9-311-013

JULY 26, 2010

CLAYTON S. ROSE

SCOTT WAGGONER

No
ote on th
he Asseet Man
nagemeent Indu
ustry a

Intro
oduction
Thhe asset mana agement industry providess investment services
s and products
p to diverse
d client types,
t
includ
ding individu uals, corporattions, pensionn plans and governments, to meet a varriety of investtment
goals,, such as currrent income, long-term
l cap
pital growth, cash manageement and caapital preserv vation.
The in
ndustry also plays
p an impo
ortant role in the economyy by efficiently
y matching in
nvestors with those
seekin
ng capital.

Assset managem ment servicess are provided d by dedicateed asset man nagement firm ms, banks, brrokers
and in nsurance com mpanies that range in sizee from “one-p person shops”” run from home
h to the laargest
global financial firrms. (See Exh hibit 1 for a list
l of the lead ding global asset managerrs.) The indu ustry’s
businness model is fee-based an nd is highly scalable with h profitability
y dependent upon the lev vel of
assetss under mana agement (AU UM) and invesstment perforrmance. Asseet managemeent firms gen nerally
act for clients by making
m investtment decisio ons and manaaging the inveestment proceess; they do not,
n as
a rulee, invest their own capital (other
( than to
o “seed” a funnd as a show ofo good faith..) These firmss, and
emplo oyees with in nvestment resp ponsibility, often
o assume a fiduciary duuty to their cu
ustomers, witth the
requirrement that th o their own.b
hey place their client’s inteerests ahead of

a This note
n supports cllassroom discusssion in the Harv
vard Business Sch
hool second yearr MBA course, Managing
M the Fin
nancial
Firm. It
I addresses a com
mplex subject in a few pages, and
d as such is geneeral in nature. It is
i focused on thee United States.

b For purposes
p of this note, we do no
ot concentrate on
n firms that prov
vide tools and services
s focused on facilitating trading.
These firms
f include seccurities brokers that
t may offer an
ncillary or inform
mal investment advice
a and firms like Charles Sch
hwab &
Co., Incc. and TD Amerritrade, Inc. that provide “self-dirrected” investorss with tools for evaluating
e invesstments and execcuting/
managiing trades.
______________________ __________________________________________________________________________________________________

Professo
or Clayton S. Rose and
a Research Asso
ociate Scott Waggon
ner, Global Researcch Group, prepared
d this note as the baasis for class discusssion.

Copyrigght © 2010 Presiden nt and Fellows of Harvard

H College. To
T order copies or request permissionn to reproduce matterials, call 1-800-545-7685,
write Haarvard Business Scchool Publishing, Bo
oston, MA 02163, or
o go to www.hbsp p.harvard.edu/educators. This publicaation may not be digitized,
photocoopied, or otherwise reproduced, posteed, or transmitted, without
w the permisssion of Harvard Bu
usiness School.

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 311-013 Note on the Asset Management Industry

Organization of the Asset Management Industry

The following paragraphs provide an abbreviated introduction to the asset management industry
by highlighting client types, ownership structures, distribution channels, and investment styles.

Clients
There are two broad and overlapping types of clients served by the asset management industry:
retail clients and institutional clients. Retail clients include U.S. households which held
approximately $45 trillion in financial assets at the end of 2009.1 Institutional clients comprise a
variety of organizational types, including private and public pension funds, sovereign wealth funds,
and corporations. In general, wealthier retail and institutional investors require sophisticated
personalized financial solutions while less affluent retail investors seek standardized services, such as
the low-cost trade execution and discount mutual funds offered by scalable, technology-based asset
managers.

The retail, or individual, market is often segmented into several categories based on the amount of
financial assets an individual investor owns. These segments include: ultra high net worth investors
with over $30 million, high net worth (HNW) investors with over $1 million, mass affluent investors
with between $100,000 and $1 million, and mass retail investors with under $100,000 in financial
assets.2 Recently, some segments of the asset management industry have increased their attention on
the mass affluent market, which is perceived to represent a pipeline to future HNW individuals and
to be relatively under-penetrated. Although the mass retail category represents over 70% of U.S.
households, it only holds a small proportion of U.S. financial assets.3

Two important components of the institutional market are retirement plans and corporate
liquidity. At the end of 2009, U.S. retirement plans held a total of $16 trillion in assets for the private
sector, governments, and individuals. About one quarter of these retirement assets was invested in
mutual funds and the remainder was invested directly in fixed income securities, equities, and other
asset classes.4

Private sector pensions, with $6.2 trillion in assets, represent the largest segment of the retirement
market and can be classified as defined benefit (DB) plans or defined contribution (DC) plans.5 In
general, DB plans provide retirees with predictable benefits based on factors such as employee tenure
and salary levels. DC plans are easier for employers to manage since benefits are based on the level
of plan contributions and investment performance, but the risk of investment returns is shifted to the
individual. At the end of 2009, government pension plans totaled $4.1 trillion while households
directly invested in a variety of tax-advantaged retirement programs, including $4.2 trillion in
individual retirement accounts (IRAs) and $1.4 trillion in annuity plans sponsored by life insurance
companies.6

U.S. corporations held over $5 trillion in liquid deposits and short-term investments at the end of
2008.c The asset management industry helped these corporations invest in money market mutual
funds, short-term government debt, commercial paper, repurchase agreements, and certificates of
deposit.7

c Liquidity can generally be defined as cash, deposits and investments with maturities of less than one year.

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 Note on the Asset Management Industry 311-013

Ownership
The asset management industry offers investment services and products through several different
ownership structures, including separate accounts, mutual funds, and limited partnerships.

With separate accounts, investors directly own the securities in their accounts, while the asset
manager manages the portfolio on an ongoing basis. Separate accounts provide investors with the
opportunity to customize both the level of advisory services and the actual composition of their
portfolios. Customized service can revolve around asset allocation, risk management, and tax
optimization, among other areas. The high cost involved in managing these services means that
separate accounts are generally used by wealthy individuals and institutional investors.

In the $11 trillion8 mutual fund industry, investors directly own mutual fund shares, which
represent an indirect, proportional stake in a fund’s pool of underlying securities. Investment funds,
such as Fidelity’s Magellan Fund, can provide investors with professional money management and
diversification services at low costs and very often with a low minimum initial investment. While
asset management companies provide investment management services to mutual funds, mutual
funds are legally owned by those that invest and have a board of directors responsible to the
investors. The mutual fund’s board oversees the performance of the asset management firm and has
the right to replace it, although this is rarely done.

On a daily basis, a mutual fund may issue fund shares to new investors or redeem fund shares of
exiting investors for cash. These transactions generally are executed at the mutual fund’s net asset
value (NAV), usually measured by the closing prices of the fund’s portfolio of securities on that day.
To meet potential redemption requests, mutual funds generally must hold excess cash and a
significant amount of liquid securities. Closed-end funds are similar to mutual funds but they issue a
fixed number of fund shares that trade continuously on securities markets, much like a typical listed
stock. Because closed-end fund managers do not need to administer cash flows for fund share
issuances and redemptions, they can invest in less liquid securities and utilize leverage. Closed-end
fund shares may trade above or below their NAV, based on market supply and demand. Exchange
traded funds (ETFs) are similar to mutual funds but their fund shares trade on exchanges.9 (See
Exhibits 2 and 3 for a summary of the U.S. and global investment fund markets.)

Limited partnerships are most often used by alternative asset firms such as Kohlberg Kravis
Roberts & Co. and Soros Fund Management, LLC. Limited partner investors have a proportional
right to the economics of an investment fund but no rights (or very limited rights) to oversight or
governance, which is in the hands of the asset management company acting as the “general partner”
in the investment.

Distribution
Asset managers distribute their products to retail and institutional investors through the direct
channel, third-party distributors, or some combination of the two. In the direct channel, asset
managers sell directly to investors utilizing their own team of sales people, through traditional
media, and via the Internet. Third-party distributors include independent financial consultants and
other outside advisors from brokerage firms, banks, and insurance companies. Third-party
distribution agreements are an effective method for large mutual fund families and small boutiques
to broaden their sales and marketing footprints. A mutual fund complex may compensate third-
party distributors through a combination of such programs as a one-time front end sales charge to
new mutual fund investors (these so-called “sales loads” averaged 1% in 2009),10 periodic 12b-1
distribution expenses, and some percentage of assets under management.11

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 311-013 Note on the Asset Management Industry

Investment Styles
While certain firms have a very clear focus, across the asset management industry there are very
few bright lines that define one segment against another. One boundary is between “traditional,” or
“long-only,” managers and “alternative asset” managers. Within the “traditional” space there are a
vast array of investment styles and goals that are used by firms in an attempt to outperform
competitors and attract assets and clients. Active investors use some combination of fundamental,
technical, and mathematical analysis to identify attractively priced assets while passive investors
attempt to match the risk-adjusted returns of a specified benchmark and minimize investment
expense. Popular styles among active managers include value investing, where managers tend to
search for unpopular, cyclical businesses with solid fundamentals and attractive valuations, and
growth investing, where managers may be willing to pay a premium for businesses that are expected
to grow margins and/or revenues.

There are many variants on these two basic themes. Some managers concentrate their
investments in particular industries, regions or security types while others invest in a broadly
diversified portfolio of securities. Most underlying investments are in fixed income and equity
securities, and most funds are dedicated to a single asset class and a particular style or philosophy.
Typical fixed income investments include U.S. Treasury, municipal, mortgage, corporate, and asset-
backed securities. Equity instruments include common stock, preferred stock, convertible bonds,
equity options, and warrants. Some asset managers invest in commodities, currencies, foreign
securities, options, futures, other derivatives, real estate, other investment funds, and other illiquid
assets.

The “alternative asset” segment generally comprises hedge funds, venture capital funds, and
private equity funds. Hedge funds invest across a variety of styles, including long-short (buying long
underpriced assets and selling short overpriced assets), statistical arbitrage (an extension of the long-
short style utilizing statistical and computational models to analyze entire markets), and global
macro (analyzing worldwide economic trends and investing in the most compelling asset classes,
sectors and geographies). Hedge funds generally have broad mandates to invest using a variety of
instruments, to have both long positions and short positions, and to utilize leverage. One goal most
hedge funds share, often not realized, is to generate positive absolute returns in any market
condition. Globally, the hedge fund industry manages approximately $2 trillion in capital.12

Both venture capital firms and private equity firms organize funds to invest capital in a portfolio
of companies. Most funds have a lifespan of ten years and spend roughly the first few years
acquiring target companies and the next five years harvesting portfolio companies. Within this ten-
year period, the funds must generally sell all portfolio companies, either through private sales or
initial public offerings (IPO), and return capital and any capital gains to fund investors. Since these
funds have limited lifespans, venture capital and private equity firms must continue to raise new
funds to survive.

Firms in the $179 billion13 U.S. venture capital industry tend to invest in early stage, rapidly
evolving businesses in such industries as technology and healthcare. Firms in the $2.5 trillion14
global private equity industry generally invest in more mature businesses, scrutinizing historic
financial performance and searching for opportunities to improve operations. While venture capital
firms rarely utilize financial engineering, many private equity firms raise a significant amount of debt
to finance their acquisitions in leveraged buy-out transactions (LBOs).

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 Note on the Asset Management Industry 311-013

How Asset Managers Make Money

In general, asset managers in the “traditional” asset management segment derive a majority of
their revenues and profits from investment management services provided to individual and
institutional investors via sponsored mutual funds, separate accounts, and other investment vehicles.
Most investment advisory revenues are based on the level of AUM, the mix of assets managed, and
investment performance. Mutual fund fees are generally based on a percentage of AUM, while high
net worth and institutional account fees are based on a combination of negotiated client contracts and
a percentage of AUM. Fees as a percentage of AUM averaged 1.44% for stock mutual funds and
0.96% for bond mutual funds in 2009, respectively.15

“Traditional” asset managers may also derive additional administrative fees to help cover the
expense of distribution and administration services performed for investors in a manager’s funds.
Distribution expenses include payments to the asset manager and external parties for the sales,
marketing, and underwriting of mutual funds. Administration expenses include accounting,
compliance, record keeping, and transfer agent services provided by the asset manager and/or
outside parties.

Many asset managers earn additional revenues from ancillary services. For example, Franklin
Resources operates a private equity business (Darby) and runs a bank with $494 million in deposits.16
Unlike many investment managers, State Street Corporation derives a majority of its revenues and
profits by offering investment services, such as accounting, custody, administration and trading to
other institutional investors and mutual funds. State Street is also a major bank holding company
with $90 billion in deposits17 at the end of 2009.

“Alternative” asset management firms have an explicit performance-based compensation system.

They are generally paid a management fee to cover operating expenses (although firms with
significant AUM generate substantial management fees, well above operating expenses) and a
performance-based fee. This performance fee (“carried interest”) is a percentage of a fund’s
investment returns, and often the firm is required to generate a certain minimum return (the “hurdle
rate”) before it is able to take its share of the profit. Until the financial crisis that began in 2008, the
standard fee structure was “two and twenty;” a 2% management fee and 20% of the investment
returns generated. (Income statements and balance sheets of selected asset managers are
summarized in Exhibits 4 and 5.)

Asset Management Industry Risks

Asset managers face a variety of risks, including those relating to performance, operations,
reputation, talent, and capital.

Performance risk is important because any decrease in a firm’s AUM may reduce its revenues.
Since asset managers typically utilize a high level of operating leverage (e.g. they have a high level of
fixed costs relative to variable costs), a fall in revenues can also have a pronounced negative impact
on their operating profits.d

Volatile markets and poor investment performance are two key factors that can cause a firm’s
AUM to fall. First, volatility of the global economy could impact interest rates, inflation rates and

d Conversely, the typical asset manager’s high operating leverage implies that an increase in AUM (and the resulting increase
in revenues) can have a significantly positive impact on operating profits.

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 311-013 Note on the Asset Management Industry

credit defaults, causing the prices of an asset manager’s underlying portfolio of investments to fall,
thus moving the firm’s AUM downward. Second, poor relative investment performance (compared
to that of competitors or benchmarks) or negative absolute returns could drive client redemptions
and reduce the asset manager’s ability to attract new client funds. Furthermore, these two factors
could cause clients to migrate from higher fee equity strategies to lower fee, lower volatility, fixed
income strategies.

Asset managers also face extensive operating risks in a variety of business functions, including
sales, marketing, risk management, compliance, administration, technology, and custody. Many
asset managers outsource some of these functions to third-party specialists but may retain some of
the underlying risks. Failure by any business function to satisfactorily perform its duties could cause
the asset manager significant financial losses and/or reputational risk. Reputational risk can also
arise through poor performance or deviation from a firm’s or portfolio’s stated investment mandate.

The industry is also subject to talent risk. Asset managers depend on highly specialized
personnel, including portfolio managers, research analysts and distribution professionals to attract
and retain clients. Neither internal personnel nor external distributors are typically under long-term
contractual obligations.

Importance of Capital in the Asset Management Industry

During the financial crisis of 2008-2009, the historically stable money market mutual fund
(MMMF) business revealed a risk not often considered among asset managers—capital risk. In this
“fee for service” or “fee for performance” business, where asset managers invest client money but do
not invest their own capital, firms carry few assets on their own balance sheets and therefore operate
with a limited amount of equity capital.

During the crisis, a decline in the value of certain money market securities caused some clients to
want to remove their assets from MMMFs, and they generally had the contractual right to their assets
in cash within a day or two. However, the underlying securities in the MMMFs generally matured in
25-45 days, so there was a mismatch between the right to immediate availability of funds enjoyed by
clients and the average maturity of the securities in the portfolios. In “normal” market environments
this mismatch was not a problem as funds could easily sell their securities. However, during this
period of unprecedented illiquidity, MMMFs had difficulty selling even traditionally highly-liquid,
short-term securities in a timely manner at reasonable prices. Asset managers found themselves
forced to contribute capital to meet these redemption requests. Peter Crane of Crane Data LLC
commented, “It’s a no-brainer: You either prop up your fund with $100 million to solve the problem
or watch your multibillion-dollar franchise go down the drain.”18 Through July 2008, asset managers
contributed over $10 billion of capital to backstop their MMMFs.19

The situation deteriorated further on September 15, 2008 when Lehman Brothers filed for
bankruptcy. The ensuing panic caused commercial paper funding rates to soar and pushed U.S.
Treasury Bill rates downward as panicked investors withdrew over $200 billion from MMMFs in just
a week.20 At the time, the $62.6 billion Reserve Primary Fund was caught with $785 million in
Lehman Brothers commercial paper, which it revalued to zero.21 Since it did not have a large parent
company to backstop these losses, they were passed on to the Reserve Primary Fund’s investors,
driving the Fund to “break the buck” where its NAV fell below the expected $1/share level that was
the standard across the industry for MMMF. This caused redemptions to skyrocket. On September

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 Note on the Asset Management Industry 311-013

19, the government intervenede to provide liquidity to MMMF investors and to stabilize both the
short-term lending markets and the asset management industry.22 23 On October 21, the Board of
Governors of the Federal Reserve System intervened again by establishing the $600 billion Money
Market Investor Funding Facility (MMIFF).

Following this financial crisis, asset managers began to reconsider how they measure liquidity,
moving to shorter maturity assets of higher quality and maintaining more cash. There is ongoing
discussion within the industry and among regulators as to whether large MMMF businesses should
carry sufficient capital to backstop potential fund losses and the obligation to deliver a $1/share NAV
each day.f

Key Metrics in the Asset Management Industry

Financial analysts benchmark asset managers to their peers in a variety of areas, including
profitability, growth, size, the investment team, investment track record, business strategy, and
management acumen. The following performance and valuation metrics provide some preliminary
insight into how well an asset management firm is operating.

Performance
The operating margin measures an asset manager’s ongoing profitability from its core operations
while excluding non-operating items such as extraordinary income, extraordinary expenses, and
income taxes. The operating margin also excludes interest expenses and dividend payments related
to a firm’s capital structure decisions:

operating margin = operating revenues – operating expenses

operating revenues

operating revenues = advisory fees + administrative fees + ancillary fees + other revenues

operating expenses = compensation expenses + distribution expenses + other expenses

The return on assets ratio (ROA) provides a global measurement of an asset manager’s
profitability. The return on equity ratio (ROE) indicates how much profit an asset manager earns for
each dollar of equity capital it invests by combining ROA and the leverage ratio:

ROA ratio = net income

total assets

ROE ratio = net income

owners’ equity

e The U.S. Treasury responded with a $50 billion temporary guaranty program for MMMFs and the Board of Governors of the
Federal Reserve System announced a temporary credit facility to help banks purchase asset-backed commercial paper from
MMMFs.

f There is also discussion about whether MMMFs should no longer support a standard $1/share NAV, but rather subject fund
holders to fluctuations in NAV from changes in interest rates or changes in the credit quality of securities held in a fund.

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 311-013 Note on the Asset Management Industry

Valuation
A first approximation of an asset manager’s value can be made using the price-to-earnings ratio
(PE ratio), the price-to-book ratio, and the enterprise value-to-AUM ratio (EV/AUM ratio).
Additional valuation work might include discounted cash flow analysis (DCF) and comparable M&A
transactions analysis.

The price-to-earnings ratio is estimated as:

PE ratio = market capitalization

net income

market capitalization = (market price per common share) X (# of fully diluted shares)

The price-to-book ratio follows:

price/book ratio = market capitalization

book value of common equity

The enterprise value-to-AUM ratio can be calculated as:

EV/AUM ratio = market capitalization + debt - cash

AUM

Asset Management Regulation and Supervision

The U.S. asset management industry is highly regulated at the federal level. The 1996 National
Securities Markets Improvement Act (NSMIA) largely preempted state-level securities regulations,
commonly known as Blue Sky Laws.24 Overall, asset management regulators are focused on investor
protection and market integrity.25

During the Great Depression, the federal government strengthened regulation of the securities
and asset management industries by establishing the U.S. Securities and Exchange Commission (SEC)
and passing four principal securities laws. The Securities Act of 1933 and The Securities Exchange
Act of 1934 address financial market issues such as securities registration, IPOs and secondary
trading; they also prohibit fraud, deceit and market manipulation.26 The Investment Company Act of
1940 is the main statute regulating the investment management industry, particularly mutual funds,
and aims to minimize conflicts of interest and to provide investors with adequate public disclosures
related to a fund’s investment policies, operations, and financial performance. The Investment
Advisers Act of 1940 requires most individuals and firms providing investment advisory services to
register with the SEC and to uphold investor protection regulations.27

The SEC is the principal regulator of the U.S. securities industry, which includes mutual funds,
investment advisors, broker-dealers, and securities exchanges. The SEC’s stated mission “is to
protect investors, maintain fair, orderly, and efficient markets, and facilitate capital formation.”28
With respect to securities markets, “the SEC is concerned primarily with promoting the disclosure of
important market-related information, maintaining fair dealing, and protecting against fraud.”29

The Financial Industry Regulatory Authority (FINRA) is the largest U.S. independent regulator
of the securities industry.30 FINRA’s roles include, “qualifying and licensing brokers, writing and
enforcing rules and regulations for every single brokerage firm and broker in the United States, and
investigating and disciplining anyone who violates the public trust.”31

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 Note on the Asset Management Industry 311-013

In December 2009, the Congressional Research Service reported that many U.S. investment assets
and asset managers enjoyed limited or no regulation. These assets included currencies, U.S.
Treasury securities, over the counter derivatives, private placement securities offered to accredited
investors, private equity funds, and hedge funds.32 The Dodd-Frank Bill signed by President Obama
on July 21, 2010 will increase the regulatory oversight of the industry generally, and of alternative
asset managers in particular. The bill increased SEC oversight of the private equity and the hedge
fund industries with new registration, record keeping, and reporting requirements. It also limited the
proprietary trading activities and private equity/hedge fund operations and investments by banks.

Other Regulatory Matters

While evolving U.S. demographics (aging baby boomer generation) and growth in underlying
investments were important drivers in the overall growth of retirement assets since the 1960s,
changing pension and tax regulations, which encouraged retirement savings through DC plans and
IRAs, were especially important to the growth of the asset management industry. For example, the
Keogh Act, also known as the Self-Employed Individuals Tax Retirement Act of 1962, is considered
pioneering retirement legislation as it allowed self-employed persons to establish tax-deferred
retirement accounts.

The Employee Retirement Income Security Act of 1974 (ERISA) further expanded private pension
programs by increasing the protection of pension plan participants, creating IRAs and establishing
the Pension Benefit Guaranty Corporation (PBGC). The 1978 IRS section 401(k) enabled employee
tax-advantaged retirement savings plans and the 1998 Roth IRA legislation further expanded
retirement savings opportunities. Industry experts anticipate that the Pension Protection Act of 2006,
which incentivizes businesses to automatically enroll employees in DC plans, and new pension
accounting rules, will continue to drive future growth of the asset management industry.

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 311-013 Note on the Asset Management Industry

Exhibit 1 Top Asset Managers by Global Institutional AUM (in $ billions as of December 31, 2009)

Rank Manager AUM

1 BlackRock $2,462
2 State Street Global 1,682
3 BNY Melon Asset Management 980
4 Fidelity Investments 977
5 Vanguard Group 830
6 PIMCO 810
7 J.P. Morgan Asset Management 754
8 Legg Mason 580
9 AXA Investment 563
10 Wellington Management 537
11 Northern Trust Global 502
12 Prudential Financial 485
13 Capital Research 428
14 TIAA-CREF 378
15 Deutsche Asset Management 377
16 ING 374
17 Goldman Sachs Group 372
18 Wells Capital 363
19 Aviva Investors 363
20 Federated Investors 350
21 UBS Global Investors 318
22 BNP Parabis Investment 304
23 AllianceBernstein 300
24 HSBC Global Asset 253
25 Aberdeen Asset Management 232
26 T. Rowe Price 222
27 Morgan Stanley 222
28 Credit Suisse Asset Management 217
29 New York Life Investments 207
30 Invesco 201
31 Principal Global Investors 198
32 MetLife 197
33 Dimensional Fund Advisors 165
34 Franklin Templeton 156
35 Loomis, Sayles 141

Source: Adapted from Pensions & Investments, May 31, 2010, p. 16.

10

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 Note on the Asset Management Industry 311-013

Exhibit 2 U.S. Traditional Investment Fund Market by Investment Strategy and Fund Type
(in $ billions as of December 31, 2009)

Mutual Closed-
Investment strategy Funds ETFs end UITs Total
Equity $4,958 $595 $93 $25 $5,670
Bond 2,206 107 136 14 2,462
Money market 3,316 3,316
Other 641 75 715
Total 11,121 777 228 38 12,164

Source: Adapted from Investment Company Institute and Strategic Insight Simfund via 2010 Investment Company Factbook,
Investment Company Institute, pp. 124, 134, 136, and 139.

Note: Mutual fund category excludes funds that primarily invest in other mutual funds.

ETF category includes funds both registered and not registered under the Investment Company Act of 1940.

11

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 311-013 Note on the Asset Management Industry

Exhibit 3 Global Assets of Mutual Funds (in $ billions as of December 31)

2003 2004 2005 2006 2007 2008 2009

U.S. $7,402 $8,095 $8,891 $10,397 $12,001 $9,603 $11,121
Brazil 172 221 303 419 615 479 784
Canada 338 414 491 566 698 416 565
Other 45 51 66 87 108 83 127
Americas 7,958 8,781 9,750 11,469 13,422 10,581 12,597

Luxembourg 1,104 1,396 1,636 2,188 2,685 1,861 2,294

France 1,148 1,371 1,363 1,769 1,990 1,591 1,806
Ireland 360 468 546 855 951 720 861
U.K. 397 493 547 755 897 505 729
Germany 276 296 297 340 372 238 318
Italy 479 512 451 453 420 264 279
Spain 255 318 317 368 397 271 270
Sweden 88 107 119 177 195 113 170
Switzerland 91 94 117 160 176 135 168
Belgium 99 118 115 137 150 105 107
Other 386 468 495 601 702 428 544
Europe 4,683 5,640 6,002 7,804 8,935 6,231 7,546

Australia 518 635 700 864 1,193 841 1,199

Japan 349 399 470 579 714 575 661
Hong Kong 256 344 461 631 818 N/A N/A
China N/A N/A N/A N/A 434 276 381
Korea 122 177 199 252 330 222 265
India 30 33 41 58 109 63 130
Other 87 89 69 72 80 60 80
Asia and Pacific 1,361 1,678 1,939 2,457 3,678 2,038 2,715

Africa 34 54 66 78 95 69 106

Total 14,036 16,153 17,757 21,808 26,131 18,919 22,964

Source: Adapted from Investment Company Institute, European Fund and Asset Management Association and other national
mutual fund associations via 2010 Investment Company Factbook, Investment Company Institute, p. 182.

Note: Funds of funds are not included except for France, Italy, and Luxembourg. Data include home-domiciled funds,
except for Hong Kong, Korea and New Zealand, which include home- and foreign-domiciled funds.

12

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 311-013 -13-

Exhibit 4 Financial Snapshot of the U.S. Asset Management Industry – Illustrative Income Statements (in $ millions for fiscal years ending in 2009)

Selected Asset Managers

Franklin T Rowe Price Fortress
INCOME STATEMENTS - 2009 (Alternative)
Investment management fees 2,503 1,546 434
Administrative fees 1,676 319
Incentive income 51
Expense reimbursements 85
Other revenues 15 3 15
Total revenues 4,194 1,867 584

Underwriting and distribution (1,352)

Compensation and benefits (959) (773) (505)
Principals agreement compensation (952)
Advertising and promotion (116) (73)
Amortization of deferred sales commissions (143)
Other expenses (422) (319) (127)
Total expenses (2,991) (1,166) (1,584)
Operating income 1,203 702 (1,000)

Investment and other income 78 (13) 86

Pre-tax income 1,281 689 (914)

Income tax (expense) benefit (384) (255) 5

NET INCOME (LOSS) 897 434 (909)

Source: Adapted from Franklin Resources, Inc., September 30, 2009 10-K (San Mateo, California: Franklin Resources, Inc., 2010), p. 67, T. Rowe Price Group, Inc., December 31, 2009 10-K (Baltimore,
Maryland: T. Rowe Price Group, Inc., 2010), p. 23, and Fortress Investment Group LLC, December 31, 2009 10-K (New York: Fortress Investment Group LLC, 2010), p. 80, via
http://www.sec.gov, accessed June 29, 2010.

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 311-013 -14-

Exhibit 5 Financial Snapshot of the U.S. Asset Management Industry – Illustrative Balance Sheets (in $ millions for fiscal years ending in 2009)

Selected Asset Managers

Franklin T Rowe Price Fortress
BALANCE SHEETS - 2009 (Alternative)
Cash & equivalents 2,983 743 197
Investments 2,090 723 867
Banking/ finance assets 1,039 183
Property and equipment 535 513
Deferred tax assets 68 441
Goodwill and other intangibles 2,005 666
Other 749 383 155
TOTAL ASSETS 9,468 3,210 1,660

Compensation and benefits 211 53 131

Commissions 219
Due to affiliates 346
Deferred incentive income 160
Banking/ finance liabilities (principally customer deposits) 746 161
Debt 64 398
Other 528 114 26
Minority interest 67
Total liabilities 1,836 328 1,061

Total common equity 7,632 2,882 261

Principals' and others' interests in equity of subs 338
Total stockholders' equity 7,632 2,882 599
TOTAL LIABILITIES & EQUITY 9,468 3,210 1,660

Assets under management 523,400 391,300 31,800

Source: Adapted from Franklin Resources, Inc., September 30, 2009 10-K (San Mateo, California: Franklin Resources, Inc., 2010), pp. 42, 68, T. Rowe Price Group, Inc., December 31, 2009 10-K (Baltimore,
Maryland: T. Rowe Price Group, Inc., 2010), pp. 22, 26, and Fortress Investment Group LLC, December 31, 2009 10-K (New York: Fortress Investment Group LLC, 2010), pp. 6, 79, via
http://www.sec.gov, accessed June 29, 2010.

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 Note on the Asset Management Industry 311-013

Endnotes

1 Board of Governors of the Federal Reserve System, “Flow of Funds Accounts of the United States, Flows
and Outstandings, Fourth Quarter 2009,” Board of Governors of the Federal Reserve System web site,
https://www.federalreserve.gov/releases/z1/Current/z1.pdf, Table B.100, p. 104, accessed April 23, 2010.
2 Merrill Lynch & Co., Inc. and Gapgemini, “2008 World Wealth Report,” Merrill Lynch & Co., Inc. web site,
http://www.ml.com/media/100472.pdf, p. 3, accessed July 12, 2010 and Standard & Poor’s Industry Surveys
(Investment Services), November 27, 2008 (New York: Standard & Poor’s, 2008), p. 20.
3 Edward N. Wolff, “Recent Trends in Household Wealth in the United States: Rising Debt and the Middle-
Class Squeeze, An Update to 2007,” Levy Economics Institute of Bard College Working Paper No. 589, March
2010 and casewriters’ estimates.
4 Investment Company Institute, “Research Fundamentals, The U.S. Retirement Market, 2009,” May 2010,
Vol. 19, No. 3, Investment Company Institute web site, http://www.ici.org/pdf/fm-v19n3.pdf, p. 3, accessed
June 9, 2010.
5 Ibid.
6 Ibid.
7 Anthony J. Carfang, “What’s Driving Corporate Treasurers?” paper presented at Crane’s Money Fund
Symposium, August 23, 2009, via Treasury Strategies, Inc. web site,
http://www.treasurystrategies.com/resources/presentations/TSI_CraneMMMF_82309.pdf, pp. 4 - 5, accessed
June 10, 2010.
8 Investment Company Institute, “2010 Investment Company Fact Book,” Investment Company Institute web
site, http://www.icifactbook.org, p. 22, accessed June 8, 2010.
9 Investment Company Institute, “2010 Investment Company Fact Book,” Investment Company Institute web
site, http://www.icifactbook.org, pp. 43 and 54, accessed June 8, 2010.
10 Investment Company Institute, “2010 Investment Company Fact Book,” Investment Company Institute
web site, http://www.icifactbook.org, p. 65, accessed June 8, 2010.
11Susan S. Krawczyk, “Compensation Practices for Retail Sales of Mutual Funds,” The Journal of Investment
Compliance, http://www.sutherland.com/files/tbl_s47Details/FileUpload265/4380/JICKrawczyk.pdf, pp. 27-
28, accessed June 28, 2010.
12
Sam Jones, “How the Hedge Fund Industry Influences Boardroom Battles,” The Financial Times, June 22,
2010, http://www.ft.com/cms/s/2/e863f356-7dd8-11df-b357-00144feabdc0.html, accessed June 28, 2010.
13
Thomson Reuters, National Venture Capital Association Yearbook 2010, (New York: Thomson Reuters, 2010),
via National Venture Capital Association website,
http://www.nvca.org/index/php?option=com_content&view=article&id=118&itemid=146, p. 9, accessed July
5, 2010.
14 Tim Friedman, ed., 2009 Preqin Global Private Equity Review (London: Preqin Ltd., 2009), pp 12-13.
15 Investment Company Institute, “2010 Investment Company Fact Book,” Investment Company Institute
web site, http://www.icifactbook.org, p. 68, accessed June 8, 2010.
16 Franklin Resources, Inc., September 30, 2009 10-K, (San Mateo, California: Franklin Resources, Inc. 2010), p.
18, via http://www.sec.gov, accessed June 29, 2010.
17
State Street Corporation, December 31, 2009 10-K, (Boston: State Street Corporation, 2010), p. 32, via
http://www.sec.gov, accessed July 5, 2010.
18Christopher Condon and Miles Weiss, “Legg Mason Gives $100 Million, Credit to Money Funds (Update
2)”, Bloomberg, November 12, 2007,

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 311-013 Note on the Asset Management Industry

http://www.bloomberg.com/apps/news?pid=newsarchive&sid=apyVlhHSg7TM&refer=home, accessed July

17, 2010.
19
Eric Dash, “Rethinking Money Market Funds,” The New York Times, July 11, 2008, via Factiva, accessed
January 21, 2009.
20
Laurence Neville, “Cash Management: Safety First in Short-Term Investment,” Euromoney, November 1,
2008, via Factiva, accessed January 21, 2009.
21 Katy Marquardt, “Reserve Primary Fund: Investors May Lose,” U.S. World News & Report, September 17,
2008, http://money.usnews.com/money/blogs/new-money/2008/9/17/reserve-primary-fund-investors-may-
lose.html, accessed July 18, 2010.
22 U.S. Department of the Treasury, “Treasury Announces Guaranty Program for Money Market Funds,”
September 19, 2008, U.S. Department of the Treasury web site,
http://www.ustreas.gov/press/releases/hp1147.htm, accessed June 25, 2010.
23
Board of Governors of the Federal Reserve System, Press Release dated September 19, 2008, Board of
Governors of the Federal Reserve System web site,
http://www.federalreserve.gov/newsevents/press/monetary/20080919a.htm, accessed June 25, 2010.
24
Richard I. Alverez and Mark J. Astarita, “Introduction to the Blue Sky Laws,”
http://www.seclaw.com/bluesky.htm, accessed June 8, 2010.
25 Financial Regulation - Industry Changes Prompt Need to Reconsider U.S. Regulatory Structure, GAO-05-61, p. 4
(Washington D.C.: United States Government Accountability Office, October 2004),
http://www.gao.gov/new.items/d0561.pdf, p.4, accessed June 17, 2010.
26 U.S. Securities and Exchange Commission, “Investment Company Registration and Regulation Package -
An Introduction to the Regulation of Investment Companies,” U.S. Securities and Exchange Commission web
site, http://www.sec.gov/divisions/investment/invcoreg121504.htm#P46_2920, accessed May 28, 2010.
27 U.S. Securities and Exchange Commission, “The Laws that Govern the Securities Industry,” U.S. Securities
and Exchange Commission web site, http://www.sec.gov/about/laws.shtml#invcoact1940, accessed June 28,
2010.
28 U.S. Securities and Exchange Commission, “The Investor’s Advocate: How the SEC Protects Investors,
Maintains Market Integrity, and Facilitates Capital Formation,” U.S. Securities and Exchange Commission web
site, http://www.sec.gov/about/whatwedo.shtml, accessed June 8, 2010.
29U.S. Securities and Exchange Commission, “The Investor’s Advocate: How the SEC Protects Investors,
Maintains Market Integrity, and Facilitates Capital Formation,” U.S. Securities and Exchange Commission web
site, http://www.sec.gov/about/whatwedo.shtml, accessed June 8, 2010.
30
Financial Industry Regulatory Authority, “2008 Year in Review and Annual Financial Report,” Financial
Industry Regulatory Authority web site,
http://www.finra.org/web/groups/corporate/@corp/@about/@ar/documents/corporate/p119061.pdf, p. 39,
accessed June 8, 2010.
31Financial Industry Regulatory Authority, “Get to Know Us,” Financial Industry Regulatory Authority web
site, http://www.finra.org/web/groups/corporate/@corp/@about/documents/corporate/p118667.pdf, p. 2,
accessed June 8, 2010.
32
Mark Jickling and Edward V. Murphy, Who Regulates Whom? An Overview of U.S. Financial Supervision,
December 14, 2009, pp. 20-23, Congressional Research Services via Financial and Banking Information
Infrastructure Committee web site, http://www.fbiic.gov/public/2010/jan/CRS_Report7-5700.pdf, accessed
June 2, 2009.

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