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Item 9A. Controls and Procedures

2021-03-01 compared with 2020-03-02 · 45 added, 42 removed, 131 unchanged (40% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Our management, including our Chief Executive Officer, or CEO, and Chief Financial Officer, or CFO, 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, 2019 .

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, 2020.

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 CEO and CFO, to allow timely decisions regarding required disclosure.

Our CEO and CFO participated in this evaluation and concluded that, as of December 31, 2019 , our disclosure controls and procedures were effective.

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, 2020, our disclosure controls and procedures were effective.

Report of Management on Internal Control Over Financial Reporting

7 unchanged sentences

Other Information.

The Company will hold its 2020 annual meeting of stockholders (the "2020 Annual Meeting") at the Company's offices on Wednesday, June 24, 2020, at 200 Clarendon Street, 53rd Floor, Boston, MA 02116.

In accordance with Rule 14a-5(f) of the Exchange Act, the Company is informing stockholders of this date and providing new information with respect to the submission of (i) proposals intended to be included in the Company's 2020 proxy statement under Rule 14a-8 of the Exchange Act ("Rule 14a-8") and (ii) proposals submitted outside the processes of Rule 14a-8.

Because the 2020 Annual Meeting will occur more than 30 days prior to the anniversary date of the Company's 2019 annual meeting of stockholders (the "2019 Annual Meeting"), pursuant to Rule 14a-8, the deadline for receipt of stockholder proposals for inclusion in the Company's 2020 proxy statement is a reasonable time before the Company

begins to print and send its proxy materials.

Accordingly, stockholder proposals intended to be submitted pursuant to Rule 14a-8 in connection with the 2020 Annual Meeting should be received by the Company's Secretary on or before April 2, 2020 in order to be considered for inclusion in the Company's 2020 proxy statement.

Such proposals should be marked for the attention of the Secretary, BrightSphere Investment Group Inc., 200 Clarendon Street, 53rd Floor, Boston, MA 02116, must comply with the requirements of Rule 14a-8 and the interpretations thereof, and may be omitted from the 2020 proxy statement if not in compliance with applicable requirements.

Additionally, pursuant to the Company's Amended and Restated Bylaws (the "Bylaws"), because the 2020 Annual Meeting is being advanced by more than 30 days from the anniversary date of the Company's 2019 Annual Meeting, stockholder proposals submitted outside of Rule 14a-8, including any proposal nominating a person as a director, must be received by the Company's Secretary within the following dates:

not earlier than the close of business on the one hundred fiftieth (150th) day prior to the 2020 Annual Meeting and not later than the close of business on the later of (x) the one hundred twentieth (120th) day prior to the 2020 Annual Meeting or (y) the tenth (10th) day following the day on which the Company makes public announcement of the date of the 2020 Annual Meeting.

Accordingly, such proposals and nominations must be received by the Company's Secretary no later than March 12, 2020.

Such proposals and nominations also must comply with the advance notice provisions contained in the Bylaws.

On February 23, 2021, we along with the Lenders, entered into an assignment and assumption and amendment agreement (the “Assignment”) to the Amended Credit Agreement.

Pursuant to the Assignment, the Amended Credit Agreement was assigned to and assumed by Acadian and the Amended Credit Agreement was amended (the Amended Credit Agreement, as amended by the Assignment, the “Acadian Credit Agreement”) to, among other things, reduce the Lenders’ commitments thereunder to $125 million.

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Capital Resources and Liquidity—Third party borrowings—Revolving Credit Facility” for more information.

Directors, Executive Officers and Corporate Governance.

12 unchanged sentences

(2) Financial Statement Schedules:

(3) Exhibits:

2.1 Scheme of Arrangement, dated June 3, 2019, between BrightSphere Investment Group plc and the shareholders of BrightSphere Investment Group plc, incorporated by reference to Appendix A to BrightSphere Investment Group plc’s Proxy Statement on Schedule 14A filed on June 3, 2019.

2.2 Equity Purchase Agreement, dated as of July 26, 2020, by and among BrightSphere Intermediary (BHMS) LLC, BHMS Investment GP LLC, BHMS Investment Holdings LP, Barrow, Hanley, Mewhinney & Strauss, LLC., Perpetual US Holding Company, Inc., and, solely with respect to Section 11.16 thereof, Perpetual Limited, incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed on July 27, 2020.

3.1 Amended and Restated Certificate of Incorporation of BrightSphere Investment Group Inc., adopted as of July 12, 2019, incorporated herein by reference to Exhibit 3.1 to Current Report on Form 8-K12B filed on July 15, 2019.

10 unchanged sentences

4.8 Fourth 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 4.9 to Quarterly Report on Form 10-Q filed on August 9, 2019.

Description of Registrant’s Securities.

4.9 Description of Registrant’s Securities , incorporated herein by reference to Exhibit 4.9 to the Annual Report on Form 10-K filed on March 2, 2020 .

10.1 BrightSphere Investment Group Inc.

35 unchanged sentences

10.21 Revolving Credit Agreement dated as of August 20, 2019, among BrightSphere Investment Group Inc., a Delaware corporation, the lenders from time to time party thereto and Citibank N.A., as administrative agent for such lenders, incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on August 21, 2019.

10.22 Form of Restricted Stock Unit Award Agreement for Non-Employee Directors, incorporated herein by reference to Exhibit 10.6 to the Quarterly Report on Form 10-Q on May 11, 2020.

10.23 Form of Restricted Stock Unit Award Agreement for U.K.

Employees, incorporated herein by reference to Exhibit 10.7 to the Quarterly Report on Form 10-Q on May 11, 2020.

10.24 Form of Restricted Stock Unit Award Agreement for Employees, incorporated herein by reference to Exhibit 10.8 to the Quarterly Report on Form 10-Q on May 11, 2020.

10.25 Form of Option Award Agreement, incorporated herein by reference to Exhibit 10.9 to the Quarterly Report on Form 10-Q on May 11, 2020.

10.26 Option Award Agreement, effective April 21, 2020 by and between BrightSphere Investment Group Inc.

and Suren Rana, incorporated herein by reference to Exhibit 10.

10 to the Quarterly Report on Form 10-Q on May 11, 2020.

10.27 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.

10.28 Form of Restricted Stock Award Agreement for Employees, incorporated herein by reference to Exhibit 10.12 to the Quarterly Report on Form 10-Q on May 11, 2020.

10.29 Employment Agreement, dated May 8, 2020, by and between BrightSphere Inc.

and Christina Wiater, incorporated herein by reference to Exhibit 10.13 to the Quarterly Report on Form 10-Q on May 11, 2020.

10.30 Amendment No.

1, dated September 3, 2020, to the Revolving Credit Agreement dated August 20, 2019, among BrightSphere Investment Group Inc., the lenders from time to time party thereto and Citibank, N.A., as administrative agent, incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on September 4, 2020.

10.31 * Employment Agreement, dated April 15, 2020, by and between BrightSphere Inc.

and Richard Hart.

10.32 * Borrower Assignment and Assumption and Amendment Agreement, dated February 23, 2021, by and among BrightSphere Investment Group Inc., Acadian Asset Management LLC, the lenders from time to time party thereto and Citibank, N.A, as administrative agent.

21.1 * Subsidiaries of BrightSphere Investment Group Inc.

23.1 * Consent of KPMG LLP

Certification of the Company’s Chief 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.

Certification of the Company’s Chief 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.

Certification of the Company’s Chief Executive Officer pursuant to 18 U.S.C.

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.

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.

Certification of the Company’s Chief Financial Officer pursuant to 18 U.S.C.

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.

14 unchanged sentences

March 1, 2021

/s/ Guang Yang

President, Chief Executive Officer and Executive Chairman

(principal executive officer)

/s/ Suren Rana

Chief Financial Officer

(principal financial officer)

/s/ Daniel K.

Head of Finance

(principal accounting officer)

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)

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.

/s/ GUANG YANG

President, Chief Executive Officer and Executive Chairman

March 2, 2020

Signature Title Date

/s/ SUREN RANA

Suren Rana President and Chief Executive Officer March 1, 2021

/s/ JOHN PAULSON

John Paulson Chairman March 1, 2021

/s/ ROBERT J.

Lead Independent Director

March 2, 2020

/s/ MARY ELIZABETH BEAMS

Mary Elizabeth Beams

March 2, 2020

Chersi Director March 1, 2021

/s/ ANDREW KIM

March 2, 2020

/s/ REGINALD LOVE

Reginald Love

March 2, 2020

/s/ JOHN PAULSON

March 2, 2020

Andrew Kim Director March 1, 2021

/s/ BARBARA TREBBI

Barbara Trebbi

March 2, 2020

Barbara Trebbi Director March 1, 2021

Unresolved Staff Comments.

30 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures