Exhibit 4.5


 


REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS
AGREEMENT (this “Agreement”) is made and entered into as of February 12,
2004, by and between AFFILIATED MANAGERS GROUP, INC., a Delaware corporation
(the “Company”) and MERRILL LYNCH & CO., MERRILL LYNCH, PIERCE, FENNER
& SMITH INCORPORATED (“Merrill Lynch”).


 


This Agreement is made pursuant
to the Purchase Agreement, dated February 6, 2004 (the “Purchase
Agreement”), between the Company, as issuer of [220,000] PRIDESSM (the
“PRIDES”) each with a stated amount of $1,000, which will initially consist of
units (referred to as “Income PRIDESSM”), comprised of (a) a stock
purchase contract (the “Purchase Contract”) under which (i) the holder will
purchase from the Company on February 17, 2008 a number of shares of
common stock, par value $0.01 per share, of the Company (the “Common Stock”)
equal to the Settlement Rate as set forth in the Purchase Contract Agreement
(as defined below) and (ii) the Company will pay certain Contract Adjustment Payments
to the holders as provided in the Purchase Contract Agreement, and (b) $1,000
principal amount of the Company’s 4.125% Senior Notes due February 17,
2010, and Merrill Lynch, which provides for, among other things, the sale by
the Company to Merrill Lynch of the aggregate principal amount of PRIDES
specified therein.  In order to induce
Merrill Lynch to enter into the Purchase Agreement, the Company has agreed to
provide the registration rights set forth in this Agreement. The execution of
this Agreement is a condition to the closing under the Purchase Agreement.


 


The Company agrees with Merrill
Lynch, (i) for its benefit as a Holder of the PRIDES and (ii) for the benefit
of the beneficial owners (including Merrill Lynch) from time to time of the
PRIDES, and the beneficial owners from time to time of the Underlying Common
Stock (as defined herein) issued upon settlement of the Purchase Contracts
(each of the foregoing a “Holder” and together the “Holders”), as follows:


 


SECTION 1.           Definitions. 
Capitalized terms used herein without definition shall have their
respective meanings set forth in the Purchase Agreement.  As used in this Agreement, the following
terms shall have the following meanings:


 


“Additional Shares:”  See Section 2(f) hereof.


 


“Business Day:”  Each Monday, Tuesday, Wednesday, Thursday and
Friday that is not a day on which banking institutions in The City of New York
are authorized or obligated by law or executive order to close.


 


“Common Stock:”  See the second paragraph hereof.


 


“Company:”  See the first paragraph hereof.


 


“Deferral Notice:”  See Section 3(h) hereof.


 


“Deferral Period:”  See Section 3(h) hereof.


 
















 


“Effectiveness Deadline
Date:”  See Section 2(a) hereof.


 


“Effectiveness Period:”  The period beginning on February 17, 2008
and ending on the earlier of (i) the sale pursuant to the Initial Shelf
Registration Statement of all Registrable Securities thereunder and (ii) the
expiration of the holding period applicable to such Registrable Securities held
by persons not Affiliates of the Company under Rule 144(k) under the Securities
Act.


 


“Event:”  See Section 2(f) hereof.


 


“Event Date:”  See Section 2(f) hereof.


 


“Exchange Act:”  The Securities Exchange Act of 1934, as
amended, and the rules and regulations of the SEC promulgated thereunder.


 


“Holder:”  See the third paragraph hereof.


 


“Initial Shelf Registration
Statement:”  See Section 2(a)
hereof.


 


“Issue Date:” means
February 12, 2004.


 


“Material Event:”  See Section 3(h) hereof.


 


“Notice and
Questionnaire:”  A written notice delivered
to the Company containing substantially the information called for by the
Selling Securityholder Notice and Questionnaire attached as Annex A to the
Offering Memorandum of the Company, dated February 12, 2004, relating to
the PRIDES.


 


“Notice Holder:”  On any date, any Holder that has delivered a
Notice and Questionnaire to the Company on or prior to such date.


 


“PRIDES:”  See the second paragraph hereof.


 


“Prospectus:”  The prospectus included in any Registration
Statement (including, without limitation, a prospectus that discloses
information previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 415 promulgated under the
Securities Act), as amended or supplemented by any amendment or prospectus
supplement, including post-effective amendments, and all materials incorporated
by reference in such Prospectus.


 


“Purchase Agreement:”  See the second paragraph hereof.


 


“Purchase Contract Agreement:”
means the purchase contract agreement to be dated as of February 12, 2004,
between the Company and The Bank of New York, as purchase contract agent.


 


“Record Holder:”  With respect to an Event Date, the registered
holder of such Registrable Security.


 


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“Registrable Securities:”  The Underlying Common Stock, until the
earliest of (i) its effective registration under the Securities Act and
resale in accordance with the Registration Statement covering it, (ii) its sale
to the public pursuant to Rule 144, or (iii) the expiration of the
Effectiveness Period.


 


“Registration Statement:”  Any registration statement of the Company
that covers any of the Registrable Securities pursuant to the provisions of
this Agreement, including the Prospectus, amendments and supplements to such
registration statement, including post-effective amendments, all exhibits, and
all materials incorporated by reference in such registration statement.


 


“Rule 144:”  Rule 144 under the Securities Act, as such
Rule may be amended from time to time, or any similar rule or regulation
hereafter adopted by the SEC.


 


“SEC:”  The Securities and Exchange Commission.


 


“Securities Act:”  The Securities Act of 1933, as amended, and
the rules and regulations promulgated by the SEC thereunder.


 


“Settlement Rate:”  See the second paragraph hereof.


 


“Shelf Registration
Statement:”  See Section 2(a)
hereof.


 


“Subsequent Shelf Registration
Statement:”  See Section 2(c)
hereof.


 


“TIA:”  The Trust Indenture Act of 1939, as amended.


 


“Underlying Common Stock:”  The Common Stock which is delivered upon
settlement of the Purchase Contracts.


 


SECTION 2.           Shelf Registration.


 


(a)           The
Company shall prepare or cause to be prepared and shall use reasonable efforts
to file or cause to be filed with the SEC a Registration Statement for an
offering to be made on a delayed or continuous basis pursuant to Rule 415 of
the Securities Act (a “Shelf Registration Statement”) registering the resale
from time to time by Holders thereof of all of the Registrable Securities (the “Initial
Shelf Registration Statement”). The Initial Shelf Registration Statement shall
be on Form S-3 or another appropriate form permitting registration of such
Registrable Securities for resale by such Holders in accordance with the
methods of distribution elected by the Holders and set forth in the Initial
Shelf Registration Statement; provided, that in no event will such method(s) of
distribution take the form of an underwritten offering of the Registrable
Securities without the prior agreement of the Company.  The Company shall use reasonable efforts to
cause the Initial Shelf Registration Statement to be declared effective under
the Securities Act by a date (the “Effectiveness Deadline Date”) that is no
later than the Business Day prior to February 17, 2008 and to keep the
Initial Shelf Registration Statement (or any Subsequent Shelf Registration
Statement) continuously effective under the Securities Act until the expiration
of the Effectiveness Period, subject to the rights of the Company under Section 3(h)
to create a Deferral Period. At the time the Initial Shelf 


 


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Registration Statement is declared effective,
each Holder that became a Notice Holder on or prior to the date ten (10)
Business Days prior to such time of effectiveness shall be named as a selling
securityholder in the Initial Shelf Registration Statement and the related
Prospectus in such a manner as to permit such Holder to deliver such Prospectus
to purchasers of Registrable Securities in accordance with applicable law.


 


(b)           Upon
the occurrence of an Early Settlement, a Merger Early Settlement or a
Significant Corporate Action Early Settlement (as each term is defined in the
Purchase Contract Agreement), the Company shall prepare or cause to be prepared
and shall use reasonable efforts to file or cause to be filed with the SEC the
Initial Shelf Registration Statement within ten (10) Business Days after the
occurrence of such early settlement and to cause the Initial Shelf Registration
Statement to be declared effective under the Securities Act as soon as
practicable thereafter.  The Company
shall keep the Initial Shelf Registration Statement (or any Subsequent Shelf
Registration Statement) continuously effective under the Securities Act until
the expiration of the Effectiveness Period, subject to the rights of the
Company under Section 3(h) to create a Deferral Period.


 


(c)           If
the Initial Shelf Registration Statement or any Subsequent Shelf Registration
Statement ceases to be effective for any reason at any time during the
Effectiveness Period, the Company shall use reasonable efforts to obtain the
prompt withdrawal of any order suspending the effectiveness thereof, and in any
event shall within thirty (30) days of such cessation of effectiveness amend
the Shelf Registration Statement in a manner reasonably expected by the Company
to obtain the withdrawal of the order suspending the effectiveness thereof, or
file an additional Shelf Registration Statement covering all of the Securities
that as of the date of such filing are Registrable Securities (a “Subsequent
Shelf Registration Statement”).  If a
Subsequent Shelf Registration Statement is filed, the Company shall use
reasonable efforts to cause the Subsequent Shelf Registration Statement to become
effective as promptly as is practicable after such filing and to keep such
Registration Statement (or subsequent Shelf Registration Statement)
continuously effective until the end of the Effectiveness Period.


 


(d)           The
Company shall supplement and amend the Shelf Registration Statement if required
by the rules, regulations or instructions applicable to the registration form
used by the Company for such Shelf Registration Statement if required by the
Securities Act or, to the extent to which the Company does not reasonably
object, as reasonably requested by Merrill Lynch.


 


(e)           Each
Holder of Underlying Common Stock agrees that if such Holder wishes to sell
Underlying Common Stock pursuant to a Shelf Registration Statement and related
Prospectus, it will do so only in accordance with this Section 2(e) and
Section 3(h).  Each Holder of
Underlying Common Stock wishing to sell Underlying Common Stock pursuant to a
Shelf Registration Statement and related Prospectus agrees to deliver a Notice
and Questionnaire to the Company at least eight (8) but not more than twenty
(20) Business Days prior to any intended resale of Underlying Common Stock
under the Shelf Registration Statement. From and after the date the Initial
Shelf Registration Statement is declared effective, the Company shall, as
promptly as reasonably practicable after the date a Notice and Questionnaire is
delivered, and in any event within five (5) Business Days after such date, (i)
if required by applicable law, file with the SEC a post-effective amendment to
the Shelf Registration Statement or prepare and, if 


 


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required by applicable law, file a supplement to
the related Prospectus or a supplement or amendment to any document
incorporated therein by reference or file any other document required by the
SEC so that the Holder delivering such Notice and Questionnaire is named as a
selling securityholder in the Shelf Registration Statement and the related
Prospectus in such a manner as to permit such Holder to deliver such Prospectus
to purchasers of the Underlying Common Stock in accordance with applicable law
and, if the Company shall file a post-effective amendment to the Shelf
Registration Statement, use reasonable efforts to cause such post-effective
amendment to be declared effective under the Securities Act as promptly as is
practicable; (ii) provide such Holder copies of any documents filed pursuant to
Section 2(e)(i); and (iii) notify such Holder as promptly as practicable
after the effectiveness under the Securities Act of any post-effective
amendment filed pursuant to Section 2(e)(i); provided, that if such Notice
and Questionnaire is delivered during a Deferral Period, the Company shall so
inform the Holder delivering such Notice and Questionnaire and shall take the
actions set forth in clauses (i), (ii) and (iii) above upon expiration of the
Deferral Period in accordance with Section 3(h).  Notwithstanding anything contained herein to
the contrary, the Company shall be under no obligation to name any Holder that
is not a Notice Holder as a selling securityholder in any Registration
Statement or related Prospectus; provided, however, that any Holder that
becomes a Notice Holder pursuant to the provisions of Section 2(e) of this
Agreement (whether or not such Holder was a Notice Holder at the time the
Registration Statement was initially declared effective) shall be named as a
selling securityholder in the Registration Statement or related Prospectus
subject to and in accordance with the requirements of this Section 2(e).


 


(f)            The
parties hereto agree that the Holders of Underlying Common Stock will suffer
damages, and that it would not be feasible to ascertain the extent of such
damages with precision, if (i) the Initial Shelf Registration Statement has not
been declared effective under the Securities Act on or prior to the
Effectiveness Deadline Date, or (ii) the aggregate duration of Deferral Periods
in any period exceeds the number of days permitted in respect of such period
pursuant to Section 3(h) hereof (each of the events of a type described in
any of the foregoing clauses (i) and (ii) are individually referred to herein
as an “Event,” and the Effectiveness Deadline Date in the case of clause (i),
and the date on which the aggregate duration of Deferral Periods in any period
exceeds the number of days permitted by Section 3(h) hereof in the case of
clause (ii), being referred to herein as an “Event Date”).


 


Accordingly, on any Event Date
with respect to Record Holders of Underlying Common Stock, the Company agrees
to deliver to such Holders, as damages and not as a penalty, a number of
additional shares (the “Additional Shares”), deliverable on February 17,
2008, upon the occurrence of an Event described in 2(f)(i) or within ten (10)
Business Days of the occurrence of an Event described in 2(f)(ii) to Record
Holders of Underlying Common Stock, equal to 2.0% of the number of shares of
Underlying Common Stock held by such Record Holder; provided however, if a
Holder of Underlying Common Stock has not delivered a Notice and Questionnaire
to the Company pursuant to Section 2(e) indicating that they wish to sell
their Common Stock pursuant to the Initial Shelf Registration Statement, such
Holder will not be entitled to receive the Additional Shares.  Notwithstanding the foregoing, the parties
agree that the sole remedy for a violation of the terms of this Agreement shall
be the delivery of the Additional Shares.


 


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Notwithstanding the foregoing,
no Additional Shares shall be delivered with respect to any Underlying Common
Stock after (x) the date such security is no longer a Registrable Security and
(y) the expiration of the Effectiveness Period.


 


All of the Company’s
obligations set forth in this Section 2(f) that are outstanding with
respect to any Underlying Common Stock at the time such security ceases to be a
Registrable Security shall survive until such time as all such obligations with
respect to such security have been satisfied in full (notwithstanding
termination of this Agreement pursuant to Section 7(j)).


 


The parties hereto agree that
the Additional Shares provided for in this Section 2(f) constitute a
reasonable estimate of the damages that may be incurred by Record Holders of
Underlying Common Stock that are Registrable Securities by reason of the
failure of the Shelf Registration Statement to be declared effective or
available for effecting resales of Registrable Securities in accordance with
the provisions hereof.


 


SECTION 3.           Registration Procedures.  In connection with the registration
obligations of the Company under Section 2 hereof, the Company shall:


 


(a)           Before
filing any Registration Statement or Prospectus or any amendments or
supplements thereto with the SEC, furnish to Merrill Lynch copies of all such
documents proposed to be filed and give reasonable consideration to such
comments as Merrill Lynch reasonably shall propose within three (3) Business
Days of the delivery of such copies to Merrill Lynch.


 


(b)           Subject
to Section 3(h), prepare and file with the SEC such amendments and
post-effective amendments to each Registration Statement as may be necessary to
keep such Registration Statement continuously effective for the applicable
period specified in Section 2(a); cause the related Prospectus to be
supplemented by any required Prospectus Supplement, and as so supplemented to
be filed pursuant to Rule 424 (or any similar provisions then in force) under
the Securities Act; and use reasonable efforts to comply with the provisions of
the Securities Act applicable to it with respect to the disposition of all
securities covered by such Registration Statement during the Effectiveness
Period in accordance with the intended methods of disposition by the sellers
thereof set forth in such Registration Statement as so amended or such
Prospectus as so supplemented.


 


(c)           As
promptly as practicable give notice to the Notice Holders and Merrill Lynch (i)
when any Prospectus, Prospectus Supplement, Registration Statement or
post-effective amendment to a Registration Statement (other than any such
Prospectus Supplement, Registration Statement or post-effective amendment to a
Registration Statement which is filed solely to name additional selling
security holders or to reflect any other matters that are not of a material
nature) has been filed with the SEC and, with respect to a Registration
Statement or any post-effective amendment, when the same has been declared
effective, (ii) of any request, following the effectiveness of the Initial
Shelf Registration Statement under the Securities Act, by the SEC or any other
federal or state governmental authority for amendments or supplements to any
Registration Statement or related Prospectus or for additional information,
(iii) of the issuance by the SEC or any other federal or state governmental
authority of any stop order 


 


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suspending the effectiveness of any Registration
Statement or the initiation or threatening of any proceedings for that purpose,
and (iv) of the receipt by the Company of any notification with respect to the
suspension of the qualification or exemption from qualification of any of the
Registrable Securities for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose, which notice may, at the
discretion of the Company (or as required pursuant to Section 3(h)), state
that it constitutes a Deferral Notice, in which event the provisions of
Section 3(h) shall apply.


 


(d)           Use
all reasonable efforts to obtain the withdrawal of any order suspending the
effectiveness of a Registration Statement or the lifting of any suspension of
the qualification (or exemption from qualification) of any of the Registrable
Securities for sale in any jurisdiction in which they have been qualified for
sale, in either case at the earliest possible moment.


 


(e)           As
promptly as reasonably practicable furnish to each Notice Holder and Merrill
Lynch, upon their request and without charge, at least one (1) conformed copy
of the Registration Statement and any amendment thereto, including financial
statements, but excluding schedules, all documents incorporated or deemed to be
incorporated therein by reference and all exhibits (unless requested in writing
to the Company by such Notice Holder or Merrill Lynch, as the case may be).


 


(f)            During
the Effectiveness Period, deliver to each Notice Holder in connection with any
sale of Underlying Common Stock pursuant to a Registration Statement, without
charge, as many copies of the Prospectus or Prospectuses relating to such
Registrable Securities (including each preliminary prospectus) and any
amendment or supplement thereto as such Notice Holder may reasonably request;
and the Company hereby consents (except during such periods that a Deferral
Notice is outstanding and has not been revoked) to the use of such Prospectus
or each amendment or supplement thereto by each Notice Holder in connection
with any offering and sale of the Underlying Common Stock covered by such
Prospectus or any amendment or supplement thereto in the manner set forth
therein.


 


(g)           Subject
to Section 3(h), prior to any public offering of the Registrable
Securities pursuant to the Shelf Registration Statement, use all reasonable
efforts to register or qualify or cooperate with the Notice Holders in
connection with the registration or qualification (or exemption from such
registration or qualification) of such Registrable Securities for offer and
sale under the securities or Blue Sky laws of such jurisdictions within the
United States as any Notice Holder reasonably requests in writing (which
request may be included in the Notice and Questionnaire); prior to any public
offering of the Registrable Securities pursuant to the Shelf Registration
Statement, use reasonable efforts to keep each such registration or
qualification (or exemption therefrom) effective during the Effectiveness
Period in connection with such Notice Holder’s offer and sale of Registrable
Securities pursuant to such registration or qualification (or exemption
therefrom) and do any and all other acts or things necessary to enable the
disposition in such jurisdictions of such Registrable Securities in the manner
set forth in the relevant Registration Statement and the related Prospectus;
provided, that the Company will not be required to (i) qualify as a foreign
corporation or as a dealer in securities in any jurisdiction where it is not
otherwise qualified but for this Agreement or (ii) take any action that would 


 


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subject it to general service of process in
suits or to taxation in any such jurisdiction where it is not then so subject.


 


(h)           Upon
(A) the issuance by the SEC of a stop order suspending the effectiveness of the
Shelf Registration Statement or the initiation of proceedings with respect to
the Shelf Registration Statement under Section 8(d) or 8(e) of the
Securities Act, (B) the occurrence of any event or the existence of any fact (a
“Material Event”) as a result of which any Registration Statement shall contain
any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein not
misleading, or any Prospectus shall contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, or (C) the occurrence or existence
of any pending corporate development that, in the discretion of the Company,
makes it appropriate to suspend the availability of the Shelf Registration
Statement and the related Prospectus, (i) in the case of clause (B) above,
subject to the next sentence, as promptly as practicable prepare and file a
post-effective amendment to such Registration Statement or a supplement to the
related Prospectus or any document incorporated therein by reference or file
any other required document that would be incorporated by reference into such
Registration Statement and Prospectus so that such Registration Statement does
not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements
therein not misleading, and such Prospectus does not contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, as thereafter delivered
to the purchasers of the Registrable Securities being sold thereunder, and, in
the case of a post-effective amendment to a Registration Statement, subject to
the next sentence, use reasonable efforts to cause it to be declared effective
as promptly as is reasonably practicable, and (ii) give notice to the Notice
Holders that the availability of the Shelf Registration Statement is suspended
(a “Deferral Notice”) and, upon receipt of any Deferral Notice, each Notice
Holder agrees not to sell any Registrable Securities pursuant to the
Registration Statement until such Notice Holder’s receipt of copies of the
supplemented or amended Prospectus provided for in clause (i) above, or until
it is advised in writing by the Company that the Prospectus may be used, and
has received copies of any additional or supplemental filings that are
incorporated or deemed incorporated by reference in such Prospectus.  The Company will use all reasonable efforts
to ensure that the use of the Prospectus may be resumed (x) in the case of
clause (A) above, as promptly as practicable, (y) in the case of clause (B)
above, as soon as, in the sole judgment of the Company, public disclosure of
such Material Event would not be prejudicial to or contrary to the interests of
the Company or, if necessary to avoid unreasonable burden or expense, as soon
as reasonably practicable thereafter and (z) in the case of clause (C) above,
as soon as, in the sole judgment of the Company, such suspension is no longer
appropriate.  The period during which the
availability of the Registration Statement and any Prospectus is suspended (the
“Deferral Period”) shall, without the Company incurring any obligation to
deliver Additional Shares pursuant to Section 2(e), not exceed thirty (30)
days in any three (3) month period or ninety (90) days in any twelve (12) month
period.


 


(i)            Comply
with all applicable rules and regulations of the SEC and make generally
available to its securityholders earning statements (which need not be audited)



 


8
















 


satisfying the provisions of Section 11(a)
of the Securities Act and Rule 158 thereunder (or any similar rule promulgated
under the Securities Act) no later than forty-five (45) days after the end of
any 12-month period (or ninety (90) days after the end of any 12-month period
if such period is a fiscal year) commencing on the first day of the first
fiscal quarter of the Company commencing after the effective date of a
Registration Statement, which statements shall cover said 12-month periods.


 


(j)            Cooperate
with each Notice Holder to facilitate the timely preparation and delivery of
certificates representing Registrable Securities sold pursuant to a
Registration Statement, and cause such Registrable Securities to be registered
in such names as such Notice Holder may request in writing at least two
Business Days prior to any sale of such Registrable Securities.


 


SECTION 4.           Holder’s Obligations.  Each Holder agrees that no Holder of
Underlying Common Stock shall be entitled to sell any of such Underlying Common
Stock pursuant to a Registration Statement or to receive a Prospectus relating
thereto, unless such Holder has furnished the Company with a Notice and
Questionnaire as required pursuant to Section 2(e) hereof (including the
information required to be included in such Notice and Questionnaire) and the
information set forth in the next sentence. Each Notice Holder agrees promptly
to furnish to the Company all information required to be disclosed in order to
make the information previously furnished to the Company by such Notice Holder
not misleading and any other information regarding such Notice Holder and the
distribution of such Underlying Common Stock as may be required to be disclosed
in the Registration Statement under applicable law or pursuant to SEC
comments.  Each Holder further agrees,
following termination of the Effective Period, to notify the Company within ten
(10) Business Days of request, of the amount of Registrable Securities sold
pursuant to the Registration Statement and, in the absence of a response, the
Company may assume that all of the Holder’s Underlying Common Stock were so
sold.


 


SECTION 5.           Registration Expenses.  The Company shall bear all fees and expenses
incurred in connection with the performance by the Company of its obligations
under Sections 2 and 3 of this Agreement whether or not any of the Registration
Statements are declared effective. Such fees and expenses shall include,
without limitation, (i) all registration and filing fees (including, without
limitation, reasonable fees and disbursements of the counsel specified in the
next sentence in connection with Blue Sky qualifications of the Registrable
Securities under the laws of such jurisdictions as the Notice Holders of a
majority of the Registrable Securities being sold pursuant to a Registration
Statement may designate), (ii) printing expenses (including, without
limitation, expenses of printing certificates for Registrable Securities),
(iii) duplication expenses relating to copies of any Registration Statement or
Prospectus delivered to any Holders hereunder, (iv) fees and disbursements of
counsel for the Company in connection with the Shelf Registration Statement,
and (v) reasonable fees and disbursements of the registrar and transfer agent for
the Common Stock.  In addition, the
Company shall bear or reimburse the Notice Holders for the reasonable fees and
disbursements of one firm of legal counsel for the Holders incurred in
reviewing and commenting upon the Shelf Registration Statement prior to its
effectiveness, which shall, upon the written consent of Merrill Lynch (which
shall not be unreasonably withheld), be a nationally recognized law firm
experienced in securities law matters designated by the Company.  In addition, the Company shall pay the
internal expenses of 


 


9
















 


the Company (including, without limitation, all
salaries and expenses of officers and employees performing legal or accounting
duties), the expense of any annual audit, the fees and expenses incurred in
connection with the listing of the Registrable Securities on any securities
exchange on which the same securities of the Company are then listed and the
fees and expenses of any person, including special experts, retained by the
Company.


 


SECTION 6.           Indemnification; Contribution.


 


(a)           The
Company agrees to indemnify and hold harmless Merrill Lynch and each Holder of
Registrable Securities and each person, if any, who controls Merrill Lynch or
any Holder of Registrable Securities within the meaning of either
Section 15 of the Securities Act or Section 20 of the Exchange Act,
as follows:


 


(i)            against any and all loss, liability, claim, damage
and expense whatsoever, as incurred, resulting from any untrue statement or
alleged untrue statement of a material fact contained in the Registration
Statement (or any amendment thereto), or the omission or alleged omission
therefrom of a material fact necessary in order to make the statements therein,
in light of the circumstances under which they were made, not misleading or
resulting from any untrue statement or alleged untrue statement of a material
fact included in any preliminary prospectus or the Prospectus (or any amendment
or supplement thereto), or the omission or alleged omission therefrom of a
material fact necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading;


 


(ii)           against any and all loss, liability, claim, damage
and expense whatsoever, as incurred, to the extent of the aggregate amount paid
in settlement of any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or of any claim
whatsoever based upon any such untrue statement or omission, or any such alleged
untrue statement or omission, provided that (subject to Section 6(d)
below) any such settlement is effected with the prior written consent of the
Company; and


 


(iii)          subject to Section 6(c) below, against any and
all expense whatsoever, as incurred (including the fees and disbursements of
counsel), reasonably incurred in investigating, preparing or defending against
any litigation, or any investigation or proceeding by any governmental agency
or body, commenced or threatened, or any claim whatsoever based upon any such
untrue statement or omission, or any such alleged untrue statement or omission,
to the extent that any such expense is not paid under (i) or (ii) above;


 


provided, however,
that this indemnity agreement shall not apply to any loss, liability, claim,
damage or expense to the extent arising out of any untrue statement or omission
or alleged untrue statement or omission made in reliance upon and in conformity
with written information furnished to the Company by or on behalf of Merrill
Lynch or any Holder of Registrable Securities and each person, if any, who
controls Merrill Lynch or any such Holder of Registrable Securities expressly
for use in the Registration Statement (or any amendment thereto), or any 


 


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preliminary prospectus or the
Prospectus (or any amendment or supplement thereto); provided, further,
that this indemnity agreement shall not apply to any loss, liability, claim,
damage or expense (1) arising from an offer or sale of Registrable Securities
occurring during a Deferral Period, if a Notice Holder was given a Deferral
Notice, or (2) a Holder fails to deliver at or prior to the written
confirmation of sale, the most recent Prospectus, as amended or supplemented,
and such Prospectus, as amended or supplemented, would have corrected such
untrue statement or alleged untrue statement of a material fact or would have
included the omitted or allegedly omitted statement of a material fact.


 


(b)           In
connection with any Shelf Registration in which a Holder, including, without
limitation, Merrill Lynch, of Registrable Securities is participating, in
furnishing information relating to such Holder of Registrable Securities to the
Company in writing expressly for use in such Registration Statement, any
preliminary prospectus, the Prospectus or any amendments or supplements
thereto, the Holders of such Registrable Securities agree, severally and not
jointly, to indemnify and hold harmless Merrill Lynch and each person, if any,
who controls Merrill Lynch within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act and the Company, and each
person, if any, who controls the Company within the meaning of either such
Section, against any and all loss, liability, claim, damage and expense
described in the indemnity contained in subsection (a) of this Section, as
incurred, but only with respect to untrue statements or omissions, or alleged
untrue statements or omissions, made in the Registration Statement (or any
amendment thereto), or any preliminary prospectus or the Prospectus (or any
amendment or supplement thereto) in reliance upon and in conformity with
written information furnished to the Company by or on behalf of such Holder of
Registrable Securities (which also acknowledges the indemnity provisions
herein) or any person, if any, who controls any such Holder of Registrable
Securities expressly for use in the Registration Statement (or any amendment
thereto) or such preliminary prospectus or the Prospectus (or any amendment or
supplement thereto).


 


Merrill Lynch agrees to
indemnify and hold harmless the Company, the Holders of Registrable Securities,
and each person, if any, who controls the Company or any Holder of Registrable
Securities within the meaning of either Section 15 of the Securities Act
or Section 20 of the Exchange Act against any and all loss, liability,
claim, damage and expense described in the indemnity contained in
subsection (a) of this Section, as incurred, but only with respect to
untrue statements or omissions, or alleged untrue statements or omissions, made
in the Registration Statement (or any amendment thereto), or any preliminary
prospectus or the Prospectus (or any amendment or supplement thereto) in
reliance upon and in conformity with written information furnished to the
Company by or on behalf of Merrill Lynch expressly for use in the Registration
Statement (or any amendment thereto) or such preliminary prospectus or the
Prospectus (or any amendment or supplement thereto).


 


(c)           Each
indemnified party shall give notice as promptly as reasonably practicable to
each indemnifying party of any action commenced against it in respect of which
indemnity may be sought hereunder, but failure to so notify an indemnifying
party shall not relieve such indemnifying party from any liability hereunder to
the extent it is not materially prejudiced as a result thereof and in any event
shall not relieve it from any liability which it may have otherwise than on
account of this indemnity agreement. The indemnifying party, upon request of
the indemnified party, shall retain counsel reasonably satisfactory to the
indemnified 


 


11
















 


party to represent the indemnified party and any
others the indemnifying party may designate in such proceeding and shall pay
the fees and disbursements of such counsel related to such proceeding. In any
such proceeding, any indemnified party shall have the right to retain its own
counsel, but the fees and expenses of such counsel shall be at the expense of
such indemnified party unless (i) the indemnifying party and the indemnified
party shall have mutually agreed to the retention of such counsel or (ii) the
named parties to any such proceeding (including any impleaded parties) include
both the indemnifying party and the indemnified party and representation of
both parties by the same counsel would be inappropriate due to actual or
potential differing interests between them. It is understood that the
indemnifying party shall not, in respect of the legal expenses of any
indemnified party in connection with any proceeding or related proceedings in
the same jurisdiction, be liable for (a) the fees and expenses of more than one
separate firm (in addition to any local counsel) for Merrill Lynch, Holders of
Registrable Securities, and all persons, if any, who control Merrill Lynch or
Holders of Registrable Securities within the meaning of either Section 15
of the Securities Act or Section 20 of the Exchange Act, collectively (b)
the fees and expenses of more than one separate firm (in addition to any local
counsel) for the Company, its directors, and each person, if any, who controls
the Company within the meaning of either such Section, and that all such fees
and expenses shall be reimbursed as they are incurred.  In the case of any such separate firm for
Merrill Lynch, Holders of Registrable Securities, and control persons of
Merrill Lynch and Holders of Registrable Securities, such firm shall be
designated in writing by Merrill Lynch. In the case of any such separate firm
for the Company, and such directors, officers and control persons of the
Company, such firm shall be designated in writing by the Company.  The indemnifying party shall not be liable
for any settlement of any proceeding effected without its written consent, but
if settled with such consent or if there be a final judgment for the plaintiff,
the indemnifying party agrees to indemnify the indemnified party from and
against any loss or liability by reason of such settlement or judgment.  Notwithstanding the foregoing sentence, if at
any time an indemnified party shall have requested an indemnifying party to
reimburse the indemnified party for fees and expenses of counsel as
contemplated by the second and third sentences of this paragraph, the
indemnifying party agrees that it shall be liable for any settlement of any
proceeding effected without its written consent if (i) such settlement is
entered into more than forty-five (45) days after receipt by such indemnifying
party of the aforesaid request, (ii) such indemnifying party shall have
received notice of the terms of such settlement at least thirty (30) days prior
to such settlement being entered into and (iii) such indemnifying party shall
not have reimbursed the indemnified party in accordance with such request prior
to the date of such settlement. 
Notwithstanding the immediately preceding sentence, if at any time an
indemnified party shall have requested an indemnifying party to reimburse the indemnified
party for fees and expenses of counsel, an indemnifying party shall not be
liable for any settlement effected without its consent if such indemnifying
party (i) reimburses such indemnified party in accordance with such request to
the extent it considers such request to be reasonable and (ii) provides written
notice to the indemnified party substantiating the unpaid balance as
unreasonable, in each case prior to the date of such settlement.  No indemnifying party shall, without the
prior written consent of the indemnified parties, settle or compromise or
consent to the entry of any judgment with respect to any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever in respect of which indemnification or
contribution could be sought under this Section 6 (whether or not the
indemnified parties are actual or potential parties thereto), unless such
settlement, compromise or consent (i) includes an 


 


12
















 


unconditional release of each indemnified party
from all liability arising out of such litigation, investigation, proceeding or
claim and (ii) does not include a statement as to or an admission of fault,
culpability or a failure to act by or on behalf of any indemnified party.


 


(d)           If
at any time an indemnified party shall have requested an indemnifying party to
reimburse the indemnified party for fees and expenses of counsel, such
indemnifying party agrees that it shall be liable for any settlement of the
nature contemplated by Section 6(a)(ii) effected without its written
consent if (i) such settlement is entered into more than forty-five (45) days
after receipt by such indemnifying party of aforesaid request, (ii) such
indemnifying party shall have received notice of the terms of such settlement
at least thirty (30) days prior to such settlement being entered into and (iii)
such indemnifying party shall not have reimbursed such indemnified party in
accordance with such request prior to the date of such settlement.  Notwithstanding the immediately preceding
sentence, if at any time an indemnified party shall have requested an
indemnifying party to reimburse the indemnified party for fees and expenses of
counsel, an indemnifying party shall not be liable for any settlement of the
nature contemplated by Section 6(a)(ii) effected without its consent if
such indemnifying party (1) reimburses such indemnified party in accordance
with such request to the extent it considers such request to be reasonable and
(2) provides written notice to the indemnified party substantiating the unpaid
balance as unreasonable, in each case prior to the date of such settlement.


 


(e)           If
the indemnification provided for in this Section 6 is for any reason
unavailable to or insufficient to hold harmless an indemnified party in respect
of any losses, liabilities, claims, damages or expenses referred to therein,
then each indemnifying party shall contribute to the aggregate amount of such
losses, liabilities, claims, damages and expenses incurred by such indemnified
party, as incurred, in such proportion as is appropriate to reflect the
relative fault of the indemnifying party or parties on the one hand and of the
indemnified party on the other hand in connection with the statements or
omissions which resulted in such losses, liabilities, claims, damages or
expenses, as well as any other relevant equitable considerations.


 


The relative fault of the
Company on the one hand and the Holders of the Registrable Securities or
Merrill Lynch on the other hand shall be determined by reference to, among
other things, whether any such untrue or alleged untrue statement of a material
fact or omission or alleged omission to state a material fact relates to
information supplied by the Company or by the Holders of the Registrable
Securities or Merrill Lynch and the parties’ relative intent, knowledge, access
to information and opportunity to correct or prevent such statement or
omission.


 


The parties hereto agree that
it would not be just and equitable if contribution pursuant to this
Section 6(e) were determined by pro rata allocation or by any other method
of allocation which does not take account of the equitable considerations
referred to above in this Section 6(e). 
The aggregate amount of losses, liabilities, claims, damages, and
expenses incurred by an indemnified party and referred to above in this
Section 6(e) shall be deemed to include any legal or other expenses
reasonably incurred by such indemnified party in investigating, preparing or
defending against any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or any claim whatsoever
based upon any such untrue or alleged untrue statement or omission or alleged
omission.


 


13
















 


Notwithstanding the provisions
of this Section 6, neither the Holder of any Registrable Securities nor
Merrill Lynch, shall be required to indemnify or contribute any amount in
excess of the amount by which the total price at which the Registrable
Securities sold by such Holder of Registrable Securities or by Merrill Lynch,
as the case may be, and sold to institutional investors exceeds the amount of
any damages that such Holder of Registrable Securities or Merrill Lynch has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission.


 


No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities
Act) shall be entitled to contribution from any person who was not guilty of
such fraudulent misrepresentation.


 


For purposes of this
Section 6(e), each person, if any, who controls Merrill Lynch or any
Holder of Registrable Securities within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act shall have the same
rights to contribution as Merrill Lynch or such Holder, and each person, if
any, who controls the Company within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act shall have the same
rights to contribution as the Company.


 


SECTION 7.           Miscellaneous; No Conflicting Agreements.  The Company is not, as of the date hereof, a
party to, nor shall the Company, on or after the date of this Agreement, enter
into any agreement with respect to its securities that conflicts with the
rights granted to the Holders of Registrable Securities in this Agreement. The
Company represents and warrants that the rights granted to the Holders of
Registrable Securities hereunder do not conflict in any material respect with
the rights granted to the holders of the Company securities under any other
agreements.


 


(a)           Amendments
and Waivers.  The provisions of this
Agreement, including the provisions of this sentence, may not be amended,
modified or supplemented, and waivers or consents to departures from the
provisions hereof may not be given, unless the Company has obtained the written
consent of Holders of a majority of the then outstanding Underlying Common
Stock constituting Registrable Securities (with Holders of PRIDES deemed to be
the Holders, for purposes of this Section, of the number of outstanding shares
of Underlying Common Stock that are deliverable for such PRIDES at the
Settlement Rate as of the date on which such consent is requested).  Notwithstanding the foregoing, a waiver or
consent to depart from the provisions hereof with respect to a matter that
relates exclusively to the rights of Holders of Registrable Securities whose
securities are being sold pursuant to a Registration Statement and that does
not directly or indirectly affect the rights of other Holders of Registrable
Securities may be given by Holders of at least a majority of the Registrable
Securities being sold by such Holders pursuant to such Registration Statement; provided,
that the provisions of this sentence may not be amended, modified, or
supplemented except in accordance with the provisions of the immediately
preceding sentence.  Each Holder of
Registrable Securities outstanding at the time of any such amendment,
modification, supplement, waiver or consent or thereafter shall be bound by any
such amendment, modification, supplement, waiver or consent effected pursuant
to this Section 8(a), whether or not any notice, writing or marking
indicating such amendment, modification, supplement, waiver or consent appears
on the Registrable Securities or is delivered to such Holder.


 


14
















 


(b)           Notices.  All notices and other communications provided
for or permitted hereunder shall be made in writing by hand delivery, by
telecopier, by courier guaranteeing overnight delivery or by first-class mail,
return receipt requested, and shall be deemed given (i) when made, if made by
hand delivery, (ii) upon confirmation, if made by telecopier, (iii) one (1)
Business Day after being deposited with such courier, if made by overnight
courier or (iv) on the date indicated on the notice of receipt, if made by
first-class mail, to the parties as follows:


 


(w)          if to a Holder of Registrable Securities that is not
a Notice Holder, at the address for such Holder then appearing in the Registrar
(as defined in the Indenture);


 


(x)            if to a Notice Holder, at the most current address
given by such Holder to the Company in a Notice and Questionnaire or any
amendment thereto;


 


(y)           if to the Company, to:


 


Affiliated
Managers Group, Inc.


600 Hale Street


Prides
Crossing, MA  01965

Attention:  Treasurer

Telecopier No.: (617) 747-3380


 


with a copy to:


 


Goodwin Procter
LLP

Exchange Place

Boston, MA  02109

Attention:  Martin Carmichael III

Telecopier No.:  (617) 523-1231


 


and


 


(z)            if to Merrill Lynch, to:


 


Merrill Lynch
& Co., 

Merrill Lynch, Pierce, Fenner & Smith


Incorporated


4 World
Financial Center


New York, New
York  10080


Attention:  Paul A. Pepe

Telecopy No.:  (212) 449-6714


 


or to such other address as such
person may have furnished to the other persons identified in this
Section 8(b) in writing in accordance herewith.


 


(c)           Approval
of Holders.  Whenever the consent or
approval of Holders of a specified percentage of Registrable Securities is
required hereunder, Registrable Securities held by the Company or its
affiliates (as such term is defined in Rule 405 under the Securities Act)
(other than Merrill Lynch or subsequent Holders of Registrable Securities if
such subsequent 


 


15
















 


Holders are deemed to be such affiliates solely
by reason of their holdings of such Registrable Securities) shall not be
counted in determining whether such consent or approval was given by the
Holders of such required percentage.


 


(d)           Successors
and Assigns.  Any person who
purchases any Registrable Securities from Merrill Lynch shall be deemed, for
purposes of this Agreement, to be an assignee of Merrill Lynch.  This Agreement shall inure to the benefit of
and be binding upon the successors and assigns of each of the parties and shall
inure to the benefit of and be binding upon each Holder of any Registrable
Securities.


 


(e)           Counterparts.  This Agreement may be executed in any number
of counterparts and by the parties hereto in separate counterparts, each of
which when so executed shall be deemed to be original and all of which taken
together shall constitute one and the same agreement.


 


(f)            Headings.  The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.


 


(g)           Governing
Law.  THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


(h)           Severability.  If any term, provision, covenant or restriction
of this Agreement is held to be invalid, illegal, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions set forth herein
shall remain in full force and effect and shall in no way be affected, impaired
or invalidated thereby, and the parties hereto shall use their best efforts to
find and employ an alternative means to achieve the same or substantially the
same result as that contemplated by such term, provision, covenant or
restriction, it being intended that all of the rights and privileges of the
parties shall be enforceable to the fullest extent permitted by law.


 


(i)            Entire
Agreement.  This Agreement is
intended by the parties as a final expression of their agreement and is
intended to be a complete and exclusive statement of the agreement and
understanding of the parties hereto in respect of the subject matter contained
herein and the registration rights granted by the Company with respect to the
Registrable Securities.  Except as
provided in the Purchase Agreement, there are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein,
with respect to the registration rights granted by the Company with respect to
the Registrable Securities.  This
Agreement supersedes all prior agreements and undertakings among the parties
solely with respect to such registration rights.


 


(j)            Termination.  This Agreement and the obligations of the
parties hereunder shall terminate upon the end of the Effectiveness Period,
except for any liabilities or obligations under Sections 4, 5 or 6 hereof and
the obligations to make payments of and provide for Additional Shares under
Section 2(f) hereof to the extent such damages accrue prior to the end of
the Effectiveness Period, each of which shall remain in effect in accordance
with its terms.


 


16
















 


IN WITNESS WHEREOF, the parties
have executed this Registration Rights Agreement as of the date first written
above.


 


	
   

  	
  AFFILIATED MANAGERS GROUP, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Darrell W. Crate

  	
   

  
	
   

  	
   

  	
  Darrell W. Crate

  
	
   

  	
   

  	
  Executive Vice President and

  
	
   

  	
   

  	
  Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
  Accepted as of the date

  	
   

  
	
  first above written:

  	
   

  
	
   

  	
   

  
	
  MERRILL LYNCH & CO.

  	
   

  
	
  MERRILL LYNCH, PIERCE, FENNER
  & SMITH

  	
   

  
	
  INCORPORATED

  	
   

  
	
   

  	
   

  
	
  By:

  	
    /s/  Jay C. Horgen

  	
   

  	
   

  
	
  Authorized
  Signatory