $5,000 $4,000 $3,000 $2,000 $1,000 $- 25% Asset Management Industry AUM & Total Net Assets % Change 20% 15% 10% 5% 0% -5% -10% -15% -20% -25% AAM AUM % Change TAM Total Net Assets % Change Sources: IBISWorld. 5

7 Key Indicators (continued) $3,000,000 Hedge Fund Industry Assets $2,500,000 $2,000,000 $1,500,000 $1,000,000 $500,000 $- Assets ($millions) $250,000 Hedge Fund Industry Net Asset Flow $200,000 $150,000 $100,000 $50,000 $- $(50,000) $(100,000) $(150,000) $(200,000) Net Asset Flow ($millions) $300 Private Equity: Capital Raised & Number of Funds Closed $250 $200 $150 $100 $50 $ Capital Raised ($billions) Number of Funds Closed Sources: HedgeFundResearch 6

8 M&A Overview U.S. Activity In the fourth quarter, total U.S. volume and deal count were down approximately 5% and 9%, respectively, from Q Despite slight improvements in Q3, deal activity pulled back slightly. Overall, the U.S. M&A market is still relatively quiet compared to pre-recessionary levels. This time last year in Q4, M&A was extremely busy with deals that were in motion to close on or before December 31 st, ahead of anticipated capital gains increases, which likely induced companies to accelerate plans. In recent quarters, growth in deal count has exceeded volume indicating a much more active middle market and smaller deal sizes. It also suggests that buyers are still hesitant to pull the trigger on larger deals. Highlighted Transactions Investor Group Led by Lightyear Capital Acquires RidgeWorth Capital Management Acquired By: Asset manager RidgeWorth Capital Management, Inc. was acquired from SunTrust Banks Inc. by a group of investors led by private equity firm Lightyear Capital LLC and including employees of RidgeWorth on December 11, 2013 for $265 million. The transaction increases employee ownership of RidgeWorth, which hopes the resources of Lightyear Capital will enable an expansion of service offerings Enterprise Value: $265 million, EV/AUM: 0.5% Private Equity Giant Carlyle Acquires DGAM in Effort to Expand Hedge Fund Offerings Acquired By: The Carlyle Group LP acquired Canadian hedge fund sponsor Diversified Global Asset Management Corporation (DGAM) on November 24, 2013 for up to $103 million. The acquisition increases the size and product offerings of Carlyle Solutions, which manages $48 billion in multi-asset strategies. Enterprise Value: $103 million, EV/AUM: 1.5% 7

9 M&A Overview (continued) Industry Trends $25.0 Industry M&A Activity (Announced Transactions) Volume ($bn) Deal Count x 56.8x Median M&A EBITDA Multiples Median EBITDA Multiple Overall Median (13.6x) $20.0 $15.0 $14.4 $16.8 $ x 40.0x 30.0x 33.0x $10.0 $5.0 $7.8 $7.0 $1.4 $2.1 $ x 10.0x 15.3x 12.5x 8.0x 15.7x 12.8x 12.0x $ x Recent Transactions Announced Date Buyer Target Target Description 12/11/2013 Lightyear Capital LLC RidgeWorth Capital Management, Inc. RidgeWorth Capital Management, Inc. is a privately owned investment manager. 11/24/2013 The Carlyle Group LP Diversified Global Asset Management Corporation Diversified Global Asset Management Corporation is an employee owned hedge fund sponsor. 10/1/2013 RCS Advisory Services, LLC Hatteras Funds Hatteras Funds is a principal investment firm. 9/9/2013 Richardson GMP Limited Macquarie Private Wealth Inc. Macquarie Private Wealth, Inc. is a venture capital firm and a privately owned investment manager. 9/3/2013 Fiera Capital Corporation Wilkinson O'Grady & Co., Inc. Wilkinson O'Grady & Co., Inc. is a privately owned investment manager. 9/3/2013 Fiera Capital Corporation Bel Air Investment Advisors LLC Bel Air Investment Advisors LLC is an employee owned investment manager. 8/15/2013 AllianceBernstein L.P. W.P. Stewart & Co., Ltd. WP Stewart & Co., Ltd is a publicly owned investment manager. 7/16/2013 Industrial Alliance Insurance and Financial Services, Inc. Jovian Capital Corporation Jovian Capital Corporation is a publicly owned investment holding company. 7/15/2013 Aston Hill Financial Inc. Connor, Clark & Lunn Capital Markets, Inc. (nka:aston Hill Capital Markets Inc.) Connor, Clark & Lunn Capital Markets, Inc. is a privately owned investment manager. 5/8/2013 National Holdings Corporation Gilman Ciocia, Inc. Gilman Ciocia, Inc., together with its subsidiaries, provides financial planning, accounting, income tax preparation, and asset management services in the United States. Source: S&P Capital IQ. 8

10 Public Market Data (1) Company 12/31/ Week Enterprise AUM Mkt Cap/AUM EV/AUM EV/Revenue EV/EBITDA Market Cap/Earnings Consensus Growth (4) Close (2) High Low Value (EV) (3) 12/31/2013 YTD LTM NFY LTM NFY LTM NFY EBITDA EPS Traditional Asset Managers BlackRock, Inc ,279 4,096, % 1.40% 5.7x 5.6x 13.6x 13.5x 19.3x 19.0x 12.3% 15.0% Calamos Asset Management Inc , % 0.30% 0.3x 0.3x 1.1x 1.2x 19.6x 23.6x (21.5%) (20.6%) Cohen & Steers Inc ,613 46, % 3.50% 5.5x 5.4x 14.0x 14.4x 25.2x 26.0x 14.8% 5.3% Diamond Hill Investment Group Inc , % 3.30% 4.7x 4.5x 12.8x NA 19.1x NA NA 7.4% Eaton Vance Corp , , % 2.00% 4.2x 3.7x 11.8x 9.9x 26.9x 17.1x 12.2% 14.8% Federated Investors, Inc , , % 0.80% 3.4x 3.5x 10.8x 11.5x 17.7x 19.2x (2.3%) (2.2%) Franklin Resources Inc , , % 3.80% 4.0x 3.7x 10.6x 9.4x 16.9x 15.3x 11.4% 11.5% GAMCO Investors, Inc ,949 43, % 4.50% 5.2x NA 15.3x NA 22.4x 19.1x NA 26.4% Invesco Ltd , , % 2.70% 4.4x 4.3x 17.2x 14.4x 19.9x 17.9x 20.6% 20.0% Janus Capital Group, Inc , , % 1.30% 2.5x 2.5x 8.2x 8.1x 21.7x 20.4x 8.2% 10.5% Legg Mason Inc , , % 0.80% 2.0x 1.9x 11.4x 10.9x -18.1x 18.9x 12.8% 20.2% SEI Investments Co , , % 2.50% 5.0x 4.8x 20.8x 13.9x 21.2x 22.8x 31.4% 21.5% T. Rowe Price Group, Inc , , % 3.10% 6.0x 5.8x 12.2x 11.7x 22.0x 21.2x 15.6% 14.5% Virtus Investment Partners, Inc ,485 55, % 2.70% 4.1x 3.8x 13.8x 11.3x 29.1x 24.9x NA 51.2% Waddell & Reed Financial, Inc , , % 4.50% 4.0x 3.8x 13.6x 12.9x 24.4x 22.8x 24.0% 24.3% Westwood Holdings Group Inc , % 2.30% 4.4x 4.4x 15.0x NA 29.1x NA NA 17.4% Median 192, % 2.6% 4.3x 3.8x 13.2x 11.5x 21.5x 19.8x 12.6% 14.9% Median EBITDA Multiples - Traditional Asset Managers 16.0x 14.0x 12.0x 10.0x 8.0x 6.0x 4.0x 2.0x 0.0x 14.1x 13.2x 11.3x 11.2x 8.2x 9.4x 5.6x Overall Median (11.1x) 9

11 Public Market Data (continued) (1) Company 12/31/ Week Enterprise Fee- Paying EV/AUM EV/Revenue EV/EBITDA Consensus Growth (4) Close (2) High Low Value (EV) (3) AUM YTD LTM NFY LTM NFY EBITDA EPS Alternative Asset Managers Apollo Global Management, LLC ,647 79, % 3.4x 3.3x 6.0x 5.9x (21.4%) (25.1%) Ashmore Group PLC ,347 10, % 6.5x 5.7x 9.5x 8.3x (7.7%) (10.0%) Fortress Investment Group LLC ,015 57, % 2.6x 2.4x 7.8x 6.7x 1.6% 11.3% Kohlberg Kravis Roberts & Co ,036 73, % 5.0x 4.9x 5.2x 4.4x NA (4.5%) Och-Ziff Capital Management Group LLC ,634 36, % 4.6x 4.1x 7.6x 7.1x (0.5%) (5.2%) Partners Group Holding AG ,596 35, % 10.1x 6.8x 16.1x 14.1x 14.0% NA Polar Capital Holdings plc , % 4.1x 3.2x 10.5x 8.0x NA 18.2% Sprott Inc , % 2.5x 2.2x 6.5x 5.6x NA NA The Blackstone Group L.P , , % 4.7x 4.2x 10.1x 10.4x 41.4% 8.4% Median 36, % 4.6x 4.1x 7.8x 7.1x 0.6% -4.5% Notes: (1) Source: As reported by S&P Capital IQ. (2) Reported in local currency. (3) In millions of local currency. (4) Represents two-year analyst estimates. Definitions: Enterprise Value defined as market cap. + total debt + preferred equity cash and equivalents long-term investments AUM Assets Under Management YTD Year to Date LTM the latest twelve months. EBITDA adjusted earnings before interest, taxes, depreciation and amortization. NFY next fiscal year. EPS earnings per share. NA not available, NM not meaningful. 10

12 About is a full service valuation and investment banking firm serving both private and publicly held companies. Since 1939, has prepared thousands of valuations in a wide variety of industries and for many purposes. Our valuation and investment banking practices are national in scope, with clients in every state. We have significant experience providing advisory services to Boards and management teams on topics such as shareholder liquidity options and the valuation implications of various strategic initiatives. Our valuation services can be broadly categorized into Corporate, Transaction Advisory, Financial Reporting, Litigation Support and Tax-Based applications. For additional information pertaining to or S and our valuation and advisory services, visit DISCLAIMERS: The information provided in this publication is only general in nature. It has been prepared without taking into account any specific objectives, financial circumstances or needs. Accordingly, disclaims any and all guarantees, undertakings and warranties, expressed or implied, and shall not be liable for any loss or damage whatsoever (including human or computer error, negligent or otherwise, or actual, incidental, consequential or any other loss or damage) arising out of or in connection with any use or reliance upon the information or advice contained within this publication. The viewer must accept sole responsibility associated with the use of the material in this publication, irrespective of the purpose for which such use or results are applied. This material should not be viewed as advice or recommendations. This information is not intended to, and should not, form a primary basis for any investment, valuation or other decisions. is not acting as a fiduciary, an expert or advisor in any capacity whatsoever in providing the information set forth herein. The information set forth herein may not be relied upon and is not a substitute for competent legal and financial advice. The viewer of this material is cautioned and advised to consult with his or her own legal and financial counsel in evaluating the information provided herein. The information provided in this publication is based on public information. makes every effort to use reliable and comprehensive information, but makes no warranties or representations of any kind relating to the accuracy, completeness or timeliness of the information provided herein and shall not have liability for any damages of any kind relating to any reliance on such data. Further, the information set forth herein is continuously subject to change and may fluctuate. has no obligation to update the information set forth herein or to advise the viewer when opinions or information may change. Investment banking and transaction advisory services are provided by Securities, Inc., member FINRA/SIPC. Persons affiliated with Securities, Inc. are registered representatives of and securities are offered through Securities, Inc. This publication is not a solicitation or offer to buy or sell securities. The information contained in this publication was prepared for information purposes only and was not intended or written to be used as investmentor tax advice or as a recommendation to buy or sell securities. Contacts For This Report: Todd G. Povlich, ASA Senior Vice President (609) tpovlich@mpival.com Daniel M. Kerrigan, CFA Managing Director (609) dkerrigan@mpival.com Bjorn A. Midtlyng, CFA Vice President (609) bmidtlyng@mpival.com Princeton Headquarters: 101 Poor Farm Road Princeton, NJ (609) Princeton New York Chicago Boston Atlanta Hartford Orlando 11

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