UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)



x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~June 30, ~~2017~~2019



¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-35355

_____________________________________________________________

MANNING & NAPIER, INC.

(Exact name of registrant as specified in its charter)



Delaware		45-2609100
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

290 Woodcliff Drive Fairport, New York		14450
(Address of principal executive offices)		(Zip Code)

(585) 325-6880

Registrant’s telephone number, including area ~~code:~~

~~(585) 325-6880~~code

_____________________________________________________________

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, $0.01 par value per share	MN	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act:



Large accelerated filer	¨	Accelerated filer	x ¨

Non-accelerated filer	¨ ~~(Do not check if a smaller reporting company)~~ x	Smaller reporting company	¨x

		Emerging growth company	¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.



Class		Outstanding at ~~November 3, 2017~~August 6, 2019
Class A common stock, $0.01 par value per share		~~15,039,347~~
~~Class B common stock, $0.01 par value per share~~		~~1,000~~15,620,595

TABLE OF CONTENTS



		Page
Part I	Financial Information
Item 1.	Financial Statements (unaudited)
	Consolidated Statements of Financial Condition as of ~~September~~June 30, ~~2017~~2019 and December 31, ~~2016~~2018	1
	Consolidated Statements of Operations for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019 and ~~2016~~2018	2
	Consolidated Statements of Comprehensive Income for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019 and ~~2016~~2018	3
	Consolidated Statements of Shareholders’ Equity for the ~~nine~~three and six months ended ~~September~~June 30, ~~2017~~2019 and ~~2016~~2018	4
	Consolidated Statements of Cash Flows for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019 and ~~2016~~2018	56
	Notes to Consolidated Financial Statements	67
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1925
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3848
Item 4.	Controls and Procedures	3948

Part II	Other Information
Item 1A.	Risk Factors	4049
Item 6.	Exhibits	4049

	In this Quarterly Report on Form 10-Q, “we”, “our”, “us”, the “Company”, “Manning & Napier” and the “Registrant” refers to Manning & Napier, Inc. and, unless the context otherwise requires, its consolidated direct and indirect subsidiaries and predecessors.

Table of Contents

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

Manning & Napier, Inc.

Consolidated Statements of Financial Condition

(InU.S. dollars in thousands, except share data)


	September 30, 2017			December 31, 2016			June 30, 2019			December 31, 2018
	(unaudited)						(unaudited)
Assets
Cash and cash equivalents	$	103,322		$	100,819		$	57,169		$	59,586
Accounts receivable	11,041			15,434			12,231			11,447
Accounts receivable—affiliated mutual funds	6,213			6,761
Investment securities	38,322			36,475			89,619			91,190
Investment securities - consolidated funds	—			995
Prepaid expenses and other assets	2,977			4,883			5,849			5,221
Current assets, held for sale							237			—
Total current assets	161,875			165,367			165,105			167,444
Property and equipment, net	5,536			5,680			5,961			5,649
Operating lease right-of-use assets							20,067			—
Net deferred tax assets, non-current	39,563			41,905			20,460			20,795
Goodwill	4,829			4,829			4,829			4,829
Other long-term assets	2,784			2,818			4,138			3,842
Total assets	$	214,587		$	220,599		$	220,560		$	202,559

Liabilities
Accounts payable	$	1,915		$	2,053		$	1,712		$	1,845
Accrued expenses and other liabilities	25,609			35,115			21,863			25,126
Deferred revenue	10,326			10,210			10,503			9,305
Current liabilities, held for sale							48			—
Total current liabilities	37,850			47,378			34,126			36,276
Operating lease liabilities, non-current							19,939			—
Amounts payable under tax receivable agreement, non-current							17,154			17,349
Other long-term liabilities	3,352			4,034			611			2,691
Amounts payable under tax receivable agreement, non-current	32,244			34,709
Total liabilities	73,446			86,121			71,830			56,316
Commitments and contingencies (Note 8)
Commitments and contingencies (Note 9)
Shareholders’ equity
Class A common stock, $0.01 par value; 300,000,000 shares authorized; 15,039,347 and 14,982,880 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively	150			150
Class B common stock, $0.01 par value; 2,000 shares authorized, 1,000 shares issued and outstanding at September 30, 2017 and December 31, 2016	—			—
Class A common stock, $0.01 par value; 300,000,000 shares authorized; and 15,620,595 and 15,310,958 shares issued and outstanding at June 30, 2019 and December 31, 2018, respectively							156			153
Additional paid-in capital	198,536			200,158			198,304			198,604
Retained deficit	(35,706		)	(37,383		)	(38,372		)	(38,865		)
Accumulated other comprehensive income (loss)	(30		)	(13		)
Accumulated other comprehensive income							(34		)	(77		)
Total shareholders’ equity	162,950			162,912			160,054			159,815
Noncontrolling interests	(21,809		)	(28,434		)	(11,324		)	(13,572		)
Total shareholders’ equity and noncontrolling interests	141,141			134,478			148,730			146,243
Total liabilities, shareholders’ equity and noncontrolling interests	$	214,587		$	220,599		$	220,560		$	202,559

The accompanying notes are an integral part of these consolidated financial statements.

Manning & Napier, Inc.

Consolidated Statements of Operations

(InU.S. dollars in thousands, except share data)

(Unaudited)


	Three months ended September 30,						Nine months ended September 30,						Three months ended June 30,						Six months ended June 30,
	2017			2016			2017			2016			2019			2018			2019			2018
Revenues
Investment management services revenue	$	48,838		$	63,305		$	155,859		$	189,852
Management Fees
Separately managed accounts													$	21,738		$	24,483		$	43,213		$	49,838
Mutual funds and collective investment trusts													7,403			11,030			15,631			22,010
Distribution and shareholder servicing													2,566			3,033			5,190			6,211
Custodial services													1,750			1,895			3,495			3,817
Other revenue													837			679			1,562			1,468
Total revenue													34,294			41,120			69,091			83,344
Expenses
Compensation and related costs	22,287			24,627			67,901			70,973			20,161			21,689			41,609			45,462
Distribution, servicing and custody expenses	6,920			8,798			21,415			26,590			3,019			4,502			6,777			9,283
Other operating costs	7,887			8,188			23,099			24,854			8,639			8,579			16,946			15,033
Total operating expenses	37,094			41,613			112,415			122,417			31,819			34,770			65,332			69,778
Operating income	11,744			21,692			43,444			67,435			2,475			6,350			3,759			13,566
Non-operating income (loss)
Interest expense	(22		)	(127		)	(34		)	(339		)	(10		)	(21		)	(13		)	(30		)
Interest and dividend income	191			141			609			457			837			374			1,646			876
Change in liability under tax receivable agreement	(33		)	(76		)	(33		)	(94		)	—			—			195			291
Net gains (losses) on investments	711			(80		)	2,293			1,192			248			(21		)	1,122			(270		)
Total non-operating income (loss)	847			(142		)	2,835			1,216
Total non-operating income													1,075			332			2,950			867
Income before provision for income taxes	12,591			21,550			46,279			68,651			3,550			6,682			6,709			14,433
Provision for income taxes	739			1,565			3,324			4,784			331			492			573			970
Net income attributable to controlling and noncontrolling interests	11,852			19,985			42,955			63,867			3,219			6,190			6,136			13,463
Less: net income attributable to noncontrolling interests	10,331			17,727			37,852			56,586			2,805			5,424			5,161			11,483
Net income attributable to Manning & Napier, Inc.	$	1,521		$	2,258		$	5,103		$	7,281		$	414		$	766		$	975		$	1,980

Net income per share available to Class A common stock
Basic	$	0.10		$	0.15		$	0.35		$	0.49		$	0.03		$	0.05		$	0.07		$	0.13
Diluted	$	0.10		$	0.15		$	0.35		$	0.48		$	0.03		$	0.05		$	0.06		$	0.13
Weighted average shares of Class A common stock outstanding
Basic	14,249,347			14,042,880			14,135,288			13,916,721			15,267,762			14,691,928			15,098,454			14,503,784
Diluted	78,210,019			14,175,321			14,241,642			14,173,283			15,613,939			14,709,403			78,317,986			14,530,398
Cash dividends declared per share of Class A common stock	$	0.08		$	0.16		$	0.24		$	0.48

The accompanying notes are an integral part of these consolidated financial statements.

Manning & Napier, Inc.

Consolidated Statements of Comprehensive Income

(InU.S. dollars in thousands)

(Unaudited)


	Three months ended September 30,					Nine months ended September 30,					Three months ended June 30,				Six months ended June 30,
	2017			2016		2017			2016		2019		2018		2019			2018
Net income attributable to controlling and noncontrolling interests	$	11,852		$	19,985	$	42,955		$	63,867	$	3,219	$	6,190	$	6,136		$	13,463
Net unrealized holding gain (loss) on investment securities, net of tax	(2		)	1		(17		)	7
Net unrealized holding gains (losses) on investment securities, net of tax											116		—		232			(147		)
Reclassification adjustment for realized (gains) losses on investment securities included in net income											8		—		(6		)	—
Comprehensive income	$	11,850		$	19,986	$	42,938		$	63,874	$	3,343	$	6,190	$	6,362		$	13,316
Less: Comprehensive income attributable to noncontrolling interests	10,329			17,728		37,835			56,593		2,907		5,424		5,344			11,363
Comprehensive income attributable to Manning & Napier, Inc.	$	1,521		$	2,258	$	5,103		$	7,281	$	436	$	766	$	1,018		$	1,953

The accompanying notes are an integral part of these consolidated financial statements.

Manning & Napier, Inc.

Consolidated Statements of Shareholders’ Equity

(InU.S. dollars in thousands, except share data)

(Unaudited)


	Common Stock – class A			Common Stock – class B			Additional Paid in Capital				Retained Deficit				Accumulated Other Comprehensive Income (Loss)				Non Controlling Interests
	Shares	Amount		Shares	Amount						Retained Deficit			Total				Common Stock – Class A						Additional Paid in Capital				Retained Deficit			Accumulated Other Comprehensive Income (Loss)				Non Controlling Interests
Balance—December 31, 2015	14,755,130	$	148	1,000	$	—	Additional Paid in Capital			$	205,760			$	Accumulated Other Comprehensive Income (Loss)		(37,149	)	Non Controlling Interests			$	(3	Additional Paid in Capital			)	Retained Deficit			Accumulated Other Comprehensive Income (Loss)			$	Non Controlling Interests			(33,976	)		$	134,780
Net income	—	—		—	—		—				7,281				—				56,586			63,867
Distributions to noncontrolling interests	—	—		—	—		—				—				—				(34,153		)	(34,153		)
Net changes in unrealized investment securities gains or losses	—	—		—	—		—				—				7				—			7
Common stock issued under equity compensation plan	277,750	2		—	—		(2		)		—				—				—			—
Shares withheld to satisfy tax withholding requirements related to restricted stock units granted	—	—		—	—		(162		)		—				—				(791		)	(953		)
Equity-based compensation	—	—		—	—		433				—				—				2,102			2,535
Dividends declared on Class A common stock - $0.48 per share	—	—		—	—		—				(7,159		)		—				—			(7,159		)
Impact of changes in ownership of Manning & Napier Group, LLC	—	—		—	—		(2,144		)		—				—				(13,991		)	(16,135		)
Balance—September 30, 2016	15,032,880	$	150	1,000	$	—	$	203,885			$	(37,027	)		$	4			$	(24,223	)	$	142,789
																									Shares			Amount			Additional Paid in Capital				Retained Deficit				Accumulated Other Comprehensive Income (Loss)				Non Controlling Interests				Total
Balance—December 31, 2016	14,982,880	$	150	1,000	$	—	$	200,158			$	(37,383	)		$	(13	)		$	(28,434	)	$	134,478																Accumulated Other Comprehensive Income (Loss)				Non Controlling Interests
Three months ended June 30, 2019																															Additional Paid in Capital
Balance—March 31, 2019																									15,684,573			$	157		$	198,811			Retained Deficit		$	(38,516	)		$	(56	)		$	(11,488	)		$	148,908
Net income	—	—		—	—		—				5,103				—				37,852			42,955			—			—			—				414				—				2,805				3,219
Distributions to noncontrolling interests	—	—		—	—		—				—				—				(24,490		)	(24,490		)	—			—			—				—				—				(798		)		(798		)
Net changes in unrealized investment securities gains or losses	—	—		—	—		—				—				(17		)		—			(17		)	—			—			—				—				22				94				116
Common stock issued under equity compensation plan, net of forfeitures	56,467	—		—	—		—				—				—				—			—			(63,978	)		(1		)	1				—				—				—				—
Shares withheld to satisfy tax withholding requirements related to restricted stock units vested	—	—		—	—		(48		)		—				—				(224		)	(272		)
Shares withheld to satisfy tax withholding requirements related to equity awards vested																									—			—			(15		)		—				—				(63		)		(78		)
Equity-based compensation	—	—		—	—		304				—				—				1,412			1,716			—			—			130				—				—				555				685
Dividends declared on Class A common stock - $0.24 per share	—	—		—	—		—				(3,426		)		—				—			(3,426		)
Dividends declared on Class A common stock - $0.02 per share																									—			—			—				(270		)		—				—				(270		)
Impact of changes in ownership of Manning & Napier Group, LLC (Note 4)	—	—		—	—		(1,878		)		—				—				(7,925		)	(9,803		)	—			—			(623		)		—				—				(2,429		)		(3,052		)
Balance—September 30, 2017	15,039,347	$	150	1,000	$	—	$	198,536			$	(35,706	)		$	(30	)		$	(21,809	)	$	141,141
Balance—June 30, 2019																									15,620,595			$	156		$	198,304			$	(38,372	)		$	(34	)		$	(11,324	)		$	148,730

Six months ended June 30, 2019
Balance—December 31, 2018																									15,310,958			$	153		$	198,604			$	(38,865	)		$	(77	)		$	(13,572	)		$	146,243
Net income																									—			—			—				975				—				5,161				6,136
Distributions to noncontrolling interests																									—			—			—				—				—				(2,419		)		(2,419		)
Net changes in unrealized investment securities gains or losses																									—			—			—				—				43				189				232
Common stock issued under equity compensation plan, net of forfeitures																									309,637			3			(3		)		—				—				—				—
Shares withheld to satisfy tax withholding requirements related to equity awards vested																									—			—			(15		)		—				—				(63		)		(78		)
Equity-based compensation																									—			—			402				—				—				1,748				2,150
Dividends declared on Class A common stock - $0.04 per share																									—			—			—				(558		)		—				—				(558		)
Cumulative effect of change in accounting principle, net of taxes (Note 8)																									—			—			—				76				—				—				76
Impact of changes in ownership of Manning & Napier Group, LLC (Note 4)																									—			—			(684		)		—				—				(2,368		)		(3,052		)
Balance—June 30, 2019																									15,620,595			$	156		$	198,304			$	(38,372	)		$	(34	)		$	(11,324	)		$	148,730




	Common Stock – Class A			Additional Paid in Capital				Retained Deficit			Accumulated Other Comprehensive Income (Loss)			Non Controlling Interests
	Shares	Amount		Additional Paid in Capital				Retained Deficit			Accumulated Other Comprehensive Income (Loss)			Non Controlling Interests			Total
Three months ended June 30, 2018
Balance—March 31, 2018	15,263,565	$	153	$	198,407			$	(38,165	)	$	(113	)	$	(20,200	)	$	140,082
Net income	—	—		—				766			—			5,424			6,190
Distributions to noncontrolling interests	—	—		—				—			—			(3,273		)	(3,273		)
Common stock issued under equity compensation plan, net of forfeitures	69,476	—		—				—			—			—			—
Equity-based compensation	—	—		89				—			—			397			486
Dividends declared on Class A common stock - $0.08 per share	—	—		—				(1,227		)	—			—			(1,227		)
Cumulative effect of change in accounting principle, net of taxes	—	—		—				—			—			—			—
Impact of changes in ownership of Manning & Napier Group, LLC	—	—		(8		)		—			—			8			—
Balance—June 30, 2018	15,333,041	$	153	$	198,488			$	(38,626	)	$	(113	)	$	(17,644	)	$	142,258

Six months ended June 30, 2018							��
Balance—December 31, 2017	15,039,347	$	150	$	198,641			$	(38,424	)	$	(86	)	$	(21,921	)	$	138,360
Net income	—	—		—				1,980			—			11,483			13,463
Distributions to noncontrolling interests	—	—		—				—			—			(8,181		)	(8,181		)
Net changes in unrealized investment securities gains or losses	—	—		—				—			(27		)	(120		)	(147		)
Common stock issued under equity compensation plan, net of forfeitures	293,694	3		(3		)		—			—			—			—
Equity-based compensation	—	—		297				—			—			1,342			1,639
Dividends declared on Class A common stock - $0.16 per share	—	—		—				(2,448		)	—			—			(2,448		)
Cumulative effect of change in accounting principle, net of taxes	—	—		—				266			—			1,224			1,490
Impact of changes in ownership of Manning & Napier Group, LLC	—	—		(447		)		—			—			(1,471		)	(1,918		)
Balance—June 30, 2018	15,333,041	$	153	$	198,488			$	(38,626	)	$	(113	)	$	(17,644	)	$	142,258

The accompanying notes are an integral part of these consolidated financial statements.

Manning & Napier, Inc.

Consolidated Statements of Cash Flows

(InU.S. dollars in thousands)

(Unaudited)


	Nine months ended September 30,						Six months ended June 30,
	2017			2016			2019			2018
Cash flows from operating activities:
Net income attributable to controlling and noncontrolling interests	$	42,955		$	63,867		$	6,136		$	13,463
Adjustment to reconcile net income to net cash provided by operating activities:
Equity-based compensation	1,716			2,535			2,150			1,639
Depreciation and amortization	1,328			1,952			796			957
Change in amounts payable under tax receivable agreement	33			94			(195		)	(291		)
Change in contingent consideration liability	—			(500		)
Gain on sale of intangible assets							(116		)	(2,509		)
Net (gains) losses on investment securities	(2,293		)	(1,192		)	(1,122		)	270
Deferred income taxes	2,342			2,212			410			721
Amortization of debt issuance costs	—			117
(Increase) decrease in operating assets and increase (decrease) in operating liabilities:
Accounts receivable	4,073			2,011			(788		)	2,474
Accounts receivable—affiliated mutual funds	548			1,862
Due from broker - consolidated funds	—			3,795
Prepaid expenses and other assets	1,907			1,238			(645		)	197
Long-term assets							1,211			(617		)
Accounts payable	(138		)	(349		)	(121		)	755
Accrued expenses and other liabilities	(10,599		)	(12,196		)	(5,535		)	(6,714		)
Deferred revenue	116			(68		)	1,198			(327		)
Other long-term liabilities	(671		)	(8		)
Long-term liabilities							(1,327		)	(348		)
Net cash provided by operating activities	41,317			65,370			2,052			9,670
Cash flows from investing activities:
Purchase of property and equipment	(1,057		)	(240		)	(1,084		)	(1,265		)
Sale of investments	12,871			9,033			4,734			1,615
Purchase of investments	(38,510		)	(4,229		)	(55,863		)	(25,967		)
Due from broker	—			4,022
Sale of intangible assets							116			2,509
Proceeds from maturity of investments	27,063			—			54,054			24,963
Acquisitions, net of cash received	320			(9,321		)
Net cash provided by (used in) investing activities	687			(735		)
Net cash provided by investing activities							1,957			1,855
Cash flows from financing activities:
Distributions to noncontrolling interests	(24,490		)	(34,153		)	(2,419		)	(8,181		)
Dividends paid on Class A common stock	(4,802		)	(7,123		)	(620		)	(2,424		)
Payment of shares withheld to satisfy withholding requirements	(272		)	(953		)	(78		)	—
Payment of capital lease obligations	(134		)	(154		)	(61		)	(66		)
Purchase of Class A units of Manning & Napier Group, LLC	(9,803		)	(16,135		)	(3,052		)	(1,918		)
Net cash used in financing activities	(39,501		)	(58,518		)	(6,230		)	(12,589		)
Net increase (decrease) in cash and cash equivalents	2,503			6,117
Net decrease in cash and cash equivalents, including cash classified within current assets held for sale (Note 2)							(2,221		)	(1,064		)
Less: increase in cash classified within current assets held for sale							196			—
Net decrease in cash and cash equivalents							(2,417		)	(1,064		)
Cash and cash equivalents:
Beginning of period	100,819			117,591			59,586			78,262
End of period	$	103,322		$	123,708		$	57,169		$	77,198

The accompanying notes are an integral part of these consolidated financial statements.

Manning & Napier, Inc.

Notes to Consolidated Financial Statements

Note 1—Organization and Nature of the Business

Manning & Napier, Inc. ("Manning & Napier", or the "Company") provides a broad range of investment solutions through separately managed accounts, mutual funds, and collective investment ~~trusts,~~trust funds, as well as a variety of consultative services that complement its investment process. Founded in 1970, the Company offers ~~U.S. and non-U.S.~~ equity, fixed income and alternative strategies, as well as a range of blended asset portfolios, ~~such as~~including life cycle ~~funds and actively-managed exchange-traded fund ("ETF")-based portfolios.~~funds. Headquartered in Fairport, New York, the Company serves a diversified client base of ~~high net worth~~high-net-worth individuals and institutions, including 401(k) plans, pension plans, Taft-Hartley plans, platforms, endowments and foundations.

The Company was incorporated in 2011 as a Delaware corporation, and is the sole managing member of Manning & Napier Group, LLC and its subsidiaries ("(“Manning & Napier ~~Group"~~Group”), a holding company for the investment management businesses conducted by its operating subsidiaries. The diagram below depicts the Company's ~~organization~~organizational structure as of ~~September~~June 30, ~~2017~~.2019.


(1)	The consolidated operating subsidiaries of Manning & Napier Group include Manning & Napier Advisors, LLC ("MNA"), ~~Manning & Napier Alternative Opportunities, LLC,~~ Perspective Partners LLC, Manning & Napier Information Services, ~~LLC, Manning & Napier Benefits,~~ LLC, Manning & Napier Investor Services, Inc., Exeter Trust Company and Rainier Investment Management, ~~LLC.~~


~~(2)~~	On November 17, 2017, all outstanding shares of the Company's Class B common stock will be automatically, without any further action on the Company's part or the holder of the shares of the Company's Class B common stock, canceled and will revert to the status of authorized but unissued shares of Class B common stock.LLC ("Rainier").

Note 2—Summary of Significant Accounting Policies

Critical Accounting Policies

~~There have been no significant changes in our~~The Company's critical accounting policies and estimates ~~from those that were~~are disclosed in ~~our~~its Annual Report on Form 10-K for the year ended December 31, ~~2016~~.

~~Manning & Napier, Inc.~~

~~Notes to Consolidated Financial Statements (Continued)~~

2018. The Company believes that the disclosures herein are adequate so that the information presented is not misleading; however, these financial statements should be read in conjunction with the financial statements and the notes thereto in ~~our~~the Company's Annual Report on Form 10-K for the year ended December 31, ~~2016~~.2018. The financial data for the interim periods may not necessarily be indicative of results for future interim periods or for the full year.

Changes to the Company's accounting policies as a result of adoption ASU 2016-02, Leases (Topic 842) are discussed under "Leases" below and in Note 8.

Basis of Presentation

The accompanying unaudited consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and related rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for interim financial reporting and include all adjustments, consisting only of normal recurring adjustments which are, in the opinion of management, necessary for a fair statement of the results for the interim period.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates or assumptions that affect the reported amounts and disclosures in the consolidated financial statements. Actual results could differ from these estimates or assumptions.

Manning & Napier, Inc.

Notes to Consolidated Financial Statements (Continued)

Assets and Liabilities Held for Sale

On June 28, 2019, the Company entered into an agreement (the "Agreement") to sell all of the equity interests in its wholly-owned subsidiary, Perspective Partners, LLC ("PPI") to Manning Partners, LLC (Note 13). Manning Partners, LLC is wholly owned by the Chairman of the Company's Board of Directors. Closing of the sale pursuant to the Agreement is subject to customary closing conditions. This transaction does not meet the U.S. GAAP criteria to be reported as a discontinued operation, as it does not represent a strategic shift. The assets and liabilities of PPI are classified as held for sale as of June 30, 2019 and have been reported as such on the consolidated statements of financial condition. Assets held for sale as of June 30, 2019 consist of approximately $0.2 million of cash.

Principles of Consolidation

The Company consolidates all majority-owned subsidiaries. In addition, as of ~~September~~June 30, ~~2017,~~2019, Manning & Napier holds an economic interest of approximately ~~17.8%~~18.9% in Manning & Napier Group but, as managing member, controls all of the business and affairs of Manning & Napier Group. As a result, the Company consolidates the financial results of Manning & Napier Group and records a noncontrolling interest on its consolidated statements of financial condition with respect to the remaining economic interest in Manning & Napier Group held by Manning & Napier Group Holdings, LLC (“M&N Group Holdings”) and Manning & Napier Capital Company, LLC (“MNCC”).

All material intercompany transactions have been eliminated in consolidation.

In accordance with Accounting Standards Update ("ASU") 2015-02, Consolidation (Topic 810) – Amendments to the Consolidation Analysis, the determination of whether a company is required to consolidate an entity is based on, among other things, an entity’s purpose and design, a company’s ability to direct the activities of the entity that most significantly impact the entity’s economic performance, and whether a company is obligated to absorb losses or receive benefits that could potentially be significant to the entity. The standard also requires ongoing assessments of whether a company is the primary beneficiary of a variable interest entity (“VIE”). When utilizing the voting interest entity ("VOE") model, controlling financial interest is generally defined as majority ownership of voting interests.

The Company provides seed capital to its investment teams to develop new ~~products~~strategies and services for its clients. The original seed investment may be held in a separately managed account, comprised solely of the Company's investments or within a mutual fund, where the Company's investments may represent all or only a portion of the total equity investment in the mutual fund. Pursuant to U.S. GAAP, the Company evaluates its investments in mutual funds on a regular basis and consolidates such mutual funds for which it holds a controlling financial interest. When no longer deemed to hold a controlling financial interest, the Company would deconsolidate the fund and classify the remaining investment as either an equity method investment or as trading securities, as applicable. As of June 30, 2019 and December 31, 2018, the Company did not have investments classified as an equity method investment.

The Company serves as the investment adviser for Manning & Napier Fund, Inc. series of mutual funds (the “Fund”), Exeter Trust Company Collective Investment Trusts (“CIT”)~~, Rainier Investment Management Mutual Funds~~ and Rainier Multiple Investment Trust. The Fund, CIT ~~Rainier Investment Management Mutual Funds~~ and Rainier Multiple Investment Trust are legal entities, the business and affairs of which are managed by their respective boards of directors. As a result, each of these entities is a VOE. The Company holds, in limited cases, direct investments in a mutual fund (which are made on the same terms as are available to other investors) and consolidates each of these entities where it has a controlling financial interest or a majority voting interest. The Company's investments in the Fund amounted to approximately ~~$1.5~~$4.0 million as of ~~September~~June 30, ~~2017~~2019 and ~~$1.3~~$3.6 million as of December 31, ~~2016.~~2018. As of June 30, 2019 and December 31, ~~2016,~~2018, the Company ~~maintained~~did not have a controlling financial interest in ~~one~~any mutual ~~fund,~~ fund.

Revenue

Investment Management: Investment management fees are computed as a percentage of assets under management ("AUM"). The Company's performance obligation is a series of services that form part of a single performance obligation satisfied over time.

Separately managed accounts are paid in advance, typically for a semi-annual or quarterly period, or in arrears, typically for a monthly or quarterly period. When investment management fees are paid in advance, the Company defers the revenue as a contract liability and recognizes it over the applicable period. When investment management fees are paid in arrears, the Company estimates revenue and records a contract asset (accrued accounts receivable) based on AUM as of the most recent month end date.

Mutual funds and collective investment trust investment management revenue is calculated and earned daily based on AUM. Revenue is presented net of cash rebates and fees waived pursuant to contractual expense limitations of the funds. The Company also has agreements with third parties who provide recordkeeping and administrative services for employee benefit plans participating in the collective investment trusts. The Company is acting as an agent on behalf of the employee benefit plan sponsors, therefore, investment management revenue is recorded net of fees paid to third party service providers.

Manning & Napier, ~~Fund,~~ Inc. ~~Quality Equity Series,~~

Notes to Consolidated Financial Statements (Continued)

Distribution and ~~consolidated~~shareholder servicing: The Company receives distribution and servicing fees for providing services to its affiliated mutual funds. Revenue is computed and earned daily based on a percentage of AUM. The performance obligation is a series of services that form part of a single performance obligation satisfied over time. The Company has agreements with third parties who provide distribution and administrative services for its mutual funds. The agreements are evaluated to determine whether revenue should be reported gross or net of payments to third-party service providers. The Company controls the ~~mutual fund. As of September 30, 2017, the Company did not maintain~~services provided and acts as a ~~controlling financial interest, but did retain significant influence~~principal in the ~~mutual fund,~~relationship. Therefore, distribution and shareholder servicing revenue is recorded gross of fees paid to third parties.

Custodial services: Custodial service fees are calculated as a percentage of the client’s market value with additional fees charged for certain transactions. For the safeguarding and administrative services that are subject to a percentage of market value fee, the Company's performance obligation is a series of services that form part of a single performance obligation satisfied over time. Revenue for transactions assigned a stand-alone selling price is recognized in the period which ~~was accounted~~the transaction is executed. Custodial service fees are billed monthly in arrears. The Company has agreements with third parties who provide safeguarding, recordkeeping and administrative services for their clients. The Company controls the services provided and acts as ~~an equity method investment.~~a principal in the relationship. Therefore, custodial service revenue is recorded gross of fees paid to third parties.

Costs to Obtain a Contract

Incremental first year commissions directly associated with new separate account and collective investment trust contracts are capitalized and amortized on a straight-line basis over the estimated customer contract period of 7 years for separate accounts and 3 years for collective investment trust contracts. Refer to Note 3 for further discussion.

Cash and Cash Equivalents

The Company generally considers all highly liquid investments with original maturities of three months or less to be cash equivalents. Cash and cash equivalents are primarily held in operating accounts at major financial institutions and also in money market securities. Cash equivalents are stated at cost, which approximates market value due to the short-term maturity of these investments. The fair value of cash equivalents ~~have~~has been classified as Level 1 in accordance with the fair value hierarchy.

Investment Securities

~~Manning & Napier, Inc.~~

~~Notes to Consolidated Financial Statements (Continued)~~

Investment securities are classified as either trading, equity method investments or available-for-sale and are carried at fair value. Fair value is determined based on quoted market prices in active markets for identical or similar instruments.

Investment securities classified as trading consist of equity securities, fixed income securities, and investments in mutual funds for which the Company provides advisory services. Realized and unrealized gains and losses on trading securities are recorded in net gains (losses) on investments in the consolidated statements of operations. At ~~September~~June 30, ~~2017~~2019, trading securities consist ~~solely~~ of investments held by the Company to provide initial cash seeding for product development ~~purposes.~~purposes and investments to hedge economic exposure to market movements on its deferred compensation plan.

Investments classified as equity method investments represent seed investments in which the Company owns between 20-50% of the outstanding voting interests in the affiliated fund or when it is determined that the Company is able to exercise significant influence but not control over the investments. If the seed investment results in significant influence, but not control, the investment will be accounted for as an equity method investment. When using the equity method, the Company recognizes its share of the investee's net income or loss for the period which is recorded in net gains (losses) on investments in the consolidated statements of operations.

Investment securities classified as available-for-sale consist of U.S. Treasury notes and other short-term investments. Unrealized gains and losses on available-for-sale securities are excluded from earnings and are reported, net of deferred income tax, as a separate component of accumulated other comprehensive income in ~~stockholders’~~shareholders’ equity until realized. The Company periodically reviews each individual security position that has an unrealized loss, or impairment, to determine if that impairment is other-than-temporary. If impairment is determined to be other-than-temporary, the carrying value of the security will be written down to fair value and the loss will be recognized in earnings. Realized gains and losses on sales of available-for-sale securities are computed on a specific identification basis and are recorded in net gains (losses) on investments in the consolidated statements of operations.

Property and Equipment

Property and equipment is presented net of accumulated depreciation of approximately ~~$11.3~~$10.9 million and ~~$11.6~~$11.3 million as of ~~September~~June 30, ~~2017~~2019 and December 31, ~~2016,~~2018, respectively.

Manning & Napier, Inc.

Notes to Consolidated Financial Statements (Continued)

Goodwill and Intangible Assets

Goodwill represents the excess cost over the fair value of the identifiable net assets of acquired companies. Identifiable intangible assets generally represent the cost of client relationships and investment management agreements acquired as well as trademarks. Goodwill and indefinite-lived assets are tested for impairment annually or more frequently if events or circumstances indicate that the carrying value may not be recoverable. Intangible assets subject to amortization are tested for impairment whenever events or circumstances indicate that the carrying value may not be recoverable. Goodwill and intangible assets require significant management estimate and judgment, including the valuation and expected life determination in connection with the initial purchase price allocation and the ongoing evaluation for impairment.

~~On May 10, 2017,~~Leases

The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use ("ROU") assets, accrued expenses and other liabilities and operating lease liabilities, non-current on its consolidated statements of financial condition. Finance leases are included in other long-term assets, accrued expenses and other liabilities, and other long-term liabilities on its consolidated statements of financial condition.

ROU assets represent the ~~Company entered into~~Company's right to use an ~~agreement~~underlying asset for the lease term and lease liabilities represent the Company's obligation to ~~sell certain U.S. mutual funds to a third party. The transaction is expected to close during~~make lease payments arising from the ~~fourth quarter of 2017, with the selling price~~lease. Operating lease ROU assets and lease liabilities are recognized at commencement date based on the ~~total assets under management~~present value of lease payments over the lease term. As the Company's leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the ~~transaction closing date. As of September 30, 2017,~~information available at commencement date in determining the ~~assets under management for these products was approximately $0.4 billion. The carrying~~present value of lease payments. The incremental borrowing rate, for each identified lease, is the ~~intangible assets~~rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term. The operating lease ROU asset is reduced for ~~client relationships associated~~any lease incentives. The Company's lease terms may include options to extend or terminate the lease when it is reasonably certain that it will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

The Company has lease agreements with ~~these products was $0 as~~lease and non-lease components, which are combined for all classes of ~~September 30, 2017.~~underlying assets.

Operating Segments

The Company operates in one segment, the investment management industry.

~~Revenue~~

The majority of the Company’s revenues are based on fees charged to manage customers’ portfolios. Investment management fees are generally computed as a percentage of assets under management ("AUM") and recognized as earned. Fees for providing investment advisory services are computed and billed in accordance with the provisions of the applicable investment management agreements. For the Company’s separately managed accounts, clients either pay investment management fees in advance, typically for a semi-annual or quarterly period, or in arrears, typically for a monthly or quarterly period. When investment management fees are paid in advance, the Company defers the revenue and recognizes it over the applicable period. When investment management fees are paid in arrears, the Company estimates revenues based on AUM market values as of the most recent month end date, and adjusts to actual when billed. For mutual funds and collective investment trust vehicles, the Company’s fees are calculated and earned daily based on AUM. Investment management fees are presented net of cash rebates and fees waived pursuant to contractual expense limitations of the funds.

~~The Company is contractually obligated to make payments to certain advisory clients with the intent of providing those clients a discounted fee. In accordance with ASC 605-50, Revenue Recognition - Customer Payments and Incentives, these payments are presented as a reduction to revenue. There were no incentives reported as a reduction to revenue for the three~~

~~Manning & Napier, Inc.~~

~~Notes to Consolidated Financial Statements (Continued)~~

months ended September 30, 2017, while incentives were $3.4 million for the nine months ended September 30, 2017. Incentives reported as a reduction of revenue were $3.3 million and $8.9 million for the three and nine months ended September 30, 2016, respectively.

The Company has agreements with third parties who provide distribution and administrative services for its mutual funds, collective investment trusts and certain separately managed accounts. Third party agreements are evaluated against ASC 605-45 ~~Revenue Recognition - Principal Agent Considerations~~ to determine whether revenue should be reported gross or net of payments to third-party service providers. In management's judgment there are various indicators that support gross revenue reporting, the most notable being the Company acts as primary obligor and therefore principal service provider. Based on this evaluation, investment management service revenue is recorded gross of distribution and administrative fees paid to third parties.

~~Advisory Agreements~~

The Company derives significant revenue from its role as advisor to affiliated mutual funds and collective investment trusts. Fees earned for advisory related services were approximately $19.4 million and $64.6 million for the three and nine months ended September 30, 2017, respectively, and $28.8 million and $86.7 million for the three and nine months ended September 30, 2016, respectively, which represents greater than 10% of the Company's revenue in each period.

~~Recent~~Recently Adopted Accounting Pronouncements

~~In May 2014, the FASB issued ASU 2014-09,~~ ~~Revenue from Contracts with Customers (Topic 606)~~, which supersedes existing accounting standards for revenue recognition and creates a single framework. The revenue standard contains principals that will be applied to determine the measurement of revenue and timing of recognition and also impacts the accounting for incremental costs to obtain a contract. We will adopt the new standard on its effective date of January 1, 2018. While we have not identified material changes in the timing of revenue recognition, we continue to evaluate the presentation of certain revenue related costs on a gross versus net basis. We anticipate that certain first year costs associated with new investment management contracts will be capitalized and amortized over an estimated customer contract period. We have not yet determined whether we will adopt the standard using the retrospective approach with adjustment to each prior period or modified retrospective approach with the cumulative effect of initial application recognized at the date of initial application.

~~In January 2016, the FASB issued ASU 2016-01,~~ ~~Recognition and Measurement of Financial Assets and Financial Liabilities,~~ which requires all equity investments to be measured at fair value with changes in the fair value recognized through net income. ASU 2016-01 will be effective on January 1, 2018 and will result in a cumulative-effect adjustment to the balance sheet upon adoption. The Company is currently evaluating the impact that ASU 2016-01 will have on its consolidated financial statements.

In February 2016, the ~~FASB~~Financial Accounting Standards Board ("FASB") issued ASU 2016-02, Leases (Topic 842), which is intended to increase transparency and comparability among organizations by recognizing all lease transactions (with terms in excess of 12 months) on the balance sheet as a lease liability and a right-of-use asset (as defined). In July 2018, the FASB issued ASU 2018-11, Leases - Targeted Improvements, which provides an optional transition method related to implementing the new lease standard. The Company adopted the new ~~guidance~~standard on its effective date of January 1, 2019. Refer to Note 8 for further discussion regarding the impact of adoption.

In February 2018, the FASB issued ASU No. 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. The ASU requires a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the newly enacted federal corporate income tax rate as a result of the Tax Cuts and Jobs Act. The amount of the reclassification is the difference between the historical corporate income tax rate and the newly enacted 21% corporate income tax rate. The ASU will be effective for fiscal years beginning after December 15, 2018, with ~~earlier application~~early adoption permitted. Upon adoption, the lessee will apply the new standard retrospectively to all periods presented or retrospectively using a cumulative effect adjustment in the year of adoption. The Company is currently evaluating the impact that ASU 2016-02 will have on its consolidated financial statements.

~~In March 2016, the FASB issued ASU 2016-09,~~ ~~Stock Compensation - Stock Compensation (Topic 718),Improvements to Employee Share-Based Payment Accounting, which is intended to simplify several aspects of the accounting for share-based payment award transactions. The guidance is effective for fiscal years beginning after December 15, 2016.~~ The Company's adoption of ~~these amendments~~ASU 2018-02 on January 1, ~~2017~~2019 did not have a material impact on its consolidated financial statements.

~~In August 2016, the FASB issued ASU 2016-15,~~ ~~Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments~~, to clarify guidance on the classification of certain cash receipts and cash payments in the statement of cash flows. The FASB issued the ASU with the intent of reducing diversity in practice regarding eight types of cash flows. The ASU is effective for annual reporting periods beginning after December 15, 2017, including interim periods within those annual reporting periods. The Company is evaluating the effect of adopting this new accounting standard.Recent Accounting Pronouncements Not Yet Adopted

In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment, which simplifies the accounting for goodwill impairments by eliminating step two from the goodwill impairment test. The ASU requires goodwill impairments to be measured on the basis of the fair value of the reporting unit relative to the reporting unit's carrying amount rather than on the basis of the implied amount of goodwill relative to the goodwill balance of the reporting unit. The ASU is effective for annual and interim impairment tests for periods beginning after December 15, 2019. Early adoption is allowed for annual and interim impairment tests occurring after January 1, 2017. The Company is evaluating the effect of adopting this new accounting standard.

Manning & Napier, Inc.

Notes to Consolidated Financial Statements (Continued)

Note 3—~~Acquisitions~~Revenue

~~On April 30, 2016,~~Disaggregated Revenue

The following tables represent the ~~Company acquired a majority ownership interest in Rainier Investment Management, LLC ("Rainier”), an active~~Company’s separately managed account and mutual fund and collective investment trust investment management ~~firm. Under~~revenue by investment portfolio during the ~~terms~~three and six months ended June 30, 2019 and June 30, 2018:



	Three months ended June 30, 2019						Three months ended June 30, 2018
	Separately managed accounts		Mutual funds and collective investment trusts		Total		Separately managed accounts		Mutual funds and collective investment trusts		Total
	(in thousands)
Blended Asset	$	16,370	$	4,423	$	20,793	$	18,010	$	6,699	$	24,709
Equity	4,767		2,946		7,713		5,831		4,222		10,053
Fixed Income	601		34		635		642		109		751
Total	$	21,738	$	7,403	$	29,141	$	24,483	$	11,030	$	35,513



	Six months ended June 30, 2019						Six months ended June 30, 2018
	Separately managed accounts		Mutual funds and collective investment trusts		Total		Separately managed accounts		Mutual funds and collective investment trusts		Total
	(in thousands)
Blended Asset	$	32,641	$	9,478	$	42,119	$	36,319	$	13,151	$	49,470
Equity	9,379		6,052		15,431		12,187		8,710		20,897
Fixed Income	1,193		101		1,294		1,332		149		1,481
Total	$	43,213	$	15,631	$	58,844	$	49,838	$	22,010	$	71,848

Accounts Receivable

Accounts receivable as of June 30, 2019 and December 31, 2018 consisted of the ~~transaction, the Company initially acquired a 75% ownership interest in Rainier, with the remaining 25% ownership maintained by key professionals at Rainier. As of September 30, 2017,~~following:



	June 30, 2019		December 31, 2018
	(in thousands)
Accounts receivable - third parties	$	7,799	$	5,342
Accounts receivable - affiliated mutual funds and collective investment trusts	4,432		6,105
Accounts receivable - current assets held for sale (Note 2)	4		—
Total accounts receivable	$	12,235	$	11,447

Accounts receivable represents the Company's ~~ownership interest~~unconditional rights to consideration arising from its performance under separately managed account, mutual fund and collective investment trust, distribution and shareholder servicing, and custodial service contracts. Accounts receivable balances do not include an allowance for doubtful accounts nor has any significant bad debt expense attributable to accounts receivable been recorded during the three or six months ended June 30, 2019 or 2018.

Manning & Napier, Inc.

Notes to Consolidated Financial Statements (Continued)

Advisory and Distribution Agreements

The Company earns investment advisory fees, distribution fees and administrative service fees under agreements with affiliated mutual funds and collective investment trusts. Fees earned for advisory and distribution services provided were approximately $10.2 million and $21.3 million for the three and six months ended June 30, 2019, respectively, and approximately $14.3 million and $28.8 million for the three and six months ended June 30, 2018, respectively, which represents greater than 25% of revenue in ~~Rainier was 86%, an increase~~each period. The following provides amounts due from affiliated mutual funds and collective investment trusts reported within accounts receivable in the ~~acquisition due to~~consolidated statements of financial condition as of June 30, 2019 and December 31, 2018:



	June 30, 2019		December 31, 2018
	(in thousands)
Affiliated mutual funds	$	3,056	$	4,802
Affiliated collective investment trusts	1,376		1,303
Accounts receivable - affiliated mutual funds and collective investment trusts	$	4,432	$	6,105

Contract assets and liabilities

Accrued accounts receivable: Accrued accounts receivable represents the ~~forfeiture~~Company's contract asset for revenue that has been recognized in advance of ~~unvested ownership interests by certain individuals retiring from Rainier subsequent to~~billing separately managed account contracts. Consideration for the ~~acquisition.~~

~~Consideration transferred included an upfront cash payment~~period billed in arrears is dependent on the ~~transaction closing~~client’s AUM on a future billing date and therefore conditional as of ~~$13.0 million, a portion of which was held in escrow.~~the reporting period end. During the ~~second quarter~~six months ended June 30, 2019, revenue was increased by less than $0.1 million for changes in transaction price. Accrued accounts receivable of ~~2017, the Company received~~ approximately $0.3 million ~~from amounts held~~and $0.2 million is reported within prepaid expenses and other assets in ~~escrow for post closing adjustments. Additional cash payments~~the consolidated statements of ~~up to $32.5 million over a four year period are contingent upon Rainier’s achievement~~financial condition as of ~~certain annual financial targets. The fair value of the liability for this contingent consideration recognized on the acquisition date was $3.5 million. As of September~~June 30, ~~2017~~2019 and December 31, ~~2016,~~2018, respectively.

Deferred revenue: Deferred revenue is recorded when consideration is received or unconditionally due in advance of providing services to the ~~fair value of this contingent liability~~Company's customer. Revenue recognized during the six months ended June 30, 2019 that was ~~$0.~~

~~The transaction was accounted for by~~included in deferred revenue at the ~~Company using the acquisition method under ASC 805,~~ ~~Business Combinations. During the second quarter of 2016, the Company completed a preliminary allocation~~beginning of the ~~April 30, 2016 purchase price~~period was approximately $8.8 million.

Costs to ~~the assets acquired~~obtain a contract: Incremental first year commissions directly associated with new separate account and ~~liabilities assumed. During the first quarter~~collective investment trust contracts are capitalized and amortized straight-line over an estimated customer contract period of ~~2017, certain adjustments were recorded to liabilities assumed~~7 years for separate accounts and ~~the purchase price allocation was finalized~~3 years for collective investment trust contracts. The total net asset as of ~~March~~both June 30, 2019 and December 31, ~~2017. The final purchase price~~2018 was ~~allocated as follows (in thousands):~~approximately $1.2 million. Amortization expense included in compensation and related costs totaled approximately $0.1 million and $0.2 million for the three and six months ended June 30, 2019 and 2018, respectively. An impairment loss of less than $0.1 million was recognized during the three and six months ended June 30, 2019 and 2018, respectively, related to contract acquisition costs for client contracts that canceled during the respective periods.

Assets acquired
Current assets $ 6,998
Property and equipment, net 783
Intangible assets
Client relationships 9,320
Trademarks 270
Goodwill 3,958
Total assets acquired 21,329
Liabilities assumed
Accounts payable and accrued expenses 4,023
Other liabilities 1,204
Total liabilities assumed 5,227
Purchase price $ 16,102

Note 4—Noncontrolling Interests

Manning & Napier holds an economic interest of approximately ~~17.8%~~18.9% in Manning & Napier Group, but as managing member controls all of the business and affairs of Manning & Napier Group. As a result, the Company consolidates the financial results of Manning & Napier Group and records a noncontrolling interest on its consolidated ~~statement~~statements of financial condition with respect to the remaining approximately ~~82.2% aggregate~~81.1% economic interest in Manning & Napier Group held by M&N Group Holdings and MNCC. Net income attributable to noncontrolling interests on the statements of operations represents the portion of earnings attributable to the economic interest in Manning & Napier Group held by the noncontrolling interests.

Manning & Napier, Inc.

Notes to Consolidated Financial Statements (Continued)

The following provides a reconciliation from “Income before provision for income taxes” to “Net income attributable to Manning & Napier, Inc.”:


	Three months ended September 30,						Nine months ended September 30,						Three months ended June 30,						Six months ended June 30,
	2017			2016			2017			2016			2019			2018			2019			2018
	(in thousands)												(in thousands)
Income before provision for income taxes	$	12,591		$	21,550		$	46,279		$	68,651		$	3,550		$	6,682		$	6,709		$	14,433
Less: gain (loss) before provision for income taxes of Manning & Napier, Inc. ⁽¹⁾	(51		)	(95		)	(45		)	(114		)
Less: income (loss) before provision for income taxes of Manning & Napier, Inc. ⁽¹⁾													(10		)	(12		)	181			259
Income before provision for income taxes, as adjusted	12,642			21,645			46,324			68,765			3,560			6,694			6,528			14,174
Controlling interest percentage ⁽²⁾	17.8		%	17.4		%	17.7		%	17.1		%	18.8		%	18.2		%	18.7		%	18.2		%
Net income attributable to controlling interest	2,261			3,765			8,189			11,753			669			1,221			1,221			2,573
Plus: gain (loss) before provision for income taxes of Manning & Napier, Inc. ⁽¹⁾	(51		)	(95		)	(45		)	(114		)
Plus: income (loss) before provision for income taxes of Manning & Napier, Inc. ⁽¹⁾													(10		)	(12		)	181			259
Income before income taxes attributable to Manning & Napier, Inc.	2,210			3,670			8,144			11,639			659			1,209			1,402			2,832
Less: provision for income taxes of Manning & Napier, Inc. ⁽³⁾	689			1,412			3,041			4,358			245			443			427			852
Net income attributable to Manning & Napier, Inc.	$	1,521		$	2,258		$	5,103		$	7,281		$	414		$	766		$	975		$	1,980

________________________


(1)	Manning & Napier, Inc. incurs certain ~~gains~~income or expenses that are only attributable to it and are therefore excluded from the net income attributable to noncontrolling interests.


(2)	Income before provision for income taxes is allocated to the controlling interest based on the percentage of units of Manning & Napier Group held by Manning & Napier, Inc. The amount represents the Company's weighted ownership of Manning & Napier Group for the respective periods.

(3)

The consolidated provision for income taxes is equal to the sum of (i) the provision for income taxes for entities other than Manning & Napier, Inc. and (ii) the provision for income taxes of Manning & Napier, Inc. which includes all U.S. federal and state income taxes. The consolidated provision for income taxes was ~~$0.7~~$0.3 million and ~~$3.3~~$0.6 million for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2019, respectively, and ~~$1.6~~$0.5 million and ~~$4.8~~$1.0 million for the three and ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2018, respectively.

As of ~~September~~June 30, ~~2017,~~2019, a total of ~~63,931,065~~62,034,200 units of Manning & Napier Group were held by the noncontrolling interests. Pursuant to the terms of the exchange agreement entered into at the time of the Company's initial public offering ("Exchange Agreement"), such units may be exchangeable for shares of the Company's Class A common stock. For any units exchanged, the Company will (i) pay an amount of cash equal to the number of units exchanged multiplied by the value of one share of the Company's Class A common stock less a market discount and expected expenses, or, at the Company's election, (ii) issue shares of the Company's Class A common stock on a one-for-one basis, subject to customary adjustments. As the Company receives units of Manning & Napier Group that are exchanged, the Company's ownership of Manning & Napier Group will increase.

During the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2019, M&N Group Holdings and MNCC exchanged a total of ~~1,853,506~~1,315,521 Class A units of Manning & Napier Group for approximately ~~$9.8~~$3.1 million in cash. Subsequent to the exchange the Class A units were retired, resulting in an increase in Manning & Napier's ownership in Manning & Napier Group. In addition, during the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2019, Class A common stock was issued under the Company's 2011 Equity Compensation Plan (the "Equity Plan") for which Manning & Napier, Inc. acquired an equivalent number of Class A units of Manning & Napier Group, net of forfeitures of unvested restricted stock awards.

Manning & Napier, Inc.

Notes to Consolidated Financial Statements (Continued)

The following is the impact to the Company's equity ownership interest in Manning & Napier Group for the ~~nine~~six months ended ~~September~~June 30, ~~2017:~~2019:

Manning & Napier Group Class A Units Held

Manning & Napier

Noncontrolling Interests Total Manning & Napier Ownership %
As of December 31, 2016 13,826,575
65,784,571
79,611,146
17.4%
Class A Units issued ⁽¹⁾
46,467
—
46,467
—%
Class A Units exchanged —
(1,853,506 ) (1,853,506 ) 0.4%
As of September 30, 2017 13,873,042
63,931,065
77,804,107
17.8%

~~______________________~~


~~(1)~~	~~The impact of the transaction of Manning & Napier's ownership was less than 0.1%.~~



	Manning & Napier Group Class A Units Held
	Manning & Napier	Noncontrolling Interests		Total		Manning & Napier Ownership %
As of December 31, 2018	14,126,736	63,349,721		77,476,457		18.2%
Class A Units issued	351,532	—		351,532		0.4%
Class A Units exchanged	—	(1,315,521	)	(1,315,521	)	0.3%
As of June 30, 2019	14,478,268	62,034,200		76,512,468		18.9%

Since the Company continues to have a controlling interest in Manning & Napier Group, the aforementioned changes in ownership of Manning & Napier Group were accounted for as equity transactions under ASC 810, Consolidation. Additional paid-in capital and noncontrolling interests in the Consolidated Statements of Financial Position are adjusted to reallocate the Company's historical equity to reflect the change in ownership of Manning & Napier Group.

At ~~September~~June 30, ~~2017~~2019 and December 31, ~~2016,~~2018, the Company had recorded a liability of ~~$34.7~~$17.8 million and ~~$37.1~~$18.0 million, respectively, representing the estimated payments due to the selling unit holders under the tax receivable agreement ("TRA") entered into between Manning & Napier and the other holders of Class A Units of Manning & Napier Group. Of these amounts, ~~$2.5 million and $2.4~~$0.7 million were included in accrued expenses and other liabilities at ~~September~~both June 30, ~~2017~~2019 and December 31, ~~2016, respectively.~~2018. The Company made no payments ~~of $2.4 million and $3.4 million~~ pursuant to the TRA during the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019 and ~~2016, respectively.~~2018.

Obligations pursuant to the TRA are obligations of Manning & Napier. They do not impact the noncontrolling interests. These obligations are not income tax obligations. Furthermore, the TRA has no impact on the allocation of the provision for income taxes to the Company’s net income.

Note 5—Investment Securities

The following represents the Company’s investment securities holdings as of ~~September~~June 30, ~~2017~~2019 and December 31, ~~2016~~2018:


	September 30, 2017									June 30, 2019
	Cost		Unrealized Gains		Unrealized Losses			Fair Value		Cost		Unrealized Gains		Unrealized Losses		Fair Value
	(in thousands)									(in thousands)
Available-for-sale securities
U.S. Treasury notes	$	7,117	$	3	$	(13	)	$	7,107	$	15,459	$	175	$	—	$	15,634
Fixed income securities										22,173		18		—		22,191
Short-term investments	22,255		—		—			22,255		42,386		—		—		42,386
								29,362								80,211
Trading securities
Equity securities								2,493								5,442
Fixed income securities								5,009
Mutual funds								346								3,966
								7,848								9,408
Equity method investments
Mutual funds								1,112
Total investment securities								$	38,322							$	89,619

Manning & Napier, Inc.

Notes to Consolidated Financial Statements (Continued)


	December 31, 2016									December 31, 2018
	Cost		Unrealized Gains		Unrealized Losses			Fair Value		Cost		Unrealized Gains		Unrealized Losses			Fair Value
	(in thousands)									(in thousands)
Available-for-sale securities
U.S. Treasury notes	$	7,093	$	13	$	(6	)	$	7,100	$	21,613	$	36	$	—		$	21,649
Fixed income securities										15,488		—		(75		)	15,413
Short-term investments	14,744		—		—			14,744		45,879		—		—			45,879
								21,844									82,941
Trading securities
Equity securities								7,176									4,683
Fixed income securities								7,167
Mutual funds								288									3,566
Mutual funds - consolidated funds								995
								15,626									8,249
Total investment securities								$	37,470								$	91,190

Investment securities are classified as either trading or available-for-sale and are carried at fair value. Fair value is determined based on quoted market prices in active markets for identical or similar instruments.

Investment securities classified as trading consist of equity securities, fixed income securities and investments in mutual funds for which the Company provides advisory services. At ~~September~~June 30, ~~2017~~2019 and December 31, ~~2016~~2018, trading securities consist ~~solely~~ of investments held by the Company to provide initial cash seeding for product development ~~purposes.~~purposes and investments in mutual funds to hedge economic exposure to market movements on its deferred compensation plan. The Company recognized approximately ~~$1.5 million and $1.6~~$1.1 million of net unrealized gains and $0.3 million of net unrealized losses related to investments classified as trading during the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019 and ~~2016~~2018, respectively.

Investment securities classified as available-for-sale consist of U.S. Treasury notes, corporate bonds and other short-term investments to optimize cash management opportunities and for compliance with certain regulatory ~~requirements and to optimize cash management opportunities.~~requirements. As of ~~September~~June 30, ~~2017~~2019 and December 31, ~~2016~~2018, approximately $0.6 million of these securities was considered restricted. The Company periodically reviews each individual security position that has an unrealized loss, or impairment, to determine if that impairment is other-than-temporary. No other-than-temporary impairment charges have been recognized by the Company during the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019 and ~~2016~~2018.

Note 6—Fair Value Measurements

Fair value is defined as the price that the Company would receive upon selling an investment in an orderly transaction to an independent buyer in the principal or most advantageous market of the investment. A fair value hierarchy is provided that gives the highest priority to unadjusted quoted prices in active markets for identical assets and liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).

The following three-tier fair value hierarchy prioritizes the inputs used in measuring fair value:

•Level 1—observable inputs such as quoted prices in active markets for identical securities;

Level 2—other significant observable inputs (including but not limited to quoted prices for similar securities, interest rates, prepayment rates, credit risk, etc.); and

Level 3—significant unobservable inputs (including the Company’s own assumptions in determining the fair value of investments).

Manning & Napier, Inc.

Notes to Consolidated Financial Statements (Continued)

The following provides the hierarchy of inputs used to derive the fair value of the Company’s ~~financial instruments measured at fair value on a recurring basis~~assets as of ~~September~~June 30, ~~2017~~2019 and December 31, ~~2016~~2018:


	September 30, 2017								June 30, 2019
	Level 1		Level 2		Level 3		Totals		Level 1		Level 2		Level 3		Totals
	(in thousands)								(in thousands)
Equity securities	$	2,493	$	—	$	—	$	2,493	$	5,442	$	—	$	—	$	5,442
Fixed income securities	—		5,009		—		5,009		—		22,191		—		22,191
Mutual funds	1,458		—		—		1,458		3,966		—		—		3,966
U.S. Treasury notes	—		7,107		—		7,107		—		15,634		—		15,634
Short-term investments	22,255		—		—		22,255		32,950		9,436		—		42,386
Total assets at fair value	$	26,206	$	12,116	$	—	$	38,322	$	42,358	$	47,261	$	—	$	89,619

Contingent consideration liability	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Total liabilities at fair value	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—


	December 31, 2016								December 31, 2018
	Level 1		Level 2		Level 3		Totals		Level 1		Level 2		Level 3		Totals
	(in thousands)								(in thousands)
Equity securities	$	7,176	$	—	$	—	$	7,176	$	4,683	$	—	$	—	$	4,683
Fixed income securities	1,071		6,096		—		7,167		—		15,413		—		15,413
Mutual funds	288		—		—		288		3,566		—		—		3,566
Mutual funds - consolidated funds	995		—		—		995
U.S. Treasury notes	—		7,100		—		7,100		—		21,649		—		21,649
Short-term investments	14,744		—		—		14,744		43,914		1,965		—		45,879
Total assets at fair value	$	24,274	$	13,196	$	—	$	37,470	$	52,163	$	39,027	$	—	$	91,190

Contingent consideration liability	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Total liabilities at fair value	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

Short-term investments consists of certificate of deposits ~~("CDs")~~ that are stated at cost, which approximate fair value due to the short maturity of the ~~investments.~~investments and U.S. Treasury bills.

Valuations of investments in fixed income securities, U.S. Treasury notes and U.S. Treasury ~~notes~~bills can generally be obtained through independent pricing services. For most bond types, the pricing service utilizes matrix pricing, which considers one or more of the following factors: yield or price of bonds of comparable quality, coupon, maturity, current cash flows, type and current day trade information, as well as dealer supplied prices. These valuations are categorized as Level 2 in the hierarchy.

Contingent consideration was a component of the purchase price of Rainier ~~(Note 3). The~~in 2016 of additional cash payments of up to $32.5 million over the period ending December 31, 2019, contingent ~~consideration is payable over a four year period~~ upon ~~Rainier’s~~Rainier's achievement of certain financial targets. The fair value of the contingent consideration is calculated on a quarterly basis by forecasting Rainier’s adjusted earnings before interest, taxes and amortization ~~("EBITA") as defined by the purchase agreement~~ over the contingency ~~period with changes in the fair value included in other operating costs in the consolidated statements of operations.~~

period. There were no changes in contingent consideration liability measured at fair value using significant unobservable inputs (Level 3) for the ~~nine~~six months ended ~~September~~June 30, ~~2017. The fair value was $0 at September 30, 2017 and December 31, 2016.~~2019.

The Company’s policy is to recognize transfers in and transfers out of the valuation levels as of the beginning of the reporting period. There were no transfers between ~~Levels~~valuation levels during the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019.

Manning & Napier, Inc.

Notes to Consolidated Financial Statements (Continued)

Note 7—Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities as of ~~September~~June 30, ~~2017~~2019 and December 31, ~~2016~~2018 consisted of the following:


	September 30, 2017		December 31, 2016		June 30, 2019		December 31, 2018
	(in thousands)				(in thousands)
Accrued bonus and sales commissions	$	11,471	$	18,342	$	12,518	$	16,121
Accrued payroll and benefits	3,705		3,430		2,366		4,087
Accrued sub-transfer agent fees	3,000		4,785		555		1,451
Dividends payable	1,203		2,397		313		306
Amounts payable under tax receivable agreement	2,475		2,364		674		674
Short-term operating lease liabilities					2,791		—
Other accruals and liabilities	3,755		3,797		2,646		2,487
Total accrued expenses and other liabilities	$	25,609	$	35,115	$	21,863	$	25,126

During the year ended December 31, 2018, the Company commenced a voluntary employee retirement offering (the "offering"), available to employees meeting certain age and length-of-service requirements as well as business function criteria. Employees electing to participate in the offering were subject to approval by the Company, and received enhanced separation benefits. These employees are required to render service until their agreed upon termination date (which varies from person to person) in order to receive the benefits and as such, the liability will be recognized ratably over the applicable service period.

The Company estimates the total employee severance costs under the offering to be approximately $2.6 million, of which approximately $2.2 million was recognized during the year ended December 31, 2018. During the six months ended June 30, 2019, the Company recognized approximately $0.2 million of severance costs under the offering and approximately $0.8 million as a result of involuntary workforce reductions. Employee severance costs recognized are included in compensation and related costs in the consolidated statements of operations.

The following table summarizes the changes in accrued employee severance costs recognized by the Company during the six months ended June 30, 2019, as included in accrued expenses and other liabilities in the consolidated statements of financial condition:



	Six months ended June 30, 2019
	(in thousands)
Accrued employee severance costs as of December 31, 2018	$	1,642
Employee severance costs recognized	1,011
Payment of employee severance costs	(2,068		)
Accrued employee severance costs as of June 30, 2019	$	585

Note 8—Leases

Adoption of ASU 2016-02, Leases (Topic 842)

On January 1, 2019, the Company adopted Topic 842 using the optional transition method. Consequently, financial information and disclosures for the reporting periods beginning after January 1, 2019 are presented under Topic 842, while prior period amounts are not adjusted and continue to be reported in accordance with the Company's historic accounting policies under Topic 840.

Topic 842 provides a number of optional practical expedients as part of the transition from Topic 840. The Company elected the ‘package of practical expedients’, which permits it to not reassess, under Topic 842, its prior conclusions about lease identification, lease classification and initial direct costs.

Topic 842 also provides practical expedients for an entity’s ongoing accounting under Topic 842. The Company elected the short-term lease recognition exemption for all leases that qualify, and elected the practical expedient to combine lease and non-lease components as a single combined lease component for all of its leases.

On adoption, the Company recognized lease liabilities of approximately $23.2 million and right-of-use assets for approximately $20.6 million, based on the present value of the remaining minimum rental payments under Topic 840 for operating leases that existed as of the date of adoption. In addition, the Company wrote-down approximately $2.6 million of unamortized deferred lease costs and tenant incentives previously recorded as deferred rent liability in the consolidated

Manning & Napier, Inc.

Notes to Consolidated Financial Statements (Continued)

statements of financial condition as of December 31, 2018. The Company recognized an increase to opening shareholders' equity and noncontrolling interest of approximately $0.1 million, as of January 1, 2019, related to the deferred tax impacts of adopting Topic 842.

Leases

The Company has operating and finance leases for office space and certain equipment. For these leases, the office space or equipment is an explicitly identified asset within the contract. The Company has determined that it has obtained substantially all of the economic benefits from the use of the underlying asset and directs how and for what purpose the asset is used during the term of the contract.

The Company's leases have remaining lease terms ranging between approximately 1 year and 9 years. The Company's lease term on certain of its multi-year office space leases, including its headquarters, include options for the Company to extend those leases for periods ranging from an additional five to ten years. In addition, the Company has the option to reduce a portion of its square footage at certain times throughout the term of the lease for its headquarters. The Company determined it is not reasonably certain at this time it will exercise the options to extend these leases or will exercise the options to reduce its square footage; therefore, the payment amounts related to these lease term extensions and contraction options have been excluded from determining its right-of-use asset and lease liability.

Certain of the Company's operating leases for office space include variable lease payments, including non-lease components (such as utilities and operating expenses) that vary based on actual expenses and are adjusted on an annual basis. The Company concluded that these variable lease payments are in substance fixed payments and included the estimated variable payments in its determination of right-of-use assets and lease liabilities.

Changes in the lease terms, including renewal options and options to reduce its square footage, incremental borrowing rates, and/or variable lease payments, and the corresponding impact to the right-of-use assets and lease liabilities, are recognized in the period incurred.

Certain of the Company's operating leases have been subleased for which the Company will receive cash totaling approximately $3.4 million over the term of such leases. The lease terms for the three subleased operating leases end in 2019, 2021 and 2027.

The components of lease expense for the three and six months ended June 30, 2019 were as follows:



	Three months ended June 30, 2019			Six months ended June 30, 2019
	(in thousands)
Finance lease expense
Amortization of right-of-use assets	$	30		$	59
Interest on lease liabilities	2			5
Operating lease expense	934			1,857
Short-term lease expense	4			8
Variable lease expense	65			111
Sublease income	(174		)	(297		)
Total	$	861		$	1,743

Manning & Napier, Inc.

Notes to Consolidated Financial Statements (Continued)

Supplemental cash flow information related to leases for the three and six months ended June 30, 2019 were as follows:



	Three months ended June 30, 2019		Six months ended June 30, 2019
	(in thousands)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from finance leases	$	3	$	5
Finance cash flows from finance leases	$	33	$	61
Operating cash flows from operating leases	$	1,159	$	1,953

Right-of-use assets obtained in exchange for new lease obligations:
Finance leases	$	15	$	175
Operating leases	$	862	$	862

Supplemental balance sheet information related to leases as of June 30, 2019 was as follows:



(in thousands, except lease term and discount rate)	June 30, 2019
Finance Leases
Finance lease right-of-use assets ⁽¹⁾	$	268

Accrued expenses and other liabilities	$	120
Other long-term liabilities	162
Total finance lease liabilities	$	282

Operating Leases
Operating lease right-of-use assets	$	20,067

Accrued expenses and other liabilities	$	2,791
Operating lease liabilities, non-current	19,939
Total operating lease liabilities	$	22,730

Weighted average remaining lease term
Finance leases	2.98 years
Operating leases	7.76 years
Weighted average discount rate
Finance leases	4.41		%
Operating leases	5.14		%

_______________________


(1)	Amounts included in other long-term assets within the consolidated statements of financial condition.

Manning & Napier, Inc.

Notes to Consolidated Financial Statements (Continued)

Maturities of lease liabilities were as follows:



Twelve month period ending June 30,	Finance Leases			Operating Leases
	(in thousands)
2020	$	131		$	3,889
2021	75			3,887
2022	55			3,558
2023	28			3,272
2024	14			3,132
Thereafter	—			9,895
Total lease payments	303			27,633
Less imputed interest	(21		)	(4,903		)
Total lease liabilities	$	282		$	22,730

As of December 31, 2018, minimum rent payments relating to the office leases for each of the following five years and thereafter were as follows:



Year Ending December 31,	Minimum Payments
	(in thousands)
2019	$	3,748
2020	3,780
2021	3,712
2022	3,668
2023	3,369
Thereafter	13,397
Total undiscounted lease payments	$	31,674

Note 9—Commitments and Contingencies

The Company may from time to time enter into agreements that contain certain representations and warranties and which provide general indemnifications. The Company may also serve as a guarantor of such ~~obligations of one or more of the Manning & Napier Group entities.~~obligations. The Company’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Company that have not yet occurred. The Company expects any risk of liability associated with such guarantees to be remote.

Regulation

As an investment adviser to a variety of investment products, the Company and its affiliated broker-dealer are subject to routine reviews and inspections by the SEC and the Financial Industry Regulatory Authority, Inc., Additionally, the Company could be subject to non-routine reviews and inspections by the National Futures Association and U.S. Commodity Futures Trading ~~Commission.~~Commission in regards to the Company’s de minimis exposure to commodity interest investments in the mutual funds and collective investment trust vehicles it operates. From time to time the Company may also be subject to claims, or be involved in various legal proceedings, arising in the ordinary course of its business and ~~be subject to~~ other contingencies. The Company does not believe that the outcome of any of these reviews, inspections or other legal proceedings will have a material impact on its consolidated financial statements; however, litigation is subject to many uncertainties, and the outcome of individual litigated matters is difficult to predict. The Company will establish accruals for matters that are probable, can be reasonably estimated, and may take into account any related insurance recoveries to the extent of such recoveries. As of ~~September~~June 30, ~~2017~~2019 and December 31, ~~2016~~,2018, the Company has not accrued for any such claims, legal proceedings, or other contingencies.

Note 9—10—Earnings per Common Share

Basic earnings per share (“basic EPS”) is computed using the two-class method to determine net income available to Class A common stock. The two-class method includes an earnings allocation formula that determines earnings per share for each participating security according to dividends declared and undistributed earnings for the period. The Company's restricted Class A common shares granted under the Equity Plan have non-forfeitable dividend rights during their vesting period and are therefore considered participating securities under the two-class method. Under the two-class method, the Company's net income available to Class A common stock is reduced by the amount allocated to the unvested restricted Class A common

Manning & Napier, Inc.

Notes to Consolidated Financial Statements (Continued)

stock. Basic EPS is calculated by dividing net income available to Class A common stock by the weighted average number of common shares outstanding during the period.

Diluted earnings per share (“diluted EPS”) is computed under the more dilutive of either the treasury method or the two-class method. For the diluted calculation, the weighted average number of common shares outstanding during the period is increased by the assumed conversion into Class A common stock of the unvested equity awards and the exchangeable Class A units of Manning & Napier Group, to the extent that such conversion would dilute earnings per share.

~~Manning & Napier, Inc.~~

~~Notes to Consolidated Financial Statements (Continued)~~

The following is a reconciliation of the income and share data used in the basic and diluted ~~earnings per share~~EPS computations for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019 and ~~2016~~2018 under the two-class method:

Three months ended September 30, Nine months ended September 30,
2017 2016 2017 2016
(in thousands, except share data)
Net income attributable to controlling and noncontrolling interests $ 11,852
$ 19,985
$ 42,955
$ 63,867
Less: net income attributable to noncontrolling interests 10,331
17,727
37,852
56,586
Net income attributable to Manning & Napier, Inc. $ 1,521
$ 2,258
$ 5,103
$ 7,281
Less: allocation to participating securities 83
158
288
480
Net income available to Class A common stock $ 1,438
$ 2,100
$ 4,815
$ 6,801

Weighted average shares of Class A common stock outstanding - basic 14,249,347
14,042,880
14,135,288
13,916,721
Dilutive effect of unvested equity awards 23,388
132,441
106,354
256,562
Dilutive effect of exchangeable Class A Units 63,937,284
—
—
—
Weighted average shares of Class A common stock outstanding - diluted 78,210,019
14,175,321
14,241,642
14,173,283
Net income available to Class A common stock per share - basic $ 0.10
$ 0.15
$ 0.35
$ 0.49
Net income available to Class A common stock per share - diluted $ 0.10
$ 0.15
$ 0.35
$ 0.48

The Company’s Class B common stock represents voting interests and does not participate in the earnings of the Company. Accordingly, there is no basic or diluted EPS related to the Company’s Class B common stock.



	Three months ended June 30,					Six months ended June 30,
	2019			2018		2019			2018
	(in thousands, except share data)
Net income attributable to controlling and noncontrolling interests	$	3,219		$	6,190	$	6,136		$	13,463
Less: net income attributable to noncontrolling interests	2,805			5,424		5,161			11,483
Net income attributable to Manning & Napier, Inc.	$	414		$	766	$	975		$	1,980
Less: allocation to participating securities	(33		)	47		(43		)	95
Net income available to Class A common stock	$	447		$	719	$	1,018		$	1,885

Weighted average shares of Class A common stock outstanding - basic	15,267,762			14,691,928		15,098,454			14,503,784
Dilutive effect of unvested equity awards	346,177			17,475		305,895			26,614
Dilutive effect of exchangeable Class A Units	—			—		62,913,637			—
Weighted average shares of Class A common stock outstanding - diluted	15,613,939			14,709,403		78,317,986			14,530,398
Net income available to Class A common stock per share - basic	$	0.03		$	0.05	$	0.07		$	0.13
Net income available to Class A common stock per share - diluted	$	0.03		$	0.05	$	0.06		$	0.13

For ~~both~~ the three and ~~nine months~~six-months ended ~~September~~June 30, ~~2017, 790,000~~2019, 3,000,000 unvested performance-based stock options were excluded from the calculation of diluted EPS because the associated market condition had not yet been achieved.

For the three and six-months ended June 30, 2019, 961,060 and 1,211,060, respectively, unvested equity awards were excluded from the calculation of diluted ~~earnings per common share~~EPS because the effect would have been anti-dilutive. For ~~both~~ the three and ~~nine~~six months ended ~~September~~June 30, ~~2016, 990,000~~2018, 592,500 and 668,603, respectively, unvested equity awards were excluded from the calculation of diluted ~~earnings per common share because the effect would have been anti-dilutive.~~

At September 30, 2017 there were 63,931,065 Class A Units of Manning & Napier Group outstanding, which, subject to certain restrictions, may be exchangeable for up to an equivalent number of the Company's Class A common stock. These units were not included in the calculation of diluted earnings per common share for the nine months ended September 30, 2017, because the effect would have been anti-dilutive.

At September 30, 2016 there were 65,784,571 Class A Units of Manning & Napier Group outstanding, which were not included in the calculation of diluted earnings per common share for the three and nine months ended September 30, 2016,EPS because the effect would have been anti-dilutive.

Note ~~10—~~11—Equity Based Compensation

The Equity Plan was adopted by the Company's board of directors and approved by ~~stockholders~~shareholders prior to the consummation of the Company's 2011 initial public offering. Under the Equity Plan, a total of 13,142,813 equity interests are authorized for issuance, and may be issued in the form of Class A common stock, restricted stock units, stock options, units of Manning & Napier Group, or certain classes of membership interests in the Company which may convert into units of Manning & Napier Group.

The following table summarizes activity related to awards of restricted stock and restricted stock units (collectively, "stock awards") activity under the ~~award activity~~Equity Plan for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019 ~~under the Equity Plan:~~:


	Restricted Stock Awards		Weighted Average Grant Date Fair Value		Stock Awards		Weighted Average Grant Date Fair Value
Stock awards outstanding at January 1, 2017	1,207,788		$	12.56
Outstanding at January 1, 2019					1,602,337		$	5.31
Granted	70,399		$	5.55	770,571		$	2.38
Vested	(276,064	)	$	12.41	(566,115	)	$	5.58
Forfeited	(150,000	)	$	12.20	(45,000	)	$	11.03
Stock awards outstanding at September 30, 2017	852,123		$	12.09
Outstanding at June 30, 2019					1,761,793		$	3.80

Manning & Napier, Inc.

Notes to Consolidated Financial Statements (Continued)

The weighted average fair value of stock awards granted during the six months ended June 30, 2019 was $2.38, based on the closing sale price of the Company's Class A common stock as reported on the New York Stock Exchange on the date of grant, and, if not entitled to dividends or dividend equivalents during the vesting period, reduced by the present value of such amounts expected to be paid on the underlying shares during the requisite service period.

For the three and ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2019, the Company recorded approximately ~~$0.3~~$0.5 million and ~~$1.7~~$1.9 million, respectively, of compensation expense related to stock awards under the Equity Plan. For the three and ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2018, the Company recorded approximately ~~$0.4~~$0.5 million and ~~$2.5~~$1.6 million, respectively, of compensation expense related to stock awards under the Equity Plan. The aggregate intrinsic value of stock awards that vested during the six months ended June 30, 2019 and 2018 was approximately $1.3 million and $1.7 million, respectively. As of ~~September~~June 30, ~~2017,~~2019, there was unrecognized compensation expense of approximately $4.6 million related to ~~Equity Plan~~stock awards, ~~of approximately $5.8 million,~~ which the Company expects to recognize over a weighted average period of approximately ~~3.5~~2.0 years.

~~During~~In connection with the ~~nine months~~vesting of restricted stock units during the six-months ended ~~September~~June 30, ~~2017 and 2016,~~2019, the Company withheld a total of ~~69,597 and 111,729 restricted~~38,978 shares ~~respectively, as a result~~ of ~~net share settlements~~Class A common stock to satisfy approximately $0.1 million of employee income tax withholding obligations. The Company paid approximately $0.3 million and $1.0 million in employee tax withholding obligations related to these settlements during the nine months ended September 30, 2017 and 2016, respectively.requirements. These net share settlements had the effect of shares repurchased and retired by the Company, as they reduced the total number of Class A common shares outstanding.

A summary of activity under the Equity Plan related to stock option awards during the six months ended June 30, 2019 is presented below:



	Stock Option Awards	Weighted Average Exercise Price		Weighted Average Contractual Term (years)	Aggregate Intrinsic Value (in thousands)
Outstanding at January 1, 2019	—	$	—
Granted	3,500,000	$	2.01
Vested	—	$	—
Forfeited	—	$	—
Outstanding at June 30, 2019	3,500,000	$	2.01	4.2	$	—
Exercisable at June 30, 2019	—	$	—

For each of the three and six months ended June 30, 2019, the Company recorded approximately $0.2 million of compensation expense related to stock options under the Equity Plan. As of June 30, 2019, there was unrecognized compensation expense of approximately $1.2 million related to stock options, which the Company expects to recognize over a weighted average period of approximately 1.3 years.

During the six months ended June 30, 2019, the Company granted a total of 3,500,000 stock option awards under the Equity Plan, 3,000,000 of which are subject to the achievement of specified performance criteria ("performance options"). The performance options vest in installments, only if the closing price per share of the Company's Class A common stock as reported on the New York Stock Exchange exceeds a certain threshold for 20 consecutive days ("target price") prior to a specified date ("target date"). Target prices range from $3.25 to $7.75. Target dates by which each target price must be achieved range from three to seven years from the grant date. These performance options are considered to have a market condition, the effect of which is reflected in the grant date fair value of the award. As such, as long as the requisite service is rendered for these awards, compensation expense will be recognized regardless of whether the market condition is achieved. The fair value of these performance options was estimated using a Monte Carlo simulation model and the weighted average grant date fair value for the performance options granted was $0.38.

For stock option awards with service conditions only ("service-based options"), the Company determines the fair value of each option award on the date of grant using the Black-Scholes option pricing model. The weighted average grant date fair value of service-based options granted during the six months ended June 30, 2019 was $0.62, using the following assumptions:



Expected volatility		45.00%
Expected term (in years)		4.9 - 6.9
Risk-free interest rate		2.49% - 2.58%
Expected dividend yield		3.98%

Manning & Napier, Inc.

Notes to Consolidated Financial Statements (Continued)

Note ~~11—~~12—Income Taxes

The Company is comprised of entities that have elected to be treated as either a limited liability company ("LLC") or a “C-Corporation". As such, the entities functioning as ~~LLC’s~~LLCs are not liable for or able to benefit from U.S. federal and most state income taxes on their earnings, and earnings (losses) will be included in the personal income tax returns of each entity’s unit holders. The entities functioning as C-Corporations are liable for or able to benefit from U.S. federal and state and local income taxes on their earnings and losses, respectively.

The Company’s income tax provision and effective tax rate were as follows:


	Three months ended September 30,						Nine months ended September 30,						Three months ended June 30,						Six months ended June 30,
	2017			2016			2017			2016			2019			2018			2019			2018
	(in thousands)												(in thousands)
Earnings from continuing operations before income taxes	$	12,591		$	21,550		$	46,279		$	68,651
Income before provision for income taxes													$	3,550		$	6,682		$	6,709		$	14,433
Effective tax rate	5.9		%	7.3		%	7.2		%	7.0		%	9.3		%	7.4		%	8.5		%	6.7		%
Provision for income taxes	739			1,565			3,324			4,784			331			492			573			970
Provision for income taxes @ statutory rate	4,281			7,543			15,735			24,028
Provision for income taxes at statutory rate													746			1,403			1,409			3,031
Difference between tax at effective vs. statutory rate	$	(3,542	)	$	(5,978	)	$	(12,411	)	$	(19,244	)	$	(415	)	$	(911	)	$	(836	)	$	(2,061	)

For both the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019 and ~~2016~~2018, the difference between the Company’s recorded provision and the provision that would result from applying the U.S. statutory rate of ~~34% and 35%, respectively,~~21% is primarily attributable to the benefit resulting from the fact that a significant portion of the Company’s operations include a series of flow-through entities which are generally not subject to federal and most state income taxes. Accordingly, a portion of the Company’s earnings are not subject to corporate level taxes.

Note ~~12—~~13—Related Party Transactions

Sale of Subsidiary

On June 28, 2019, the Company entered into the Agreement to sell all of the equity interests in its wholly-owned subsidiary, PPI, to Manning Partners, LLC (“MP”). MP is wholly owned by the Chairman of the Company’s Board of Directors. Pursuant to the Agreement, Manning & Napier Group will sell PPI to MP in exchange for a purchase price consisting of payments based on historical expenses of PPI from September 1, 2018 until the date of closing, estimated to be approximately $3.2 million, and future revenue payments, as applicable. Closing of the sale pursuant to the Agreement is subject to customary closing conditions.

Transactions with noncontrolling members

From time to time, the Company may be asked to provide certain services, including accounting, legal and other administrative functions for the noncontrolling members of Manning & Napier Group. While immaterial, the Company has not received any reimbursement for such services.

The Company manages the personal funds of certain of the Company's executive officers ~~including William Manning.~~and directors and/or their affiliated entities. Pursuant to the respective investment management agreements, in some instances the Company ~~waives~~may waive or ~~reduces~~reduce its regular advisory fees for these ~~accounts and personal funds utilized to incubate products.~~accounts. The aggregate value of the fees earned ~~was approximately $0.2 million~~ and the value of ~~the fees waived was approximately $0.1 million for the~~ ~~nine months ended September 30, 2017. The aggregate value of the fees earned was approximately $0.1 million and the value of the~~ fees waived was less than $0.1 million for each of the ~~nine~~six months ended ~~September~~June 30, ~~2016.~~2019 and 2018.

Affiliated fund transactions

The Company earns investment advisory fees, distribution fees and administrative service fees under agreements with affiliated mutual funds and collective investment trusts. ~~The aggregate value of revenue~~Fees earned ~~was~~for advisory and distribution services provided were approximately ~~$19.4~~$10.2 million and ~~$64.6~~$21.3 million for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2019, respectively, and ~~$28.8~~approximately $14.3 million and ~~$86.7~~$28.8 million for the three and ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2018, respectively. ~~As of September 30, 2017 and December 31, 2016, amounts due from the affiliated mutual funds was~~Fees earned for administrative services provided were approximately ~~$6.2~~$0.5 million and ~~$6.8~~$1.1 million for the three and six months ended June 30, 2019, respectively, and approximately $0.5 million and $1.0 million for the three and six months ended June 30, 2018, respectively. AsSee Note 3 for disclosure of ~~September 30, 2017 and December 31, 2016,~~ amounts due from affiliated mutual funds and collective investment ~~trusts was approximately $2.1 million and $4.5 million, respectively.~~

~~Manning & Napier, Inc.~~

~~Notes to Consolidated Financial Statements (Continued)~~

trusts.

The Company incurs certain expenses on behalf of the collective investment trusts and has contractually agreed to limit its fees and reimburse expenses to limit operating expenses incurred by certain affiliated fund series. The aggregate value of fees waived and expenses reimbursed to, or incurred for, affiliated mutual funds and collective investment trusts ~~was $4.1~~were approximately $1.7 million and ~~$3.4~~$3.2 million for the ~~nine~~three and six months ended ~~September~~June 30, ~~2017~~2019, respectively, and ~~2016,~~approximately $0.7 million and $2.4 million for the three and six months ended June 30, 2018, respectively. As of June 30, 2019 the Company had recorded a receivable of approximately $0.2 million for expenses paid on behalf of an affiliated mutual fund. These

Manning & Napier, Inc.

Notes to Consolidated Financial Statements (Continued)

expenses are reimbursable to the Company under an agreement with the affiliated mutual fund, and are included within other long-term assets on the consolidated statements of financial condition.

Note ~~13—~~14—Subsequent Events

Distributions and dividends

On ~~October 24, 2017,~~July 23, 2019, the Board of Directors approved a distribution from Manning & Napier Group to Manning & Napier and the noncontrolling interests of Manning & Napier Group. The amount of the distribution will be based on earnings for the quarter ~~ended December 31, 2017, with a maximum amount of $10.0 million.~~ending September 30, 2019. Concurrently, the Board of Directors declared ~~an $0.08~~a $0.02 per share dividend to the holders of Class A common stock. The dividend is payable on or about ~~February~~November 1, ~~2018~~2019 to shareholders of record as of ~~January~~October 15, ~~2018.~~2019.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of ~~Operations.~~Operations

This report contains forward-looking statements within the meaning of section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which reflect our views with respect to, among other things, our operations and financial performance. Words like "believes," "expects," "may," "estimates," "will," "should," "could," "intends," "likely," "plans," or "anticipates" or the negative thereof or other variations thereon or comparable terminology, are used to identify forward-looking statements, although not all forward-looking statements contain these words. Although we believe that we are basing our expectations and beliefs on reasonable assumptions within the bounds of what we currently know about our business and operations, there can be no assurance that our actual results will not differ materially from what we expect or believe. Some of the factors that could cause our actual results to differ materially from our expectations or beliefs are disclosed in the “Risk Factors” section, as well as other sections, of our Annual Report on Form 10-K, which include, without limitation: changes in securities or financial markets or general economic conditions; a decline in the performance of our products; client sales and redemption activity; any loss of an executive officer or key personnel; changes in our business related to strategic acquisitions and other transactions; and changes of government policy or regulations. All forward-looking statements speak only as of the date on which they are made and we undertake no duty to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Overview

Our Business

We are an independent ~~investment~~wealth management firm that provides a broad range of investment solutions through separately managed accounts, mutual funds, and collective investment trust funds, as well as a variety of consultative services that complement our investment process. Founded in 1970, we offer ~~U.S. and non-U.S~~ equity, fixed income and alternative strategies, as well as a range of blended asset portfolios, ~~such as life cycle funds and exchange-traded fund ("ETF")-based portfolios.~~including life-cycle funds. We serve a diversified client base of ~~high net worth~~high-net-worth individuals and institutions, including 401(k) plans, pension plans, Taft-Hartley plans, platforms, endowments and foundations. Our operations are based principally in the United States, with our headquarters located in Fairport, New York.

Market Developments

~~Financial~~After a volatile 2018 culminated in one of the most significant drawdowns of the post-financial crisis era, financial markets ~~specifically the current ten year bull market,~~ have had a ~~significant impact~~furious rally to start the New Year. US equities reached new all-time highs, international equities bounced back, and falling interest rates have boosted performance for fixed income investors as well.

We believe that underpinning the strong market for investors has been the twin tailwinds of easing geopolitical risks and shifting monetary policy expectations. Heading into 2019, tariffs and the trade war remained precarious. Since then, trade tensions between the U.S. and China have escalated, while resolutions have been found on ~~asset flows~~several fronts, specifically including relations between the U.S. and Mexico, Japan, and the European Union.

Meanwhile, rising concerns over the future pace of global economic growth, as well as weak inflation readings, resulted in the yield curve inverting across most maturities and the market ~~value~~now forecasts several interest rate cuts between now and the end of the year.

These dynamics have led to a favorable market environment for nearly every asset class with some performing particularly well. Regarding fixed income, interest rates fell across the yield curve, allowing longer-dated bonds to outperform shorter-dated securities. Credit spreads remained tight by quarter’s end despite a volatile ride throughout the period.

Although the post-financial crisis recovery has been relatively weak, we view the economy as later cycle. We do not feel that the most recent uptick in economic growth is sustainable and believe that as growth slows to a lower rate, market volatility may rise. Considering our ~~assets under management~~outlook, we believe our clients are best served by utilizing an active investment approach.

Other Business Updates

On June 28, 2019, the Company, through Manning & Napier Group, entered into an agreement (the "Agreement") to sell its wholly-owned subsidiary Perspective Partners, LLC (“PPI”), to Manning Partners, LLC ("~~AUM"~~MP"). ~~Though our relative returns have been competitive for~~MP is wholly owned by William Manning, Chairman of the ~~nine months ended~~Company's Board of Directors. Pursuant to the Agreement, the purchase price will consist of payments based on historical expenses of PPI from September ~~30, 2017~~1, 2018 until the date of closing, estimated to be approximately $3.2 million. Closing of the sale pursuant to the Agreement is subject to customary closing conditions and ~~have helped repair our longer-term track records,~~is expected to occur during the ~~one,~~third quarter of 2019. Upon closing, the Company will no longer incur costs associated with PPI. During the three and ~~five year annualized returns for many~~six month periods ended June 30, 2019, the expenses related to PPI were approximately $0.6 million and $1.5 million, respectively.

Also included in 2019 second quarter results was approximately $0.5 million of ~~our key investment strategies have trailed their related benchmarks in recent years. In addition, we have experienced increased competition~~employee severance charges incurred as ~~a result of lower fee passive investment products which have gained popularity over the last decade, such as index funds and ETFs.~~

As a result of these factors, we have experienced net client outflows since 2013 resulting in an overall decrease in our AUM, which is likely to continue in the near term, though at a slower rate of decrease. Additionally, we expect that AUM will decrease approximately $0.4 billion in the fourth quarter of 2017 as a result of the anticipated sale of the Rainier Investment Management U.S. product set. Our ability to increase AUM in the future will depend in part on our ability to execute our investment strategies to achieve competitive investment returns, and on our ability to successfully distribute our products and services, including those that have been areas of strategic focus for us.

Our strategic initiatives are focused on gathering and retaining client assets. In response to industry trends and increasing fee pressure from passive strategies offered by our competitors, management is evaluating fees across our product set, including restructuring fees across many of our mutual fund and collective trust products. Management fee reductions and corresponding distribution and shareholder servicing expense reductions for the various series of our funds will be rolled out beginning during the fourth quarter of 2017 and continuing through the first half of 2018. Given the overall pressure on fees that all active managers are facing, we believe that bringing our fund fees to a more competitive level will enhance our ability to attract additional assets in the future.

Additionally, we are actively marketing our Custom Solution program. Custom Solution is a competitively priced consultative advisory service in which we tailor an allocation among proprietary and non-proprietary investment products and vehicles to meet a client’s unique investment objectives and cash flow needs. Direct advisory services such as Custom Solution are an essential part of our ~~strategy~~strategic review. The Company's headcount has decreased to ~~pursue direct relationships with clients built on managing risk~~336 as of June 30, 2019 from 410 and ~~meeting investment objectives over market cycles.~~ 356 as of June 30, 2018 and March 31, 2019, respectively.

Our ~~Products~~Solutions

We derive substantially all of our revenues from investment management fees earned from providing advisory services to separately managed accounts, mutual funds and collective investment trusts—including those offered by ~~MNA,~~Manning & Napier Advisors, LLC ("MNA"), the Manning & Napier Fund, Inc., Exeter Trust Company, and Rainier Investment ~~Management.~~

Management, LLC ("Rainier").

Our separate accounts are primarily distributed through our ~~Direct Channel,~~direct sales channel, where our ~~representatives~~client consultants form relationships with ~~high net worth~~high-net-worth individuals, middle market institutions or large institutions that are working with a consultant. To a lesser extent, we also obtain a portion of our separate account distribution via third parties, either through our ~~Intermediary Channel~~intermediary sales channel where national brokerage firm representatives or independent financial advisors select our separate account strategies for their clients, or through our ~~Platform/Sub-Advisory Channel,~~platform/sub-advisor channel, where unaffiliated registered investment advisors approve our strategies for their product platforms. Our separate account ~~products~~strategies are a primary driver of our blended asset portfolios for ~~high net worth,~~high-net-worth, middle market institutional clients and financial intermediaries. In contrast, larger institutions and unaffiliated registered investment advisor platforms are a driver of our separate account equity portfolios.

Our mutual funds and collective investment trusts are distributed through financial intermediaries, including brokers, financial advisors, retirement plan advisors and platform relationships. We also distribute our mutual fund and collective investment trusts through our direct sales representatives, ~~in particular~~particularly within the defined contribution and institutional marketplace. Our mutual fund and collective investment trust ~~products~~strategies are an important driver of both our blended asset class and single asset class portfolios.

Our AUM was ~~$26.5~~$21.3 billion as of ~~September~~June 30, ~~2017.~~2019. The composition of our AUM by vehicle and portfolio is illustrated in the table below:


	September 30, 2017								June 30, 2019
AUM - by investment vehicle and portfolio	Blended Asset		Equity		Fixed Income		Total		Blended Asset		Equity		Fixed Income		Total
	(in millions)								(in millions)
Separately managed accounts	$	10,728.4	$	5,412.4	$	1,219.5	$	17,360.3	$	9,455.2	$	4,358.1	$	1,000.8	$	14,814.1
Mutual funds and collective investment trusts	5,651.7		3,425.0		108.8		9,185.5		4,389.1		1,951.4		96.2		6,436.7
Total	$	16,380.1	$	8,837.4	$	1,328.3	$	26,545.8	$	13,844.3	$	6,309.5	$	1,097.0	$	21,250.8

Separately Managed Accounts

The composition of our separately managed accounts as of ~~September~~June 30, ~~2017~~,2019, by channel and portfolio, is set forth in the table below:


	September 30, 2017												June 30, 2019
	Blended Asset			Equity			Fixed Income			Total			Blended Asset			Equity			Fixed Income			Total
	(dollars in millions)												(dollars in millions)
Separate account AUM
Direct Channel	$	8,167.8		$	3,789.4		$	1,081.9		$	13,039.1		$	7,245.9		$	2,690.7		$	882.6		$	10,819.2
Intermediary Channel	2,554.8			717.5			137.6			3,409.9			2,195.7			562.6			118.2			2,876.5
Platform/Sub-advisor Channel	5.8			905.5			—			911.3			13.6			1,104.8			—			1,118.4
Total	$	10,728.4		$	5,412.4		$	1,219.5		$	17,360.3		$	9,455.2		$	4,358.1		$	1,000.8		$	14,814.1
Percentage of separate account AUM
Direct Channel	47		%	22		%	6		%	75		%	49		%	18		%	6		%	73		%
Intermediary Channel	15		%	4		%	1		%	20		%	15		%	4		%	1		%	20		%
Platform/Sub-advisor Channel	0		%	5		%	—		%	5		%	0		%	7		%	—		%	7		%
Total	62		%	31		%	7		%	100		%	64		%	29		%	7		%	100		%
Percentage of portfolio by channel
Direct Channel	76		%	70		%	89		%	75		%	77		%	62		%	88		%	73		%
Intermediary Channel	24		%	13		%	11		%	20		%	23		%	13		%	12		%	19		%
Platform/Sub-advisor Channel	0		%	17		%	—		%	5		%	0		%	25		%	—		%	8		%
Total	100		%	100		%	100		%	100		%	100		%	100		%	100		%	100		%
Percentage of channel by portfolio
Direct Channel	63		%	29		%	8		%	100		%	67		%	25		%	8		%	100		%
Intermediary Channel	75		%	21		%	4		%	100		%	76		%	20		%	4		%	100		%
Platform/Sub-advisor Channel	1		%	99		%	—		%	100		%	1		%	99		%	—		%	100		%

Our separate accounts contributed ~~47%~~49% of our total gross client inflows for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019 and represented ~~65%~~70% of our total AUM as of ~~September~~June 30, ~~2017~~.

2019.

Our separate account business has historically been driven primarily by our ~~Direct Channel,~~direct sales channel, where sales representatives form a relationship with ~~high net worth~~high-net-worth investors, middle market institutions, and large institutional clients working in conjunction with a consultant. The ~~Direct Channel~~direct sales channel contributed ~~66%~~71% of the total gross client inflows for our separate account business for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019 and represented ~~75%~~73% of our total separate account AUM as of ~~September~~June 30, ~~2017.~~2019. We anticipate ~~the Direct Channel~~this channel to continue to be the largest driver of new separate account business going forward, given ~~the Direct Channel’s high net worth~~their high-net-worth and middle market institutional client-type focus.

During the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2019, blended asset portfolios represented ~~68%~~69% of the separate account gross client inflows from the ~~Direct Channel,~~direct sales channel, while equity and fixed income portfolios ~~each~~ represented ~~16%.~~23% and 8%, respectively. As of ~~September~~June 30, ~~2017,~~2019, blended asset and equity portfolios represented ~~63%~~67% and ~~29%~~25%, respectively, of total ~~Direct Channel~~direct sales channel separate account AUM, while our fixed income portfolios were 8%. We expect our focus on individuals and middle market institutions to continue to drive interest in our blended asset class portfolios, where we provide a comprehensive portfolio of stocks and bonds managed to a client’s specific investment objectives. Our relationships with larger institutions may also be a driver of growth in separately managed account equity strategies, though many of these larger institutions may seek exposure to non-U.S. equity strategies through commingled vehicles rather than separately managed accounts to limit related custody expenses.investment strategies.

To a lesser extent, we also obtain separate account business from third parties, including financial advisors or unaffiliated registered investment advisor programs or platforms. During the ~~nine~~six months ended ~~September~~June 30, ~~2017, 20%~~2019, 9% of the total gross client inflows for separate accounts came from financial advisor representatives ~~(Intermediary Channel)~~(intermediary sales channel), and an additional ~~13%~~20% came from registered investment advisor platforms ~~(Platform/Sub-advisor Channel)~~(platform/sub-advisory channel). The ~~Intermediary~~intermediary and ~~Platform/Sub-advisor Channels~~platform/sub-advisor sales channels collectively represented ~~25%~~27% of our total separate account AUM as of ~~September~~June 30, ~~2017.~~2019.

New separate account business through the ~~Intermediary Channel~~intermediary sales channel flowed into both our blended asset and equity ~~portfolios, driven by advisors’ needs to identify either a one-stop solution (blended asset portfolio) or to fill a mandate within a multi-strategy portfolio.~~portfolios. During the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2019, blended asset and equity portfolios represented ~~50%~~69% and ~~22%~~30%, respectively, of the separate account gross client inflows from the ~~Intermediary Channel.~~intermediary sales channel. As of ~~September~~June 30, ~~2017, 75%~~2019, 76% of our separate account AUM derived from financial advisors was allocated to blended asset portfolios, with ~~21%~~20% allocated to equity

and 4% allocated to fixed income. We expect that equity and fixed income portfolios may see additional interest from financial advisors over time as more advisors structure a multi-strategy portfolio for their clients.

During the ~~nine~~six months ended ~~September~~June 30, ~~2017, 99%~~2019, substantially all of our separate account gross client inflows from the ~~Platform/~~platform/Sub-advisory ~~Channel~~sales channel were into equity portfolios. Gross client inflows through the ~~Platform/Sub-advisor Channel~~platform/sub-advisor sales channel are primarily directed to our equity strategies, where we are filling a specific mandate within the investment program or platform product.

Our annualized separate account retention rate across all channels was ~~80%~~93% during the ~~nine~~six months ended ~~September~~June 30, ~~2017, a decrease~~2019, an increase from our historical retention rate, which was ~~85%~~91% for the rolling twelve months ended ~~December 31, 2016.~~June 30, 2019.

Mutual Funds and Collective Investment Trusts

The composition of our mutual fund and collective investment trust AUM as of ~~September~~June 30, ~~2017,~~2019, by portfolio, is set forth in the table below:

September 30, 2017

Blended
Asset
Equity Fixed Income Total
(in millions)
Mutual fund and collective investment trust AUM $ 5,651.7
$ 3,425.0
$ 108.8
$ 9,185.5



	June 30, 2019
	Blended Asset		Equity		Fixed Income		Total
	(in millions)
Mutual fund and collective investment trust AUM	$	4,389.1	$	1,951.4	$	96.2	$	6,436.7

Our mutual funds and collective investment trusts contributed ~~53%~~51% of our total gross client inflows for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019 and represented ~~35%~~30% of our total AUM as of ~~September~~June 30, ~~2017~~2019. As of ~~September~~June 30, ~~2017~~2019, our mutual fund and collective investment trust AUM consisted of ~~62%~~68% from blended asset portfolios, ~~and~~ ~~37%~~30% from equity portfolios and 2% from fixed income portfolios, compared to 68%, 31% and ~~31%~~1% for blended asset, equity and ~~equity~~fixed income portfolios as of ~~September~~June 30, ~~2016.~~2018. During the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019, ~~71%~~48%, 47% and ~~26%~~5% of the gross client inflows were attributable to blended assets, equity and ~~equity~~fixed income portfolios, respectively.

Our mutual fund and collective investment trust business is driven by both financial intermediaries, ~~and~~as well as through our direct sales ~~representatives. Intermediary distribution of our mutual fund and collective investment trust vehicles is achieved via financial advisors, brokers and retirement plan advisors.~~channel. Through our ~~Intermediary Channel,~~intermediary channel, we are focused on promoting our ~~blended asset life cycle fund vehicles given~~single-asset class and specialized strategies to our ~~emphasis on~~wealth and retirement plan advisors, who ~~work with retirement plans. Our~~wish to use our strategies as a component of a larger portfolio. Additionally, our blended asset portfolios are ~~also~~ used by advisors seeking a multi-asset class solution for their retail clients. ~~In addition, we are focused on equity and fixed income portfolios within the Intermediary Channel for intermediaries who wish to use our mutual funds as a component of a larger portfolio.~~

We also have relationships with consultants and manager research teams at platforms in order to distribute our funds within advisory programs, or through placement on platforms' approved lists of funds. To facilitate our relationships with intermediaries, we currently have approximately ~~285~~250 dealer relationships. These relationships are important to our retail business as well as our 401(k) life cycle and institutional business.

Through the ~~Direct Channel,~~direct channel, our representatives promote our portfolios to large institutional clients with which we ~~also form~~have direct relationships, as well as consultants. Additionally, we have relationships with middle market and large market defined contribution plan sponsors seeking to use our life cycle mutual funds and collective investment trusts as default options on their investment menu. ~~Our Direct Sales Representatives also distribute~~In the direct channel, we may see additional interest in our ~~equity~~mutual funds and collective investment trust strategies through both blended and single-asset class portfolios ~~to large institutional clients with which we have direct relationships and often,~~based on the ~~client's consultant. We expect this channel to focus on distributing blended asset and equity portfolio funds in~~needs of the ~~future.~~clients.

Results of Operations

Below is a discussion of our consolidated results of operations for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019 and ~~2016~~2018.

Components of Results of Operations

Overview

An important factor influencing inflows and outflows of our AUM is the investment performance of our various investment approaches. Our ~~variety of~~ stock selection strategies, absolute pricing discipline and active asset allocation ~~management approach~~ generally ~~results~~result in specific absolute and relative return characteristics in different market environments. For example, during a fundamental-driven bull market when prices are rising alongside improving fundamentals, we are likely to experience positive absolute returns and competitive relative returns. However, in a more momentum-driven bull market, when prices become disconnected from underlying fundamentals, or narrow market environment where a small handful of stocks outperform the average stock, we are likely to experience positive absolute returns but lagging relative returns. Similarly, during a valuation-driven bear market, when markets experience a period of price correction following a momentum-driven bull market, we are likely to experience negative absolute returns but strong relative returns. However, in a momentum-driven bear market, which is typically characterized by broad price declines in a highly correlated market, we are likely to experience negative absolute returns and

potentially lagging relative returns. Essentially, our approach is likely to do well when markets are driven by fundamentals, but lag when markets are driven primarily by momentum.

Other components impacting our operating results include:

asset-based fee rates and changes in those rates;

the composition of our AUM among various portfolios, vehicles and client types;

changes in our variable costs, including incentive compensation and distribution, servicing and custody expenses, which are affected by our investment performance, level of our AUM and revenue; and

fixed costs, including changes to base compensation, vendor-related costs and investment spending on new products.

Assets Under Management and Investment Performance

The following table reflects the indicated components of our AUM for our investment vehicles for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019 and ~~2016~~2018:


	Separately managed accounts			Mutual funds and collective investment trusts			Total			Separately managed accounts		Mutual funds and collective investment trusts		Total		Separately managed accounts			Mutual funds and collective investment trusts			Total			Separately managed accounts		Mutual funds and collective investment trusts		Total
				(in millions)															(in millions)
As of June 30, 2017	$	17,714.9		$	9,360.6		$	27,075.5		65	%	35	%	100	%
As of March 31, 2019																$	14,667.2		$	6,470.6		$	21,137.8		69	%	31	%	100	%
Gross client inflows ⁽¹⁾	407.2			393.4			800.6									301.2			249.2			550.4
Gross client outflows ⁽¹⁾	(1,383.4		)	(928.2		)	(2,311.6		)							(613.2		)	(509.6		)	(1,122.8		)
Market appreciation/(depreciation) & other ⁽²⁾	621.6			359.7			981.3									458.9			226.5			685.4
As of September 30, 2017	$	17,360.3		$	9,185.5		$	26,545.8		65	%	35	%	100	%
As of June 30, 2019																$	14,814.1		$	6,436.7		$	21,250.8		70	%	30	%	100	%
Average AUM for period	$	17,707.0		$	9,294.0		$	27,001.0								$	14,647.1		$	6,383.4		$	21,030.5

As of June 30, 2016	$	20,585.0		$	15,131.2		$	35,716.2		58	%	42	%	100	%
As of March 31, 2018																$	15,960.1		$	7,473.4		$	23,433.5		68	%	32	%	100	%
Gross client inflows ⁽¹⁾	374.6			752.2			1,126.8									331.1			349.7			680.8
Gross client outflows ⁽¹⁾	(1,226.0		)	(2,163.2		)	(3,389.2		)							(899.7		)	(654.5		)	(1,554.2		)
Market appreciation/(depreciation) & other ⁽²⁾	803.4			561.3			1,364.7									214.4			63.2			277.6
As of September 30, 2016	$	20,537.0		$	14,281.5		$	34,818.5		59	%	41	%	100	%
As of June 30, 2018																$	15,605.9		$	7,231.8		$	22,837.7		68	%	32	%	100	%
Average AUM for period	$	20,678.1		$	14,767.5		$	35,445.6								$	15,689.8		$	7,394.2		$	23,084.0

	Separately managed accounts			Mutual funds and collective investment trusts			Total			Separately managed accounts		Mutual funds and collective investment trusts		Total		Separately managed accounts			Mutual funds and collective investment trusts			Total			Separately managed accounts		Mutual funds and collective investment trusts		Total
				(in millions)															(in millions)
As of December 31, 2016	$	18,801.9		$	12,881.1		$	31,683.0		59	%	41	%	100	%
As of December 31, 2018																$	13,792.1		$	6,371.5		$	20,163.6		68	%	32	%	100	%
Gross client inflows ⁽¹⁾	1,384.3			1,554.4			2,938.7									617.3			653.8			1,271.1
Gross client outflows ⁽¹⁾	(5,223.1		)	(6,807.8		)	(12,030.9		)							(1,278.1		)	(1,417.6		)	(2,695.7		)
Market appreciation/(depreciation) & other ⁽²⁾	2,397.2			1,557.8			3,955.0									1,682.8			829.0			2,511.8
As of September 30, 2017	$	17,360.3		$	9,185.5		$	26,545.8		65	%	35	%	100	%
As of June 30, 2019																$	14,814.1		$	6,436.7		$	21,250.8		70	%	30	%	100	%
Average AUM for period	$	18,397.8		$	10,784.9		$	29,182.7								$	14,459.6		$	6,361.7		$	20,821.3

As of December 31, 2015	$	20,735.4		$	14,706.8		$	35,442.2		59	%	41	%	100	%
As of December 31, 2017																$	16,856.6		$	8,256.6		$	25,113.2		67	%	33	%	100	%
Gross client inflows ⁽¹⁾	1,295.9			2,534.1			3,830.0									749.7			831.0			1,580.7
Gross client outflows ⁽¹⁾	(4,178.4		)	(5,694.7		)	(9,873.1		)							(2,225.5		)	(1,685.5		)	(3,911.0		)
Acquired assets	1,234.2			1,660.1			2,894.3
Acquired/(disposed) assets																—			(251.6		)	(251.6		)
Market appreciation/(depreciation) & other ⁽²⁾	1,449.9			1,075.2			2,525.1									225.1			81.3			306.4
As of September 30, 2016	$	20,537.0		$	14,281.5		$	34,818.5		59	%	41	%	100	%
As of June 30, 2018																$	15,605.9		$	7,231.8		$	22,837.7		68	%	32	%	100	%
Average AUM for period	$	20,584.2		$	14,724.0		$	35,308.2								$	16,087.8		$	7,640.0		$	23,727.8

________________________


(1)	Transfers of client assets between portfolios are included in gross client inflows and gross client outflows.


(2)	Market appreciation/(depreciation) and other includes investment gains/(losses) on assets under management, the impact of changes in foreign exchange rates and net flows from non-sales related activities including net reinvested dividends.

The following table reflects the indicated components of our AUM for our portfolios for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019 and ~~2016:~~2018:


	Blended Asset			Equity			Fixed Income			Total			Blended Asset		Equity		Fixed Income		Total		Blended Asset			Equity			Fixed Income			Total			Blended Asset		Equity		Fixed Income		Total
				(in millions)																				(in millions)
As of June 30, 2017	$	16,613.8		$	9,094.3		$	1,367.4		$	27,075.5		61	%	34	%	5	%	100	%
As of March 31, 2019																					$	13,834.7		$	6,227.2		$	1,075.9		$	21,137.8		66	%	29	%	5	%	100	%
Gross client inflows ⁽¹⁾	468.0			278.0			54.6			800.6											327.0			161.7			61.7			550.4
Gross client outflows ⁽¹⁾	(1,193.5		)	(1,014.5		)	(103.6		)	(2,311.6		)									(745.7		)	(308.2		)	(68.9		)	(1,122.8		)
Market appreciation/(depreciation) & other ⁽²⁾	491.8			479.6			9.9			981.3											428.3			228.8			28.3			685.4
As of September 30, 2017	$	16,380.1		$	8,837.4		$	1,328.3		$	26,545.8		62	%	33	%	5	%	100	%
As of June 30, 2019																					$	13,844.3		$	6,309.5		$	1,097.0		$	21,250.8		65	%	30	%	5	%	100	%
Average AUM for period	$	16,538.6		$	9,125.2		$	1,337.2		$	27,001.0										$	13,718.9		$	6,200.7		$	1,110.9		$	21,030.5

As of June 30, 2016	$	21,676.8		$	12,608.9		$	1,430.5		$	35,716.2		61	%	35	%	4	%	100	%
As of March 31, 2018																					$	14,998.4		$	7,214.2		$	1,220.9		$	23,433.5		64	%	31	%	5	%	100	%
Gross client inflows ⁽¹⁾	742.8			329.1			54.9			1,126.8											432.6			231.2			17.0			680.8
Gross client outflows ⁽¹⁾	(1,628.3		)	(1,612.5		)	(148.4		)	(3,389.2		)									(718.3		)	(776.7		)	(59.2		)	(1,554.2		)
Market appreciation/(depreciation) & other ⁽²⁾	757.6			599.3			7.8			1,364.7											265.2			2.7			9.7			277.6
As of September 30, 2016	$	21,548.9		$	11,924.8		$	1,344.8		$	34,818.5		62	%	34	%	4	%	100	%
As of June 30, 2018																					$	14,977.9		$	6,671.4		$	1,188.4		$	22,837.7		66	%	29	%	5	%	100	%
Average AUM for period	$	21,649.0		$	12,412.7		$	1,383.9		$	35,445.6										$	14,973.6		$	6,909.2		$	1,201.2		$	23,084.0

	Blended Asset			Equity			Fixed Income			Total			Blended Asset		Equity		Fixed Income		Total		Blended Asset			Equity			Fixed Income			Total			Blended Asset		Equity		Fixed Income		Total
				(in millions)																				(in millions)
As of December 31, 2016	$	19,909.4		$	10,463.9		$	1,309.7		$	31,683.0		63	%	33	%	4	%	100	%
As of December 31, 2018																					$	13,532.2		$	5,501.9		$	1,129.5		$	20,163.6		67	%	27	%	6	%	100	%
Gross client inflows ⁽¹⁾	1,733.9			914.1			290.7			2,938.7											629.1			541.0			101.0			1,271.1
Gross client outflows ⁽¹⁾	(7,321.1		)	(4,382.1		)	(327.7		)	(12,030.9		)									(1,811.6		)	(690.9		)	(193.2		)	(2,695.7		)
Market appreciation/(depreciation) & other ⁽²⁾	2,057.9			1,841.5			55.6			3,955.0											1,494.6			957.5			59.7			2,511.8
As of September 30, 2017	$	16,380.1		$	8,837.4		$	1,328.3		$	26,545.8		62	%	33	%	5	%	100	%
As of June 30, 2019																					$	13,844.3		$	6,309.5		$	1,097.0		$	21,250.8		65	%	30	%	5	%	100	%
Average AUM for period	$	17,917.8		$	9,948.0		$	1,316.9		$	29,182.7										$	13,661.0		$	6,048.8		$	1,111.5		$	20,821.3

As of December 31, 2015	$	22,442.4		$	11,828.4		$	1,171.4		$	35,442.2		64	%	33	%	3	%	100	%
As of December 31, 2017																					$	15,666.6		$	8,120.6		$	1,326.0		$	25,113.2		63	%	32	%	5	%	100	%
Gross client inflows ⁽¹⁾	2,571.2			972.1			286.7			3,830.0											891.8			586.7			102.2			1,580.7
Gross client outflows ⁽¹⁾	(4,982.2		)	(4,550.1		)	(340.8		)	(9,873.1		)									(1,821.0		)	(1,843.2		)	(246.8		)	(3,911.0		)
Acquired assets	—			2,719.8			174.5			2,894.3
Acquired/(disposed) assets																					—			(251.6		)	—			(251.6		)
Market appreciation/(depreciation) & other ⁽²⁾	1,517.5			954.6			53.0			2,525.1											240.5			58.9			7.0			306.4
As of September 30, 2016	$	21,548.9		$	11,924.8		$	1,344.8		$	34,818.5		62	%	34	%	4	%	100	%
As of June 30, 2018																					$	14,977.9		$	6,671.4		$	1,188.4		$	22,837.7		66	%	29	%	5	%	100	%
Average AUM for period	$	21,840.7		$	12,167.4		$	1,300.1		$	35,308.2										$	15,216.4		$	7,262.9		$	1,248.5		$	23,727.8

________________________


(1)	Transfers of client assets between portfolios are included in gross client inflows and gross client outflows.


(2)	Market appreciation/(depreciation) and other includes investment gains/(losses) on assets under management, the impact of changes in foreign exchange rates and net flows from non-sales related activities including net reinvested dividends.

The following table summarizes the annualized returns for several of our key investment strategies and ~~the~~ relative ~~performance of the industry benchmark over the periods indicated.~~benchmarks. Since inception and over long-term periods, we believe these strategies have earned attractive returns on both an absolute and relative basis. We recognize, however that some key strategies have mixed track records over the past several years. These strategies are used across separate account, mutual fund and collective investment trust vehicles, and represent approximately ~~80%~~76% of our AUM as of ~~September~~June 30, ~~2017.~~2019.


Key Strategies	AUM as of September 30, 2017 (in millions)		Inception Date	Annualized Returns as of September 30, 2017 (3)						AUM as of June 30, 2019 (in millions)		Inception Date	Annualized Returns as of June 30, 2019 (2)
Key Strategies	AUM as of September 30, 2017 (in millions)		Inception Date	One Year	Three Year	Five Year	Ten Year	Market Cycle (1)	Inception	AUM as of June 30, 2019 (in millions)		Inception Date	One Year	Three Year	Five Year	Ten Year	Inception
Long-Term Growth (30%-80% Equity Exposure)	$	7,440.5	1/1/1973	8.8%	4.4%	7.2%	4.7%	6.5%	9.6%	$	5,790.0	1/1/1973	6.2%	7.6%	4.1%	8.4%	9.4%
Blended Benchmark: 55% S&P 500 Total Return / 45% Bloomberg Barclays Government/Credit Bond				9.9%	7.3%	8.7%	6.4%	5.4%	9.3%
Blended Index (3)													7.8%	8.2%	5.9%	8.8%	8.8%
Core Non-U.S. Equity	$	4,242.2	10/1/1996	14.4%	3.6%	6.0%	1.6%	5.9%	7.7%	$	2,076.5	10/1/1996	0.9%	6.6%	0.3%	5.8%	7.2%
Benchmark: ACWIxUS Index				19.6%	4.7%	7.0%	1.3%	3.8%	5.4%				1.3%	9.4%	2.2%	6.5%	5.1%
Growth with Reduced Volatility (20%-60% Equity Exposure)	$	3,322.9	1/1/1973	6.5%	3.4%	5.5%	4.2%	5.9%	8.8%	$	2,625.0	1/1/1973	5.9%	6.0%	3.4%	6.9%	8.7%
Blended Benchmark: 40% S&P 500 Total Return / 60% Bloomberg Barclays Government/Credit Bond				7.1%	6.1%	6.9%	5.9%	5.4%	8.8%
Blended Index (4)													8.0%	6.6%	5.2%	7.6%	8.4%
Equity-Oriented (70%-100% Equity Exposure)	$	1,513.4	1/1/1993	12.8%	5.6%	9.6%	4.9%	6.9%	10.0%	$	1,537.9	1/1/1993	7.0%	11.5%	6.0%	10.7%	9.9%
Blended Benchmark: 65% Russell 3000® / 20% ACWIxUS / 15% Bloomberg Barclays U.S. Aggregate Bond				16.0%	8.4%	11.0%	6.0%	5.3%	8.6%
Blended Benchmark: 65% Russell 3000 / 20% ACWIxUS/ 15% Bloomberg Barclays U.S. Aggregate Bond													7.5%	11.4%	7.6%	11.5%	8.6%
Equity-Focused Blend (50%-90% Equity Exposure)	$	1,130.9	4/1/2000	10.4%	5.0%	8.2%	4.9%	7.0%	7.0%	$	963.8	4/1/2000	6.7%	8.9%	4.7%	9.3%	7.0%
Blended Benchmark: 53% Russell 3000/ 17% ACWIxUS/ 30% Bloomberg Barclays U.S. Aggregate Bond				13.0%	7.4%	9.4%	5.8%	5.4%	5.4%
Blended Benchmark: 53% Russell 3000 / 20% ACWIxUS/ 30% Bloomberg Barclays U.S. Aggregate Bond													7.7%	9.8%	6.8%	10.2%	5.5%
Core Equity-Unrestricted (90%-100% Equity Exposure)	$	951.1	1/1/1995	14.8%	6.1%	11.4%	5.9%	7.7%	11.1%	$	626.1	1/1/1995	7.8%	13.5%	7.1%	12.1%	11.1%
Blended Benchmark: 80% Russell 3000® / 20% ACWIxUS				19.0%	9.6%	12.8%	6.4%	5.1%	9.1%
Blended Benchmark: 80% Russell 3000 / 20% ACWIxUS													7.5%	13.1%	8.6%	13.1%	9.1%
Core U.S. Equity	$	703.4	7/1/2000	16.1%	7.7%	12.5%	6.4%	N/A ⁽²⁾	7.5%	$	438.9	7/1/2000	9.4%	15.3%	8.7%	12.8%	8.1%
Benchmark: Russell 3000® Index				18.7%	10.7%	14.2%	7.6%	N/A ⁽²⁾	5.7%
Benchmark: Russell 3000													9.0%	14.0%	10.2%	14.7%	6.1%
Conservative Growth (5%-35% Equity Exposure)	$	538.8	4/1/1992	3.6%	2.4%	3.3%	3.8%	5.2%	6.0%	$	470.1	4/1/1992	5.5%	4.0%	2.5%	4.9%	5.9%
Blended Benchmark:15% Russell 3000/ 5% ACWIxUS/ 80% Bloomberg Barclays U.S. Intermediate Aggregate Bond				3.8%	3.7%	3.9%	4.5%	5.0%	6.2%
Blended Benchmark: 15% Russell 3000 / 5% ACWIxUS / 80% Bloomberg Barclays U.S. Intermediate Aggregate Bond													7.1%	4.3%	3.7%	5.3%	6.1%
Aggregate Fixed Income	$	495.8	1/1/1984	0.3%	2.3%	1.8%	4.3%	4.9%	7.3%	$	217.9	1/1/1984	7.4%	2.3%	2.6%	3.8%	7.1%
Benchmark: Bloomberg Barclays U.S. Aggregate Bond				0.1%	2.7%	2.1%	4.3%	5.1%	7.2%				7.9%	2.3%	3.0%	3.9%	7.1%
Rainier International Small Cap	$	629.5	3/28/2012	22.1%	13.2%	15.3%	N/A ⁽²⁾	N/A ⁽²⁾	15.4%	$	854.4	3/28/2012	(5.0)%	9.4%	6.8%	N/A ⁽¹⁾	11.8%
Benchmark: MSCI ACWIxUS Small Cap Index				19.2%	8.1%	9.7%	N/A ⁽²⁾	N/A ⁽²⁾	6%				(5.9)%	7.8%	2.8%	N/A ⁽¹⁾	6.0%
Disciplined Value	$	372.4	11/1/2003	15.9%	9%	12.0%	8.2%	N/A ⁽²⁾	10.8%	$	480.5	11/1/2003	9.4%	12.1%	8.8%	12.7%	10.6%
Benchmark: Russell 1000 Value				15.1%	8.5%	13.2%	5.9%	N/A ⁽²⁾	8.4%				8.5%	10.2%	7.5%	13.2%	8.3%

__________________________

(1)

The market cycle performance numbers are calculated from April 1, 2000 to September 30, 2017. We believe that a full market cycle time period should contain a wide range of market conditions and usually consists of a bear market, recovery and bull market stage. Our definition of the current market cycle includes the bear market that began with an abrupt decline in the technology sector (4/1/2000 - 9/30/2002), the subsequent failed recovery (10/1/2002 - 10/31/2007), the financial crisis bear market (11/1/2007 - 2/28/2009), and the current bull market (3/1/2009 - current). The period utilized in our current market cycle may differ from periods used by other investment managers.


~~(2)~~	Performance not available given the product's inception date.


~~(3)~~(2)	Key investment strategy returns are presented net of fees. Benchmark returns do not reflect any fees or expenses.

(3)

Benchmark shown uses the 55/45 Blended Index from 01/01/1973-12/31/1987 and the 40/15/45 Blended Index from 01/01/1988-12/31/2018. The 55/45 Blended Index is represented by 55% S&P 500 Total Return Index ("S&P 500") and 45% Bloomberg Barclays U.S. Government/Credit Bond Index ("BGCB"). The 40/15/45 Blended Index is 40% Russell 3000 Index ("Russel 3000"), 15% MSCI ACWI ex USA Index ("ACWxUS"), and 45% Bloomberg Barclays U.S. Aggregate Bond Index ("BAB").


(4)	Benchmark shown uses the 40/60 Blended Index from 01/01/1973-12/31/1987 and the 30/10/60 Blended Index from 01/01/1988-12/31/2018. The 40/60 Blended Index is represented by 40% S&P 500 and 60% BGCB. The 30/10/60 Blended Index is represented by 30% Russell 3000, 10% ACWxUS, and 60% BAB.

Revenue

Our revenues primarily consist of investment management fees earned from managing our clients’ AUM. We earn our investment management fees as a percentage of our clients’ AUM either as of a specified date or on a daily basis. Our investment management fees can fluctuate based on the average fee rate for our investment management products, which are affected by the composition of our AUM among various portfolios and investment vehicles.

~~The Company serves~~We serve as the investment adviser for Manning & Napier Fund, Inc., ~~Rainier Investment Management Mutual Funds,~~ Exeter Trust Company Collective Investment Trusts and Rainier Multiple Investment Trust. The mutual funds are open-end mutual funds that primarily offer no-load share classes designed to meet the needs of a range of institutional and other investors. Exeter Trust Company, an affiliated New Hampshire-chartered trust company and Rainier Multiple Investment Trust sponsor collective investment trusts for qualified retirement plans, including 401(k) plans. These mutual funds and collective investment trusts comprised $~~9.2~~6.4 billion, or ~~35%~~30%, of our AUM as of ~~September~~June 30, ~~2017~~2019. MNA and Rainier also serve as the investment advisor to all of our separately managed accounts, managing $~~17.4~~14.8 billion, or ~~65%~~70%, of our AUM as of ~~September~~June 30, ~~2017~~2019, including assets managed as a sub-advisor to pooled investment vehicles. For the period ended ~~September~~June 30, ~~2017~~2019 approximately ~~97%~~99% of our revenue was earned from clients located in the United States.

~~In response~~We earn distribution and servicing fees for providing services to ~~industry trends~~our affiliated mutual funds. Revenue is computed and ~~increasing fee pressure from passive strategies offered~~earned daily based on a percentage of AUM.

We earn custodial service fees for administrative and safeguarding services performed by ~~our competitors~~Exeter Trust Company. Fees are calculated as ~~well as~~a percentage of the ~~anticipated impact~~client's market value with additional fees for certain transactions.

During the first quarter of ~~regulatory changes, management is in~~2019, we completed the ~~midst of an~~ effort to restructure fees ~~across~~for many of our mutual fund ~~product set. We anticipate that the majority of the financial~~and collective trust vehicles. The impacts ~~including reduced management fees and distribution and servicing charges, will occur in the first half of 2018 and the impact~~ on our overall revenue margins ~~will vary depending on the business mix at the time of the fee change. Given the overall pressure on fees that all active managers~~and operating expenses are ~~facing, we believe that bringing our fund fees to a more competitive level will enhance our ability to attract additional assets~~described below in the ~~future.~~discussion of results for the three and six month periods ending June 30, 2019.

Operating Expenses

Our largest operating expenses are employee compensation and related costs, and to a lesser degree distribution, servicing and custody expenses, discussed further below, with a significant portion of these expenses varying in a direct relationship to our absolute and relative investment management performance, as well as AUM and revenues. We review our operating expenses in relation to the investment market environment and changes in our revenues. However, we are generally willing to make expenditures as necessary even when faced with declining rates of growth in revenues in order to support our investment products, our client service levels, strategic initiatives and our long-term value.

Compensation and related costs. Employee compensation and related costs represent our largest expense, including employee salaries and benefits, incentive compensation to investment and sales professionals, ~~and equity-based~~ compensation issued under our long-term incentive plan as well as equity ~~compensation plan.~~compensation. These costs are affected by changes in the employee headcount, the mix of existing job descriptions, competitive factors, the addition of new skill sets and variations in the level of our AUM and ~~revenues, changes in our stock price reflected in our share-based compensation and/or the number of awards issued.~~revenues. In addition, these costs are impacted by the amount of compensation granted under our equity plan and the amount of deferred cash awards granted under our long-term incentive plan. Incentive compensation for our research team considers the cumulative impact of both absolute and relative investment performance over ~~the trailing one-, two- and three-year~~historical time periods, with more weight placed on the recent periods. As such, incentive compensation paid to our research team will vary, in part, based on absolute and relative investment performance.

Distribution, servicing and custody expenses. Distribution, servicing and custody expense represent amounts paid to various ~~platforms that distribute our mutual funds~~intermediaries for distribution, shareholder servicing, administrative servicing and ~~collective trust funds, as well as costs for~~ custodial ~~services, shareholder services, and 12b-1 distribution.~~services. These expenses generally increase or decrease in line with changes in our mutual fund and collective investment trust AUM or services performed by these intermediaries. During the first quarter of 2019, we completed the effort of restructuring fees across our mutual funds that began in 2017. Given the overall pressure on fees that all active managers are facing, we believe that bringing our fund fees to a more competitive level will enhance our ability to attract additional assets in the future. The financial impacts will include a reduction in the management fees on our existing business, as well as an offsetting reduction in related distribution, servicing and custody expenses.

Other operating costs. Other operating costs include accounting, legal and other professional service fees, occupancy and facility costs, travel and entertainment expenses, insurance, market data service expenses and all other miscellaneous costs associated with managing the day-to-day operations of our business.

Non-Operating Income (Loss)

Non-operating income (loss) includes interest expense, interest and dividend income, changes in liability under the tax receivable agreement ("TRA") entered into between Manning & Napier and the other holders of Class A units of Manning & Napier Group, gains (losses) related to investment securities sales and changes in values of those investment securities designated as ~~trading and equity method investments.~~trading.

We expect the interest and investment components of non-operating income (loss) to fluctuate based on market conditions, the performance of our investments and the overall amount of our investments held by the Company to provide initial cash seeding for product development purposes and short-term investment for cash management opportunities.

Provision for Income Taxes

The Company is comprised of entities that have elected to be treated as either a limited liability company ("LLC") or a "C-Corporation". As such, the entities functioning as ~~LLC's~~LLCs are not liable for or able to benefit from U.S. federal or most state and local income taxes on their earnings, and their earnings (losses) will be included in the personal income tax returns of each entity's unit holders. The entities functioning as C-Corporations are liable for or able to benefit from U.S. federal and state and local income taxes on their earnings and losses, respectively.

Noncontrolling Interests

Manning & Napier, Inc. holds an economic interest of approximately ~~17.8%~~18.9% in Manning & Napier Group as of ~~September~~June 30, ~~2017~~2019 but, as managing member, controls all of the business and affairs of Manning & Napier Group. As a result, the Company consolidates the financial results of Manning & Napier Group and records a noncontrolling interest in our consolidated financial statements. Net income attributable to noncontrolling interests on the consolidated statements of operations represents the portion of earnings attributable to the economic interest in Manning & Napier Group held by the noncontrolling interests.

Critical Accounting Policies and Estimates

~~There have been no significant changes in our~~Our critical accounting policies and estimates ~~from those that were~~are disclosed in our Annual Report on Form 10-K for the year ended December 31, ~~2016~~2018. Changes to our accounting policies as a result of adopting Topic 842 are discussed under "Leases" of Note 2, "Summary of Significant Accounting Policies" and under "Adoption of ASU 2016-02, Leases (Topic 842)" of Note 8, "Leases" to the Consolidated Financial Statements included in Item 1 of Part I of this Quarterly Report on Form 10-Q.

On June 28, 2019, through our wholly-owned subsidiary Manning & Napier Group, we entered into an agreement to sell all of the equity interests in our wholly-owned subsidiary, PPI, as discussed under "Assets and Liabilities Held for Sale" of Note 2 and under "Sale of Subsidiary" of Note 13 to the Consolidated Financial Statements included in Item 1 of Part I of this Quarterly Report on Form 10-Q. This transaction does not meet the U.S. GAAP criteria to be reported as a discontinued operation, as it does not represent a strategic shift.

This management’s discussion and analysis should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2016~~2018 together with the consolidated financial statements and related notes and the other financial information that appear elsewhere in this report.

Recent Accounting Pronouncements

See Note 2, "Summary of Significant Accounting Policies - ~~Recent~~Recently Adopted Accounting Pronouncements" and "Recent Accounting Pronouncements Not Yet Adopted" to the Consolidated Financial Statements included in Item 1 of Part I of this Quarterly Report on Form 10-Q for additional information.

Three Months Ended ~~September~~June 30, ~~2017~~2019 Compared to Three Months Ended ~~September~~June 30, ~~2016~~2018

Assets Under Management

The following table reflects changes in our AUM for the three months ended ~~September~~June 30, ~~2017~~2019 and ~~2016~~2018:

Three months ended September 30, Period-to-Period
2017 2016 $ %
(in millions)
Separately managed accounts
Beginning assets under management $ 17,714.9
$ 20,585.0
$ (2,870.1 ) (14 )%
Gross client inflows ⁽¹⁾
407.2
374.6
32.6
9 %
Gross client outflows ⁽¹⁾
(1,383.4 ) (1,226.0 ) (157.4 ) 13 %
Market appreciation (depreciation) & other ⁽²⁾
621.6
803.4
(181.8 ) (23 )%
Ending assets under management $ 17,360.3
$ 20,537.0
$ (3,176.7 ) (15 )%
Mutual funds and collective investment trusts
Beginning assets under management $ 9,360.6
$ 15,131.2
$ (5,770.6 ) (38 )%
Gross client inflows ⁽¹⁾
393.4
752.2
(358.8 ) (48 )%
Gross client outflows ⁽¹⁾
(928.2 ) (2,163.2 ) 1,235.0
(57 )%
Market appreciation (depreciation) & other ⁽²⁾
359.7
561.3
(201.6 ) (36 )%
Ending assets under management $ 9,185.5
$ 14,281.5
$ (5,096.0 ) (36 )%
Total assets under management
Beginning assets under management $ 27,075.5
$ 35,716.2
$ (8,640.7 ) (24 )%
Gross client inflows ⁽¹⁾
800.6
1,126.8
(326.2 ) (29 )%
Gross client outflows ⁽¹⁾
(2,311.6 ) (3,389.2 ) 1,077.6
(32 )%
Market appreciation (depreciation) & other ⁽²⁾
981.3
1,364.7
(383.4 ) (28 )%
Ending assets under management $ 26,545.8
$ 34,818.5
$ (8,272.7 ) (24 )%

~~________________________~~


~~(1)~~	~~Transfers of client assets between portfolios are included in gross client inflows and gross client outflows.~~


~~(2)~~	Market appreciation/(depreciation) and other includes investment gains/(losses) on assets under management, the impact of changes in foreign exchange rates and net flows from non-sales related activities including net reinvested dividends.

Our total AUM decreased by $8.3 billion from $34.8 billion at September 30, 2016 to $26.5 billion at September 30, 2017. The decrease was attributable to net client outflows of $11.1 billion, partially offset by market appreciation of $2.8 billion. Net client outflows consisted of approximately $4.9 billion of net outflows for separate accounts and $6.2 billion for mutual funds and collective investment trusts. By portfolio, the rates of change in AUM from September 30, 2016 to September 30, 2017 consisted of a $3.1 billion, or 26% decrease in our equity portfolio, a $5.2 billion, or 24% decrease in our blended asset portfolio, and a decrease of $16.5 million, or 1% in our fixed income portfolio.

We attribute our net cash outflows to our challenging investment returns, whereby our one, three, and five year annualized returns for many of our key investment strategies have trailed their related benchmarks in recent years and increased competition from lower fee passive investment products. Our ability to improve cash flows going forward will depend on our ability to sustain improved investment performance and execute on our strategic initiatives focused on gathering and retaining client assets.

The total AUM decrease of $0.5 billion, to $26.5 billion at September 30, 2017 from $27.1 billion at June 30, 2017 was attributable to net client cash outflows of $1.5 billion, partially offset by market appreciation of $1.0 billion. Our separate accounts and mutual fund and collective investment trust vehicles had net client outflows of approximately $1.0 billion and $0.5 billion, respectively. The blended investment gain was 4% in separately managed accounts and 4% in mutual funds and collective investment trusts. By portfolio, our AUM decreased by $0.2 billion in our blended asset portfolio and $0.3 billion in our equity portfolio, and increased by $39.1 million in our fixed income portfolio.

As of September 30, 2017, the composition of our AUM was 65% in separate accounts and 35% in mutual funds and collective investment trusts, compared to 59% in separate accounts and 41% in mutual funds and collective investment trusts at September 30, 2016. The composition of our AUM across portfolios at September 30, 2017 was 62% in blended assets, 33% in equity, and 5% in fixed income, compared to 62% in blended assets, 34% in equity, and 4% in fixed income at September 30, 2016.

With regard to our separate accounts, gross client inflows of $0.4 billion were offset by approximately $1.4 billion of gross client outflows during the three months ended September 30, 2017. The $0.4 billion gross client inflows include approximately $0.2 billion into our blended asset portfolio and $0.2 billion into our equity portfolio. During the three months ended September 30, 2017, 75% of our separate account gross client inflows were derived from our Direct Channel. With regard to gross client outflows, cancellations were approximately $0.5 billion and withdrawals from existing accounts were approximately $0.9 billion. Outflows during the second quarter were 46%, 48% and 6% from blended, equity and fixed income portfolios, respectively. Our separate account clients redeemed assets at a rate of 31% during the quarter, compared to a 33% redemption rate over the trailing twelve months ended September 30, 2017. The annualized separate account retention rate was 89% for the three months ended September 30, 2017 compared to 82% for the rolling twelve months ended September 30, 2017.

Net client outflows of $0.5 billion from our mutual fund and collective investment trusts included gross client inflows of $0.4 billion, offset by gross client outflows of $0.9 billion during the three months ended September 30, 2017. Gross client inflows into our blended asset life cycle vehicles, including both risk based and target date strategies, represented $0.3 billion, or 73%, of mutual fund and collective trust fund gross client inflows during the three months ended September 30, 2017. With regard to gross client outflows, $0.6 billion, or 61%, of mutual fund and collective investment trust gross client outflows were from blended asset mutual fund and collective trust products.

~~The following table sets forth our results of operations and related data for the three months ended September 30, 2017 and 2016:~~

Three months ended September 30, Period-to-Period
2017 2016 $ %
(in thousands, except share data)
Revenues
Investment management services revenue $ 48,838
$ 63,305
$ (14,467 ) (23 )%
Expenses
Compensation and related costs 22,287
24,627
(2,340 ) (10 )%
Distribution, servicing and custody expenses 6,920
8,798
(1,878 ) (21 )%
Other operating costs 7,887
8,188
(301 ) (4 )%
Total operating expenses 37,094
41,613
(4,519 ) (11 )%
Operating income 11,744
21,692
(9,948 ) (46 )%
Non-operating income (loss)
Non-operating income (loss), net 847
(142 ) 989
*
Income before provision for income taxes 12,591
21,550
(8,959 ) (42 )%
Provision for income taxes 739
1,565
(826 ) (53 )%
Net income attributable to controlling and noncontrolling interests 11,852
19,985
(8,133 ) (41 )%
Less: net income attributable to noncontrolling interests 10,331
17,727
(7,396 ) (42 )%
Net income attributable to Manning & Napier, Inc. $ 1,521
$ 2,258
$ (737 ) (33 )%
Per Share Data
Net income per share available to Class A common stock
Basic $ 0.10
$ 0.15

Diluted $ 0.10
$ 0.15

Weighted average shares of Class A common stock outstanding
Basic 14,249,347
14,042,880

Diluted 78,210,019
14,175,321

Cash dividends declared per share of Class A common stock $ 0.08
$ 0.16

Other financial and operating data
Economic net income ⁽¹⁾
$ 7,681
$ 13,361
$ (5,680 ) (43 )%
Economic net income per adjusted share ⁽¹⁾
$ 0.10
$ 0.16

Weighted average adjusted Class A common stock outstanding ⁽¹⁾
79,060,711
81,171,115

~~_______________________~~


~~(*)~~	~~Percentage change not meaningful~~


~~(1)~~	See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Supplemental Non-GAAP Financial Information” for Manning & Napier’s reasons for including these non-GAAP measures in this report in addition to a reconciliation of non-GAAP financial measures to GAAP measures for the periods indicated.

~~Revenues~~

Our investment management services revenue decreased by $14.5 million, or 23%, to $48.8 million for the three months ended September 30, 2017 from $63.3 million for the three months ended September 30, 2016. This decrease is driven primarily by an $8.4 billion, or 24%, decrease in our average AUM to $27.0 billion for the three months ended September 30, 2017 from $35.4 billion for the three months ended September 30, 2016. Average AUM decreased as a result of net client outflows of $11.1 billion, partially offset by market appreciation of $2.8 billion during the rolling twelve months ended September 30, 2017. By portfolio, our AUM decreases were concentrated in our equity and blended asset portfolios, which decreased by 26% and 24%, respectively, compared to September 30, 2016. The outflows were largely attributable to challenging portfolio performance relative to benchmarks and increased competition as a result of an industry shift to lower fee passive investment products.

Our average separately managed account fee for the three months ended September 30, 2017 remained consistent at 0.62% when compared to the three months ended September 30, 2016. For the three months ended September 30, 2017 and 2016, separately managed account standard fees ranged from 0.15% to 1.25% depending on investment objective and account size. As of September 30, 2017, the concentration of investments in our separately managed account assets was 62% blended assets, 31% equity and 7% fixed income, compared to 58% blended assets, 36% equity and 6% fixed income as of September 30, 2016.

Our average fee on mutual fund and collective investment trust products increased to 0.85% for the three months ended September 30, 2017 from 0.77% for the three months ended September 30, 2016. This increase was primarily due to a single retirement plan relationship which redeemed approximately $2.5 billion during the second quarter of 2017 where the fees were lower than those associated with the remaining population of mutual fund and collective AUM. The management fees earned on our mutual fund and collective investment trust management fees ranged from 0.14% to 1.00%, depending on investment strategy, for the three months ended September 30, 2017 and 2016. As of September 30, 2017, the concentration of assets in our mutual fund and collective investment trusts was 62% blended assets, 37% equity and 1% fixed income, compared to 68% blended assets, 31% equity and 1% fixed income as of September 30, 2016.

~~Operating Expenses~~

~~Our operating expenses decreased by $4.5 million, or 11%, to $37.1 million for the three months ended September 30, 2017 from $41.6 million for the three months ended September 30, 2016.~~

Compensation and related costs decreased by $2.3 million, or 10%, to $22.3 million for the three months ended September 30, 2017 from $24.6 million for the three months ended September 30, 2016. This decrease was driven by lower variable incentive costs as a result of the reduction in AUM, coupled with a reduction in our average overall workforce of 7% compared to the three months ended September 30, 2016. When considered as a percentage of revenue, compensation and related costs for the three months ended September 30, 2017 was 46% compared to 39% for the three months ended September 30, 2016. We anticipate that our compensation ratio as a percentage of revenue will remain elevated in the near term compared to prior periods.

Distribution, servicing and custody expenses decreased by $1.9 million, or 21%, to $6.9 million for the three months ended September 30, 2017 from $8.8 million for the three months ended September 30, 2016. The decrease was generally driven by a 37% decrease in mutual fund and collective investment trust average AUM for the three months ended September 30, 2017 compared to the three months ended September 30, 2016. The percentage decrease in AUM exceeds the percentage decrease in expense since 2017 redemptions have been concentrated in those relationships where we do not have distribution and servicing obligations. Specifically, we had a single retirement plan relationship which redeemed approximately $2.5 billion during the second quarter of 2017 where there was no associated distribution obligation. As a percentage of mutual fund and collective investment trust average AUM, distribution, servicing and custody expense was 0.30% for the three months ended September 30, 2017, compared to 0.24% for the three months ended September 30, 2016.

Other operating costs for the three months ended September 30, 2017 was $7.9 million, compared to $8.2 million for the three months ended September 30, 2016. Included in other operating costs for the three months ended September 30, 2017 were certain one-time costs, including those associated with the adoption of the Rainier International Discovery Fund onto the Manning & Napier fund platform and the mutual fund fee restructure. As a percentage of revenue, other operating costs was 16% for the three months ended September 30, 2017 and 13% for the three months ended September 30, 2016.

~~Non-Operating Income (Loss)~~

Non-operating income for the three months ended September 30, 2017 was $0.8 million, compared to net loss of $0.1 million for the three months ended September 30, 2016. Included within non-operating income (loss) for the three months ended September 30, 2017 and 2016 was $0.7 million of net gains and $0.1 million of net losses, respectively, on investments held by us to provide initial cash seeding for product development purposes. Interest expense for the three months ended September 30, 2017 decreased by approximately $0.1 million compared to the three months ended September 30, 2016, driven by the termination of our credit facility in early 2017 and the unused commitment fee on our credit facility paid in 2016.

~~Provision for Income Taxes~~

Our tax provision decreased by $0.8 million to $0.7 million for the three months ended September 30, 2017 from $1.6 million for the three months ended September 30, 2016. The change was primarily driven by a decrease in taxable earnings compared to the prior year.

~~Nine Months Ended September 30, 2017 Compared to Nine Months Ended September 30, 2016~~

~~Assets Under Management~~

~~The following table reflects changes in our AUM for the nine months ended September 30, 2017 and 2016:~~


	Nine months ended September 30,						Period-to-Period					Three months ended June 30,						Period-to-Period
	2017			2016			$			%		2019			2018			$			%
	(in millions)											(in millions)
Separately managed accounts
Beginning assets under management	$	18,801.9		$	20,735.4		$	(1,933.5	)	(9	)%	$	14,667.2		$	15,960.1		$	(1,292.9	)	(8	)%
Gross client inflows ⁽¹⁾	1,384.3			1,295.9			88.4			7	%	301.2			331.1			(29.9		)	(9	)%
Gross client outflows ⁽¹⁾	(5,223.1		)	(4,178.4		)	(1,044.7		)	25	%	(613.2		)	(899.7		)	286.5			(32	)%
Acquired assets	—			1,234.2			(1,234.2		)	*
Market appreciation (depreciation) & other ⁽²⁾	2,397.2			1,449.9			947.3			65	%	458.9			214.4			244.5			*
Ending assets under management	$	17,360.3		$	20,537.0		$	(3,176.7	)	(15	)%	$	14,814.1		$	15,605.9		$	(791.8	)	(5	)%
Average AUM for period												$	14,647.1		$	15,689.8
Mutual funds and collective investment trusts
Beginning assets under management	$	12,881.1		$	14,706.8		$	(1,825.7	)	(12	)%	$	6,470.6		$	7,473.4		$	(1,002.8	)	(13	)%
Gross client inflows ⁽¹⁾	1,554.4			2,534.1			(979.7		)	(39	)%	249.2			349.7			(100.5		)	(29	)%
Gross client outflows ⁽¹⁾	(6,807.8		)	(5,694.7		)	(1,113.1		)	20	%	(509.6		)	(654.5		)	144.9			(22	)%
Acquired assets	—			1,660.1			(1,660.1		)	*
Market appreciation (depreciation) & other ⁽²⁾	1,557.8			1,075.2			482.6			45	%	226.5			63.2			163.3			*
Ending assets under management	$	9,185.5		$	14,281.5		$	(5,096.0	)	(36	)%	$	6,436.7		$	7,231.8		$	(795.1	)	(11	)%
Average AUM for period												$	6,383.4		$	7,394.2
Total assets under management
Beginning assets under management	$	31,683.0		$	35,442.2		$	(3,759.2	)	(11	)%	$	21,137.8		$	23,433.5		$	(2,295.7	)	(10	)%
Gross client inflows ⁽¹⁾	2,938.7			3,830.0			(891.3		)	(23	)%	550.4			680.8			(130.4		)	(19	)%
Gross client outflows ⁽¹⁾	(12,030.9		)	(9,873.1		)	(2,157.8		)	22	%	(1,122.8		)	(1,554.2		)	431.4			(28	)%
Acquired assets	—			2,894.3			(2,894.3		)	*
Market appreciation (depreciation) & other ⁽²⁾	3,955.0			2,525.1			1,429.9			57	%	685.4			277.6			407.8			*
Ending assets under management	$	26,545.8		$	34,818.5		$	(8,272.7	)	(24	)%	$	21,250.8		$	22,837.7		$	(1,586.9	)	(7	)%
Average AUM for period												$	21,030.5		$	23,084.0

________________________


(*)	Percentage change not ~~meaningful~~meaningful.


(1)	Transfers of client assets between portfolios are included in gross client inflows and gross client outflows.


(2)	Market appreciation/(depreciation) and other includes investment gains/(losses) on assets under management, the impact of changes in foreign exchange rates and net flows from non-sales related activities including net reinvested dividends.

Our total AUM decreased by ~~$8.3~~$1.6 billion from ~~$34.8~~$22.8 billion at ~~September~~June 30, ~~2016~~2018 to ~~$26.5~~$21.3 billion at ~~September~~June 30, ~~2017.~~2019. The decrease was attributable to net client outflows of ~~$11.1~~$2.7 billion, partially offset by market appreciation of ~~$2.8~~$1.1 billion. Net client outflows consisted of approximately ~~$4.9~~$1.6 billion of net outflows for separate accounts and ~~$6.2~~$1.0 billion for mutual funds and collective investment trusts. WeBy portfolio, the rates of change in AUM from June 30, 2018 to June 30, 2019 consisted of a $0.4 billion, or 5% decrease in our equity portfolio, a $1.1 billion, or 8% decrease in our blended asset portfolio, and a decrease of $91.4 million, or 8% in our fixed income portfolio.

While many of our key strategies achieved recent competitive relative returns, we attribute our net cash outflows during the three months ended June 30, 2019 in part to ~~our~~ challenging ~~investment returns, whereby our one,~~ three and five year annualized returns in many of the strategies included in our blended asset and equity portfolios. We have experienced a decrease in the overall rate of outflows with gross outflows of approximately $1.1 billion during the quarter ended June 30, 2019, a 28% improvement from the quarter ended June 30, 2018. Gross outflows annualized as a percentage of our AUM, or turnover rate, for ~~many~~the three months ended June 30, 2019 was 21%. These outflow rates are more in line with the low-to-mid 20% range that we experienced prior to the difficult performance periods in 2014 and 2016. Starting in 2015 as performance headwinds increased, turnover rates increased to the high 30% to low 40% range. We believe the improvement in our turnover rate is further support that our overall servicing efforts, importantly including our value-added advisory services, are effective in supporting long-term relationships.

While we have experienced an improvement in the rate of outflows, the rate of gross client inflows has slowed to approximately $0.6 billion during the three months ended June 30, 2019, a 19% decrease from the quarter ended June 30, 2018. We believe that difficult long-term performance track records in some of our key ~~investment~~ strategies, coupled with the changes in our organization and macro trends towards passive investing have ~~trailed their related benchmarks~~all played a role in ~~recent years~~this trend. We believe that by demonstrating stability in client AUM and ~~increased competition~~in our organization, along with improving long-term track records and modernizing our platform, we will provide a foundation from lower fee passive investment products. Our ability to improve cash flows going forward will depend on our ability to sustain improved investment performance and execute on our strategic initiatives focused on gathering and retaining client assets.which we can grow.

The total AUM ~~decrease~~increase of ~~$5.1~~approximately $0.1 billion, ~~or 16%,~~ to ~~$26.5~~$21.3 billion at ~~September~~June 30, ~~2017~~2019 from ~~$31.7~~$21.1 billion at ~~December~~March 31, ~~2016~~2019 was attributable to market appreciation of $0.7 billion, partially offset by net client cash outflows of ~~$9.1~~$0.6 billion. Net client outflows consisted of approximately $0.3 billion ~~partially offset by market appreciation of $4.0 billion. Included in net client flows during the nine months ended September 30, 2017 were~~for separate accounts while net client outflows in ~~separately managed accounts of approximately $3.8 billion and~~ mutual ~~funds~~fund and collective investment ~~trusts of approximately $5.3~~trust were $0.3 billion. The blended investment gain was ~~12.7%~~3.1% in separately managed accounts and ~~12.1%~~3.5% in mutual funds and collective investment trusts. By portfolio in that period, our ~~net $5.1 billion~~ AUM ~~decrease was derived from a decrease of $3.5 billion, or 18%,~~increased by $9.6 million in our

blended asset portfolio, ~~and $1.6 billion, or 16%,~~$82.3 million in our equity portfolio, ~~offset by an increase of $18.6~~and $21.1 million ~~or 1%,~~ in our fixed income portfolio.

As of ~~September~~June 30, ~~2017,~~2019, the composition of our AUM was ~~65%~~70% in separate accounts and ~~35%~~30% in mutual funds and collective investment trusts, compared to ~~59%~~68% in separate accounts and ~~41%~~32% in mutual funds and collective investment trusts at ~~September~~June 30, ~~2016.~~2018. The composition of our AUM across portfolios at ~~September~~June 30, ~~2017~~2019 was ~~62%~~65% in blended assets, ~~33%~~30% in equity, and 5% in fixed income, compared to ~~62%~~66% in blended assets, ~~34%~~29% in equity, and 4%5% in fixed income at ~~September~~June 30, ~~2016.~~2018.

~~With regard to~~For our separate accounts, gross client inflows of ~~$1.4~~approximately $0.3 billion were offset by ~~approximately $5.2~~$0.6 billion of gross client outflows during the ~~nine~~three months ended ~~September~~June 30, ~~2017.~~2019. The ~~$1.4~~$0.3 billion of gross client inflows ~~included $0.6~~include approximately $0.2 billion into our blended asset ~~portfolios, $0.5~~portfolio and $0.1 billion into our equity ~~portfolios and $0.2 billion into fixed income portfolios.~~portfolio. During the ~~nine~~three months ended ~~September~~June 30, ~~2017, 66%~~2019, 75% of our separate account gross client inflows were derived from our ~~Direct Channel. Gross client inflows were split with 65% contributions from existing accounts and 35% from new relationships. Gross~~direct sales channel. With regard to gross client outflows, cancellations were ~~split with 45%~~approximately $0.2 billion and withdrawals from existing accounts were approximately $0.4 billion. Outflows during the first quarter were 75%, 17% and ~~55% representing client cancellations.~~8% from blended, equity and fixed income portfolios, respectively. Our ~~blended asset and equity portfolios experienced net client outflows of approximately $1.4 billion and $2.4 billion, respectively. In light of challenging relative returns, our~~ separate account clients redeemed assets at a rate of ~~37%~~17% during the ~~nine months ended September 30, 2017,~~quarter, compared to a ~~33%~~20% redemption rate over the trailing twelve months ended ~~September~~June 30, ~~2017. The~~2019. Our annualized separate account retention rate was ~~80%~~94% for the ~~nine~~three months ended ~~September~~June 30, ~~2017, down from 82%~~2019 compared to 91% for the rolling twelve months ended ~~September~~June 30, ~~2017.~~2019.

~~Net~~Gross client inflows of $0.2 billion were offset by gross client outflows of ~~$5.3~~$0.5 billion ~~from~~for our mutual fund and collective investment trusts ~~included gross client inflows of $1.6 billion offset by gross client outflows of $6.8 billion~~ during the ~~nine~~three months ended ~~September~~June 30, ~~2017.~~2019. Gross client inflows into our blended asset life cycle vehicles, including both risk based and target date strategies, represented ~~$1.1~~$0.2 billion, or ~~71%~~61%, of mutual fund and collective trust fund gross client inflows during the ~~nine~~three months ended ~~September~~June 30, ~~2017.~~2019. With regard to gross client outflows, ~~$5.3~~$0.3 billion, or ~~77%~~56%, of mutual fund and collective investment trust gross client outflows were from blended asset mutual fund and collective trust products. ~~A single retirement plan relationship redeemed~~

The following table sets forth our results of operations and related data for the three months ended June 30, 2019 and 2018:



	Three months ended June 30,				Period-to-Period
	2019		2018		$			%
	(in thousands, except share data)
Revenues
Management Fees
Separately managed accounts	$	21,738	$	24,483	$	(2,745	)	(11	)%
Mutual funds and collective investment trusts	7,403		11,030		(3,627		)	(33	)%
Distribution and shareholder servicing	2,566		3,033		(467		)	(15	)%
Custodial services	1,750		1,895		(145		)	(8	)%
Other revenue	837		679		158			23	%
Total revenue	34,294		41,120		(6,826		)	(17	)%
Expenses
Compensation and related costs	20,161		21,689		(1,528		)	(7	)%
Distribution, servicing and custody expenses	3,019		4,502		(1,483		)	(33	)%
Other operating costs	8,639		8,579		60			1	%
Total operating expenses	31,819		34,770		(2,951		)	(8	)%
Operating income	2,475		6,350		(3,875		)	(61	)%
Non-operating income (loss)
Non-operating income (loss), net	1,075		332		743			*
Income before provision for income taxes	3,550		6,682		(3,132		)	(47	)%
Provision for income taxes	331		492		(161		)	(33	)%
Net income attributable to controlling and noncontrolling interests	3,219		6,190		(2,971		)	(48	)%
Less: net income attributable to noncontrolling interests	2,805		5,424		(2,619		)	(48	)%
Net income attributable to Manning & Napier, Inc.	$	414	$	766	$	(352	)	(46	)%
Per Share Data
Net income per share available to Class A common stock
Basic	$	0.03	$	0.05
Diluted	$	0.03	$	0.05
Weighted average shares of Class A common stock outstanding
Basic	15,267,762		14,691,928
Diluted	15,613,939		14,709,403

Other financial and operating data
Economic net income ⁽¹⁾	$	2,520	$	4,629	$	(2,109	)	(46	)%
Economic net income per adjusted share ⁽¹⁾	$	0.03	$	0.06
Weighted average adjusted Class A common stock outstanding⁽¹⁾	79,570,059		78,751,512

_______________________


(*)	Percentage change not meaningful.

(1)

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Supplemental Non-GAAP Financial Information” for Manning & Napier’s reasons for including these measures not calculated in accordance with accounting principles generally accepted in the United States of America ("GAAP") in this report in addition to a reconciliation of non-GAAP financial measures to GAAP measures for the periods indicated.

Revenues

Separately managed account revenue decreased by $2.7 million, or 11%, to $21.7 million for the three months ended June 30, 2019 from $24.5 million for the three months ended June 30, 2018. This decrease is driven primarily by a 7%, or $1.0 billion, decrease in our average separately managed account AUM for the three months ended June 30, 2019 compared to the three months ended June 30, 2018. On an annualized basis, our average separately managed account fee for the three months ended June 30, 2019 decreased slightly to 0.60% when compared to 0.63% for the three months ended June 30, 2018. For both periods our separately managed account standard fees ranged from 0.15% to 1.25% depending on investment objective and account size. As of both June 30, 2019 and June 30, 2018, the concentration of investments in our separately managed account assets were 64% blended assets, 29% equity and 7% fixed income.

Mutual fund and collective investment trust revenue decreased by $3.6 million, or 33%, to $7.4 million for the three months ended June 30, 2019 from $11.0 million for the three months ended June 30, 2018. This decrease is driven primarily by a 14%, or $1.0 billion, decrease in our average mutual fund and collective investment trust AUM for the three months ended June 30, 2019 compared to the three months ended June 30, 2018. In addition, our average fee on mutual fund and collective investment trust products decreased to 0.63% for the three months ended June 30, 2019 from 0.76% for the three months ended June 30, 2018. This decrease was primarily due to the restructuring of our funds that was completed during the first quarter of 2019. Our mutual fund and collective investment trust management fees ranged from 0.14% to 1.00%, depending on investment strategy, for the three months ended June 30, 2019 and 2018. As of June 30, 2019, the concentration of assets in our mutual fund and collective investment trusts was 68% blended assets, 30% equity and 2% fixed income, compared to 68% blended assets, 31% equity and 1% fixed income as of June 30, 2018.

Distribution and shareholder servicing revenue decreased by $0.5 million, or 15%, to $2.6 million for the three months ended June 30, 2019 from $3.0 million for the three months ended June 30, 2018. This decrease was driven by a reduction in mutual fund and collective trust average AUM of 14% for the same period.

Custodial services revenue decreased by $0.1 million, or 8%, to $1.8 million for the three months ended June 30, 2019 from $1.9 million for the three months ended June 30, 2018. The decrease primarily relates to decreases in our collective investment trust AUM.

Operating Expenses

Our operating expenses decreased by $3.0 million, or 8%, to $31.8 million for the three months ended June 30, 2019 from $34.8 million for the three months ended June 30, 2018.

Compensation and related costs decreased by $1.5 million, or 7%, to $20.2 million for the three months ended June 30, 2019 from $21.7 million for the three months ended June 30, 2018. This decrease in the current quarter compared to the second quarter of 2018 was driven by a 16% decrease in average workforce, partially offset by an increase in employee severance costs. When considered as a percentage of revenue, compensation and related costs for the three months ended June 30, 2019 was 59% compared to 53% for the three months ended June 30, 2018. Given the declines in our revenue, we anticipate that our compensation ratio as a percentage of revenue will remain elevated in the near term compared to prior periods.

Distribution, servicing and custody expenses decreased by $1.5 million, or 33%, to $3.0 million for the three months ended June 30, 2019 from $4.5 million for the three months ended June 30, 2018. The decrease was generally driven by a 14% decrease in mutual fund and collective investment trust average AUM for the three months ended June 30, 2019 compared to the three months ended June 30, 2018 as well as the elimination of certain distribution expenses following the restructuring of our mutual fund fees. As a percentage of mutual fund and collective investment trust average AUM, distribution, servicing and custody expense was 0.19% for the three months ended June 30, 2019, compared to 0.24% for the three months ended June 30, 2018.

Other operating costs for the three months ended June 30, 2019 and 2018 were $8.6 million. As a percentage of revenue, other operating costs were 25% for the three months ended June 30, 2019 and 21% for the three months ended June 30, 2018.

Non-Operating Income (Loss)

Non-operating income for the three months ended June 30, 2019 was $1.1 million, an increase of $0.7 million, from non-operating income of $0.3 million for the three months ended June 30, 2018. The following table reflects the components of non-operating income (loss) for the three months ended June 30, 2019 and 2018:



	Three months ended June 30,						Period-to-Period
	2019			2018			$		%
	(in thousands)
Non-operating income (loss)
Interest expense	$	(10	)	$	(21	)	$	11	(52	)%
Interest and dividend income ⁽¹⁾	837			374			463		124	%
Change in liability under tax receivable agreement	—			—			—		—	%
Net gains (losses) on investments ⁽²⁾	248			(21		)	269		*
Total non-operating income	$	1,075		$	332		$	743	*

__________________________


(*)	Percentage change not meaningful.


(1)	The increase in interest and dividend income for the three months ended June 30, 2019 compared to 2018 is attributable to an increase in investments, including U.S. Treasury notes and bills, corporate bonds and other short-term investments to optimize cash management opportunities, coupled with an increase in interest rates.


(2)	Amounts represent net income on investments we held to provide initial cash seeding for product development purposes. The amount varies depending on the performance of our investments and the overall amount of our investments in seeded products.

Provision for Income Taxes

Our provision for income taxes was $0.3 million for the three months ended June 30, 2019, a decrease of approximately ~~$2.5~~$0.2 million from $0.5 million for the three months ended June 30, 2018. The change was primarily driven by a decrease in taxable earnings compared to the prior year period.

Six Months Ended June 30, 2019 Compared to Six Months Ended June 30, 2018

Assets Under Management

The following table reflects changes in our AUM for the six months ended June 30, 2019 and 2018:



	Six months ended June 30,						Period-to-Period
	2019			2018			$			%
	(in millions)
Separately managed accounts
Beginning assets under management	$	13,792.1		$	16,856.6		$	(3,064.5	)	(18	)%
Gross client inflows ⁽¹⁾	617.3			749.7			(132.4		)	(18	)%
Gross client outflows ⁽¹⁾	(1,278.1		)	(2,225.5		)	947.4			(43	)%
Market appreciation (depreciation) & other ⁽²⁾	1,682.8			225.1			1,457.7			*
Ending assets under management	$	14,814.1		$	15,605.9		$	(791.8	)	(5	)%
Average AUM for period	$	14,459.6		$	16,087.8
Mutual funds and collective investment trusts
Beginning assets under management	$	6,371.5		$	8,256.6		$	(1,885.1	)	(23	)%
Gross client inflows ⁽¹⁾	653.8			831.0			(177.2		)	(21	)%
Gross client outflows ⁽¹⁾	(1,417.6		)	(1,685.5		)	267.9			(16	)%
Acquired/(disposed) assets	—			(251.6		)	251.6			*
Market appreciation (depreciation) & other ⁽²⁾	829.0			81.3			747.7			*
Ending assets under management	$	6,436.7		$	7,231.8		$	(795.1	)	(11	)%
Average AUM for period	$	6,361.7		$	7,640.0
Total assets under management
Beginning assets under management	$	20,163.6		$	25,113.2		$	(4,949.6	)	(20	)%
Gross client inflows ⁽¹⁾	1,271.1			1,580.7			(309.6		)	(20	)%
Gross client outflows ⁽¹⁾	(2,695.7		)	(3,911.0		)	1,215.3			(31	)%
Acquired/(disposed) assets	—			(251.6		)	251.6			*
Market appreciation (depreciation) & other ⁽²⁾	2,511.8			306.4			2,205.4			*
Ending assets under management	$	21,250.8		$	22,837.7		$	(1,586.9	)	(7	)%
Average AUM for period	$	20,821.3		$	23,727.8

________________________


(*)	Percentage change not meaningful.


(1)	Transfers of client assets between portfolios are included in gross client inflows and gross client outflows.


(2)	Market appreciation/(depreciation) and other includes investment gains/(losses) on assets under management, the impact of changes in foreign exchange rates and net flows from non-sales related activities including net reinvested dividends.

Our total AUM decreased by $1.6 billion from $22.8 billion at June 30, 2018 to $21.3 billion at June 30, 2019. The decrease was attributable to net client outflows of $2.7 billion, partially offset by market appreciation of $1.1 billion. Net client outflows consisted of approximately $1.6 billion of net outflows for separate accounts and $1.0 billion for mutual funds and collective investment trusts. By portfolio, the rates of change in AUM from June 30, 2018 to June 30, 2019 consisted of a $0.4 billion, or 5% decrease in our equity portfolio, a $1.1 billion, or 8% decrease in our blended asset portfolio, and a decrease of $91.4 million, or 8% in our fixed income portfolio.

While many of our key strategies achieved recent competitive relative returns, we attribute our net cash outflows during the ~~second quarter~~six months ended June 30, 2019 in part to challenging three and five year annualized returns in many of ~~2017.~~the strategies included in our blended asset and equity portfolios. We have experienced a decrease in the overall rate of outflows with gross outflows of approximately $2.7 billion during the six months ended June 30, 2019, a 31% improvement from the same period through June 30, 2018.

While we have experienced an improvement in the rate of outflows, the rate of gross client inflows has slowed to approximately $1.3 billion during the six months ended June 30, 2019, a 20% decrease compared to the same period in 2018. We believe that difficult long-term performance track records in some of our key strategies, coupled with the changes in our organization and macro trends towards passive investing have all played a role in this trend. We believe that by demonstrating stability in client AUM and in our organization, along with improving long-term track records and modernizing our platform, we will provide a foundation from which we can grow.

The total AUM increase of $1.1 billion, or 5%, to $21.3 billion at June 30, 2019 from $20.2 billion at December 31, 2018 was attributable to market appreciation of $2.5 billion, partially offset by net client cash outflows of $1.4 billion. Included in net client flows during the six months ended June 30, 2019 were net client outflows in separately managed accounts of approximately $0.7 billion and mutual funds and collective investment trusts of approximately $0.8 billion. The blended investment gain was 12.2% in separately managed accounts and 13.0% in mutual funds and collective investment trusts. By portfolio, our net $1.1 billion AUM increase was derived from an increase of $0.3 billion, or 2%, in our blended asset portfolio and $0.8 billion, or 15%, in our equity portfolio, offset by a decrease of $32.5 million, or 3%, in our fixed income portfolio.

As of June 30, 2019, the composition of our AUM was 70% in separate accounts and 30% in mutual funds and collective investment trusts, compared to 68% in separate accounts and 32% in mutual funds and collective investment trusts at June 30, 2018. The composition of our AUM across portfolios at June 30, 2019 was 65% in blended assets, 30% in equity, and 5% in fixed income, compared to 66% in blended assets, 29% in equity, and 5% in fixed income at June 30, 2018.

With regard to our separate accounts, gross client inflows of $0.6 billion were offset by approximately $1.3 billion of gross client outflows during the six months ended June 30, 2019. The $0.6 billion of gross client inflows included $0.3 billion into our blended asset portfolios, $0.2 billion into our equity portfolios and $0.1 billion into fixed income portfolios. During the six months ended June 30, 2019, 71% of our separate account gross client inflows were derived from our direct sales channel. Gross client outflows were split with 61% withdrawals from existing accounts and 39% representing client cancellations. Our blended asset portfolio experienced net client outflows of approximately $0.6 billion, while our equity portfolio experienced net client inflows of $22.8 million. In light of challenging relative returns, our separate account clients redeemed assets at a rate of 19% during the six months ended June 30, 2019, compared to a 20% redemption rate over the trailing twelve months ended June 30, 2019. The annualized separate account retention rate was 93% for the six months ended June 30, 2019, up slightly from 91% for the rolling twelve months ended June 30, 2019. We believe the improvement is further support that our overall servicing efforts, importantly including our value-added advisory services, are effective in supporting long-term relationships.

Net client outflows of $0.8 billion from our mutual fund and collective investment trusts included gross client inflows of $0.7 billion offset by gross client outflows of $1.4 billion during the six months ended June 30, 2019. Gross client inflows into our blended asset life cycle vehicles, including both risk based and target date strategies, represented $0.3 billion, or 48%, of mutual fund and collective trust fund gross client inflows during the six months ended June 30, 2019. With regard to gross client outflows, $0.9 billion, or 63%, of mutual fund and collective investment trust gross client outflows were from blended asset mutual fund and collective trust products.

The following table sets forth our results of operations and other data for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019 and ~~2016:~~2018:


	Nine months ended September 30,				Period-to-Period					Six months ended June 30,				Period-to-Period
	2017		2016		$			%		2019		2018		$			%
	(in thousands, except share data)									(in thousands, except share data)
Revenues
Investment management services revenue	$	155,859	$	189,852	$	(33,993	)	(18	)%
Management Fees
Separately managed accounts										$	43,213	$	49,838	$	(6,625	)	(13	)%
Mutual funds and collective investment trusts										15,631		22,010		(6,379		)	(29	)%
Distribution and shareholder servicing										5,190		6,211		(1,021		)	(16	)%
Custodial services										3,495		3,817		(322		)	(8	)%
Other revenue										1,562		1,468		94			6	%
Total revenue										69,091		83,344		(14,253		)	(17	)%
Expenses
Compensation and related costs	67,901		70,973		(3,072		)	(4	)%	41,609		45,462		(3,853		)	(8	)%
Distribution, servicing and custody expenses	21,415		26,590		(5,175		)	(19	)%	6,777		9,283		(2,506		)	(27	)%
Other operating costs	23,099		24,854		(1,755		)	(7	)%	16,946		15,033		1,913			13	%
Total operating expenses	112,415		122,417		(10,002		)	(8	)%	65,332		69,778		(4,446		)	(6	)%
Operating income	43,444		67,435		(23,991		)	(36	)%	3,759		13,566		(9,807		)	(72	)%
Non-operating income (loss)
Non-operating income (loss), net	2,835		1,216		1,619			133	%	2,950		867		2,083			*
Income before provision for income taxes	46,279		68,651		(22,372		)	(33	)%	6,709		14,433		(7,724		)	(54	)%
Provision for income taxes	3,324		4,784		(1,460		)	(31	)%	573		970		(397		)	(41	)%
Net income attributable to controlling and noncontrolling interests	42,955		63,867		(20,912		)	(33	)%	6,136		13,463		(7,327		)	(54	)%
Less: net income attributable to noncontrolling interests	37,852		56,586		(18,734		)	(33	)%	5,161		11,483		(6,322		)	(55	)%
Net income attributable to Manning & Napier, Inc.	$	5,103	$	7,281	$	(2,178	)	(30	)%	$	975	$	1,980	$	(1,005	)	(51	)%
Per Share Data
Net income per share available to Class A common stock
Basic	$	0.35	$	0.49						$	0.07	$	0.13
Diluted	$	0.35	$	0.48						$	0.06	$	0.13
Weighted average shares of Class A common stock outstanding
Basic	14,135,288		13,916,721							15,098,454		14,503,784
Diluted	14,241,642		14,173,283							78,317,986		14,530,398
Cash dividends declared per share of Class A common stock	$	0.24	$	0.48

Other financial and operating data
Economic net income ⁽¹⁾	$	28,230	$	42,570	$	(14,340	)	(34	)%	$	4,763	$	10,248	$	(5,485	)	(54	)%
Economic net income per adjusted share ⁽¹⁾	$	0.35	$	0.52						$	0.06	$	0.13
Weighted average adjusted Class A common stock outstanding ⁽¹⁾	79,747,791		82,282,598							79,817,987		78,927,395

________________________


(*)	Percentage change not meaningful.


(1)	See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Supplemental Non-GAAP Financial Information” for Manning & Napier’s reasons for including these non-GAAP measures in this report in addition to a reconciliation of non-GAAP financial measures to GAAP measures for the periods indicated.

Revenues

~~Our investment management services~~Separately managed account revenue decreased by ~~$34.0~~$6.6 million, or ~~18%~~13%, to ~~$155.9~~$43.2 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019 from ~~$189.9~~$49.8 million for the ~~nine~~six months ended ~~September~~June 30, ~~2016.~~2018. This decrease ~~was~~is driven primarily by a ~~$6.1 billion, or 17%,~~10% decrease in our average separately managed account AUM ~~to $29.2 billion~~ for the ~~nine~~six months ended ~~September~~June 30, ~~2017 from $35.3 billion for~~2019 compared to the ~~nine~~six months ended ~~September~~June 30, 2016. Average AUM decreased as a result of net client outflows of $11.1 billion offset by market appreciation and other changes of $2.8 billion for the rolling twelve months ended September 30, 2017. By portfolio, our equity and blended asset portfolios decreased by 26% and 24%, respectively, compared to September 30, 2016. The outflows were largely attributable to challenging portfolio performance relative to benchmarks.

2018. Our average separately managed account fee ~~remained consistent at~~for the six months ended June 30, 2019 decreased to 0.60% when compared to the 0.62% for the ~~nine~~full year 2018. For the six months ended ~~September~~June 30, ~~2017 compared to 0.62% for the nine months ended September 30, 2016. For both the nine months ended September 30, 2017~~2019 and ~~2016,~~2018, our separately managed

account ~~management~~standard fees ranged from 0.15% to 1.25%, depending on investment objective and account size. As of ~~September~~June 30, ~~2017,~~2019, the concentration of assets in our separately managed accounts was ~~62%~~64% blended

assets, ~~31%~~29% equity and 7% fixed income, consistent with June 30, 2018.

Mutual fund and collective investment trust revenue decreased by $6.4 million, or 29%, to $15.6 million for the six months ended June 30, 2019 from $22.0 million for the six months ended June 30, 2018. This decrease is driven primarily by a 17%, or $1.3 billion, decrease in average mutual fund and collective investment trust AUM for the six months ended June 30, 2019 compared to ~~58% blended assets, 36% equity and 6% fixed income as of September~~the six months ended June 30, ~~2016.~~

2018. Our average fee on mutual fund and collective investment trust products ~~was 0.81%~~decreased to 0.66% when compared to 0.73% for the ~~nine months ended September 30, 2017, an increase from 0.78% for the nine months ended September 30, 2016. This increase~~full year 2018. The decrease was primarily due to ~~a single retirement plan relationship which redeemed approximately $2.5 billion~~the restructuring of our funds that was completed during the ~~second~~first quarter of ~~2017 where the fees were lower than those associated with the remaining population of mutual fund and collective AUM. For both the nine months ended September 30, 2017 and 2016,~~2019. Our mutual fund and collective investment trust management fees ranged from 0.14% to 1.00%, depending on investment ~~strategy.~~strategy, for the six months ended June 30, 2019 and 2018. As of ~~September~~June 30, ~~2017~~2019 the concentration of assets in our mutual fund and collective investment trusts was ~~62%~~68% blended assets, ~~37%~~30% equity and 1%2% fixed income, compared to 68% blended assets, 31% equity and 1% fixed income as of ~~September~~June 30, ~~2016.~~2018.

Distribution and shareholder servicing revenue decreased by $1.0 million, or 16%, to $5.2 million for the six months ended June 30, 2019 from $6.2 million for the six months ended June 30, 2018. This decrease is driven by a reduction in mutual fund and collective investment trust average AUM of 17% for the same period.

Custodial services revenue decreased by $0.3 million, or 8%, to $3.5 million for the six months ended June 30, 2019 from $3.8 million for the six months ended June 30, 2018. The decrease primarily relates to decreases in our collective trust AUM.

Operating Expenses

Our operating expenses decreased by ~~$10.0~~$4.4 million, or 8%6%, to ~~$112.4~~$65.3 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019 from ~~$122.4~~$69.8 million for the ~~nine~~six months ended ~~September~~June 30, ~~2016.~~2018.

Compensation and related costs decreased by ~~$3.1~~$3.9 million, or 4%8%, to ~~$67.9~~$41.6 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019 from ~~$71.0~~$45.5 million for the ~~nine~~six months ended ~~September~~June 30, ~~2016.~~2018. The decrease was ~~primarily~~ driven by a 15% reduction in average workforce as well as lower variable incentive costs for our sales team as a result of the reduction in AUM ~~coupled with a reduction in equity~~and revenue. This decrease was partially offset by an increase to share based compensation ~~due~~attributable to the timing and amount of ~~unvested~~ equity ~~awards.~~awards granted and an increase in employee severance costs. When considered as a percentage of revenue, compensation and related costs for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019 was ~~44%~~60% compared to ~~37%~~55% for the six months ended June 30, 2018. Given the declines in ~~2016. We~~our revenue, we anticipate that our compensation ratio as a percentage of revenue will remain elevated in the near term compared to prior periods.

Distribution, servicing and custody expenses decreased by ~~$5.2~~$2.5 million, or ~~19%~~27%, to ~~$21.4~~$6.8 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019 from ~~$26.6~~$9.3 million for the ~~nine~~six months ended ~~September~~June 30, ~~2016.~~2018. The decrease was generally attributable to a ~~27%~~17% decrease in mutual fund and collective investment trust average AUM for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019 compared to the ~~nine~~six months ended ~~September~~June 30, ~~2016. The percentage decrease in AUM exceeds~~2018, coupled with the percentage decrease in expense since 2017 redemptions have been concentrated in those relationships where we do not have distribution and servicing obligations. Specifically, we had a single retirement plan relationship which redeemed approximately $2.5 billioncompletion of MNA's mutual fund fee restructure initiative during the ~~second~~first quarter of ~~2017~~2019, where ~~there was no associated distribution obligation.~~a portion of these expenses are now borne by the mutual funds directly. As a percentage of mutual fund and collective investment trust average AUM, distribution, servicing and custody expense was ~~0.27%~~0.21% for the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2019, compared to ~~0.24%~~0.25% for the ~~nine~~six months ended ~~September~~June 30, ~~2016.~~2018.

Other operating costs ~~decreased~~increased by ~~$1.8~~$1.9 million, or 7%13%, to ~~$23.1~~$16.9 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019 from ~~$24.9~~$15.0 million for the ~~nine~~six months ended ~~September~~June 30, ~~2016.~~2018. This increase is driven primarily by the $2.1 million gain reflected in the first quarter of 2018 related to the Company's sale of Rainier U.S. mutual funds, which offset other costs in the first quarter of 2018. As a percentage of revenue, other operating costs for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019 was ~~15%~~25% compared to ~~13%~~18% for ~~2016.~~six months ended June 30, 2018.

Non-Operating Income (Loss)

Non-operating income for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019 was ~~$2.8~~$3.0 million, ~~compared to $1.2~~an increase of $2.1 million, from non-operating income of $0.9 million for the ~~nine~~six months ended ~~September~~June 30, ~~2016. Included in~~2018. The following table reflects the components of non-operating income (loss) ~~was a net gain of $2.3 million on investments held by us to provide initial cash seeding for product development purposes~~ for the ~~nine~~six months ended ~~September~~June 30, 2017, compared to $1.2 million in 2016. Interest expense for the nine months ended September 30, 2017 decreased by $0.3 million compared to the nine months ended September 30, 2016, driven by the termination of our credit facility in early 20172019 and ~~the unused commitment fee on our credit facility paid in 2016.~~2018:



	Six months ended June 30,						Period-to-Period
	2019			2018			$			%
	(in thousands)
Non-operating income (loss)
Interest expense	$	(13	)	$	(30	)	$	17		(57	)%
Interest and dividend income ⁽¹⁾	1,646			876			770			*
Change in liability under tax receivable agreement	195			291			(96		)	(33	)%
Net gains (losses) on investments ⁽²⁾	1,122			(270		)	1,392			*
Total non-operating income	$	2,950		$	867		$	2,083		*

__________________________


(*)	Percentage change not meaningful.


(1)	The increase in interest and dividend income for the six months ended June 30, 2019 compared to 2018 is attributable to an increase in investments, including U.S. Treasury notes and bills, corporate bonds and other short-term investments to optimize cash management opportunities, coupled with an increase in interest rates.


(2)	Amounts represent net income on investments we held to provide initial cash seeding for product development purposes. The amount varies depending on the performance of our investments and the overall amount of our investments in seeded products.

Provision for Income Taxes

Our tax provision decreased by ~~$1.5~~$0.4 million, or ~~31%~~41%, to ~~$3.3~~$0.6 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019 from ~~$4.8~~$1.0 million for the ~~nine~~six months ended ~~September~~June 30, ~~2016.~~2018. The change was primarily driven by a decrease in taxable earnings as compared to the prior year.

Supplemental Non-GAAP Financial Information

To provide investors with greater insight, promote transparency and allow for a more comprehensive understanding of the information used by management in its financial and operational decision-making, we supplement our consolidated statements of operations presented on a GAAP basis with non-GAAP financial measures of earnings.

Management uses economic net income and economic net income per adjusted share as financial measures to evaluate the profitability and efficiency of ~~its~~our business. Economic net income and economic net income per adjusted share are not presented in accordance with GAAP.

Economic net income is a non-GAAP measure of after-tax operating performance and equals ~~our~~the Company’s income before provision for income taxes less adjusted income taxes. Adjusted income taxes are estimated assuming the exchange of all outstanding units of Manning & Napier Group into Class A common stock on a one-to-one basis. Therefore, all income of Manning & Napier Group allocated to the units of Manning & Napier Group is treated as if it were allocated to us and represents an estimate of income tax expense at an effective rate of ~~39.0%~~29.0% and ~~38.0%~~30.7% for the three months ended ~~September~~June 30, ~~2017~~2019 and ~~2016,~~2018, respectively, and ~~39.0% and 38.0%~~29.0% for both for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019 and ~~2016, respectively,~~2018, reflecting assumed federal, state and local income taxes.

Economic net income per adjusted share is equal to economic net income divided by the weighted average adjusted Class A common shares outstanding. The number of weighted average adjusted Class A common shares outstanding for all periods presented is determined by assuming the weighted average exchangeable units of Manning & Napier Group, weighted average unvested stock units, weighted average unvested restricted stock awards, and ~~unvested equity awards~~weighted average vested stock options are converted into our outstanding Class A common stock as of the respective reporting date, on a one-to-one basis. Our management uses economic net income, among other financial data, to determine the earnings available to distribute as dividends to holders of its Class A common stock and to the holders of the units of Manning & Napier Group.

Non-GAAP measures are not a substitute for financial measures prepared in accordance with ~~GAAP.~~GAAP and therefore should not be used in isolation of, but in conjunction with, GAAP measures. Additionally, our non-GAAP measures may differ from similar measures used by other companies, even if similar terms are used to identify such measures.

The following table sets forth, for the periods indicated, our other financial and operating ~~data for the~~ ~~nine months endedSeptember 30, 2017~~ ~~and~~ ~~2016~~:data:


	Three months ended September 30,				Nine months ended September 30,				Three months ended June 30,				Six months ended June 30,
	2017		2016		2017		2016		2019		2018		2019		2018
	(in thousands, except share data)								(in thousands, except share data)
Income before provision for income taxes	$	12,591	$	21,550	$	46,279	$	68,651	$	3,550	$	6,682	$	6,709	$	14,433
Economic net income (Non-GAAP)	$	7,681	$	13,361	$	28,230	$	42,570	$	2,520	$	4,629	$	4,763	$	10,248
Economic net income per adjusted share (Non-GAAP)	$	0.10	$	0.16	$	0.35	$	0.52	$	0.03	$	0.06	$	0.06	$	0.13
Weighted average adjusted Class A common stock outstanding (Non-GAAP)	79,060,711		81,171,115		79,747,791		82,282,598		79,570,059		78,751,512		79,817,987		78,927,395

The following table sets forth, for the periods indicated, a reconciliation of non-GAAP financial measures to GAAP measures:


	Three months ended September 30,				Nine months ended September 30,				Three months ended June 30,				Six months ended June 30,
	2017		2016		2017		2016		2019		2018		2019		2018
	(in thousands, except share data)								(in thousands, except share data)
Net income attributable to Manning & Napier, Inc.	$	1,521	$	2,258	$	5,103	$	7,281	$	414	$	766	$	975	$	1,980
Add back: Net income attributable to noncontrolling interests	10,331		17,727		37,852		56,586		2,805		5,424		5,161		11,483
Add back: Provision for income taxes	739		1,565		3,324		4,784		331		492		573		970
Income before provision for income taxes	12,591		21,550		46,279		68,651		$	3,550	$	6,682	$	6,709	$	14,433
Adjusted income taxes (Non-GAAP)	4,910		8,189		18,049		26,081		1,030		2,053		1,946		4,185
Economic net income (Non-GAAP)	$	7,681	$	13,361	$	28,230	$	42,570	$	2,520	$	4,629	$	4,763	$	10,248

Weighted average shares of Class A common stock outstanding - Basic	14,249,347		14,042,880		14,135,288		13,916,721		15,267,762		14,691,928		15,098,454		14,503,784
Assumed vesting, conversion or exchange of:
Weighted average Manning & Napier Group, LLC units outstanding (noncontrolling interest)	63,937,284		65,784,571		64,541,055		66,686,373		62,482,345		63,349,721		62,913,637		63,632,363
Weighted average unvested restricted share-based awards	874,080		1,343,664		1,071,448		1,679,504
Weighted average unvested restricted stock units and share awards									1,819,952		709,863		1,805,896		791,248
Weighted average vested stock options									—		—		—		—
Weighted average adjusted shares (Non-GAAP)	79,060,711		81,171,115		79,747,791		82,282,598		79,570,059		78,751,512		79,817,987		78,927,395

Economic net income per adjusted share (Non-GAAP)	$	0.10	$	0.16	$	0.35	$	0.52	$	0.03	$	0.06	$	0.06	$	0.13

Liquidity and Capital Resources

Historically, our cash and liquidity needs have been met primarily through cash generated by our operations. Our current financial condition is highly liquid, with a significant amount of our assets comprised of cash and cash equivalents, accounts receivable and investment securities held by us for the purpose of optimizing short-term cash management and providing initial cash seeding for product development purposes.

The following table sets forth certain key financial data relating to our liquidity and capital resources as of ~~September~~June 30, ~~2017~~2019 and December 31, ~~2016~~2018:


	September 30, 2017		December 31, 2016		June 30, 2019		December 31, 2018
	(in thousands)				(in thousands)
Cash and cash equivalents	$	103,322	$	100,819	$	57,169	$	59,586
Accounts receivable	$	17,254	$	22,195	$	12,231	$	11,447
Investment securities	$	38,322	$	36,475	$	89,619	$	91,190
Investment securities - consolidated funds	$	—	$	995
Amounts payable under tax receivable agreement ⁽¹⁾	$	34,719	$	37,073	$	17,828	$	18,023
Contingent consideration liability ⁽²⁾	$	—	$	—	$	—	$	—

________________________


(1)	In light of numerous factors affecting our obligation to make such payments, the timing and amounts of any such actual payments are based on our best estimate as of ~~September~~June 30, ~~2017~~2019 and December 31, ~~2016~~2018, including our ability to realize the expected tax benefits. Actual payments may significantly differ from estimated payments.


(2)	Represents the fair value of additional cash payments related to our acquisition of Rainier of up to $32.5 million over the period ending December 31, 2019, contingent upon Rainier's achievement of certain financial targets.

We have no material assets other than our ownership of Class A units of Manning & Napier Group and, accordingly, will depend on distributions from Manning & Napier Group to pay taxes and operating expenses, as well as any dividends we may pay. As managing member of Manning & Napier Group, we will determine the timing and amount of any distributions to be paid to its members. We intend to cause Manning & Napier Group to distribute cash to its members, including us, in an amount sufficient to cover taxes and operating expenses, including dividends, if any, declared by us. If we do cause Manning & Napier Group to make such distributions, M&N Group Holdings, MNCC and any other holders of units of Manning & Napier Group will be entitled to receive equivalent distributions on a pari passu basis.

In determining the sufficiency of liquidity and capital resources to fund our business, we regularly monitor our liquidity position, including among other things, cash, working capital, long-term liabilities, lease commitments and operating company distributions. ~~On January 12, 2017, we terminated our revolving credit agreement that provided borrowing capacity of up~~

Pursuant to ~~$100.0 million. No amounts had been borrowed and thus none were outstanding. Our decision to terminate~~ the ~~facility was based on an evaluation of factors including the cost~~terms of the ~~facility,~~exchange agreement entered into at the ~~anticipated need~~time of the Company's initial public offering, M&N Group Holdings and MNCC exchanged a total of 1,315,521 Class A units of Manning & Napier Group on May 2, 2019, for approximately $3.1 million in cash. Subsequent to ~~finance capital or other projects,~~the exchange, the Class A units were retired. As a result of the exchange and retirement, the ~~sufficiency~~Company's ownership of ~~liquidity and capital resources.~~Manning & Napier Group increased to approximately 18.9%.

On ~~May 10, 2017, we~~June 28, 2019, the Company, through Manning & Napier Group, entered into an agreement (the “Agreement”) to sell ~~certain U.S.~~all of the equity ~~products~~interests in its wholly-owned subsidiary, Perspective Partners, LLC (“PPI”), to Manning Partners, LLC (“MP”). MP is wholly owned by William Manning, Chairman of the Company’s Board of Directors. Pursuant to the Agreement, Group will sell PPI to MP in exchange for a ~~third party. The selling~~purchase price ~~will be determined by the assets under management~~consisting of payments based on historical expenses of PPI from September 1, 2018 until the date of closing, ~~which~~estimated to be approximately $3.2 million, and future revenue payments, as applicable. Closing of the sale pursuant to the Agreement is subject to customary closing conditions and is expected ~~to be in~~during the ~~fourth~~third quarter of ~~2017. The amount of the assets under management to be sold as of September 30, 2017 was approximately $0.4 billion.~~2019.

We believe ~~that~~ cash on hand and cash generated from operations will be sufficient over the next twelve months to meet our working capital requirements. Further, we expect that cash on hand, including short-term investments and cash generated by operations will be sufficient to meet our liquidity needs for the foreseeable future.

Cash Flows

The following table sets forth our cash flows for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019 and ~~2016~~2018. Operating activities consist primarily of net income subject to adjustments for changes in operating assets and liabilities, equity-based compensation expense, changes in the liability under the TRA, ~~and contingent consideration,~~ deferred income tax expense, gain on sale of intangible assets and depreciation and amortization. Investing activities consist primarily of the purchase and sale of investments for the purpose of providing initial cash seeding for product development and ~~for~~ cash management purposes, gain on sale of intangible assets and

purchases of property and equipment. Financing activities consist primarily of distributions to noncontrolling interests, dividends paid on our Class A common stock, and purchases of Class A units held by noncontrolling interests of Manning & Napier Group.


	Nine months ended September 30,						Six months ended June 30,
	2017			2016			2019			2018
	(in thousands)						(in thousands)
Net cash provided by operating activities	$	41,317		$	65,370		$	2,052		$	9,670
Net cash provided by (used in) investing activities	687			(735		)
Net cash provided by investing activities							1,957			1,855
Net cash used in financing activities	(39,501		)	(58,518		)	(6,230		)	(12,589		)
Net change in cash and cash equivalents	$	2,503		$	6,117		$	(2,221	)	$	(1,064	)

~~Nine~~Six Months Ended ~~September~~June 30, ~~2017~~2019 Compared to ~~Nine~~Six Months Ended ~~September~~June 30, ~~2016~~2018

Operating Activities

Operating activities provided ~~$41.3~~$2.1 million and ~~$65.4~~$9.7 million of net cash for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019 and ~~2016~~,2018, respectively. This overall ~~$24.1~~$7.6 milliondecrease in net cash provided by operating activities for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019 compared to ~~2016~~2018 was primarily due to a decrease in net income after adjustment for non-cash items of approximately ~~$23.0~~$6.2 million driven by lower revenues resulting primarily from ~~changes~~the decrease in our average AUM. ~~This decrease~~The reduction was also due to ~~$3.8 million~~a decrease of ~~cash from consolidated funds due to the timing of trading activity in 2016, partially offset by an increase of $2.7~~approximately $1.4 million in operating assets and liabilities.

Investing Activities

Investing activities provided ~~$0.7~~$2.0 million and ~~used $0.7~~$1.9 million of net cash for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019 and ~~2016,~~2018, respectively. This change was ~~primarily~~ driven by ~~changes~~an increase in cash from investing activities of ~~$7.4~~$2.3 million due to our funding of and timing of activity within our investment ~~securities.~~securities, offset by a decrease of $2.4 million in cash received from the sale of intangible assets during the six months ended June 30, 2019 compared to the same period in 2018. During the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2019, we ~~used~~received approximately ~~$7.5~~$3.0 million, net, ~~for~~from the purchase and sale of ~~short-term investments~~certain securities for cash management ~~purposes, which was offset by cash provided~~purposes. During the six months ended June 30, 2019, we received less than $0.1 million of ~~approximately $10.4 million net within our investment securities for the purposes of new product development due to~~proceeds from the redemption of certain ~~portfolios and the seeding of a new portfolio.~~seeded portfolios. In addition, we ~~utilized $9.3~~received proceeds from the sale of intangible assets of approximately $0.1 million ~~for acquisitions~~ during ~~2016.~~the six months ended June 30, 2019, compared to $2.5 million in the same period of 2018. Our purchases of property and equipment was approximately $1.1 million during the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019 compared to ~~$0.2~~$1.3 million in ~~2016.~~the same period of 2018.

Financing Activities

Financing activities used ~~$39.5~~$6.2 million and ~~$58.5~~$12.6 million of net cash for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019 and ~~2016~~,2018, respectively. This overall ~~$19.0~~$6.4 milliondecrease in net cash used in financing activities was primarily the result of a reduction in distributions to noncontrolling interests of ~~$9.7~~$5.8 million and dividends paid on Class A common stock of ~~$2.3~~$1.8 million driven by lower income after adjustment for non-cash items in ~~2017~~2019 compared to ~~2016.~~2018. The decrease in cash used in financing activities was ~~also driven~~partially offset by ~~a decrease~~an increase of ~~$6.3~~$1.1 million of cash used for the purchase of Class A units of Manning & Napier Group pursuant to the exchange agreement entered into at the time of our IPO of ~~$9.8~~$3.1 million during the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2019 compared to ~~$16.1~~$1.9 million in ~~2016.~~2018. This ~~decrease~~increase was due to a ~~lower exchange price and a lower~~higher number of units exchanged in 2017 compared to 2016. In addition, during the nine months ended September 30, 2017 and 2016 we utilized cash of approximately $0.3 million and $1.0 million, respectively, for the payment of shares withheld to satisfy tax withholdings due to the vesting of equity awards during the respective periods.2019.

Dividends

On October ~~25, 2016,~~23, 2018, the Board of Directors declared a ~~$0.16~~$0.02 per share dividend to the holders of Class A common stock. The dividend was paid on February 1, ~~2017~~2019 to shareholders of record as of January ~~13, 2017.~~15, 2019.

On March ~~7, 2017,~~5, 2019, the Board of Directors declared ~~an $0.08~~a $0.02 per share dividend to the holders of Class A common stock. The dividend was paid on May 1, ~~2017~~2019 to shareholders of record as of April ~~14, 2017.~~15, 2019.

On April ~~25, 2017,~~23, 2019, the Board of Directors declared ~~an $0.08~~a $0.02 per share dividend to the holders of Class A common stock. The dividend was paid on August 1, ~~2017~~2019 to shareholders of record as of July ~~14, 2017.~~15, 2019.

On July ~~25, 2017,~~23, 2019, the Board of Directors declared ~~an $0.08 per share dividend to the holders of Class A common stock. The dividend was paid on November 1, 2017 to shareholders of record as of October 13, 2017.~~

~~On October 24, 2017, the Board of Directors declared an $0.08~~a $0.02 per share dividend to the holders of Class A common stock. The dividend is payable on or about ~~February~~November 1, ~~2018~~2019 to shareholders of record as of ~~January~~October 15, ~~2018.~~2019.

We ~~currently intend to pay~~have historically paid quarterly cash dividends on our Class A common stock. We ~~intend to fund~~have funded such dividends and we believe any future dividends would be funded from our portion of distributions made by Manning & Napier Group, from its available cash generated from operations. William Manning, as the holder of our Class B common stock, will not be entitled to any cash dividends in his capacity as a Class B stockholder, but will, in his capacity as an indirect holder of Class A units of Manning & Napier Group, generally participate on a pro rata basis in distributions by Manning & Napier Group.

The declaration and payment of all future dividends, if any, will be at the sole discretion of our ~~board~~Board of ~~directors.~~Directors. In determining the amount of any future dividends, our ~~board~~Board of ~~directors~~Directors will take into account:

the financial results of Manning & Napier Group;

our available cash, as well as anticipated cash requirements, including any debt servicing and payments required under the ~~TRA;~~

tax receivable agreement;

our capital requirements and the capital requirements of our subsidiaries, including Manning & Napier Group;

contractual, legal, tax and regulatory restrictions on, and implications of, the payment of dividends by us to our ~~stockholders~~shareholders or distributions by Manning & Napier Group to us, including the obligation of Manning & Napier Group to make tax distributions to its unitholders, including us;

general economic and business conditions; and

any other factors that our ~~board~~Board of ~~directors~~Directors may deem relevant.

We have no material assets other than our ownership of Class A units of Manning & Napier Group and, accordingly, will depend on distributions from Manning & Napier Group to fund any dividends we may pay. As managing member of Manning & Napier Group, we will determine the timing and amount of any distributions to be paid to its members, other than mandatory tax distributions required under Manning & Napier Group's operating agreement. We intend to cause Manning & Napier Group to distribute cash to its members, including us, in an amount sufficient to cover dividends, if any, declared by us. If we do cause Manning & Napier Group to make such distributions, M&N Group Holdings, MNCC and any other holders of units of Manning & Napier Group will be entitled to receive equivalent distributions on a pari passu basis.

~~Contractual Obligations~~

~~There have been no material changes in our contractual obligations as set forth in our Annual Report on Form 10-K for the year ended December 31,~~ ~~2016~~.

Off Balance Sheet Arrangements

We did not have any off-balance sheet arrangements as of ~~September~~June 30, ~~2017~~2019.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

~~Market Risk~~

~~Our exposure~~As a "smaller reporting company," we are not required to market risk is directly related to the role of our operating company as an investment advisor for the mutual funds and separate accounts it manages. Substantially all of our revenues are derived from investment management agreements with these funds and accounts. Under these agreements, the investment management fees we receive are based on the value of our AUM and our fee rates. Accordingly, our revenues and net income may decline as a result of our AUM decreasing due to depreciation of our investment portfolios. In addition, such a decline could cause our clients to withdraw their funds in favor of investments offering higher returns or lower risk, which would cause our revenues to decline further.

~~The value of our AUM was~~ ~~$26.5 billion~~ ~~as of~~ ~~September 30, 2017. Assuming a 10% increase or decrease in the value of our AUM and the change being proportionally distributed over all our products, the value would increase or decrease by approximately~~ ~~$2.7 billion, which would cause an annualized increase or decrease in revenues of approximately~~ ~~$18.8 million~~ ~~at our current weighted average fee rate of~~ ~~0.71%~~.

We have not adopted a corporate-level risk management policy regarding client assets, nor have we attempted to hedge at the corporate level the market risks that would affect the value of our overall AUM and related revenues. Some of these risks (e.g., sector risks and currency risks) are inherent in certain strategies, and clients may invest in particular strategies to gain exposure to these risks.

We also are subject to market risk from a decline in the prices of investment securities that we own. These securities consist primarily of equity securities, fixed-income securities, investments in mutual funds, including the Fund for which MNA provides advisory services and short-term investment for cash management purposes. The value of these investments was ~~$38.3 million~~ ~~as of~~ ~~September 30, 2017~~ ~~of which approximately~~ ~~$7.8 million~~ ~~is investment securities classified as trading, $1.1 million is classified as equity method investments and~~ ~~$29.4 million~~ is investment securities classified as available-for-sale. Management regularly monitors the value of these investments; however, given their nature and relative size, we have not adopted a specific risk management policy to manage the associated market risk. Assuming a 10% increase or decrease in the values of these investment securities, the fair value would increase or decrease by approximately ~~$3.8 million~~ at ~~September 30, 2017. Due to the nature of our business, we believe that we do not face any material risk from inflation.~~

~~Exchange Rate Risk~~

A substantial portion of the accounts that we advise, or sub-advise, hold investments that are denominated in currencies other than the U.S. dollar. Movements in the rate of exchange between the U.S. dollar and the underlying foreign currency affect the values of assets held in accounts we manage, thereby affecting the amount of revenues we earn. The value of the assets we manage was ~~$26.5 billion~~ ~~as of~~ ~~September 30, 2017. As of~~ ~~September 30, 2017~~, approximately 18% of our AUM across our investment strategies was invested in securities denominated in currencies other than the U.S. dollar. To the extent our AUM are denominated in currencies other than the U.S. dollar, the value of those AUM would decrease, with an increase in the value of the U.S. dollar, or increase, with a decrease in the value of the U.S. dollar.

We monitor our exposure to exchange rate risk and make decisions on how to manage such risk accordingly; however, we have not adopted a corporate-level risk management policy to manage exchange rate risk. Assuming that 18% of our AUM is invested in securities denominated in currencies other than the U.S. dollar and excluding the impact of any hedging arrangements, a 10% increase or decrease in the value of the U.S. dollar would increase or decrease the fair value of our AUM by approximately ~~$0.5 billion, which would cause an annualized increase or decrease in revenues of approximately~~ ~~$3.4 million~~ ~~at our current weighted average fee rate of~~ ~~0.71%~~.

~~Interest Rate Risk~~

The Company was exposed to interest-rate risk primarily due to our AUM that is invested in debt securities, as well as corporate assets that are invested in debt securities and short-term investments. Management considered a hypothetical 100 basis point fluctuation in interest rates and estimated the impact of such a fluctuation on these investments. Management determined there was no material impact as of September 30, 2017. Additionally, given the current level of income we earn from our cash and cash equivalent balances and short-term investments, interest rate changes would not have a material impact on us.provide this information.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

Our management, including our Chief Executive Officer and ~~Principal~~Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of ~~September~~June 30, ~~2017~~2019 pursuant to Rule 13a-15 under the Exchange Act. Based on that evaluation, our Chief Executive Officer and ~~Principal~~Chief Financial Officer have concluded that, as of ~~September~~June 30, ~~2017~~2019, our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) were effective to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and ~~Principal~~Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended ~~September~~June 30, ~~2017~~2019 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1A. Risk Factors

We have set forth in Item 1A to our Annual Report on Form 10-K for the year ended December 31, ~~2016~~2018 risk factors relating to our business, our industry, our structure and our Class A common stock. Readers of this Quarterly Report on Form 10-Q are referred to such Item 1A for a more complete understanding of risks concerning our company. There have been no material changes in our risk factors since those published in such Form 10-K for the year ended December 31, ~~2016.~~2018.

Item 6. Exhibits



Exhibit No.		Description


10.1		Form of Redemption Agreement between M&N Group Holdings, LLC and Manning & Napier Group, LLC, dated May 2, 2019 is incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 6, 2019.

10.2		Form of Redemption Agreement between Manning & Napier Capital Company, LLC and Manning & Napier Group, LLC, dated May 2, 2019 is incorporated herein by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 6, 2019.

10.3		Purchase Agreement, dated June 28, 2019, by and between Manning & Napier Group, LLC, Manning Partners, LLC and Perspective Partners, LLC

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

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

101		Materials from the Manning & Napier, Inc. Quarterly Report on Form 10-Q for the quarter ended ~~September~~June 30, ~~2017,~~2019, formatted in Extensible Business Reporting Language (XBRL): (i) Consolidated Statements of Financial Condition, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated ~~Statement~~Statements of Shareholders’ Equity, (v) Consolidated Statements of Cash Flows, and (vi) related Notes to the Unaudited Consolidated Financial Statements.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



	MANNING & NAPIER, INC.

Dated: ~~November 8, 2017~~August 13, 2019	By:	/s/ ~~WILLIAM MANNING~~Marc Mayer
		~~William Manning~~Marc Mayer
		Chief Executive Officer
		(principal executive officer)

		/s/ ~~BETH H. GALUSHA~~Paul J. Battaglia
		~~Beth H. Galusha~~Paul J. Battaglia
		~~Principal~~Chief Financial Officer
		(principal financial and accounting officer)

4150



Assets acquired
Current assets	$	6,998
Property and equipment, net	783
Intangible assets
Client relationships	9,320
Trademarks	270
Goodwill	3,958
Total assets acquired	21,329
Liabilities assumed
Accounts payable and accrued expenses	4,023
Other liabilities	1,204
Total liabilities assumed	5,227
Purchase price	$	16,102