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Item 1A. Risk Factors

2025-02-27 compared with 2024-02-28 · 86 added, 117 removed, 316 unchanged (39% of the section changed)

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Risks Related to Operations

Our overall financial results are dependent on the ability of Acadian to generate earnings.

Substantially all of our revenue generation is dependent on Acadian, 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.

As a result, our cash flows and ability to fund operations are largely dependent upon the profitability of Acadian.

Acadian is required to make certain cash distributions to us under its operating agreement.

Distributions to us from Acadian may be subject to Acadian maintaining sufficient working capital, regulatory requirements, claims of creditors of Acadian and applicable bankruptcy and insolvency laws.

Any material decrease in profits at, or material reduction in distributions from, Acadian could negatively impact our business and results of operations.

Acadian operates under ownership, governance and economic arrangements that we and Acadian negotiated either at inception or during the course of our relationship.

Periodically, this arrangement is reviewed and, in some instances, may be renegotiated and revised.

Any renegotiation that results in a reduction in our ownership interest in Acadian and/or a revision to the economic arrangements could reduce the economic benefits derived by us from Acadian.

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 systematic 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 mutual funds and private funds we advise or sub-advise, and attracting new client and investor assets.

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 systematic investment strategies can be affected by investment performance relative to other competing investment strategies or to established benchmarks.

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 mutual funds and private funds we advise or sub-advise.

If the performance or assessment of our systematic 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 in mutual funds and private funds we advise or sub-advise, the termination of us as a sub-adviser to a mutual fund and the inability to attract additional investments from existing and new clients or investors.

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 for the systematic 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.

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.

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As of December 31, 2024, $52 billion, or 45%, of our assets under management were concentrated across three investment strategies:

Acadian’s Emerging Markets Equity ($16.8 billion, or 16%), Acadian’s Global Equity ($14.1 billion, or 14%), and Acadian’s All-Country World ex-US Equity ($13.8 billion, or 13%).

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’s Emerging Markets Equity, could have a significant impact on 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.

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.

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.

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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.

In addition, we may agree to waive a non-competition agreement applicable to investment or management personnel in light of the circumstances of our relationship with that person.

Additionally, key employees have the opportunity to participate in the appreciation in the value of our business.

Award documents typically limit a recipient’s right to provide competitive services to our clients or solicit our employees for prescribed periods.

Additionally, key employees

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.

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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 employees of Acadian is at the level of Acadian and not at the holding company level, although employees of Acadian may acquire our common stock.

There may be instances where the interests of Acadian’s key employee equity-holders may not align with ours in effecting a desired outcome.

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.

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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, of the product of (a) assets under management in each account at December 31, 2023, multiplied by (b) the relevant management fee rate on that account.

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.

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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 is a U.S.

Acadian LLC is a U.S.

registered investment adviser.

Acadian 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 and the applicable U.S.

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 may also be retained by U.S.

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 and the relevant 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 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.

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.

Pursuant to the Advisers Act, investment advisory agreements between Acadian, who is a U.S.

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 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.

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.

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 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, 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.

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.

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 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.

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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 current or future Affiliates have or develop a focus on strategies that generate lower fees, a decrease in revenues may result.

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.

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The expansion of those and similar programs could, over time, make it more difficult for us to maintain our fee rates.

Investments in non-U.S.

markets, in securities of 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.

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.

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.

In general, management fees for accounts that invest in non-U.S.

equity markets, particularly emerging markets, are higher than those for accounts that invest in the domestic markets.

Since over 95% of our total assets under management as of December 31, 2023 were invested in global, international and emerging markets equities, a significant reduction in assets under management associated with such investments could have a disproportionately adverse impact on our results of operations.

If our techniques for managing risk are ineffective, we may be exposed to material unanticipated losses.

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We may be exposed to potential liability as a general partner or a controlling person.

Acadian may serve as general partner, managing member or their equivalents for investment products that are organized as partnerships or other commingled vehicles.

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 as that term is defined in various U.S.

federal and state statutes and, as such, potentially liable for the acts of Acadian or its employees.

Consequently, if under such circumstances Acadian 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.

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.

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Losses on our seed capital could adversely impact our results of operations or financial condition.

As of December 31, 2023, we had approximately $41 million committed to seed capital, which is currently invested in five products.

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.

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Any of these consequences could have a material adverse effect on our financial condition or results of operations.

We may be unable to obtain sufficient capital and liquidity to meet the financing requirements of our business.

In July 2016 we issued an aggregate of $400 million of long-term bonds, $125 million of which we redeemed in January 2022.

On August 20, 2019, we entered into a $450 million senior unsecured revolving credit facility with third party lenders.

In February 2021, we assigned this credit facility to Acadian and the available borrowings were decreased to $125 million in connection with the assignment.

Accordingly, this credit facility is no longer available to us at the holding company level for future borrowings.

Our ability to finance our operations, strategic initiatives and maturing obligations under our long-terms bonds is therefore dependent on future issuances of long-term bonds and our future operating performance.

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.

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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, hactivists, state-sponsored intrusions, industrial espionage, personnel or the personnel of third parties, and insider threats.

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.

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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.

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.

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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.

Additionally, we hold insurance policies which cover historical tax benefits relating to certain of our deferred tax assets.

The insurers of the policies are considered a significant counterparty to us.

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.

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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 requirements to which our internal operations might be subject or the manner in which existing laws might be administered or interpreted.

In addition, we cannot predict the nature, scope or effect of future regulatory

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.

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exit from the EU (“Brexit”) could adversely impact our business.

left the EU on January 31, 2020 (commonly referred to as “Brexit”).

During an 11-month transition period, the U.K.

and the EU agreed to a Trade and Cooperation Agreement which sets out the agreement for certain parts of the future relationship between the EU and the U.K.

from January 1, 2021.

The Trade and Cooperation Agreement does not provide the U.K.

with the same level of rights or access to all goods and services in the EU as the U.K.

previously maintained as a member of the EU and during the transition period.

In particular the Trade and Cooperation Agreement does not include an agreement on financial services which is yet to be agreed.

Accordingly, uncertainty remains in certain areas as to the future relationship between the U.K.

From January 1, 2021, EU laws ceased to apply in the U.K.

However, many EU laws have been assimilated into U.K.

law and these assimilated laws will continue to apply until such time that they are repealed, replaced or amended.

Depending on the terms of any future agreement between the EU and the U.K.

on financial services, substantial amendments to U.K.

law may occur.

government has enacted legislation that will repeal, replace or otherwise make substantial amendments to the EU laws that currently apply in the U.K.

It is impossible to predict the consequences of this on us and our investments.

Although one cannot predict the full effect of Brexit, it could have a significant adverse impact on the U.K., European and global macroeconomic conditions and could lead to prolonged political, legal, regulatory, tax and economic uncertainty.

This uncertainty is likely to continue to impact the global economic climate and may impact opportunities, pricing, availability and cost of bank financing, regulation, values or exit opportunities of companies or assets based, doing business, or having service or other significant relationships in, the U.K.

or the EU, including companies or assets held by us or considered by us as a prospective investment.

The future application of EU-based legislation to the investment management industry in the U.K and the EU will ultimately depend on how the U.K.

renegotiates the regulation of the provision of financial services within and to persons in the EU.

There can be no assurance that any renegotiated terms or regulations will not have an adverse impact on us and our investments, including our ability to achieve our investment objectives.

Brexit may result in significant market dislocation, heightened counterparty risk, an adverse effect on the management of market risk and, in particular, 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 may have a negative impact on our operations, financial condition, returns or prospects.

Areas where the uncertainty created by the U.K’s withdrawal from the EU is relevant include, but are not limited to, trade within Europe, foreign direct investment in Europe, the scope and functioning of European regulatory frameworks (including with respect to the regulation of alternative investment fund managers and the distribution and marketing of alternative investment funds), industrial policy pursued within European countries, immigration policy pursued within EU countries, the regulation of the provision of financial services within and to persons in Europe and trade policy within European countries and internationally.

The volatility and uncertainty caused by the withdrawal may adversely affect the value of our investments and the ability to achieve our investment objectives.

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

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Accordingly, these regulators often serve to limit our activities, including through client protection and market conduct requirements.

Acadian is subject to extensive regulation in the U.S.

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 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.

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 may also be subject to the rules and regulations adopted by the Commodity Futures Trading Commission, under the Commodity Exchange Act;

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;

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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 the regulatory environment in the U.S.

may include heightened and additional examinations and inspections by regulators and the imposition of additional reporting and disclosure obligations.

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.

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Any new laws or regulations could make compliance more difficult and expensive and affect the manner in which we conduct business.

Failure to comply with applicable laws or regulations could result in fines, suspension or revocation of Acadian’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.

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.

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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 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.

This choice of forum provision may limit our stockholders’ ability to bring a claim in a

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.

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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 time-consuming and expensive and may have other adverse impacts.

From time to time, we may have to engage in litigation to attempt to achieve the results reflected in our estimates, which may be

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.

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• public health emergencies;

ability to maximize shareholder returns or plans to engage in strategic transactions by us or others in our industry;

• 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;

4 unchanged sentences

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 as acquisitions occur and we take on more goodwill.

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.

3 unchanged sentences

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 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 to generate earnings and cash flows and distribute them to us so that we may pay dividends to our stockholders.

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.

10 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 1A. Risk Factors