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or expulsion from a particular jurisdiction or market or the revocation of licenses, any of which could alsoadversely affect our reputation, prospects, revenues, and earnings.We are subject to U.S. federal securities laws, state laws regarding securities fraud, other federal andstate laws and rules and regulations of certain regulatory and self-regulatory organizations, including thoserules and regulations promulgated by, among others, the SEC, the Financial Industry Regulatory Authorityand the New York Stock Exchange. To the extent operations or trading in our securities take place outsidethe United States, we are subject to regulation by non-U.S. regulations and regulators, such as the U.K.Financial Services Authority, and U.S. regulations and regulators such as the Department of Justice and theSEC with respect to the Foreign Corrupt Practices Act of 1977. Certain of our subsidiaries are registeredwith the SEC under the Investment Advisers Act of 1940 and many of our funds are registered with the SECunder the Investment Company Act of 1940, both of which impose numerous obligations, as well asdetailed operational requirements, on our subsidiaries which are investment advisers to registeredinvestment companies. Our subsidiaries must comply with a myriad of complex and changing U.S. and/ornon-U.S. rules and regulations, some of which may conflict, as well as complex tax regimes. Additionally,as we expand our operations, sometimes rapidly, into non-U.S. jurisdictions, the rules and regulations ofthese non-U.S. jurisdictions become applicable, sometimes with short compliance deadlines, and add furtherregulatory complexity to our ongoing compliance operations.In addition, we are a bank holding company and a financial holding company subject to the supervisionand regulation of the Federal Reserve Board (the “FRB”) and are subject to the restrictions, limitations, orprohibitions of the Bank Holding Company Act of 1956, as amended, and the Gramm-Leach-Bliley Act.The FRB may impose additional limitations or restrictions on our activities, including if the FRB believesthat we do not have the appropriate financial and managerial resources to commence or conduct an activityor make an acquisition. Further, our subsidiary, Fiduciary Trust, is subject to extensive regulation,supervision and examination by the Federal Deposit Insurance Corporation and New York State BankingDepartment, while other subsidiaries are subject to oversight by the Office of Thrift Supervision and variousstate regulators. The laws and regulations imposed by these regulators generally involve restrictions andrequirements in connection with a variety of technical, specialized, and expanding matters and concerns.For example, compliance with anti-money laundering and Know-Your-Customer requirements, bothdomestically and internationally, and the Bank Secrecy Act has taken on heightened importance withregulators as a result of efforts to, among other things, limit terrorism. At the same time, there has beenincreased regulation with respect to the protection of customer privacy and the need to secure sensitivecustomer information. As we continue to address these requirements or focus on meeting new or expandedones, we may expend a substantial amount of time and resources, even though our banking/finance businessdoes not constitute our dominant business sector. Any inability to meet these requirements, within thetimeframes set by regulators, may subject us to sanctions or other restrictions by the regulators that couldimpact our broader business. Moreover, being subject to banking regulation may put us at a disadvantagecompared to our competitors which are not subject to such requirements.Regulatory and legislative actions and reforms have made the regulatory environment in which weoperate more costly and future actions and reforms could adversely impact our assets under management,increase costs and negatively impact our profitability and future financial results. Since 2001, the federalsecurities laws have been augmented substantially and made significantly more complex by, among othermeasures, the Sarbanes-Oxley Act of 2002 and the USA Patriot Act of 2001. Moreover, changes in theinterpretation or enforcement of existing laws or regulations have directly affected our business. With newlaws and changes in interpretation and enforcement of existing requirements, the associated time we mustdedicate to, and related costs we must incur in, meeting the regulatory complexities of our business haveincreased. These outlays have also increased as we expand our business into new jurisdictions. Complianceactivities to meet these new legal requirements have required us to expend additional time and resources,25

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