What changed in this filing

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Item 1A. Risk Factors

2022-02-25 compared with 2021-02-26 · 85 added, 83 removed, 185 unchanged (48% of the section changed)

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You should carefully consider the risks described below, together with all of the other information included in this Annual Report on Form 10-K, in evaluating the Company and our common stock.

any of the risks described below actually occur, our business, revenues, profitability, results of operations, financial condition, cash flows, reputation and stock price could be materially adversely affected.

If any of the risks described below actually occur, our business, revenues, profitability, results of operations, financial condition, cash flows, reputation and stock price could be materially adversely affected.

RISKS RELATED TO OUR INDUSTRY, BUSINESS AND OPERATIONS

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Capital, equity and credit markets can experience substantial volatility.

Changes in interest rates, the availability and cost of credit, inflation rates, economic uncertainty, changes in laws, trade barriers, commodity prices, currency exchange rates and controls, and national and international political circumstances (including wars, terrorist acts, pandemics, civil unrest and security operations) and other conditions may impact the capital, equity and credit markets which may impact our assets under management.

Employment rates, economic weakness and budgetary challenges in parts of the world, the impact of the United Kingdom's withdrawal from the European Union, uncertainty regarding international trade policies, regional turmoil in the Middle East, concern over prospects in China and emerging markets, growing debt for certain countries, and uncertainty about the consequences of governments withdrawing monetary stimulus all indicate that economic and political conditions remain unpredictable.

Changes in interest rates, the availability and cost of credit, inflation rates, economic uncertainty, changes in laws, trade barriers, commodity prices, currency exchange rates and controls, national and international political circumstances (including wars, terrorist acts, pandemics, civil unrest and security operations) and other conditions may impact the capital, equity and credit markets which may impact our assets under management.

Employment rates, economic weakness and budgetary challenges in parts of the world, uncertainty regarding international trade policies, regional turmoil in the Middle East, concern over prospects in China and emerging markets, growing debt for certain countries, and uncertainty about the consequences of governments withdrawing monetary stimulus all indicate that economic and political conditions remain unpredictable.

If the security markets decline or experience volatility, our assets under management and our revenues could be negatively impacted.

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In addition, diminishing investor confidence in the markets and/or adverse market conditions could result in a decrease in investor risk tolerance.

Such a decrease could prompt investors to reduce their rate of investment or to fully withdraw from markets, which could reduce our overall assets under management and have an adverse effect on our revenues, earnings and growth prospects.

Such a decrease could prompt investors to reduce their rate of investment or to fully withdraw from markets, which could reduce our overall assets under management and have an adverse effect on our

revenues, earnings and growth prospects.

The volatility in the markets in the past has highlighted the interconnection of the global markets and demonstrated how the deteriorating financial condition of one institution may materially adversely impact the performance of other institutions.

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Funds and portfolios that we manage that are focused on certain geographic markets and industry sectors are particularly vulnerable to political, social and economic events in those markets and sectors.

If these markets or industries decline or experience volatility, this could have a negative impact on our assets under management and our revenues.

If those markets or industries decline or experience volatility, this could have a negative impact on our assets under management and our revenues.

For example, certain non-U.S.

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financial markets.

Liquidity in such markets may be adversely impacted by factors including political or economic events, government policies, expropriation, volume trading limits by foreign investors, and social or civil unrest, etc.

These factors may negatively impact the market value of an investment or our ability to dispose of it.

These factors may negatively impact the market value of a security or our ability to dispose of it.

▪ Any real or perceived negative absolute or relative performance.

Sales and redemptions of our investment strategies can be affected by investment performance relative to other competing investment strategies or to established benchmarks.

Sales and redemptions of our investment strategies can be affected by investment performance relative to established benchmarks or other competing investment strategies.

Our investment management strategies are rated, ranked or assessed by independent third-parties, distribution partners and industry periodicals and services.

These assessments often influence the investment decisions of clients.

If the performance or assessment of our investment strategies is seen as underperforming relative to peers, it could result in an increase in the withdrawal of assets by existing clients and the inability to attract additional investments from existing and new clients.

Certain of our investment strategies have capacity constraints, as there is a limit to the number of securities

available for the strategy to operate effectively.

Certain of our investment strategies have capacity constraints as there is a limit to the number of securities available for the strategy to operate effectively.

In those instances, we may choose to limit access to new or existing investors.

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Increases in interest rates from their historically low levels may adversely affect the net asset values of our assets under management.

Furthermore, increases in interest rates may result in reduced prices in equity markets.

Conversely, decreases in interest rates could lead to outflows in fixed income assets that we manage as investors seek higher yields.

We may engage in significant strategic transactions that may not achieve the expected benefits or could expose us to additional or increased risks.

We regularly review, and from time to time have discussions on and engage in, potential significant transactions, including acquisitions, consolidations, joint ventures, strategic partnerships, or similar transactions, some of which may be material.

We cannot provide assurance that we will be successful in negotiation of the required agreements, closing transactions after signing such agreements, or achieving expected financial benefits, including such things as revenue or cost synergies.

Any strategic transaction may also involve a number of other risks, including additional demands on our staff, unanticipated problems regarding integration of operating facilities, technologies and new employees, and the existence of liabilities or contingencies not disclosed to, or otherwise unknown by, us prior to closing a transaction.

We may engage in significant transactions that may not achieve the expected benefits or could expose us to additional or increased risks.

We have executed several inorganic transactions over the past years and we regularly review and evaluate potential transactions, including acquisitions, consolidations, joint ventures, strategic partnerships, or similar transactions, some of which could be significant.

In recent years, we have completed a number of acquisitions and strategic alliances that have led to a significant increase in our assets under management and expanded our offering of products and services.

We cannot provide assurance that we will continue to be successful in negotiation of the required agreements, closing transactions after signing such agreements, or achieving expected financial benefits, including such things as revenue or cost synergies.

Any transaction may also involve a number of other risks, including additional demands on our staff, unanticipated problems regarding integration of operating facilities, technologies and new employees, and the existence of liabilities or contingencies not disclosed to, or otherwise unknown by, us prior to closing a transaction.

In addition, any business we acquire may underperform relative to expectations or may lose customers or employees.

Our business, results of operations and financial condition could be negatively affected by the ongoing effects of the COVID-19 pandemic and associated global economic disruption and uncertainty.

Our results of operations are affected by certain economic factors, including the condition of the securities markets.

The global financial markets, including the capital, equity and credit markets, have been challenged in reaction to the COVID-19 pandemic and its related economic impact.

Although there are effective vaccines for COVID-19 that have been approved for use, distribution of the vaccines did not begin until late 2020, and a majority of the public will likely not have access to a vaccination until sometime in 2021.

In addition, new strains of the virus appear to have increased transmissibility, which could complicate treatment and vaccination programs.

Accordingly, the broader implications of the COVID-19 pandemic on our results of operations and overall financial performance remain uncertain and, to the extent the financial markets experience challenges, we may suffer declines in our assets under management, which will adversely affect our revenues and earnings, and the fair value of our investments.

Although we believe we have sufficient liquidity and capital resources to effectively continue operations for the foreseeable future, deterioration of worldwide credit and financial markets may limit our ability to raise capital and financing may not be available to us in sufficient amounts, on acceptable terms, or at all.

If we are unable to access sufficient capital on acceptable terms, our business could be adversely impacted.

In an effort to protect the health and safety of our employees, we implemented various measures to reduce the impact of COVID-19 across our organization, while also maintaining business continuity.

Consistent with government guidelines and mandates, these initiatives included the adoption of social distancing policies, work-at-home arrangements, and suspending employee travel.

Currently, the majority of our employees are working remotely from home in an effort to reduce the spread of the virus and maintain the health and safety of our employees.

Our business, results of operations and financial condition could be negatively affected by the effects of the ongoing COVID-19 pandemic and associated global economic disruption and uncertainty.

The onset of the COVID-19 pandemic in early 2020 resulted in a widespread global public health crisis, which had, and may continue to have, negative impacts on global financial markets, concerns for and restrictions on our personnel (including health concerns, quarantines, shelter-in-place orders and restrictions on travel), and increased privacy and cybersecurity risks.

Although the markets have generally recovered, the introduction of new, potentially more transmissible or severe variants of COVID-19 may test the efficacy of such vaccines and otherwise have resulted in, and may continue to result in, the implementation of continued restrictions across the world, including mandatory business shut-downs, travel restrictions, reduced business operations and social distancing requirements.

In addition, the pandemic continues to disrupt global supply

chains, has caused labor shortages and has contributed to broader inflationary pressures.

Accordingly, the broader implications of the pandemic on our results of operations and overall financial performance remain uncertain.

Currently, a large number of our employees are working remotely from home in an effort to reduce the spread of the virus and maintain the health and safety of our employees.

While our work from home efforts have been successful to date, operating remotely for an extended period could result in operational challenges, strain our technology resources and/or expose us to an increased number of cybersecurity threats.

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Additionally, many of the key service providers and vendors upon which we rely also have transitioned to remote work environments pursuant to business continuity plans.

While, to date, the effects of COVID-19 have not had a material negative impact on the services they provide to us, or, we believe, their business operations or service levels, to the extent that the COVID-19 virus continues to spread and affect the employee base or operations of our service providers, disruptions in or the inability to provide services to us could negatively impact our business operations.

Third-party use of a remote working environment will continue to subject both us and our third-party intermediaries, service providers and key vendors to risk of operational issues and interruptions as well as to a heightened risk of cyberattacks or other privacy or data security incidents.

While, to date, the effects of the pandemic have not had a material negative impact on the services they provide to us, or, we believe, their business operations or service levels, to the extent that the COVID-19 virus continues to spread and affect the employee base or operations of our service providers, disruptions in or the inability to provide services to us could negatively impact our business operations.

Our investment advisory agreements are subject to renegotiation or termination on short notice, which could negatively impact our business.

Our clients include our sponsored mutual fund investors, that are represented by boards of directors, managed account program sponsors, private clients and institutional clients.

Our clients include our sponsored fund investors, that are represented by boards of trustees or directors (the "boards"), managed account program sponsors, private clients and institutional clients.

Our investment management agreements with these clients may be terminated on short notice and without penalty.

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and reputational, regulatory or compliance issues.

The board of directors of our sponsored funds may deem it to be in the best interests of a fund's shareholders to make decisions adverse to us, such as reducing the compensation paid to us, requesting that we subsidize fund expenses over certain thresholds, or imposing restrictions on our management of the fund.

The boards of our sponsored funds may deem it to be in the best interests of a fund's shareholders to make decisions adverse to us, such as reducing the compensation paid to us, requesting that we subsidize fund expenses over certain thresholds, or imposing restrictions on our management of the fund.

Under the Investment Company Act, investment advisory agreements automatically terminate in the event of an assignment, which may occur if, among other events, the Company undergoes a change in control, such as any person acquiring 25% of the voting rights of our common stock.

If an assignment were to occur, we cannot be certain that the funds' board of directors and shareholders would approve a new investment advisory agreement.

If an assignment were to occur, we cannot be certain that the funds' boards and shareholders would approve a new investment advisory agreement.

In addition, investment advisory agreements for separate accounts we manage may not be assigned without the consent of the client.

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Our reputation is vulnerable to many threats that can be difficult or impossible to control, and costly or impossible to remediate even if they are without merit or satisfactorily addressed.

Our reputation may be impacted by many factors including, but not limited to, poor performance;

Our reputation may be impacted by many factors including, but not limited to:

poor performance;

conflicts of interests;

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The indebtedness we incur can take many forms including, but not limited to, term loans or revolving lines of credit that customarily contain covenants.

At December 31, 2020, the Company had $205.7 million of total debt outstanding under its credit agreement, excluding debt of consolidated investment products ("CIP"), and had no borrowings outstanding under its $100.0 million credit facility.

At December 31, 2021, the Company had $274.3 million of total debt outstanding under its credit agreement, excluding debt of consolidated investment products ("CIP"), and had no borrowings outstanding under its $175.0 million revolving credit facility.

Under our credit agreement, we are required to use a portion of our cash flow to service interest and make required annual principal payments, which will restrict our cash flow available to pursue business growth opportunities.

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If we are unable to continue to attract and retain key employees, or if compensation costs required to attract and retain key employees increase, our performance, including our competitive position, could be materially adversely affected.

Additionally, we utilize Company equity awards as part of our compensation plans and as a means for recruiting and retaining key employees.

Declines in our stock price could result in deterioration of the value of equity awards granted, thus lessening the effectiveness of using stock-based awards to retain key employees.

Additionally, we utilize equity awards as part of our compensation plans and as a means for recruiting and retaining key employees.

Declines in our stock price would result in deterioration of the value of equity awards granted, thus lessening the effectiveness of using stock-based awards to retain key employees.

In certain circumstances, the departure of key investment personnel could cause higher redemption rates in certain strategies or the loss of certain client accounts.

Any inability to retain key employees, attract qualified employees or replace key employees in a timely manner could lead to a reduction in the amount of our assets under management, which could have a material adverse effect on our revenues and profitability.

Any inability to retain key employees, attract qualified employees or replace key employees in a timely manner could lead to a reduction in the amount of our assets under management, which would have a material adverse effect on our revenues and profitability.

In addition, there could be additional costs to replace, retain or attract new talent that could result in a decrease in our profitability and have an adverse impact on our results of operations and financial condition.

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We face significant competition from a wide variety of financial institutions, including other investment management companies, as well as from proprietary products offered by our distribution partners such as banks, broker-dealers and financial planning firms.

Competition in our businesses is based on several factors, including investment performance, fees charged, access to distribution channels and service to financial advisers.

Competition in our businesses is based on several factors, including investment performance, fees charged, access to distribution channels and service to financial advisors.

Our competitors, many of which are larger than we are, often offer similar products, use the same distribution sources, offer less expensive products, maintain greater access to key distribution channels, and have greater resources, geographic footprints and name recognition than we do.

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Problems stemming from the business activities of these unaffiliated firms may negatively impact or disrupt their operations or expose them to disciplinary action or reputational harm.

Furthermore, any such matters at these unaffiliated firms may have an adverse impact on our business or reputation or expose us to regulatory scrutiny, including with respect to our oversight of such firms.

Furthermore, any such

matters at these unaffiliated firms may have an adverse impact on our business or reputation or expose us to regulatory scrutiny, including with respect to our oversight of such firms.

We periodically negotiate provisions and renewals of these relationships, and we cannot provide assurance that such terms will remain acceptable to us or the unaffiliated firms.

These relationships can also be terminated upon short notice without penalty.

In addition, the departure of key employees at unaffiliated subadvisers firms could cause higher redemption rates for certain assets under management and/or the loss of certain client accounts.

An interruption or termination of unaffiliated firm relationships could affect our ability to market our products and result in a reduction in assets under management, which could have an adverse impact on our results of operations and financial condition.

In addition, the departure of key employees at unaffiliated subadviser firms could cause higher redemption rates for certain assets under management and/or the loss of certain client accounts.

An interruption or termination of unaffiliated firm relationships could affect our ability to market our products and result in a reduction in assets under management, which would have an adverse impact on our results of operations and financial condition.

We distribute our products through intermediaries and changes in key distribution relationships could reduce our revenues, increase our costs and adversely affect our profitability.

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national, regional and independent broker-dealers and financial advisors;

financial planners;

banks and financial planners;

and registered investment advisers.

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Our technology systems, and those of third-party service providers, are critical to our operations.

The ability to consistently and reliably obtain accurate securities pricing information, process client portfolio and fund shareholder transactions, and provide reports and other customer service to fund shareholders and clients in other accounts managed by us is an essential part of our business.

The ability to consistently and reliably obtain accurate securities pricing information, process client portfolio and fund shareholder transactions, and provide reports and other customer service to fund shareholders and clients in accounts managed by us is an essential part of our business.

Any delays or inaccuracies in obtaining pricing information, processing such transactions or reports, other breaches and errors, and any inadequacies in other customer service could result in reimbursement obligations or other liabilities or alienate customers and potentially give rise to claims against us.

Our customer service capability, as well as our ability to obtain prompt and accurate securities pricing information and to process transactions and reports, is highly dependent on third-party service providers' information systems.

Our business is highly dependent on third-party service providers' information systems, including for our ability to obtain prompt and accurate securities pricing information and to process transactions and reports.

Any failure or interruption of those systems, whether resulting from technology or infrastructure breakdowns, defects or external causes such as fire, natural disaster, computer viruses, acts of terrorism or power disruptions, could result in financial loss, negatively impact our reputation and negatively affect our ability to do business.

Although we, and our third-party service providers, have disaster recovery plans in place, we may nonetheless experience interruptions if a natural or man-made disaster or prolonged power outage were to occur, which could have an adverse impact on our results of operations and financial condition.

In addition, like other companies, our computer systems are regularly subject to, and expected to continue to be the target of, computer viruses or other malicious codes, unauthorized access, cyber-attacks or other computer-related penetrations.

The sophistication of cyber threats continues to increase, and any controls we put in place and preventative actions we take to reduce the risk of cyber incidents and protect our information systems may be insufficient to detect or prevent unauthorized access, cyber-attacks or other security breaches to our computer systems or those of third parties with whom we do business.

A breach of our technology systems, or of those of third parties with whom we do business, through cyber-attacks or failure to manage and secure our technology environment could result in interruptions or malfunctions in the operations of our business, loss of valuable information, liability for stolen assets or information, remediation costs to repair damage caused by a breach or to recover access to our systems, additional costs to mitigate against future incidents, and litigation costs resulting from an incident.

In addition, like many companies, our computer systems are regularly, and expected to continue to be, the target of computer viruses or other malicious codes, unauthorized access, cyber-attacks or other computer-related penetrations.

The sophistication of cyber threats continues to increase (including through the use of "ransomware" and phishing attacks), and any controls we put in place and preventative actions we take to reduce the risk of cyber incidents and protect our information systems may be insufficient to detect or prevent unauthorized access, cyber-attacks or other security breaches to our computer systems or those of third parties with whom we do business.

Our or our third-party service providers' systems may also be affected by, or fail as a result of, catastrophic events, such as fires, floods, hurricanes and tornadoes.

A breach of our technology systems, or of those of third parties with whom we do business, through cyber-attacks or failure to manage and sufficiently secure our technology environment could result in interruptions or malfunctions in the operations of our business, loss of valuable information, liability for stolen assets or information, remediation costs to repair damage caused by a breach or to recover access to our systems, additional costs to mitigate against future incidents, and litigation costs resulting from an incident.

We and certain of our third-party vendors receive and store personal information as well as non-public business information.

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A breach of the systems or hardware could result in unauthorized access to our proprietary business or client data or release of this type of data, which could subject us to legal liability or regulatory action under data protection and privacy laws, which may result in fines or penalties, the termination of existing client contracts, costly mitigation activities and harm to our reputation.

The occurrence of any of these risk could have an adverse impact on our results of operations and financial condition.

The occurrence of any of these risks could have an adverse impact on our results of operations and

financial condition.

We have significant Company assets invested in marketable securities, which exposes us to earnings volatility as the value of these investments fluctuate, as well as risk of capital loss.

We use capital to incubate new investment strategies and make investments to introduce new products or enhance distribution access of existing products.

We use capital to incubate new investment strategies, introduce new products or to enhance distribution access of existing products.

At December 31, 2021, the Company had $144.7 million of such investments, comprising $70.1 million of marketable securities and $74.6 million of net interests in CIP.

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We cannot provide assurance that these investments will perform as expected.

Moreover, increases or decreases in the value of these investments

will increase the volatility of our earnings, and an other than temporary or permanent decline in the value of these investments would result in the loss of capital and have an adverse impact on our results of operations and financial condition.

Moreover, increases or decreases in the value of these investments will increase the volatility of our earnings, and an other than temporary or permanent decline in the value of these investments would result in the loss of capital and have an adverse impact on our results of operations and financial condition.

We may need to obtain additional capital in the future that may not be available to us in sufficient amounts or on acceptable terms, which could have an adverse impact on our business.

Our ability to meet our future cash needs is dependent upon our ability to generate cash.

Our ability to meet our future cash needs is dependent upon our ability to generate or have short-term access to cash.

Although we have generated sufficient cash in the past, we may not do so in the future.

The Company also had $100.0 million of unused capacity under our credit facility.

Also at December 31, 2020, we had $205.7 million in debt outstanding, excluding the notes payable of our CIP for which risk of loss to the Company is limited to our $65.3 million investment in such products.

See Note 19 of our consolidated financial statements for additional information on the notes payable of the CIP.

The Company had unused capacity under its revolving credit facility of $175.0 million as of December 31, 2021.

Our ability to access capital markets efficiently depends on a number of factors, including the state of credit and equity markets, interest rates and credit spreads.

At December 31, 2021, we had $274.3 million in debt outstanding, excluding the notes payable of our CIP for which risk of loss to the Company is limited to our $76.2 million investment in such products.

See Note 20 of our consolidated financial statements for additional information on the notes payable of the CIP.

We may need to raise capital to fund new business initiatives in the future, and financing may not be available to us in sufficient amounts, on acceptable terms, or at all.

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We are also regulated by FINRA, the Department of Labor under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), as well as other federal and state laws and regulations.

Further, new regulations or interpretations of existing laws may result in enhanced disclosure obligations, including with respect to climate change or other environmental, social and governance (commonly referred to as ESG) matters, which could negatively affect us or materially increase our regulatory burden.

Increased regulations generally increase our costs, and we could continue to experience higher costs if new laws require us to spend more time, hire additional personnel, or purchase new technology to comply effectively.

Although we spend extensive time and resources to ensure compliance with all applicable laws and regulations, if we fail to properly modify and update our compliance procedures in a timely manner in this changing and highly complex regulatory environment, we may be subject to various legal proceedings, including civil litigation, governmental investigations and enforcement actions that could result in fines, penalties, suspensions of individual employees, or limitations on particular business activities, any of which could have an adverse impact on our results of operations and financial condition.

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The agreements under which we manage client assets often have established investment guidelines or other contractual requirements with which we are required to comply in providing our investment management services.

Although we maintain various compliance procedures and other controls to prevent, detect and correct such errors, any failure or allegation of a failure to comply with these guidelines or other requirement could result in client claims, reputational damage, withdrawal of assets and potential regulatory sanctions, any of which could have an adverse impact on our results of operations and financial condition.

We could be subject to civil litigation and government investigations or proceedings, which could adversely affect our business.

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We and/or our funds are also involved from time to time in governmental and self-regulatory organization investigations and proceedings.

"Legal Proceedings" for further description of the Company's litigation matters.

"Legal Proceedings" for further information.

Any lawsuits, investigations or proceedings could result in reputational damage, loss of clients and assets, settlements, awards, injunctions, fines, penalties, increased costs and expenses in resolving a claim, diversion of employee resources and resultant financial losses.

Predicting the outcome of such matters is inherently difficult, particularly where claims are brought on behalf of various classes of claimants or by a large number of claimants, when claimants seek substantial or unspecified damages, or when investigations or legal proceedings are at an early stage.

A substantial judgment, settlement, fine or penalty

could be material to our operating results or cash flows for a particular period, depending on our results for that period, or could cause us significant reputational harm, which could harm our business prospects.

A substantial judgment, settlement, fine or penalty could be material to our operating results or cash flows for a particular period, depending on our results for that period, or could cause us significant reputational harm, which could harm our business prospects.

We depend to a large extent on our business relationships and our reputation to attract and retain clients.

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Our insurance may not cover all liabilities and losses to which we may be exposed.

Certain insurance coverage may not be available or may be prohibitively expensive in

future periods.

Certain insurance coverage may not be available or may be prohibitively expensive in future periods.

As our insurance policies come up for renewal, we may need to assume higher deductibles or pay higher premiums, which could have an adverse impact on our results of operations and financial condition.

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Our business and our forward-looking statements involve substantial known and unknown risks and uncertainties, including those discussed under "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in this Annual Report on Form 10-K, resulting from:

(i) a reduction in our assets under management;

(ii) inability to achieve expected acquisition-related benefits;

and other risks and uncertainties;

(iii) the on-going effects of the COVID-19 pandemic and associated global economic disruptions;

(iv) withdrawal, renegotiation or termination of investment advisory agreements;

(v) damage to our reputation;

(vi) inability to satisfy financial covenants or make debt payments;

(vii) inability to attract and retain key personnel;

(viii) challenges from competition;

(ix) adverse developments related to unaffiliated subadvisers;

(x) negative implications of changes in key distribution relationships;

(xi) interruptions in or failure to provide critical technological service by us or third parties;

(xii) losses on our investments;

(xiii) lack of sufficient capital on satisfactory terms;

(xiv) adverse regulatory and legal developments;

(xv) failure to comply with investment guidelines or other contractual requirements;

(xvi) adverse civil litigation and government investigations or proceedings;

(xvii) unfavorable changes in tax laws or limitations;

(xviii) volatility in the trading of our common stock;

(xix) inability to make quarterly common stock dividend payments;

(xx) losses or costs not covered by insurance;

(xxi) impairment of goodwill or intangible assets;

(i) any reduction in our assets under management;

(ii) general domestic and global economic, political, and pandemic conditions;

(iii) inability to achieve the expected benefits of our strategic transactions;

(iv) the effects of the on-going COVID-19 pandemic and associated global economic disruptions;

(v) withdrawal, renegotiation or termination of investment advisory agreements;

(vi) damage to our reputation;

(vii) inability to satisfy financial covenants and payments related to our indebtedness;

(viii) inability to attract and retain key personnel;

(ix) challenges from the competition we face in our business;

(x) adverse developments related to unaffiliated subadvisers;

(xi) negative changes in key distribution relationships;

(xii) interruptions in or failure to provide critical technological service by us or third parties;

(xiii) loss on our investments;

(xiv) lack of sufficient capital on satisfactory terms;

(xv) adverse regulatory and legal developments;

(xvi) failure to comply with investment guidelines or other contractual requirements;

(xvii) adverse civil

litigation and government investigations or proceedings;

(xviii) unfavorable changes in tax laws or limitations;

(xix) volatility associated with our common stock;

(xx) inability to make quarterly common stock dividends;

(xxi) certain corporate governance provisions in our charter and bylaws;

(xxii) losses or costs not covered by insurance;

and (xxiii) impairment of goodwill or intangible assets;

and other risks and uncertainties.

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We lease our principal offices, which are located at One Financial Plaza, Hartford, CT 06103.

In addition, we lease office space in California, Connecticut, Florida, Georgia, Illinois, New Jersey and New York.

In addition, we lease office space in California, Connecticut, Florida, Georgia, Illinois, New Jersey, New York and Texas.

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