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

OVERVIEW.

Our revenues and net income are derived primarily from investment advisory services provided to individual and institutional investors in a broad range of investment solutions across equity, fixed income, multi-asset, and alternative capabilities. We also provide certain investment advisory clients with related administrative services, including distribution, mutual fund transfer agent, accounting, and shareholder services; participant recordkeeping and transfer agent services for defined contribution retirement plans; brokerage; trust services; and non-discretionary advisory services through model delivery.

Investment advisory revenues depend largely on the total value and composition of assets under our management. Accordingly, fluctuations in financial markets and in the composition of assets under management affect our revenues and results of operations.

We incur significant expenditures to develop new products and services and improve and expand our capabilities and distribution channels in order to attract new investment advisory clients and additional investments from our existing clients. These efforts often involve costs that precede any future revenues that we may recognize from an increase to our assets under management.

The investment management industry has been evolving and industry participants are facing several challenging trends including passive investments taking market share from traditional active strategies; continued downward fee pressure; demand for new investment vehicles to meet client needs; and an ever-changing regulatory landscape. In this regard, we have ample liquidity and resources that allow us to take advantage of attractive growth opportunities. We are investing in key capabilities, including investment professionals, distribution professionals, technologies, and new product offerings in order to provide our clients with strong investment management expertise and service.

MARKET TRENDS.

U.S. stocks produced strong first-quarter gains that lifted several broad indexes to all-time highs. The market was driven by investors’ optimism about the corporate profit potential stemming from advances in artificial intelligence (AI). Investors were also encouraged by the outcome of the Federal Reserve’s most recent monetary policy meeting. Although the central bank kept short-term interest rates steady throughout the quarter, policymakers in March maintained their December 2023 projections for three quarter-point interest rate cuts by the end of 2024 despite recent upticks in inflation readings.

Developed non-U.S. equity markets appreciated in U.S. dollar terms, but total returns to U.S. investors were hurt by a stronger dollar versus other major currencies. In Europe, equity markets were mostly positive, as investors hoped that easing inflation pressures would enable major central banks to begin reducing short-term interest rates later this year. Asian markets were widely mixed: Japanese shares led the region with a gain exceeding 11%, while Hong Kong stocks dropped almost 12%.

Emerging equity markets generally rose but trailed stocks in developed markets in dollar terms. In Europe, Turkish shares advanced as investors were encouraged that the central bank continued to raise interest rates to fight elevated inflation. In Asia, several markets produced gains, but Chinese stocks fell slightly, as the property market remained in distress. In Latin America, a few markets rose sharply, but stocks in regional heavyweight Brazil fell 7%.

Page 19

Returns of several major equity market indexes were as follows for the three months ended:

Index						3/31/2024
S&P 500 Index						10.6%
NASDAQ Composite Index(1)						9.1%
Russell 2000 Index						5.2%
MSCI EAFE (Europe, Australasia, and Far East) Index						5.9%
MSCI Emerging Markets Index						2.4%

(1) Returns exclude dividends

Global bond returns were mixed in U.S. dollar terms in the first quarter of 2024. In the U.S., Treasury bill yields increased, even though the fed funds target rate remained in the 5.25% to 5.50% range. Yields of Treasuries with intermediate- and long-term maturities rose to a greater degree due in part to some recent upticks in inflation readings. The 10-year U.S. Treasury note yield increased from 3.88% to 4.20% during the quarter.

In the U.S. investment-grade bond universe, sector performance was mixed. Mortgage-backed and Treasury securities performed worst. Corporate bonds held up somewhat better but still posted mild losses. Asset-backed securities rose slightly, while non-agency commercial mortgage-backed securities produced a solid gain. Tax-free municipal bonds held up slightly better than the broad taxable bond market. High yield corporate bonds produced gains and outperformed the broad investment-grade market.

Bonds in developed non-U.S. markets declined in dollar terms. In Europe, longer-term bond yields generally increased while major European currencies weakened versus the dollar. While the European Central Bank and the Bank of England held short-term interest rates steady, Switzerland’s central bank surprised investors in March with a quarter-point rate cut. In Japan, long-term government bond yields increased and the yen fell to 34-year lows versus the dollar, even though the Bank of Japan decided in March to lift its benchmark interest rate out of negative territory. Emerging markets bonds were mixed: Dollar-denominated issues produced gains, but bonds denominated in local currencies declined, as many developing markets currencies depreciated versus the U.S. dollar.

Returns for several major bond market indexes were as follows for the three months ended:

Index						3/31/2024
Bloomberg U.S. Aggregate Bond Index						(0.8)%
JPMorgan Global High Yield Index						2.2%
Bloomberg Municipal Bond Index						(0.4)%
Bloomberg Global Aggregate Ex-U.S. Dollar Bond Index						(3.2)%
JPMorgan Emerging Markets Bond Index Plus						2.3%
ICE Bank of America U.S. High Yield Index						1.5%
Credit Suisse Leveraged Loan Index						2.5%

Page 20

ASSETS UNDER MANAGEMENT.****(1)

Assets under management ended the first quarter of 2024 at $1,542.2 billion, an increase of $97.7 billion from December 31, 2023. The increase in assets under management during the first quarter of 2024 was driven by market appreciation and income, net of distributions not reinvested, of $105.7 billion, offset by net cash outflows of $8.0 billion.

The following tables detail changes in our assets under management, by asset class, during the first quarter of 2024:

(in billions)			Equity						Fixed income, including money market						Multi-asset**(1)**						Alternatives**(2)**						Total
Assets under management at beginning of period			$	743.6					$	170.0					$	483.0					$	47.9					$	1,444.5
Net cash flows prior to manager-driven distributions			(12.8)						0.2						5.5						0.1						(7.0)
Manager-driven distributions			—						—						—						(1.0)						(1.0)
Net cash flows			(12.8)						0.2						5.5						(0.9)						(8.0)
Net market appreciation (depreciation) and income(3)			72.1						0.7						32.1						0.8						105.7
Change during the period			59.3						0.9						37.6						(0.1)						97.7
Assets under management at March 31, 2024			$	802.9					$	170.9					$	520.6					$	47.8					$	1,542.2

(1) The underlying assets under management of the multi-asset portfolios have been aggregated and presented in this category and not reported in the equity and fixed income columns.

(2) The alternatives asset class includes strategies authorized to invest more than 50% of its holdings in private credit, leveraged loans, mezzanine, real assets/CRE, structured products, stressed / distressed, non-investment grade CLOs, special situations, or have absolute return as its investment objective. Generally, only those strategies with longer than daily liquidity are included. Unfunded capital commitments as of March 31, 2024 were $12.0 billion and are not reflected in fee basis AUM above.

(3) Includes net distributions not reinvested for the first quarter of 2024 of $0.2 billion.

Investment advisory clients outside the United States account for 8.5% of our assets under management at March 31, 2024 and 8.6% at December 31, 2023.

Assets under management in our target date retirement products, which are included in the multi-asset totals shown above, were $443.0 billion at March 31, 2024, compared with $408.4 billion at December 31, 2023. Net flows into these portfolios were $6.8 billion in the first quarter of 2024.

We also provide strategic investment advice solutions for certain portfolios. These advice solutions, which the vast majority is overseen by our multi-asset division, may include strategic asset allocation, and in certain portfolios, asset selection and/or tactical asset allocation overlays. We also offer advice solutions through retail separately managed accounts and separately managed accounts model delivery. As of March 31, 2024, total assets in these solutions were $537 billion, of which $525 billion are included in our reported assets under management in the tables above.

We provide participant accounting and plan administration for retirement plans that invest in the firm's U.S. mutual funds, collective investment trusts and funds outside of the firm's complex. As of March 31, 2024, our assets under administration were $266 billion, of which nearly $156 billion are assets we manage.

INVESTMENT PERFORMANCE.****(1)

Strong investment performance and brand awareness is a key driver to attracting and retaining assets—and to our long-term success. Our performance disclosures include specific asset classes, assets under management weighted performance, mutual fund performance against passive peers and composite performance against benchmarks. The following tables present investment performance for the one-, three-, five-, and 10-years ended March 31, 2024. Past performance is no guarantee of future results.

Page 21

% of U.S. mutual funds that outperformed Morningstar median**(2),(3)**
						1 year						3 years						5 years						10 years
Equity						55%						45%						53%						68%
Fixed Income						53%						51%						56%						65%
Multi-Asset						84%						50%						72%						78%
All Funds						65%						48%						60%						70%
% of U.S. mutual funds that outperformed passive peer median**(2),(4)**
						1 year						3 years						5 years						10 years
Equity						53%						40%						51%						54%
Fixed Income						68%						50%						50%						57%
Multi-Asset						92%						37%						74%						58%
All Funds						72%						42%						58%						56%
% of composites that outperformed benchmarks**(5)**
						1 year						3 years						5 years						10 years
Equity						58%						31%						51%						64%
Fixed Income						55%						31%						52%						69%
All Composites						57%						31%						51%						66%

AUM Weighted Performance
% of U.S. mutual funds AUM that outperformed Morningstar median**(2),(3)**
						1 year						3 years						5 years						10 years
Equity						69%						40%						53%						82%
Fixed Income						49%						63%						66%						80%
Multi-Asset						93%						69%						90%						96%
All Funds						73%						49%						63%						85%
% of U.S. mutual funds AUM that outperformed passive peer median**(2),(4)**
						1 year						3 years						5 years						10 years
Equity						66%						32%						37%						53%
Fixed Income						85%						71%						68%						69%
Multi-Asset						96%						71%						95%						94%
All Funds						74%						43%						54%						64%
% of composites AUM that outperformed benchmarks**(5)**
						1 year						3 years						5 years						10 years
Equity						61%						34%						41%						62%
Fixed Income						50%						24%						43%						48%
All Composites						59%						33%						41%						60%

As of March 31, 2024, 69 of 130 (53.1%) of the firm's rated U.S. mutual funds (across primary share classes) received an overall rating of 4 or 5 stars. By comparison, 32.5% of Morningstar's fund population is given a rating of 4 or 5 stars(5). In addition, 65%(6) of AUM in the firm's rated U.S. mutual funds (across primary share classes) ended March 31, 2024 with an overall rating of 4 or 5 stars.

(1) The investment performance reflects that of T. Rowe Price sponsored mutual funds and composites AUM and not of OHA’s products.

(2) Source: © 2024 Morningstar, Inc. All rights reserved. The information contained herein: (1) is proprietary to Morningstar and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete, or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information.

(3) Source: Morningstar. Primary share class only. Excludes money market mutual funds, funds with an operating history of less than one year, T. Rowe Price passive funds, and T. Rowe Price funds that are clones of other funds. The top chart reflects the percentage of T. Rowe Price funds with 1-, 3-, 5-, and 10-year track record that are outperforming the Morningstar category median. The bottom chart reflects the percentage of T. Rowe Price funds AUM that has outperformed for the time periods indicated. Total AUM included for this analysis includes $327B for 1 year,

Page 22

$326B for 3 years, $326B for 5 years, and $323B for 10 years.

(4) Passive Peer Median was created by T. Rowe Price using data from Morningstar. Primary share class only. Excludes money market mutual funds, funds with an operating history of less than one year, funds with fewer than three peers, T. Rowe Price passive funds, and T. Rowe Price funds that are clones of other funds. This analysis compares T. Rowe Price active funds to the applicable universe of passive/index open-end funds and ETFs of peer firms. The top chart reflects the percentage of T. Rowe Price funds with 1-, 3-, 5-, and 10-year track record that are outperforming the passive peer universe. The bottom chart reflects the percentage of T. Rowe Price funds AUM that has outperformed for the time periods indicated. Total AUM included for this analysis includes $310B for 1 year, $310B for 3 years, $273B for 5 years, and $265B for 10 years.

*(5)*Composite net returns are calculated using the highest applicable separate account fee schedule. Excludes money market composites. All composites compared with the official GIPS composite primary benchmark. The top chart reflects the percentage of T. Rowe Price composites with 1-, 3-, 5-, and 10-year track record that are outperforming their benchmarks. The bottom chart reflects the percentage of T. Rowe Price composite AUM that has outperformed for the time periods indicated. Total AUM included for this analysis includes $1,377B for 1 year, $1,372B for 3 years, $1,365B for 5 years, and $1,317B for 10 years.

(6) The Morningstar Rating™ for funds is calculated for funds with at least a three-year history. Exchange-traded funds and open-ended mutual funds are considered a single population for comparative purposes. It is calculated based on a Morningstar Risk-Adjusted Return measure that accounts for variation in a managed product's monthly excess performance, placing more emphasis on downward variations and rewarding consistent performance. Morningstar gives its best ratings of 5 or 4 stars to the top 32.5% of all funds (of the 32.5%,10% get 5 stars and 22.5% get 4 stars). The Overall Morningstar Rating™ is derived from a weighted average of the performance figures associated with a fund’s 3-, 5-, and 10-year (if applicable) Morningstar Rating™ metrics.

Page 23

RESULTS OF OPERATIONS.

The following table and discussion sets forth information regarding our consolidated financial results for the first quarter of 2024 and 2023 on a U.S. GAAP basis and a non-GAAP basis. The non-GAAP basis adjusts for the impact of our consolidated sponsored investment products, the impact of market movements on the supplemental savings plan liability and related economic hedges, investment income related to certain other investments, acquisition-related amortization and costs, impairment charges, and certain nonrecurring charges and gains.

			Three months ended												Q1 2024 vs. Q1 2023
(in millions, except per-share data)			3/31/2024						3/31/2023						$ change						% change**(1)**
U.S. GAAP basis
Investment advisory fees			$	1,554.0					$	1,391.8					$	162.2					11.7		%
Capital allocation-based income(2)			$	47.1					$	16.9					$	30.2					n/m
Net revenues			$	1,750.2					$	1,537.6					$	212.6					13.8		%
Operating expenses			$	1,163.6					$	1,053.4					$	110.2					10.5		%
Net operating income			$	586.6					$	484.2					$	102.4					21.1		%
Non-operating income (loss)			$	188.9					$	135.4					$	53.5					n/m
Net income attributable to T. Rowe Price			$	573.8					$	421.5					$	152.3					36.1		%
Diluted earnings per common share			$	2.49					$	1.83					$	0.66					36.1		%
Weighted average common shares outstanding assuming dilution			224.2						225.2						$	(1.0)					(0.4)		%
Adjusted non-GAAP basis**(3)**
Operating expenses			$	1,071.4					$	1,022.5					$	48.9					4.8		%
Net operating income			$	692.4					$	528.0					$	164.4					31.1		%
Non-operating income (loss)			$	28.5					$	30.8					$	(2.3)					n/m
Net income attributable to T. Rowe Price			$	548.5					$	389.4					$	159.1					40.9		%
Diluted earnings per common share			$	2.38					$	1.69					$	0.69					40.8		%
Assets under management (in billions)
Average assets under management			$	1,484.4					$	1,322.9					$	161.5					12.2		%
Ending assets under management			$	1,542.2					$	1,341.7					$	200.5					14.9		%

(1) n/m - The percentage change is not meaningful.

(2) Capital allocation-based income represents the change in accrued carried interest.

(3) See the reconciliation to the comparable U.S. GAAP measures at the end of the Results of Operations section of this Management’s Discussion and Analysis.

Results Overview - Quarter ended March 31, 2024

Net revenues consist of investment advisory revenues; administrative, distribution, and servicing fees; and capital allocation-based income. Approximately 90% of our net revenues are related to investment advisory fees. Total net revenues were $1,750.2 million in the first quarter of 2024, a 13.8% increase compared with $1,537.6 million in the first quarter of 2023. The increase was primarily driven by an 11.7% increase in investment advisory fee revenue as higher overall markets increased average assets under management by 12.2% and a $30.2 million increase in accrued carried interest from investments in affiliated funds.

Investment advisory fees are generally earned based on the value and composition of our assets under management, which change based on fluctuations in financial markets and net cash flows. As our average assets under management increase or decrease in a given period, the level of our investment advisory fee revenue for that same period generally fluctuates in a similar manner. Our annualized effective fee rates can be impacted by market or cash flow related shifts among asset classes, vehicles, price changes in existing products, and asset level changes in products with tiered-fee structures.

Capital allocation-based income will fluctuate quarter-to-quarter to reflect the adjustment to accrued carried interest for the change in value of certain affiliated funds, assuming the funds’ underlying investments were realized as of the end of the period, regardless of whether the funds’ underlying investments have been realized.

Page 24

Operating expenses on a U.S. GAAP basis were $1,163.6 million in the first quarter of 2024, a 10.5% increase over the comparable 2023 period. On a non-GAAP basis, operating expenses were $1,071.4 million, a 4.8% increase over the comparable 2023 period.

In comparison to the first quarter of 2023, about 45% of the increase in U.S. GAAP operating expenses were driven by the remeasurement of the contingent consideration liability, as the 2023 quarter reflected a $49.6 million reduction in the liability compared to no change in the first quarter of 2024. Also contributing to the increase in U.S. GAAP operating expenses and the primary drivers of the increase in non-GAAP operating expenses over the prior year were higher compensation and related benefits along with higher accrued carried interest related compensation.

Operating margin in the first quarter of 2024 was 33.5% on a U.S. GAAP basis, compared to 31.5% earned in the 2023 quarter. The increase in our U.S. GAAP operating margin for the first quarter of 2024 compared to the 2023 period was driven by net revenue growth outpacing operating expense growth.

Diluted earnings per share was $2.49 for the first quarter of 2024 as compared to $1.83 for the first quarter of 2023. The increase was primarily driven by higher operating income, higher net investment gains, and a lower effective tax rate compared to the 2023 period.

On a non-GAAP basis, diluted earnings per share was $2.38 for the first quarter of 2024 as compared to $1.69 for the first quarter of 2023. The increase was primarily due to higher adjusted operating income and a lower effective tax rate compared to the 2023 period.

Net revenues

			Three months ended												Q1 2024 vs. Q1 2023
(in millions)			3/31/2024						3/31/2023						$ change						% change
Investment advisory fees
Equity			$	949.6					$	833.9					$	115.7					13.9		%
Fixed income			100.6						102.4						(1.8)						(1.8)		%
Multi-asset			429.7						386.0						43.7						11.3		%
Alternatives			74.1						69.5						4.6						6.6		%
			1,554.0						1,391.8						162.2						11.7		%
Capital allocation-based income			47.1						16.9						30.2						n/m
Administrative, distribution, and servicing fees
Administrative fees			127.4						108.4						19.0						17.5		%
Distribution and servicing fees			21.7						20.5						1.2						5.9		%
			149.1						128.9						20.2						15.7		%
Net revenues			$	1,750.2					$	1,537.6					$	212.6					13.8		%
Average assets under management (in billions)
Equity			$	770.4					$	687.0					$	83.4					12.1		%
Fixed income			169.5						169.6						(0.1)						(0.1)		%
Multi-asset			497.0						422.2						74.8						17.7		%
Alternatives			47.5						44.1						3.4						7.7		%
Average assets under management			$	1,484.4					$	1,322.9					$	161.5					12.2		%
Investment advisory effective fee rate (bps)			42.1						42.7						(0.6)						(1.4)		%

Page 25

Investment advisory fees in the first quarter of 2024 increased 11.7% over the comparable 2023 quarter as average assets under management increased $161.5 billion or 12.2%, to $1,484.4 billion.

Our investment advisory average annualized effective fee rate of 42.1 bps in the first quarter of 2024 declined compared with 42.7 basis points earned in the 2023 quarter and 42.2 basis points earned during the fourth quarter of 2023. In comparison to the first quarter of 2023, net outflows and client transfers over the past year drove a mix shift in assets under management toward lower fee vehicles leading to an unfavorable impact on the annualized effective fee rate. These unfavorable impacts were slightly offset by strong market returns over the last year and $17.6 million in performance-based fees earned predominantly on certain U.S. equity strategies in the 2024 quarter.

Administrative, distribution, and servicing fees in the first quarter of 2024 were $149.1 million, an increase of $20.2 million, or 15.7%, from the comparable 2023 quarter. The increase in the first quarter of 2024 is primarily driven by higher fees related to transfer agent services provided to the T. Rowe Price mutual funds.

Our net revenues reflect the elimination of advisory and administrative fee revenue earned from our consolidated

sponsored investment products. The corresponding expenses recognized by these products, and consolidated in our financial statements, were also eliminated from operating expenses. For the first quarter, we eliminated net revenue of $1.2 million in 2024 and $0.6 million in 2023.

Capital allocation-based income in the first quarter of 2024 increased net revenues by $47.1 million. The first quarter of 2024 amount represents an increase of $59.5 million in accrued carried interest from investments in affiliated investment funds, partially offset by $12.4 million in non-cash acquisition-related amortization. Comparatively, capital allocation-based income in the first quarter of 2023 increased net revenues by $16.9 million, which consists of an increase in accrued carried interest from investments in affiliated investment funds of $29.2 million, partially offset by $12.3 million in non-cash amortization. The increase in accrued carried interest in the 2024 quarter compared to the 2023 quarter was largely driven by stronger relative performance.

A portion of the capital allocation-based income is passed through to certain associates as compensation and the related expense is recognized in compensation and related costs with the unpaid amount reported as non-controlling interest on the consolidated balance sheet.

Page 26

Operating expenses

			Three months ended												Q1 2024 vs. Q1 2023
(in millions)			3/31/2024						3/31/2023						$ change						% change
Compensation, benefits and related costs			$	629.3					$	593.3					$	36.0					6.1		%
Acquisition-related retention agreements			13.5						14.2						(0.7)						(4.9)		%
Capital allocation-based income compensation			13.2						3.5						9.7						n/m
Supplemental savings plan(1)			53.0						42.5						10.5						n/m
Total compensation and related costs			709.0						653.5						55.5						8.5		%
Distribution and servicing			81.9						71.5						10.4						14.5		%
Advertising and promotion			25.3						25.8						(0.5)						(1.9)		%
Product and recordkeeping related costs			75.0						72.1						2.9						4.0		%
Technology, occupancy, and facility costs			149.9						146.6						3.3						2.3		%
General, administrative, and other			92.6						107.5						(14.9)						(13.9)		%
Change in fair value of contingent consideration			—						(49.6)						49.6						(100.0)		%
Acquisition-related amortization and impairment costs			29.9						26.0						3.9						15.0		%
Total operating expenses			$	1,163.6					$	1,053.4					$	110.2					10.5		%

(1) The impact of the market on the supplemental savings plan liability drives the expense recognized each period.

Compensation, benefits, and related costs were $629.3 million in the first quarter of 2024, an increase of $36.0 million, or 6.1%, compared to the 2023 quarter. The increase was primarily due to a higher interim bonus accrual and higher salaries and related benefits, primarily due to base salary increases in January 2024. These increases were partially offset by higher labor capitalization in the first quarter of 2024.

The firm employed 7,878 associates at March 31, 2024, a decrease of 0.4% from the end of 2023, and an increase of 0.5% from March 31, 2023.

Distribution and servicing costs were $81.9 million for the first quarter of 2024, an increase of $10.4 million, or 14.5%, from the $71.5 million recognized in the 2023 quarter. The increase from 2023 was primarily driven by higher costs incurred to distribute products through U.S. intermediaries and higher average assets under management.

The costs in this expense category primarily include amounts paid to third-party intermediaries that source the assets of certain share classes of our U.S. mutual funds and our international products, such as our Japanese ITMs and SICAVs. These costs were offset entirely by the distribution revenue we earn and report in net revenues: 12b-1 revenue is recognized in administrative, distribution, and servicing fees for the Advisor and R share classes of the U.S. mutual funds and investment advisory fee revenue for our international products.

Technology, occupancy, and facility costs were $149.9 million in the first quarter of 2024, an increase of $3.3 million, or 2.3%, compared to the $146.6 million recognized in the 2023 quarter. The increase was primarily related to higher costs from the firm's ongoing investment in its technology capabilities, including depreciation and hosted solution licenses, slightly offset by a non-recurring cost benefit realized in the first quarter of 2024 related to the firm's new UK facility.

General, administrative, and other expenses were $92.6 million in the first quarter of 2024, a decrease of $14.9 million, or 13.9%, compared to the $107.5 million recognized in the 2023 quarter. The decrease was primarily due to lower research fee expense as the firm changed its approach to paying for research, consistent with regulations and general industry practice.

Change in fair value of contingent consideration. The contingent consideration represents the earnout arrangement related to our acquisition of OHA in which additional purchase price may be due upon satisfying or exceeding certain defined revenue targets. Every reporting period, we record the potential amount due under this arrangement at fair value. During the first quarter of 2024, there was no change in the fair value of the contingent consideration liability. During the first quarter of 2023, the liability was reduced by $49.6 million.

Acquisition-related amortization and impairment costs. As part of the purchase accounting for our acquisitions, we identified and separately recognized at fair value certain intangible assets. During the first quarter of 2024 and 2023,

Page 27

we recognized $29.9 million and $26.0 million, respectively, in amortization related to the definite-lived intangible assets. Immaterial impairment costs were recognized during the first quarter of 2024 and 2023. Should conditions that led us to recognize the impairment charges deteriorate, additional impairments may be recognized in future periods.

Non-operating income (loss)

Non-operating income for the first quarter of 2024 was $188.9 million compared to $135.4 million in the 2023 quarter. The following table details the components of non-operating income for both the first quarter of 2024 and 2023.

			Three months ended
(in millions)			3/31/2024						3/31/2023
Net gains (losses) from non-consolidated T. Rowe Price investment products
Cash and discretionary investments
Dividend income			$	27.8					$	20.2
Market-related gains (losses) and equity in earnings (losses)			0.2						10.6
Total cash and discretionary investments			28.0						30.8
Seed capital investments
Dividend income			—						0.5
Market-related gains (losses) and equity in earnings (losses)			23.5						15.1
Investments used to hedge the supplemental savings plan liability			49.7						44.7
Total net gains (losses) from non-consolidated T. Rowe Price investment products			101.2						91.1
Other investment income			20.3						2.8
Net gains (losses) on investments			121.5						93.9
Net gains (losses) on consolidated sponsored investment products			72.3						45.4
Other gains (losses), including foreign currency gains (losses)			(4.9)						(3.9)
Non-operating income (loss)			$	188.9					$	135.4

The investment gains recognized by our investment portfolio during the first quarter of 2024 and 2023 were primarily due to strong market returns over both periods.

The table above includes the net investment income of the underlying portfolios included in the consolidated

sponsored investment products and not just the net investment income related to our ownership interest in the products. The table below shows the impact that the consolidated sponsored investment products had on the individual lines of our unaudited condensed consolidated statements of income and the portion attributable to our interest:

			Three months ended
(in millions)			3/31/2024						3/31/2023
Operating expenses reflected in net operating income			$	(2.3)					$	(4.0)
Net investment income (loss) reflected in non-operating income			72.3						45.8
Impact on income before taxes			$	70.0					$	41.8
Net income (loss) attributable to our interest in the consolidated T. Rowe Price investment products			$	50.4					$	21.6
Net income (loss) attributable to redeemable non-controlling interests (unrelated third-party investors)			19.6						20.2
			$	70.0					$	41.8

Page 28

Provision for income taxes

The following table reconciles the statutory federal income tax rate to our effective tax rate on a U.S. GAAP basis for both the three months ended March 31, 2024 and 2023:

									Three months ended
															3/31/2024						3/31/2023
Statutory U.S. federal income tax rate															21.0		%				21.0		%
State income taxes for current year, net of federal income tax benefits(1)															2.5						3.0
Net (income) losses attributable to redeemable non-controlling interests(2)															(0.5)						(0.4)
Net excess tax benefits from stock-based compensation plans activity															(0.3)						(0.4)
Valuation allowance															0.5						4.3
Other items, including valuation allowances															0.3						1.2
Effective income tax rate															23.5		%				28.7		%

(1) State income tax benefits are reflected in the total benefits for net income attributable to redeemable non-controlling interests and stock-based compensation plans activity.

(2) Net income attributable to redeemable non-controlling interests represents the portion of earnings held in the firm's consolidated investment products, which are not taxable to the firm despite being included in pre-tax income.

The non-GAAP effective tax rate primarily adjusts for the impact of the consolidated investment products, including the net income attributable to the redeemable non-controlling interests. Our non-GAAP effective tax rate was 23.9% in the first quarter of 2024 compared with 30.3% in first quarter of 2023.

The first quarter of 2024 U.S. GAAP and non-GAAP effective tax rates decreased compared to the first quarter of 2023 due to lower valuation allowances recognized. In the first quarter of 2023, valuation allowances were recognized against cumulative UK-based deferred tax assets. The 2024 rate was also favorably impacted by changes in state income apportionment rules in certain jurisdictions.

We currently estimate that our effective tax rate for the full year 2024, on a U.S. GAAP basis, will be in the range of 23% to 27%. On a non-GAAP basis, the range is 23% to 26%.

Our effective tax rate will continue to experience volatility in future periods as the tax benefits recognized from stock-based compensation are impacted by market fluctuations in our stock price and the timing of option exercises. The rate also experiences volatility from the remeasurement of the contingent consideration liability, as well as changes in deferred tax asset valuation allowances, primarily in foreign jurisdictions, based on the sufficiency of taxable income in future periods. Our U.S. GAAP rate will also be impacted by changes in the proportion of net income that is attributable to our redeemable non-controlling interests and non-controlling interests reflected in permanent equity.

NON-GAAP INFORMATION AND RECONCILIATION.

We believe the non-GAAP financial measures below provide relevant and meaningful information to investors about our core operating results. These measures have been established in order to increase transparency for the purpose of evaluating our core business, for comparing current results with prior period results, and to enable more appropriate comparison with industry peers. However, non-GAAP financial measures should not be considered a substitute for financial measures calculated in accordance with U.S. GAAP and may be calculated differently by other companies.

Page 29

The following schedules reconcile certain U.S. GAAP financial measures for the three months ended

March 31, 2024 and 2023.

			Three months ended 3/31/2024
			Operating expenses						Net operating income						Non-operating income (loss)						Provision (benefit) for income taxes**(5)**						Net income attributable to T. Rowe Price						Diluted earnings per share**(6)**
U.S. GAAP Basis (FS line item)			$	1,163.6					$	586.6					$	188.9					$	182.1					$	573.8					$	2.49
Non-GAAP adjustments:
Acquisition-related:
Investment and NCI amortization and impairments(1) (Capital allocation-based income and Compensation and related costs)			5.3						7.1						—						2.0						5.1						0.02
Acquisition-related retention arrangements(1) (Compensation and related costs)			(13.5)						13.5						—						3.8						9.7						0.04
Intangible assets amortization and impairments(1)			(29.9)						29.9						—						8.3						21.6						0.10
Total acquisition-related			(38.1)						50.5						—						14.1						36.4						0.16
Supplemental savings plan liability(2) (Compensation and related costs)			(53.0)						53.0						(49.7)						0.9						2.4						0.01
Consolidated T. Rowe Price investment products(3)			(1.1)						2.3						(72.3)						(14.0)						(36.4)						(0.16)
Other non-operating income(4)			—						—						(38.4)						(10.7)						(27.7)						(0.12)
Adjusted Non-GAAP Basis			$	1,071.4					$	692.4					$	28.5					$	172.4					$	548.5					$	2.38

			Three months ended 3/31/2023
			Operating expenses						Net operating income						Non-operating income (loss)						Provision (benefit) for income taxes**(5)**						Net income attributable to T. Rowe Price						Diluted earnings per share**(6)**
U.S. GAAP Basis (FS line item)			$	1,053.4					$	484.2					$	135.4					$	177.9					$	421.5					$	1.83
Non-GAAP adjustments:
Acquisition-related:
Investment and NCI amortization and impairments(1) (Capital allocation-based income and Compensation and related costs)			5.1						7.2						—						1.5						5.7						0.02
Acquisition-related retention arrangements(1) (Compensation and related costs)			(14.2)						14.2						—						3.1						11.1						0.05
Contingent consideration(1)			49.6						(49.6)						—						(10.5)						(39.1)						(0.17)
Intangible assets amortization and impairments(1)			(26.0)						26.0						—						5.6						20.4						0.09
Total acquisition-related			14.5						(2.2)						—						(0.3)						(1.9)						(0.01)
Supplemental savings plan liability(2) (Compensation and related costs)			(42.5)						42.5						(44.7)						(0.5)						(1.7)						(0.01)
Consolidated T. Rowe Price investment products(3)			(2.9)						3.5						(45.4)						(4.6)						(17.1)						(0.07)
Other non-operating income(4)			—						—						(14.5)						(3.1)						(11.4)						(0.05)
Adjusted Non-GAAP Basis			$	1,022.5					$	528.0					$	30.8					$	169.4					$	389.4					$	1.69

(1) These non-GAAP adjustments remove the impact of acquisition-related amortization and costs including intangible assets and acquired assets amortization and impairments, contingent consideration liability fair value remeasurements, amortization and impairments of acquired investments and non-controlling interest basis differences, and amortization of compensation-related arrangements. Management believes adjusting for these charges helps the reader's ability to understand our core operating results and to increase comparability period to period.

(2) This non-GAAP adjustment removes the compensation expense impact from market valuation changes in the supplemental savings plan liability and the related net gains (losses) on investments designated as an economic hedge against the related liability. Amounts deferred under the supplemental savings plan are adjusted for appreciation (depreciation) of hypothetical investments chosen by participants. We use T. Rowe Price investment products to economically hedge the exposure to

Page 30

these market movements. Management believes it is useful to offset the non-operating investment income (loss) realized on the economic hedges against the related compensation expense and remove the net impact to help the reader's ability to understand our core operating results and to increase comparability period to period.

(3) These non-GAAP adjustments remove the impact that the consolidated T. Rowe Price investment products have on our U.S. GAAP consolidated statements of income. Specifically, we add back the operating expenses and subtract the investment income of the consolidated T. Rowe Price investment products. The adjustment to operating expenses represents the operating expenses of the consolidated products, net of the elimination of related management and administrative fees. The adjustment to net income attributable to T. Rowe Price represents the net income of the consolidated products, net of redeemable non-controlling interests. Management believes the consolidated T. Rowe Price investment products may impact the reader’s ability to understand our core operating results.

(4) This non-GAAP adjustment represents the other non-operating income (loss) and the net gains (losses) earned on our investment portfolio that are not designated as economic hedges of the supplemental savings plan liability, and that are not part of the cash and discretionary investment portfolio. We retain in our non-GAAP measures the investment gains recognized on the cash and discretionary investments as these assets and related income (loss) are considered part of our core operations. Management believes adjusting for these non-operating income (loss) items helps the reader’s ability to understand our core operating results and increases comparability to prior years. Additionally, management does not emphasize the impact of the portion of non-operating income (loss) removed when managing and evaluating our performance.

(5) The income tax impacts were calculated in order to achieve an overall non-GAAP effective tax rate for the three months ended March 31, 2024 and 2023 was 23.9% and 30.3%, respectively.

(6) This non-GAAP measure was calculated by applying the two-class method to adjusted net income attributable to T. Rowe Price divided by the weighted-average common shares outstanding assuming dilution. The calculation of adjusted net income allocated to common stockholders is as follows:

			Three months ended
			3/31/2024			3/31/2023
Adjusted net income attributable to T. Rowe Price			$	548.5		$	389.4
Less: adjusted net income allocated to outstanding restricted stock and stock unit holders			15.2			9.6
Adjusted net income allocated to common stockholders			$	533.3		$	379.8

CAPITAL RESOURCES AND LIQUIDITY.

Sources of Liquidity

We have ample liquidity, including cash and investments in T. Rowe Price products, as follows:

(in millions)			3/31/2024						12/31/2023
Cash and cash equivalents			$	2,416.5					$	2,066.6
Discretionary investments			477.5						463.7
Total cash and discretionary investments			2,894.0						2,530.3
Redeemable seed capital investments			1,418.7						1,370.9
Investments used to hedge the supplemental savings plan liability			929.0						894.6
Total cash and investments in T. Rowe Price products			$	5,241.7					$	4,795.8

Our discretionary investment portfolio is comprised of short duration bond funds, which typically yield higher than money market rates. Our subsidiaries outside the United States held cash and discretionary investments of $708.0 million at March 31, 2024 and $699.0 million at December 31, 2023. Given the availability of our financial resources and cash expected to be generated through future operations, we do not maintain an available external source of additional liquidity.

Our seed capital investments are redeemable, although we generally expect to be invested for several years for the products to build an investment performance history and until unrelated third-party investors substantially reduce our relative ownership percentage.

Page 31

The cash and investment presentation on the unaudited condensed consolidated balance sheet is based on the accounting treatment for the cash equivalent or investment item. The following table details how T. Rowe Price’s interests in cash and investments relate to where they are presented on the unaudited condensed consolidated balance sheet as of March 31, 2024.

(in millions)			Cash and cash equivalents						Investments						Net assets of consolidated T. Rowe Price investment products**(1)**						Total
Cash and discretionary investments			$	2,416.5					$	259.9					$	217.6					$	2,894.0
Seed capital investments			—						334.0						1,084.7						1,418.7
Investments used to hedge the supplemental savings plan liability			—						861.9						67.1						929.0
Total cash and investments in T. Rowe Price products attributable to T. Rowe Price			2,416.5						1,455.8						1,369.4						5,241.7
Investments in affiliated private investment funds(2)			—						768.8						—						768.8
Investments in CLOs			—						96.8						—						96.8
Investment in UTI and other investments			—						267.3						—						267.3
Total cash and investments attributable to T. Rowe Price			2,416.5						2,588.7						1,369.4						6,374.6
Redeemable non-controlling interests			—						—						676.7						676.7
As reported on unaudited condensed consolidated balance sheet at March 31, 2024			$	2,416.5					$	2,588.7					$	2,046.1					$	7,051.3

(1) The consolidated T. Rowe Price investment products are generally those products we provided seed capital at the time of their formation and we have a controlling interest. These products generally represent U.S. mutual funds as well as those funds regulated outside the U.S. The $1,369.4 million represents the total value at March 31, 2024 of our interest in the consolidated T. Rowe Price investment products. The total net assets of the T. Rowe Price investment products at March 31, 2024 of $2,046.1 million includes assets of $2,117.2 million, less liabilities of $71.1 million as reflected in our unaudited condensed consolidated balance sheets.

(2) Includes $205.4 million of non-controlling interests in consolidated entities and represents the portion of these investments, held by third parties, that we cannot sell in order to obtain cash for general operations.

Our unaudited condensed consolidated balance sheet reflects the cash and cash equivalents, investments, other assets and liabilities of those sponsored investment products we consolidate, as well as redeemable non-controlling interests for the portion of these sponsored investment products that are held by unrelated third-party investors. Although we can redeem our net interest in these sponsored investment products at any time, we cannot directly access or sell the assets held by the products to obtain cash for general operations. Additionally, the assets of these sponsored investment products are not available to our general creditors. Our interest in these sponsored investment products was generally used as initial seed capital and is recategorized as discretionary when it is determined by management that the seed capital is no longer needed. We assess the discretionary investment products and, when we decide to liquidate our interest, we seek to do so in a way as to not impact the product and, ultimately, the unrelated third-party investors.

Uses of Liquidity

We increased our quarterly recurring dividend per common share in February 2024 by 1.6% to $1.24 per common share from $1.22 per common share. Further, we expended $80.1 million in the first quarter of 2024 to repurchase 717 thousand shares of our outstanding common stock, at an average price of $111.11 per share. These dividends and repurchases were expended using existing cash balances and cash generated from operations. While opportunistic in our approach to stock buybacks, we will generally repurchase our common stock over time to offset the dilution created by our equity-based compensation plans.

Since the end of 2021, we have returned nearly $3.7 billion to stockholders through stock repurchases and regular quarterly dividends, as follows:

Page 32

(in millions)			Recurring dividend												Stock repurchases						Total cash returned to stockholders
2022			$	1,108.8											$	855.3					$	1,964.1
2023			1,121.9												254.3						1,376.2
Three months ended 3/31/2024			285.0												80.1						365.1
Total			$	2,515.7											$	1,189.7					$	3,705.4

We anticipate property, equipment, software and other capital expenditures, including internal labor capitalization, for the full-year 2024 to be about $485 million of which approximately 50% is planned for technology initiatives with the remaining primarily related to the build out of our new Baltimore headquarters. We expect to fund our anticipated capital expenditures with operating cash flows and other available resources.

Page 33

Cash Flows

The following table summarizes the cash flows for the three months ended March 31, 2024 and 2023, that are attributable to T. Rowe Price, our consolidated sponsored investment products, and the related eliminations required in preparing the statement.

			Three months ended
			3/31/2024																								3/31/2023
(in millions)			Cash flow attributable to T. Rowe Price						Cash flow attributable to consolidated sponsored investment products						Elims						As reported						Cash flow attributable to T. Rowe Price						Cash flow attributable to consolidated sponsored investment products						Elims						As reported
Cash flows from operating activities
Net income (loss)			$	573.8					$	70.0					$	(50.4)					$	593.4					$	421.5					$	41.8					$	(21.6)					$	441.7
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities
Depreciation, amortization and impairments of property, equipment and software			62.6						—						—						62.6						58.8						—						—						58.8
Amortization and impairment of acquisition-related assets and retention agreements			50.8						—						—						50.8						48.2						—						—						48.2
Fair value remeasurement of contingent liability			—						—						—						—						(49.6)						—						—						(49.6)
Stock-based compensation expense			58.4						—						—						58.4						58.8						—						—						58.8
Net (gains) losses recognized on investments			(197.4)						—						50.4						(147.0)						(123.9)						—						21.6						(102.3)
Total non-cash adjustments			(25.6)						—						50.4						24.8						(7.7)						—						21.6						13.9
Net redemptions in sponsored investment products used to economically hedge supplemental savings plan liability			15.1						—						—						15.1						18.4						—						—						18.4
Net change in trading securities held by consolidated sponsored investment products			—						(158.3)						—						(158.3)						—						(200.7)						—						(200.7)
Other changes			176.2						(7.4)						(6.5)						162.3						240.5						(0.7)						(1.4)						238.4
Net cash provided by (used in) operating activities			739.5						(95.7)						(6.5)						637.3						672.7						(159.6)						(1.4)						511.7
Net cash provided by (used in) investing activities			(34.4)						(0.1)						25.9						(8.6)						(52.0)						(2.5)						(3.0)						(57.5)
Net cash provided by (used in) financing activities			(355.2)						106.8						(19.4)						(267.8)						(282.2)						133.6						4.4						(144.2)
Effect of exchange rate changes on cash and cash equivalents of consolidated sponsored investment products			—						(0.8)						—						(0.8)						—						1.5						—						1.5
Net change in cash and cash equivalents during period			349.9						10.2						—						360.1						338.5						(27.0)						—						311.5
Cash and cash equivalents at beginning of year			2,066.6						77.2						—						2,143.8						1,755.6						119.1						—						1,874.7
Cash and cash equivalents at end of period			$	2,416.5					$	87.4					$	—					$	2,503.9					$	2,094.1					$	92.1					$	—					$	2,186.2

Page 34

Operating Activities

Operating activities attributable to T. Rowe Price Group during the first quarter of 2024 provided cash flows of $739.5 million, an increase of $66.8 million from $672.7 million during the 2023 period. The increase was primarily driven by a $152.3 million increase in net income. This was offset in part by a higher reduction of operating cash flows of $17.9 million from non-cash items and by a $64.3 million decrease in timing differences related to the cash settlement of our assets and liabilities. The details of our non-cash adjustments are detailed in the table above. Additionally, in 2024, we made $3.3 million in more net investments in certain investment products that economically hedge our supplemental savings plan liability. The remaining change in reported cash flows from operating activities was attributable to the net change in trading securities held in our consolidated investment products’ underlying portfolios.

Our interim operating cash flows does not include the cash impact of variable compensation that is accrued throughout the year before being substantially paid out in December.

Investing Activities

Net cash used in investing activities that were attributable to T. Rowe Price Group totaled $34.4 million in 2024 compared with $52.0 million in 2023. During 2024, net proceeds from the sale of investments of $65.3 million were higher compared to $9.3 million during the 2023 period. In 2024, we increased our property and equipment expenditures by $41.8 million and decreased our other investing activity by $3.4 million. We eliminate our capital in those sponsored investment products we consolidate in preparing our consolidated statements of cash flows. The remaining change in reported cash flows from investing activities of $2.4 million is primarily related to the net cash removed from our balance sheet from consolidating and deconsolidating investment products.

Financing Activities

Net cash used in financing activities attributable to T. Rowe Price Group totaled $355.2 million in 2024 compared with $282.2 million in 2023. During 2024, we used $83.1 million to repurchase 0.7 million shares compared to $8.2 million to repurchase 25 thousand shares in 2023. The $4.3 million increase in dividends paid in 2024 is a result of the 1.6% increase in our quarterly dividend per share in 2024. In addition, cash flow related to common stock issued under stock compensation plans increased by $6.2 million during 2024 compared to 2023. The remaining change in reported cash flows from financing activities is primarily attributable to a $50.6 million increase in net subscriptions from redeemable non-controlling interest holders of our consolidated investment products during 2024.

CRITICAL ACCOUNTING POLICIES.

The preparation of financial statements often requires the selection of specific accounting methods and policies from among several acceptable alternatives. Further, significant estimates and judgments may be required in selecting and applying those methods and policies in the recognition of the assets and liabilities in our unaudited condensed consolidated balance sheets, the revenues and expenses in our unaudited condensed consolidated statements of income, and the information that is contained in our significant accounting policies and notes to unaudited condensed consolidated financial statements. Making these estimates and judgments requires the analysis of information concerning events that may not yet be complete and of facts and circumstances that may change over time. Accordingly, actual amounts or future results can differ materially from those estimates that we include currently in our unaudited condensed consolidated financial statements, significant accounting policies, and notes.

There have been no material changes in the critical accounting policies previously identified in our 2023 Annual Report on Form 10-K.

NEWLY-ISSUED BUT NOT YET ADOPTED ACCOUNTING GUIDANCE.

See Note 1 - The Company and Basis of Preparation note within Item 1. Financial Statements for a discussion of newly issued but not yet adopted accounting guidance.

Page 35

FORWARD-LOOKING INFORMATION.

From time to time, information or statements provided by or on behalf of T. Rowe Price, including those within this report, may contain certain forward-looking information, including information or anticipated information relating to: our revenues, net income, and earnings per share of common stock; changes in the amount and composition of our assets under management; our expense levels; our tax rate; legal or regulatory developments; geopolitical instability; interest rates and currency fluctuations; and our expectations regarding financial markets, future transactions, dividends, stock repurchases, investments, new products and services, capital expenditures, changes in our effective fee rate, and other industry or market conditions. Readers are cautioned that any forward-looking information provided by or on behalf of T. Rowe Price is not a guarantee of future performance. Actual results may differ materially from those in forward-looking information because of various factors including, but not limited to, those discussed below and in Item 1A, Risk Factors, included in our Form 10-K Annual Report for 2023. Further, forward-looking statements speak only as of the date on which they are made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which it is made or to reflect the occurrence of unanticipated events.

Our future revenues and results of operations will fluctuate primarily due to changes in the total value and composition of assets under our management. Such changes result from many factors, including, among other things: client-related cash inflows and outflows in our products, performance fees, capital allocation-based income, fluctuations in global financial markets that result in appreciation or depreciation of the assets under our management, our introduction of new investment products, and changes in retirement savings trends relative to participant-directed investments and defined contribution plans.

The ability to attract and retain investors’ assets under our management is dependent on investor sentiment and confidence; the relative investment performance of the T. Rowe Price mutual funds and other managed investment products as compared with competing offerings and market indexes; the ability to maintain our investment management and administrative fees at appropriate levels; the impact of changes in interest rates and inflation; competitive conditions in the mutual fund, asset management, and broader financial services sectors; our level of success in implementing our strategy to expand our business; and our ability to attract and retain key personnel. Our revenues are substantially dependent on fees earned under contracts with the T. Rowe Price funds and could be adversely affected if the independent directors of one or more of the T. Rowe Price funds terminated or significantly altered the terms of the investment management or related administrative services agreements. Non-operating investment income will also fluctuate primarily due to the size of our investments, changes in their market valuations, and any other-than-temporary impairments that may arise or, in the case of our equity method investments, our proportionate share of the investees’ net income.

Our future results are also dependent upon the level of our expenses, which are subject to fluctuation for the following or other reasons: changes in the level of our advertising and promotion expenses in response to market conditions, including our efforts to expand our investment advisory business to investors outside the U.S. and to further penetrate our distribution channels within the U.S.; the pace and level of spending to support key strategic priorities; variations in the level of total compensation expense due to, among other things, bonuses, restricted stock units and other equity grants, other incentive awards, our supplemental savings plan, changes in our employee count and mix, and competitive factors; any goodwill, intangible asset or other asset impairment that may arise; fluctuation in foreign currency exchange rates applicable to the costs of our international operations; expenses and capital costs, such as technology assets, depreciation, amortization, and research and development, incurred to maintain and enhance our administrative and operating services infrastructure; the timing of the assumption of all third party research payments, unanticipated costs that may be incurred to protect investor accounts and the goodwill of our clients; and disruptions of services, including those provided by third parties, such as fund and product recordkeeping, facilities, communications, power, and the mutual fund transfer agent and accounting systems, as a result of extreme events, cyberattacks or otherwise.

Our business is also subject to substantial governmental regulation, and changes in legal, regulatory, accounting, tax, and compliance requirements may have a substantial effect on our operations and results, including, but not limited to, effects on costs that we incur and effects on investor interest in sponsored investment products and investing in general or in particular classes of mutual funds or other investments.

Page 36