BrightSphere Investment Group Plc Watch

from 10-Q 12 pages Third Amendment Dated as of August 3, 2016 (This “Amendment”), to the Revolving Credit Agreement Dated as of October 15, 2014 (As Amended, Restated, Supplemented or Otherwise Modified From Time to Time, the “Credit Agreement”), Among Om Asset Management PLC (The “Borrower”), the Lenders Party Thereto and Citibank, N.A., as Administrative Agent (The “Administrative Agent”). Whereas, the Borrower and the Lenders Party Hereto, Constituting the Required Lenders, Desire to Make Certain Modifications to the Credit Agreement as Provided Herein. Now, Therefore, in Consideration of the Above Recital and Other Good and Valuable Consideration, the Receipt and Sufficiency of Which Are Hereby Acknowledged, the Parties Hereto Hereby Agree as Follows: 1.defined Terms. Capitalized Terms Used but Not Otherwise Defined Herein Have the Meanings Assigned to Them in the Credit Agreement. 2.amendment of the Credit Agreement. Effective as of the Amendment Effective Date (As Defined Below), the Credit Agreement Is Hereby Amended as Follows: (A)the Following Definitions Are Added in the Appropriate Alphabetical Order to Section 1.01 of the Credit Agreement: “Landmark Acquisition” Means the Acquisition of Landmark Partners by the Borrower Pursuant to the Landmark Acquisition Agreement as in Effect on the Third Amendment Effective Date

from 10-Q 11 pages Second Amendment Dated as of March 1, 2016 (This “Amendment”), to the Revolving Credit Agreement Dated as of October 15, 2014 (As Amended, Restated, Supplemented or Otherwise Modified From Time to Time, the “Credit Agreement”), Among Om Asset Management PLC (The “Borrower”), the Lenders Party Thereto and Citibank, N.A., as Administrative Agent (The “Administrative Agent”)

from 10-Q 9 pages First Amendment Dated as of September 1, 2015 (This “Amendment”), to the Revolving Credit Agreement Dated as of October 15, 2014 (As Amended, Restated, Supplemented or Otherwise Modified From Time to Time, the “Credit Agreement”), Among Om Asset Management PLC (The “Borrower”), the Lenders Party Thereto and Citibank, N.A., as Administrative Agent (The “Administrative Agent”). Whereas, the Borrower and the Lenders Party Hereto, Constituting the Required Lenders, Desire to Make Certain Modifications to the Credit Agreement as Provided Herein. Now, Therefore, in Consideration of the Above Recital and Other Good and Valuable Consideration, the Receipt and Sufficiency of Which Are Hereby Acknowledged, the Parties Hereto Hereby Agree as Follows: 1.defined Terms. Capitalized Terms Used but Not Otherwise Defined Herein Have the Meanings Assigned to Them in the Credit Agreement. 2.amendment of the Credit Agreement. Effective as of the Amendment Effective Date (As Defined Below), Clause (A) of Section 6.11 of the Credit Agreement Is Hereby Amended to Read in Its Entirety as Follows: “(A) Incur, Directly or Indirectly, Any Indebtedness or Any Other Monetary Obligation or Liability Whatsoever, Including With Respect to Intercompany Accounts, Other Than Indebtedness Owing to the Borrower or of the Uk Sub Owing to the US Sub,” 3.representations and Warranties. to Induce the Lenders to Enter Into This Amendment, the Borrower Represents and Warrants to the Lenders That

from 8-K 91 pages Revolving Credit Agreement Dated as of October 15, 2014, Among Om Asset Management PLC, the Lenders Named Herein, and Citibank, N.A., as Administrative Agent Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Joint Lead Arrangers and Joint Bookrunners

from S-1/A 11 pages Om Asset Management Limited Loan Note Instrument Constituting Up to US$37,000,000 in Nominal Amount of Loan Notes Dated September 2014 Contents

from S-1/A 87 pages Revolving Credit Agreement Dated as of October [·], 2014, Among Om Asset Management PLC, the Lenders Named Herein, and Citibank, N.A., as Administrative Agent Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Joint Lead Arrangers and Joint Bookrunners