Exhibit 4.1


 




 





 


SECOND SUPPLEMENTAL INDENTURE


 


 


Dated as of February 12,
2004


 


Between


 


AFFILIATED MANAGERS GROUP, INC.,
As Issuer


 


AND


 


THE BANK OF NEW YORK,

As Trustee


 




 





 
















 


SECOND SUPPLEMENTAL INDENTURE,
dated as of February 12, 2004 (the “Second Supplemental Indenture”),
between Affiliated Managers Group, Inc., a corporation duly organized and
existing under the laws of the State of Delaware (the “Company”), and The Bank
of New York, a New York banking corporation, as trustee (the “Trustee”).


 


WHEREAS, the Company executed
and delivered the Indenture dated as of December 21, 2001 (the “Base
Indenture”) to the Trustee to provide for the issuance of the Company’s
debentures, notes, bonds or other evidence of indebtedness (the “Securities”),
to be issued from time to time in one or more series as might be determined by
the Company under the Base Indenture; and


 


WHEREAS, pursuant to the terms
of the Base Indenture, the Company desires to provide for the establishment of
a new series of its Securities to be known as its 4.125% Senior Notes initially
due 2010 (the “Senior Notes”), the form and terms of such Senior Notes and the
terms, provisions and conditions thereof to be set forth as provided in the
Base Indenture and this Second Supplemental Indenture (together, the
“Indenture”); and


 


WHEREAS, the Company has
requested that the Trustee execute and deliver this Second Supplemental
Indenture and all requirements necessary to make this Second Supplemental
Indenture a valid, binding and enforceable instrument in accordance with its
terms, and to make the Senior Notes, when executed, authenticated and delivered
by the Company, the valid, binding and enforceable obligations of the Company,
have been done and performed, and the execution and delivery of this Second Supplemental
Indenture has been duly authorized in all respects.


 


NOW THEREFORE, in
consideration of the purchase and acceptance of the Senior Notes by the Holders
thereof, and for the purpose of setting forth, as provided in the Base
Indenture, the form and terms of the Senior Notes, the Company covenants and
agrees with the Trustee as follows:


 


ARTICLE I


 


DEFINITIONS


 


Section 1.1             Definition of Terms


 


Unless the context otherwise
requires:


 


(a)           a term defined in the Base Indenture has the same meaning
when used in this Second Supplemental Indenture;


 


(b)           a term defined anywhere in this Second Supplemental
Indenture has the same meaning throughout;


 


(c)           the singular includes the plural and vice versa;


 


(d)           headings are for convenience of reference only and do not
affect interpretation;


 


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(e)           the following terms have the meanings given to them in the
Purchase Contract Agreement:


 


(i)            Applicable Benchmark Treasury;


 


(ii)           Applicable Ownership Interest;


 


(iii)          Applicable Principal Amount;


 


(iv)          Authorized Newspaper;


 


(v)           Business Day;


 


(vi)          Cash Settlement;


 


(vii)         Collateral Agent;


 


(viii)        Contract Adjustment Payments;


 


(ix)           Failed Final Remarketing;


 


(x)            Failed Initial Remarketing;


 


(xi)           Final Remarketing;


 


(xii)          Final Remarketing Date;


 


(xiii)         Growth PRIDES;


 


(xiv)        Income PRIDES;


 


(xv)         Initial Remarketing;


 


(xvi)        Initial Remarketing Date;


 


(xvii)       Purchase Contract;


 


(xviii)      Purchase Contract Agent;


 


(xix)         Quotation Agent;


 


(xx)          Redemption Amount;


 


(xxi)         Redemption Price;


 


(xxii)        Remarketing Agent;


 


(xxiii)       Remarketing Announcement Date;


 


(xxiv)       Reset Agent;


 


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(xxv)        Reset Spread;


 


(xxvi)       Responsible Officer;


 


(xxvii)      Security;


 


(xxviii)     Significant Corporate Action;


 


(xxix)       Successful Initial Remarketing;


 


(xxx)        Tax Event;


 


(xxxi)       Treasury Portfolio;


 


(xxxii)      Treasury Portfolio Purchase Price;


 


(f)            the following terms have the meanings given to them in this
Section 1.1(f):


 


“Corporate Trust Office” means
the principal corporate trust office of the Purchase Contract Agent at which,
at any particular time, its corporate trust business shall be administered,
which office at the date hereof is located at 101 Barclay Street, Floor 8W, New
York, New York 10286.


 


“Coupon Rate” means the
percentage rate per annum at which each Senior Note will bear interest
initially as set forth in Section 2.4(a).


 


“Custodial Agent” shall have
the meaning set forth in the Pledge Agreement.


 


“Interest Payment Date” shall
have the meaning set forth in Section 2.4


 


“Maturity Date” shall mean
February 17, 2010 unless extended by the Company in connection with a
successful remarketing of the Senior Notes pursuant to the Remarketing
Agreement; provided that, in connection with any successful remarketing of the
Senior Notes pursuant to the Remarketing Agreement, the Company shall have the
right to extend the Maturity Date to a date that is three, five, seven or ten
years from the Reset Date and, if the Senior Notes are not successfully
remarketed by the third Business Day immediately preceding the Purchase
Contract Settlement Date, the Maturity Date shall be February 17, 2010.


 


“Note Repayment Price’” shall
have the meaning set forth in Section 3.4.


 


“Place of Payment” shall have
the meaning set forth in Section 2.3.


 


“Pledge Agreement” means the
Pledge Agreement, dated as of the date hereof, by and  among the Company, The Bank of New York, as
collateral agent (the “Collateral Agent”), custodial agent and securities
intermediary, and as purchase contract agent and attorney-in-fact.


 


“Purchase Contract Agreement”
means the Purchase Contract Agreement dated as of the date hereof, between the
Company and The Bank of New York, as purchase contract agent.


 


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“Purchase Contract Settlement
Date” means February 17, 2008.


 


“Put Option” shall have the
meaning set forth in Section 3.4.


 


“Put Option Exercise Date”
shall have the meaning set forth in Section 3.4.


 


“Regular Record Date” means,
with respect to any Interest Payment Date for the Senior Notes, the close of
business fifteen calendar days prior to each Interest Payment Date.


 


“Remarketing Agent” means
Merrill Lynch, Pierce, Fenner & Smith Incorporated or any successor thereto
or replacement Remarketing Agent under the Remarketing Agreement.


 


“Remarketing Agreement” means
the Remarketing Agreement, dated as of the date hereof, among the Company,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, as remarketing agent,
and The Bank of New York, as purchase contract agent and attorney-in-fact.


 


“Remarketing Fee” means 25
basis points (0.25%) of the aggregate principal amount of the remarketed Senior
Notes if the maturity date of the remarketed Senior Notes is on or prior to
February 17, 2010, or, if the maturity date of the Senior Notes is
extended on the Reset Date, such other amount as agreed between the Company and
the Remarketing Agent.


 


“Reset Date” means the third
Business Day immediately following the date on which the Senior Notes are
successfully remarketed.


 


“Tax Event Redemption Date”
shall have the meaning set forth in Section 3.1.


 


“Tax Event Redemption” means,
if a Tax Event shall occur and be continuing, the redemption of the Senior
Notes, in whole but not in part, at the option of the Company on not less than
30 days nor more than 60 days’ written notice.


 


The terms “Indenture,” “Base
Indenture,” and “Senior Notes” shall have the respective meanings set forth in
the recitals to this Second Supplemental Indenture.


 


ARTICLE II


 


GENERAL TERMS AND CONDITIONS OF THE SENIOR NOTES


 


Section 2.1             Designation and Principal Amount.


 


There is hereby authorized a
series of Securities designated the Senior Notes initially due
February 17, 2010, (except as otherwise provided in Article II of the
Indenture) in aggregate principal amount equal to $250,000,000. The Senior
Notes may be issued from time to time upon written order of the Company for the
authentication and delivery of Senior Notes pursuant to Section 202 of the
Base Indenture.  The Company may from
time to time authorize the issuance of additional Senior Notes that will
constitute a single series with the Senior Notes referred to in the first
sentence of this paragraph without the consent of the Holders thereof.


 


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Section 2.2             Maturity. 
The Senior Notes shall mature and the principal amount thereof shall be
due and payable together with all accrued and unpaid interest thereon on the
Maturity Date.


 


Section 2.3             Form, Payment and Appointment.  The Senior Notes shall be issued in fully
registered, definitive form in the name of the Holder thereof. Principal of and
premium, if any, and interest on the Senior Notes will be payable, the transfer
of such Senior Notes will be registrable and such Senior Notes will be exchangeable
for Senior Notes bearing identical terms and provisions, at the office or
agency of the Company maintained for such purpose as described below; provided,
however, that payment of interest may be made at the option of the Company by
check mailed to the Holder at such address as shall appear in the Security
Register or by wire transfer to an account appropriately designated by the
Holder entitled to payment.


 


The Company hereby designates
the Borough of Manhattan, The City of New York as the place of payment (“Place
of Payment”) for the Senior Notes, and the office or agency maintained by the
Company in such Place of Payment for the purposes contemplated by this
Section 2.3 shall initially be the Corporate Trust Office of the Trustee.


 


The Security Registrar
transfer agent and Paying Agent for the Senior Notes shall be The Bank of New
York. The Senior Notes shall be issuable in denominations of $1,000,000 and
integral multiples of $1,000 in excess thereof.


 


Section 2.4             Interest.


 


(a)           Each
Senior Note will bear interest initially at the rate of 4.125% per annum (the
“Coupon Rate”) from February 12, 2004 to, but excluding, the Reset Date,
or, if no successful remarketing of the Senior Notes occurs, February 17,
2010.  On or prior to the Reset Date interest
payments will be payable quarterly in arrears on February 17, May 17,
August 17 and November 17 of each year (each, an “Interest Payment
Date”) commencing on May 17, 2004, and on the Reset Date, if the interest rate
on the Senior Notes is reset on a Reset Date that is not otherwise an Interest
Payment Date, to the Person in whose name such Senior Note, or any predecessor
Senior Note, is registered at the close of business on the Regular Record Date
for such interest installment.  If
interest on the Senior Notes is reset on a Reset Date that is not a scheduled
Interest Payment Date, Holders of Senior Notes will receive on such Reset Date
a payment of accrued and unpaid interest from the most recent Interest Payment
Date to, but excluding, such Reset Date. 
If the interest rate on the Senior Notes is reset on a Reset Date that
is not otherwise a quarterly Interest Payment Date, the Collateral Agent will
receive that interest payment made on Senior Notes included in Income PRIDES
which shall be paid to holders of Income PRIDES on the quarterly Interest
Payment Date next following that Reset Date.


 


(b)           The
interest rate on the Senior Notes will be reset on the Remarketing Date to the
applicable Reset Rate except in the event of a Failed Final Remarketing.  In the event of a Failed Final Remarketing,
the interest rate on the Senior Notes will not be reset and interest payments
on all Senior Notes will remain payable quarterly in arrears on the original
Interest Payment Dates.


 


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The Reset Rate on the Senior
Notes will be determined on the date that the Senior Notes are successfully
remarketed and that Reset Rate will become effective on the third Business Day
immediately following the Remarketing Date. 
Following a successful remarketing of the Senior Notes, the Senior Notes
will bear interest from the Reset Date at the Reset Rate to, but excluding,
February 17, 2010 or, if the maturity of the Senior Notes is extended on
the Reset Date, such extended Maturity Date. 
From the Reset Date, interest payments on all Senior Notes will be paid
semi-annually in arrears on the date that is six months from the Reset Date
and, thereafter, on each date that is six months from the prior semi-annual
interest payment date.


 


The Reset Rate on the Senior
Notes will be equal to the sum of the Reset Spread and the yield on the
Applicable Benchmark Treasury in effect on the third Business Day immediately
preceding the Reset Date and will be determined by the Reset Agent.  In the case of a determination on the third
Business Day immediately preceding the Reset Date (other than February 17,
2008), the Reset Rate will be the rate determined by the Reset Agent as the
rate the Senior Notes should bear in order for the Senior Notes included in
Income PRIDES to have an approximate aggregate market value on the Reset Date
equal to 100.25% of the Treasury Portfolio Purchase Price, plus the applicable
Remarketing Fee.  In the case of a
determination on the third Business Day immediately preceding February 17,
2008, the Reset Rate will be the rate determined by the Reset Agent as the rate
the Senior Notes should bear in order for the Senior Notes to have an
approximate aggregate market value equal to 100.25% of the principal amount of
the Senior Notes, plus the applicable Remarketing Fee.  The Reset Rate will in no event exceed the
maximum rate permitted by applicable law.


 


On the seventh Business Day
immediately preceding the Reset Date, the Applicable Benchmark Treasury to be
used to determine the Reset Rates will be selected, the Reset Spread to be
added to the yield on the Applicable Benchmark Treasury will be established by
the Reset Agent, and the Reset Spread and the Applicable Benchmark Treasury
will be announced by the Company (the “Remarketing Announcement Date”).  On the Business Day immediately following
such Remarketing Announcement Date, the Holders of Senior Notes will be
notified of such Reset Spread and Applicable Benchmark Treasury by the Company.  Such notice shall be sufficiently given to
such Holders of Senior Notes if published in an Authorized Newspaper.


 


(c)           The
amount of interest payable for any period will be computed on the basis of a
360-day year consisting of twelve 30-day months. Except as provided in the
following sentence, the amount of interest payable for any period other than a
full quarterly or semi-annual period for which interest is computed, will be
computed on the basis of the actual number of days in the period using 30-day
calendar months.  In the event that any
date on which interest is payable on the Senior Notes is not a Business Day,
then payment of interest payable on such date will be made on the next
succeeding day which is a Business Day (and without any interest or other
payment in respect of any such delay), except that, if such Business Day is in
the next succeeding calendar year, such payment shall be made on the
immediately preceding Business Day, in each case with the same force and effect
as if made on such date.


 


Interest on the Senior Notes
will be payable to the Holders of the Senior Notes as they appear on the books
and records of the Securities Registrar on the relevant Regular Record Dates,
which will be the 15th Business Day prior to the relevant Interest Payment
Date.  In the event that the Senior Notes
do not continue to remain in certificated form and are held by the 


 


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Purchase
Contract Agent or are held in book-entry form, the Company shall have the right
to select relevant Regular Record Dates, which shall be at least one Business
Day and not more than 60 Business Days prior to the relevant Interest Payment
Dates, and to make payments by check mailed to the address of the Holder as of
the relevant Regular Record Date.


 


Section 2.5             Certain Tax Matters.


 


The Company agrees, and by
acceptance of a beneficial ownership interest in the Senior Notes, each
beneficial owner of Senior Notes will be deemed to have agreed (1) to treat the
acquisition of an Income PRIDES as the acquisition of the Senior Note and the
Purchase Contract constituting the Income PRIDES and to allocate the issue
price of the Income PRIDES on the issue date of the Income PRIDES between the
Senior Note and the Purchase Contract in an amount equal to $1,000.00  and $0.00, respectively, (2) to treat
the Senior Notes as indebtedness of the Company for all tax purposes, (3) to
treat the Senior Notes as indebtedness that is subject to Treasury regulation
section 1.1275-4 (the “Contingent Payment Regulations”) for United States federal
income tax purposes, (4) to be bound by the Company’s determination of the
“comparable yield” and “projected payment schedule,” within the meaning of the
Contingent Payment Regulations, with respect to the Senior Notes for United
States federal income tax purposes and (5) to treat each Senior Note and each
Purchase Contract constituting the Income PRIDES as separate financial
instruments for all tax purposes. A Holder of Senior Notes may obtain the
amount of original issue discount, issue date, issue price, yield to maturity,
comparable yield and projected payment schedule by submitting a written
request to the Company at the following address: 600 Hale Street, Prides
Crossing, MA 01965, Attention: Chief Financial Officer.


 


ARTICLE III


 


REDEMPTION OF THE SENIOR NOTES


 


Section 3.1             Tax Event Redemption.


 


If a Tax Event shall occur and
be continuing, the Company may, at its option, redeem the Senior Notes in whole
(but not in part) at any time at a price per Senior Note equal to the
Redemption Price. Installments of interest on Senior Notes which are due and
payable on or prior to the date of redemption (the “Tax Event Redemption Date”)
will be payable to the Holders of the Senior Notes registered as such at the
close of business on the Regular Record Date. If, following the occurrence of a
Tax Event prior to the Reset Date (or, if no Successful Initial Remarketing
occurs prior to the Purchase Contract Settlement Date), the Company exercises
its option to redeem the Senior Notes, the Company shall appoint the Quotation
Agent to assemble the Treasury Portfolio in consultation with the Company.  Notice of any redemption will be mailed at
least 30 days but not more than 60 days before the Tax Event Redemption Date to
each registered Holder of the Senior Notes to be repaid at its registered
address.  Unless the Company defaults in
payment of the Redemption Price, on and after the Tax Event Redemption Date
interest shall cease to accrue on the Senior Notes.


 


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Section 3.2             Redemption Procedures for Senior Notes.


 


Payment of the Redemption
Price to each Holder of Senior Notes shall be made by the Company, no later
than 12:00 noon, New York City time, on the Tax Event Redemption Date, by check
or wire transfer in immediately available funds at such place and to such
account as may be designated by each such Holder of Senior Notes, including the
Trustee or the Collateral Agent, as the case maybe. If the Trustee holds
immediately available funds sufficient to pay the Redemption Price of the
Senior Notes, then, on such Tax Event Redemption Date, such Senior Notes will
cease to be outstanding and interest thereon will cease to accrue, whether or
not such Senior Notes have been received by the Company, and all other rights
of the Holder in respect of the Senior Notes shall terminate and lapse (other
than the right to receive the Redemption Price upon delivery of such Senior
Notes but without interest on such Redemption Price).


 


Section 3.3             No Sinking Fund.


 


The Senior Notes are not entitled
to the benefit of any sinking fund.


 


Section 3.4             Option to Put Senior Notes upon Failed Final
Remarketing.


 


If a Failed Final Remarketing
(as described in Section 5.4(b) of the Purchase Contract Agreement and
incorporated herein by reference) has occurred, Holders of Senior Notes who
hold such Senior Notes on the day immediately following the Purchase Contract
Settlement Date shall have the right (the “Put Option”) to put such Senior
Notes to the Company on February 29, 2008 (the “Put Option Exercise
Date”), upon at least three Business Days prior notice, at a repayment price
equal to the principal amount of such Senior Notes plus an amount equal to the
accrued and unpaid interest thereon to the date of payment (the “Note Repayment
Price”).


 


Section 3.5             Repurchase Procedure for Senior Notes.


 


(a)           In
order for the Senior Notes to be repurchased on the Put Option Exercise Date,
the Trustee must receive on or prior to 5:00 p.m. New York City time on the
third Business Day immediately preceding the Put Option Exercise Date, at its
Corporate Trust Office or at an office or agency maintained by the Company in
the Borough of Manhattan, The City of New York as contemplated by
Section 2.3 hereof, the Senior Notes to be repurchased with the form
entitled “Option to Elect Repayment” on the reverse of or otherwise
accompanying such Senior Notes duly completed. 
Any such notice received by the Trustee shall be irrevocable.  All questions as to the validity, eligibility
(including time of receipt) and acceptance of the Senior Notes for repayment
shall be determined by the Company, whose determination shall be final and
binding.


 


(b)           Payment
of the Note Repayment Price shall be made through the Trustee, subject to the
Trustee’s receipt of payment from the Company in accordance with the terms of
the Indenture, no later than 12:00 noon, New York City time, on the Put Option
Exercise Date, and to such account as may be designated.  If the Trustee holds immediately available
funds sufficient to pay the Note Repayment Price of Senior Notes presented for
repayment, then, immediately prior to the close of business on the Put Option
Exercise Date, such Senior Notes will cease to be outstanding and interest
thereon will cease to accrue, whether or not such Senior Notes have been
received by the Company, and all other rights of the Holder in respect of the
Senior Notes, including the Holder’s right to require the Company to repay such
Senior Notes, 


 


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shall terminate and
lapse (other than the right to receive the Note Repayment Price upon delivery
of such Senior Notes but without interest on such Note Repayment Price).  Neither the Trustee nor the Company will be
required to register or cause to be registered the transfer of any Senior Note
for which repayment has been elected.


 


ARTICLE IV


 


EXPENSES


 


Section 4.1             Payment of Expenses.


 


In connection with the
offering, sale and issuance of the Senior Notes to the Holders, the Company, in
its capacity as borrower with respect to the Senior Notes shall pay all costs
and expenses relating to the offering, sale and issuance of the Senior Notes,
including compensation of the Trustee under the Indenture in accordance with
the provisions of Section 606 of the Base Indenture.


 


ARTICLE V


 


NOTICE


 


Section 5.1             Notice by the Company.


 


The Company shall give prompt
written notice to a Responsible Officer of the Trustee of any fact known to the
Company that would prohibit the making of any payment of monies to or by the
Trustee in respect of the Senior Notes. Notwithstanding any of the provisions
of the Base Indenture and this Second Supplemental Indenture, the Trustee shall
not be charged with knowledge of the existence of any facts that would prohibit
the making of any payment of monies to or by the Trustee in respect of the
Senior Notes; provided, however, that if the Trustee shall not have received
the notice provided for in this Article V at least two Business Days prior
to the date upon which by the terms hereof any money may become payable for any
purpose (including, without limitation, the payment of the principal of (or
premium, if any) or interest on any Senior Note), then, anything herein
contained to the contrary notwithstanding, the Trustee shall have full power
and authority to receive such money and to apply the same to the purposes for
which they were received, and shall not be affected by any notice to the
contrary that may be received by it within two Business Days prior to such
date.


 


ARTICLE VI


 


FORM OF SENIOR NOTE


 


Section 6.1             Form of Senior Note.


 


The Senior Notes and the
Trustee’s Certificate of Authentication to be endorsed thereon are to be
substantially in the following forms, with such changes therein as the officers
of the Company executing the Senior Notes (by manual or facsimile signature)
may approve, such approval to be conclusively evidenced by their execution
thereof:


 


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(FORM OF FACE OF NOTE)


 


IF THE NOTE IS TO BE A GLOBAL
NOTE, INSERT - THIS SENIOR NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE
DEPOSITORY TRUST COMPANY OR A NOMINEE OF THE DEPOSITORY TRUST COMPANY. THIS
NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN
THE DEPOSITORY TRUST COMPANY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES
DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER
OF THIS NOTE AS A WHOLE BY THE DEPOSITORY TRUST COMPANY TO A NOMINEE OF THE
DEPOSITORY TRUST COMPANY OR BY A NOMINEE OF THE DEPOSITORY TRUST COMPANY TO THE
DEPOSITORY TRUST COMPANY OR ANOTHER NOMINEE OF THE DEPOSITORY TRUST COMPANY OR
TO A SUCCESSOR CLEARING AGENCY OR TO A NOMINEE OF SUCH SUCCESSOR) MAY BE
REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.


 


UNLESS THIS NOTE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER
STREET, NEW YORK, NEW YORK) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT HEREON IS MADE TO CEDE &
CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A
PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.


 


THIS NOTE WAS ISSUED WITH
ORIGINAL ISSUE DISCOUNT AND CONSTITUTES A CONTINGENT PAYMENT DEBT INSTRUMENT FOR U.S. FEDERAL INCOME TAX PURPOSES.  FOR PURPOSES OF SECTIONS 1273 AND 1275 OF THE
INTERNAL REVENUE CODE, THE ISSUE PRICE OF EACH NOTE IS $1,000 PER $1,000 OF
PRINCIPAL AMOUNT, THE ISSUE DATE IS FEBRUARY 12, 2004 AND THE
COMPARABLE YIELD IS 5.350% PER ANNUM, COMPOUNDED QUARTERLY. THE
PROJECTED PAYMENTS FOR THE NOTES PER $1,000 OF PRINCIPAL AMOUNT ARE $10.89 ON
MAY 17, 2004, $10.31 FOR EACH SUBSEQUENT QUARTER ENDING ON OR PRIOR TO
AUGUST 17, 2007 AND $18.43 FOR EACH QUARTER ENDING AFTER AUGUST 17,
2007.  THE PROJECTED PAYMENT FOR THE
NOTES, PER $1,000 OF PRINCIPAL AMOUNT, AT THE FEBRUARY 17, 2010 MATURITY DATE
OF THE NOTES IS $1,018.43 (WHICH INCLUDES THE STATED PRINCIPAL AMOUNT OF THE
NOTES AS WELL AS THE FINAL PROJECTED INTEREST PAYMENT).  A HOLDER OF THIS SENIOR NOTE MAY OBTAIN
INFORMATION REGARDING THE AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE, ISSUE
PRICE, YIELD TO MATURITY, COMPARABLE YIELD AND THE PROJECTED PAYMENT
SCHEDULE FOR THIS SENIOR NOTE BY SUBMITTING A WRITTEN REQUEST FOR SUCH
INFORMATION TO THE COMPANY AT THE FOLLOWING ADDRESS: 600 HALE STREET, PRIDES
CROSSING, MA 01965, ATTENTION: CHIEF FINANCIAL OFFICER.


 


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CUSIP No. 008252 AF 5


 


$250,000,000


 


AFFILIATED
MANAGERS GROUP, INC.


 


4.125% Senior Note Initially
Due 2010


 


AFFILIATED MANAGERS GROUP,
INC., a Delaware corporation (the “Company”, which term includes any successor
corporation under the Indenture hereinafter referred to), for value received,
hereby promises to pay to The Bank of New York, a New York banking corporation,
or registered assigns, the principal sum of TWO HUNDRED FIFTY MILLION Dollars
($250,000,000) on the Maturity Date (as defined on the reverse hereof), and to
pay interest on said principal sum as follows: (i) from February 12, 2004
or from the next recent date to which interest has been paid or duly provided
for, quarterly in arrears on February 17, May 17, August 17 and
November 17 of each year, commencing on May 17, 2004, initially at the
rate of 4.125% per year to, but excluding the Reset Date, or if a Failed Final
Remarketing occurs, until February 17, 2010; and  (ii) from and after the Reset Date, if
any, semi-annually in arrears on the Subsequent Interest Payment Dates (as
defined on the reverse hereof) (each, an “Interest Payment Date”) until the
principal hereof shall have been paid or duly made available for payment. If
the Reset Date is not an Interest Payment Date, the Company shall pay to the
Holders of record of the Senior Notes on the Regular Record Date preceding the
Reset Date (as if the Reset Date was an Interest Payment Date) the accrued and
unpaid interest from the most recent Interest Payment Date to, but excluding,
such Reset Date at the rate of interest in effect on the Senior Notes prior to
the Reset Date. If the Reset Date is not an Interest Payment Date, the interest
payment described in the previous sentence attributable to Senior Notes pledged
as collateral under the Pledge Agreement and held as a component of the
Company’s Income PRIDES initially issued on February 12, 2004 (the “Income
PRIDES”) shall be paid to the Collateral Agent, which shall be paid to the
Purchase Contract Agent for the benefit of the holders of Income PRIDES in
accordance with the Pledge Agreement and the Purchase Contract Agreement.
Interest on the Senior Notes of this series will accrue from February 12,
2004, to the first Interest Payment Date, and thereafter will accrue from the
last Interest Payment Date to which interest has been paid or duly provided
for.


 


The amount of interest payable
on any Interest Payment Date shall be computed on the basis of a 360-day year
consisting of twelve 30-day months and, except as provided in the Indenture (as
defined on the reverse hereof), the amount of interest payable for any period
shorter than a full quarterly or semi-annual period for which interest is
computed will be computed on the basis of the actual number of days in the
period using 30-day calendar months. In the event that any date on which
interest is payable on this Senior Note is not a Business Day, then payment of
interest payable on such date will be made on the next succeeding day that is a
Business Day (and without any interest or other payment in respect of any such
delay), except that, if such Business Day is in the next succeeding calendar
year, such payment shall be made on the immediately preceding Business Day, in each
case with the same force and effect as if made on such Interest Payment
Date.  The interest installment so
payable, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in the Indenture, be paid to the person in whose name this
Senior Note (or one or more predecessor Securities) is registered at 


 


12
















 


the close of
business on the Regular Record Date for such interest installment which (a) as
long as the Senior Notes remain in certificated form and are held by the
Purchase Contract Agent or are held in book-entry form, will be 15 Business
Days prior to the corresponding Interest Payment Date, or (b) if the Senior
Notes are in certificated form, but are not held by the Purchase Contract
Agent, or are not held in book-entry form, will be at least one Business Day
but not more than 60 Business Days prior to such corresponding Interest Payment
Dates, as selected by the Company for the corresponding Interest Payment Date.
Any such interest installment not punctually paid or duly provided for on any
Interest Payment Date shall forthwith cease to be payable to the registered
Holders at the close of business on such Regular Record Date and may be paid to
the Person in whose name this Senior Note (or one or more predecessor
Securities) is registered at the close of business on a special record date to
be fixed by the Trustee for the payment of such defaulted interest, notice
whereof shall be given to the registered Holders of this series of Senior Notes
not less than 10 days prior to such special record date, or may be paid at any
time in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Senior Notes may be listed, and upon such notice
as may be required by such exchange, all as more fully provided in the
Indenture. The principal of (and premium, if any) and the interest on this
Senior Note shall be payable at the office or agency of the Company maintained
for that purpose in the Borough of Manhattan, The City of New York in any coin
or currency of the United States of America that at the time of payment is
legal tender for payment of public and private debts; provided, however, that
payment of interest may be made at the option of the Company by check mailed to
the registered Holder at such address as shall appear in the Security Register
or by wire transfer to an account appropriately designated by the Holder
entitled thereto.


 


The indebtedness evidenced by
this Senior Note is, to the extent provided in the Indenture, senior and
unsecured and will rank equal in right of payment to all other senior unsecured
obligations of the Company.


 


By acceptance of a beneficial
ownership interest in this Senior Note, each beneficial owner of this Senior
Note will be deemed to have agreed (1) to treat the acquisition of an Income
PRIDES as the acquisition of this Senior Note and the Purchase Contract
constituting the Income PRIDES and to allocate the issue price of the Income
PRIDES on the issue date of the Income PRIDES between this Senior Note and the
Purchase Contract in an amount equal to $1,000.00 and $0.00, respectively, (2)
to treat this Senior Note as indebtedness of the Company for all tax purposes,
(3) to treat this Senior Note as indebtedness that is subject to the Contingent
Payment Regulations for United States federal income tax purposes, (4) to be
bound by the Company’s determination of the “comparable yield” and “projected
payment schedule,” within the meaning of the Contingent Payment Regulations,
with respect to this Senior Note for United States federal income tax purposes
and (5) to treat this Senior Note and the Purchase Contract constituting the
Income PRIDES as separate financial instruments for all tax purposes. A Holder
of this Senior Note may obtain the amount of original issue discount, issue
date, issue price, yield to maturity, comparable yield and projected payment
schedule by submitting a written request to the Company at the following
address: 600 Hale Street, Prides Crossing, MA 01965, Attention: Chief Financial
Officer.


 


13
















 


This Senior Note shall not be
entitled to any benefit under the Indenture hereinafter referred to or be valid
or obligatory for any purpose until the Certificate of Authentication shall
have been signed by or on behalf of the Trustee.


 


The provisions of this Senior
Note are continued on the reverse side hereof and such continued provisions
shall for all purposes have the same effect as though fully set forth at this
place.


 


14
















 


IN WITNESS WHEREOF, the Company
has caused this instrument to be executed.


 


Dated:  February 12, 2004


 


	
  AFFILIATED MANAGERS GROUP,
  INC.,

  
	
  as Issuer

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  
	
  Name:

  
	
  Title:

  
	
   

  
	
  Attest:

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  
	
  Title:

  
				



 


CERTIFICATE OF AUTHENTICATION


 


This is one of the Senior Notes
of the series of Senior Notes described in the within-mentioned Indenture.


 


Dated:


 


THE BANK OF NEW YORK, 

as Trustee


 


	
  By:

  	
   

  	
   

  
	
  Authorized
  Signatory

  



 


15
















 


(FORM OF REVERSE OF SENIOR
NOTE)


 


This Senior Note is one of a
duly authorized series of Securities of the Company (herein sometimes referred
to as the “Senior Notes”), issued and to be issued in one or more series under
and pursuant to an Indenture, dated as of December 21, 2001 (the “Base
Indenture”), between the Company and Wachovia Bank, National Association (as
successor to First Union National Bank), as trustee, as amended by a
Replacement Trustee Agreement, by and between The Bank of New York and the
Company, as supplemented by a second supplemental indenture, dated
February 12, 2004 (the “Second Supplemental Indenture”), between The Bank
of New York, as trustee (the “Trustee,” which term includes any successor trustee
under the Indenture) and the Company (the Base Indenture as supplemented by
Second Supplemental Indenture, the “Indenture”), to which Indenture reference
is hereby made for a description of the rights, limitations of rights,
obligations, duties and immunities thereunder of the Trustee, the Company and
the Holders of the Senior Notes. By the terms of the Indenture, the Securities
are issuable in series that may vary as to amount, date of maturity, rate of interest and in other respects as provided in the
Indenture.


 


Unless a Tax Event Redemption
shall previously occur, the “Maturity Date” shall mean February 17, 2010,
unless extended by the Company in connection with a successful remarketing of
the Senior Notes pursuant to the Remarketing Agreement; provided that, in
connection with any successful remarketing of the Senior Notes pursuant to the
Remarketing Agreement, the Company shall have the right to extend the Maturity
Date to a date that is three, five, seven or ten years from the Reset Date and
if the Senior Notes are not successfully remarketed by the third Business Day
immediately preceding the Purchase Contract Settlement Date, the Maturity Date
shall be February 17, 2010.


 


If the Senior Notes are
successfully remarketed in accordance with the Remarketing Agreement, the
“Subsequent Interest Payment Dates” shall mean the date that is six months
after the Reset Date and, thereafter, on each date that is six months from the
prior Subsequent Interest Payment Date.


 


If a Tax Event shall occur and
be continuing, the Company may, at its option, redeem the Senior Notes in whole
(but not in part) at any time at a price per Senior Note equal to the
Redemption Price. The Redemption Price shall be paid to each Holder of the
Senior Notes by the Company, no later than 12:00 noon, New York City time, on
the Tax Event Redemption Date, by check or wire transfer in immediately
available funds, at such place and to such account as may be designated by each
such Holder.


 


The Holder of this Senior Note
may, on or prior to the fifth Business Day immediately preceding any proposed
Reset Date tender this Senior Note to The Bank of New York, as Custodial Agent,
for remarketing in accordance with the Pledge Agreement dated as of
February 12, 2004 between the Company and The Bank of New York, as
Collateral Agent, Custodial Agent and Securities Intermediary.


 


The Senior Notes are not
entitled to the benefit of any sinking fund.


 


16
















 


If the Senior Notes are
remarketed on the third Business Day immediately preceding the Purchase
Contract Settlement Date and such remarketing has resulted in a Failed Final
Remarketing (as described in Section 5.4 of the Purchase Contract
Agreement and incorporated herein by reference), each Holder of Senior Notes
who holds such Senior Notes on the day immediately following the Purchase
Contract Settlement Date shall have the right (the “Put Option”) to put such
Senior Notes to the Company, on February 29, 2008 (the “Put Option
Exercise Date”), upon at least three Business Days prior notice, at a repayment
price equal to the principal amount of this Senior Note plus an amount equal to
the accrued and unpaid interest thereon to the date of payment (the “Note
Repayment Price”).


 


In order for the Senior Notes to
be so repurchased, the Trustee must receive, on or prior to 5:00 p.m. New York
City Time on the third Business Day immediately preceding the Put Option
Exercise Date, at its Corporate Trust Office, or at an office or agency
maintained by the Company in the Borough of Manhattan, The City of New York as
contemplated by Section 2.3 of the Second Supplemental Indenture, the
Senior Notes to be repurchased with the form entitled “Option to Elect
Repayment” on the reverse of or otherwise accompanying such Senior Notes duly
completed. Any such notice received by the Trustee shall be irrevocable. All
questions as to the validity, eligibility (including time of receipt) and
acceptance of the Senior Notes for repayment shall be determined by the
Company, whose determination shall be final and binding. The payment of the
Note Repayment Price in respect of such Senior Notes shall be made no later
than 12:00 noon, New York City time, on the Put Option Exercise Date.


 


In case an Event of Default,
as defined in the Indenture, shall have occurred and be continuing, the
principal of all of the Senior Notes may be declared, and upon such declaration
shall become, due and payable (or, in certain circumstances shall ipso facto
become due and payable), in the manner, with the effect and subject to the
conditions provided in the Indenture.


 


The Indenture contains
provisions permitting, with certain exceptions therein provided, the Company
and the Trustee, with the consent of the Holders of not less than a majority in
aggregate principal amount of the Outstanding Securities of each series
affected to execute supplemental indentures for the purpose of, among other
things, adding any provisions to or changing or eliminating any of the
provisions of the Indenture or of any supplemental indenture or of modifying
the rights of the Holders of the Securities. The Indenture also contains
provisions permitting the Holders of a majority in aggregate principal amount
of the Securities of any series at the time Outstanding, on behalf of all of the
Holders of all Securities of such series, to waive a Default or Event of
Default with respect to such series and its consequences, except a Default or
Event of Default in the payment of the principal of or premium, if any, or
interest on any of the Securities of such series or in respect of a covenant or
other provision which, under the terms of the Indenture, cannot be modified or
amended without the consent of the Holder of each Outstanding Security of such
series affected. Any such consent or waiver by the registered Holder of this
Senior Note (unless revoked as provided in the Indenture) shall be conclusive
and binding upon such Holder and upon all future Holders of this Senior Note
and of any Senior Note issued in exchange for or in place hereof (whether by
registration of transfer or otherwise), irrespective of whether or not any
notation of such consent or waiver is made upon this Senior Note.


 


17
















 


No reference herein to the
Indenture and no provision of this Senior Note or of the Indenture shall alter
or impair the obligation of the Company, which is absolute and unconditional,
to pay the principal of and premium, if any, and interest on this Senior Note
at the time and place and at the rate and in the money herein prescribed.


 


As provided in the Indenture
and subject to certain limitations therein set forth, this Senior Note is
transferable by the registered Holder hereof on the Security Register of the
Company, upon surrender of this Senior Note for registration of transfer at the
office or agency of the Company maintained for such purpose in the Borough of
Manhattan, The City of New York, accompanied by a written instrument or
instruments of transfer in form satisfactory to the Company or the Trustee duly
executed by the registered Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Senior Notes of authorized denominations
and for the same aggregate principal amount will be issued to the designated
transferee or transferees. No service charge will be made for any such
transfer, but the Company may require payment of a sum sufficient to cover any
transfer tax or similar governmental charge payable in relation thereto.


 


Prior to due presentment for
registration of transfer of this Senior Note, the Company, the Trustee, any
Paying Agent and the Security Registrar may deem and treat the registered
Holder hereof as the absolute owner hereof (whether or not this Senior Note
shall be overdue and notwithstanding any notice of ownership or writing hereon
made by anyone other than the Security Registrar) for the purpose of receiving
payment of or on account of the principal hereof and premium, if any, and
interest due hereon and for all other purposes, and neither the Company nor the
Trustee nor any Paying Agent nor any Security Registrar shall be affected by
any notice to the contrary.


 


No recourse shall be had for
the payment of the principal of or the interest on this Senior Note, or for any
claim based hereon, or otherwise in respect hereof, or based on or in respect
of the Indenture, against any incorporator, shareholder, officer or director,
past, present or future, as such, of the Company or of any predecessor or
successor corporation, whether by virtue of any constitution, statute or rule
of law, or by the enforcement of any assessment or penalty or otherwise, all
such liability being, by the acceptance hereof and as part of the consideration
for the issuance hereof, expressly waived and released.


 


The Indenture imposes certain
limitations on the ability of the Company to, among other things, merge or
consolidate with any other Person or sell, assign, transfer or lease all or
substantially all of its properties or assets, and requires that the Company
comply with certain further covenants. All such covenants and limitations are
subject to a number of important qualifications and exceptions. The Company
must report periodically to the Trustee on compliance with the covenants in the
Indenture.


 


The Senior Notes of this
series are issuable only in registered form without coupons in denominations of
$1,000,000 and any integral multiple of $1,000 in excess thereof. As provided
in the Indenture and subject to certain limitations therein set forth, Senior
Notes are exchangeable for a like aggregate principal amount of Senior Notes of
a different authorized denomination, as requested by the Holder surrendering
the same.


 


18
















 


All terms used in this Senior
Note that are defined in the Indenture shall have the meanings assigned to them
in the Indenture.


 


The Senior Notes are subject
to the covenants set forth in the Indenture.


 


This Senior Note shall be
governed by and construed in accordance with the law of the State of New York.


 


19
















 


OPTION TO ELECT REPAYMENT


 


The undersigned hereby
irrevocably requests and instructs the Company to repay $        
principal amount of the within Senior Note, pursuant to its terms, on the “Put
Option Exercise Date,” together with any interest thereon accrued but unpaid to
the date of repayment, to the undersigned at:


 


(Please print or type name and
address of the undersigned)


 


and to
issue to the undersigned, pursuant to the terms of the Indenture, a new Senior Note
or Senior Notes representing the remaining aggregate principal amount of this
Senior Note.


 


For this Option to Elect
Repayment to be effective, this Senior Note with the Option to Elect Repayment
duly completed must be received by the Trustee at 101 Barclay Street, Floor 8W,
New York, New York 10286 Attention: Corporate Trust Administration, no later
than 5:00 p.m. on the third Business Day immediately preceding
February 29, 2008.


 


	
  Dated:

  	
   

  	
   

  	
  Signature:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  Signature Guarantee:

  	
   

  	
   

  
							



 


 


Note: The signature to this
Option to Elect Repayment must correspond with the name as written upon the
face of the within Senior Note without alteration or enlargement or change
whatsoever.


 


20
















 


ASSIGNMENT


 


FOR VALUE RECEIVED, the
undersigned assigns and transfers this Senior Note to:                                                                                                                                                                                                                                                                                                                                                                                                                                                 
(Insert assignee’s social security or tax identification number)                                                                                                                                                                                                                                                                                                                                                                                                                                                 


(Insert address and zip code of
assignee) and irrevocably appoints                                                                                                              


                                                                                                              
agent to transfer this Senior Note on the books of the
Company. The agent may substitute another to act for him or her.


 


	
  Date:

  	
   

  	
   Signature:

  	
   

  	
   

  
	
   

  



 


(Sign exactly as your name
appears on the other side of this Senior Note)


 


21
















 


ARTICLE VII


 


ORIGINAL ISSUE OF SENIOR NOTES


 


Section 7.1             Original Issue of Senior Notes.


 


Senior Notes may from time to
time, upon execution of this Second Supplemental Indenture, be executed by the
Company and delivered to the Trustee for authentication, and the Trustee shall
thereupon authenticate and deliver said Senior Notes to or upon the written
order of the Company pursuant to Section 202 of the Base Indenture without
any further action by the Company.


 


The Company shall file with
the Trustee promptly at the end of each calendar year (i) a written notice
specifying the amount of original issue discount (including daily rates and
accrual periods) accrued on outstanding Senior Notes as of the end of the year
and (ii) such other specific information relating to such original issue
discount as may then be relevant under the Internal Revenue Code of 1986, as
amended from time to time.


 


ARTICLE VIII


 


MISCELLANEOUS


 


Section 8.1             Ratification of Indenture.


 


The Indenture as supplemented
by this Second Supplemental Indenture, is in all respects ratified and
confirmed, and this Second Supplemental Indenture shall be deemed part of the
Indenture in the manner and to the extent herein and therein provided.


 


Section 8.2             Trustee Not Responsible for Recitals.


 


The recitals herein contained
are made by the Company and not by the Trustee, and the Trustee assumes no
responsibility for the correctness thereof. The Trustee makes no representation
as to the validity or sufficiency of this Second Supplemental Indenture.


 


Section 8.3             New York Law to Govern.


 


THIS SECOND SUPPLEMENTAL
INDENTURE AND EACH SENIOR NOTE SHALL BE DEEMED TO BE NEW YORK CONTRACTS, AND
FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF SAID STATE
(WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF LAW).


 


Section 8.4             Separability.


 


In case any one or more of the
provisions contained in this Second Supplemental Indenture or in the Senior
Notes shall for any reason be held to be invalid, illegal or unenforceable in
any respect, then, to the extent permitted by law, such invalidity, illegality
or unenforceability shall not affect any other provisions of this Second
Supplemental Indenture or 


 


22
















 


of the Senior Notes, but this Second Supplemental Indenture
and the Senior Notes shall be construed as if such invalid or illegal or
unenforceable provision had never been contained herein or therein.


 


Section 8.5             Counterparts.


 


This Second Supplemental
Indenture may be executed in any number of counterparts each of which shall be
an original, but such counterparts shall together constitute but one and the
same instrument.


 


ARTICLE IX


 


REMARKETING


 


Section 9.1             Remarketing Procedures.


 


(a)           On
each Remarketing Announcement Date, the Company will (a) together with the
Reset Agent, select the Applicable Benchmark Treasury to be used to determine
the Reset Rate and cause the Reset Agent to establish the Reset Spread to be
added to the yield on the Applicable Benchmark Treasury expected to be in effect
on the Initial Remarketing Date, and (b) announce (the “Remarketing
Announcement”) the Reset Date, Reset Spread and Applicable Benchmark Treasury
and any change in the scheduled interest payment dates and the maturity date
that will become effective with respect to the Senior Notes on the Reset Date
upon a Successful Initial Remarketing. 
On the Business Day immediately following the Remarketing Announcement
Date, the Company will cause the Remarketing Announcement to be published in an
Authorized Newspaper.  In the event of an
unsuccessful remarketing attempt, the Company will cause a notice of the
unsuccessful remarketing attempt to be published in an Authorized Newspaper no
later than the second Business Day following the Initial Remarketing Date on which
the unsuccessful remarketing attempt occurred.


 


(b)           Not
later than 5:00 p.m., New York City time, on the fifth Business Day but no
earlier than the 10th Business Day, immediately preceding a proposed Reset
Date, each Holder of the Senior Notes not constituting components of Income
PRIDES may elect to have Senior Notes held by such Holder remarketed.  Holders of Senior Notes that are not a
component of Income PRIDES shall give notice of their election to have such
Senior Notes remarketed to the Collateral Agent pursuant to the Pledge
Agreement.  Any such notice shall be
irrevocable after 5:00 p.m., New York City time, on the fifth Business Day
immediately preceding a proposed Reset Date and may not be conditioned upon the
level at which the Reset Rate is established. Promptly after 5:30 p.m., New
York City time, on such fifth Business Day, the Trustee, based on the notices
received by it prior to such time (including notices from the Purchase Contract
Agent as to Purchase Contracts for which Cash Settlement has been elected),
shall notify the Company and the Remarketing Agent of the number of Senior
Notes to be tendered for remarketing. 
Under Section 5.3 of the Purchase Contract Agreement, Senior Notes
that constitute components of Income PRIDES will be remarketed as provided
therein and in this Section 9.1. 
The Senior Notes constituting components of Income PRIDES shall be
deemed tendered, notwithstanding any failure by the Holder of such Income
PRIDES to deliver or properly deliver such Senior Notes to the Remarketing
Agent for purchase.


 


23
















 


(c)           The
right of each Holder to have Senior Notes tendered for purchase shall be
limited to the extent that (i) the Remarketing Agent conducts a remarketing
pursuant to the terms of the Remarketing Agreement, (ii) Senior Notes tendered
have not been called for redemption, (iii) the Remarketing Agent is able to
find a purchaser or purchasers for tendered Senior Notes at a price per Senior
Note such that the aggregate price for the Applicable Principal Amount of
Senior Notes is not less than 100% of the Treasury Portfolio Purchase Price,
and (iv) such purchaser or purchasers deliver the purchase price therefor to
the Remarketing Agent as and when required.


 


(d)           On
an Initial Remarketing Date, the Remarketing Agent shall use reasonable efforts
to remarket, at a price per Senior Note such that the aggregate price for the
Applicable Principal Amount of Senior Notes is equal to approximately 100.25%
of the Treasury Portfolio Purchase Price plus the Remarketing Fee, Senior Notes
tendered or deemed tendered for purchase.


 


(e)           If
there are no Income PRIDES outstanding and none of the Holders elect to have
Senior Notes held by them remarketed, the Reset Rate shall be the rate determined
by the Reset Agent, subject to the terms of the Remarketing Agreement, as the
rate that would have been established had a remarketing been held on the
Initial Remarketing Date.


 


(f)            If
the Remarketing Agent has determined that it will be able to remarket all
Senior Notes tendered or deemed tendered prior to 4:00 p.m., New York City
time, on an Initial Remarketing Date, the Reset Agent, subject to the terms of
the Remarketing Agreement, shall determine the Reset Rate.


 


(g)           By
approximately 4:30 p.m., New York City time, on the Initial Remarketing Date,
provided that the Initial Remarketing has not failed, the Remarketing Agent
shall advise, by telephone  (i) the
Collateral Agent, the Company, and the Trustee of the Reset Rate determined in
the remarketing and any modification to the scheduled interest payment dates or
maturity date of the Senior Notes and the aggregate principal amount of Senior
Notes sold in the Initial Remarketing and (ii) each purchaser of the Reset Rate
(and the modified scheduled interest payment dates and maturity date of the
Senior Notes, if any) and the aggregate principal amount of Senior Notes such
purchaser is to purchase.


 


(h)           If,
by 4:00 p.m., New York City time, on a proposed Initial Remarketing Date no
later than the Business Day preceding the Final Remarketing Date, the
Remarketing Agent is unable to remarket all Senior Notes tendered or deemed
tendered for purchase or if the Initial Remarketing shall not have occurred
because a condition precedent to the remarketing shall not have been fulfilled,
a failed remarketing (“Failed Initial Remarketing”) shall be deemed to have
occurred and the Remarketing Agent shall so advise by telephone the Collateral
Agent, the Company and the Trustee.


 


(i)            The
Remarketing Agent is not obligated to purchase any Senior Notes in an Initial
Remarketing or otherwise. Neither the Trustee, the Company
nor the Remarketing Agent shall be obligated in any case to provide
funds to make payment upon tender of Senior Notes for remarketing.


 


24
















 


(j)            The
tender and settlement procedures set forth in this Section 9.1, including
provisions for payment by purchasers of Senior Notes in the Initial
Remarketing, shall be subject to modification, notwithstanding any provision to
the contrary set forth herein, to the extent required by the Clearing Agency or
if the book-entry system is no longer available for the Senior Notes at the
time of the Initial Remarketing, to facilitate the tendering and remarketing of
Senior Notes in certificated form. In addition, the Remarketing Agent may,
notwithstanding any provision to the contrary set forth herein, modify the
settlement procedures set forth herein in order to facilitate the settlement
process.


 


(k)           Anything
herein to the contrary notwithstanding, the Reset Rate shall in no event exceed
the maximum rate permitted by applicable law and, as provided in the
Remarketing Agreement, neither the Remarketing Agent nor the Reset Agent shall
have any obligation to determine whether there is any limitation under
applicable law on the Reset Rate or, if there is any such limitation, the
maximum permissible Reset Rate on the Senior Notes and they shall rely solely
upon written notice from the Company (which the Company agrees to provide prior
to the 10th Business Day before an Initial Remarketing Date) as to whether or
not there is any such limitation and, if so, the maximum permissible Reset
Rate.


 


Section 9.2             Final  Remarketing Procedures.


 


(a)           Not
later than 5:00 p.m., New York City time, on the second Business Day
immediately preceding the Final Remarketing Date, each Holder of the Senior
Notes may elect to have Senior Notes held by such Holder remarketed.  Under Section 5.4 of the Purchase
Contract Agreement, Holders of Income PRIDES that do not give notice of
intention to make a Cash Settlement of their related Purchase Contracts shall
be deemed to have consented to the disposition of the Senior Notes constituting
a component of such Income PRIDES. Holders of Senior Notes that are not a
component of Income PRIDES shall give notice of their election to have such
Senior Notes remarketed to the Custodial Agent pursuant to the Pledge
Agreement. Any such notice shall be irrevocable after 5:00 p.m., New York City
time, on the second Business Day immediately preceding the Final Remarketing
Date and may not be conditioned upon the level at which the Reset Rate is
established. Promptly after 5:30 p.m., New York City time, on such second
Business Day, the Trustee, based on the notices received by it prior to such
time (including notices from the Purchase Contract Agent as to Purchase
Contracts for which Cash Settlement has been elected), shall notify the Company
and the Remarketing Agent of the number of Senior Notes to be tendered for
remarketing.


 


(b)           If
any Holder of Income PRIDES does not give a notice of its intention to make a
Cash Settlement or gives a notice of election to tender Senior Notes as
described in Section 9.2(a), the Senior Notes of such Holder shall be
deemed tendered, notwithstanding any failure by such Holder to deliver or
properly deliver such Senior Notes to the Remarketing Agent for purchase.


 


(c)           The
right of each Holder to have Senior Notes tendered for purchase shall be
limited to the extent that (i) the Remarketing Agent conducts a remarketing
pursuant to the terms of the Remarketing Agreement, (ii) Senior Notes tendered
have not been called for redemption, (iii) the Remarketing Agent is able to
find a purchaser or purchasers for tendered Senior Notes at 


 


25
















 


a price of not less
than 100% of the principal amount thereof, and (iv) such purchaser or
purchasers deliver the purchase price therefor to the Remarketing Agent as and
when required.


 


(d)           If
a Failed Initial Remarketing has occurred, on the Final Remarketing Date, the
Remarketing Agent shall use reasonable efforts to remarket, at a price equal to
approximately 100.25% of the aggregate principal amount thereof, Senior Notes
tendered or deemed tendered for purchase plus the Remarketing Fee.


 


(e)           If
none of the Holders elect or are deemed to have elected to have Senior Notes
held by them remarketed, the Reset Rate shall be the rate determined by the
Reset Agent, subject to the terms of the Remarketing Agreement, as the rate
that would have been established had a remarketing been held on the Final
Remarketing Date.


 


(f)            If
the Remarketing Agent has determined that it will be able to remarket all
Senior Notes tendered or deemed tendered prior to 4:00 p.m., New York City time,
on the Final Remarketing Date, the Reset Agent shall, subject to the terms of
the Remarketing Agreement, determine the Reset Rate.


 


(g)           If,
by 4:00 p.m., New York City time, on the Final Remarketing Date, the
Remarketing Agent is unable to remarket all Senior Notes tendered or deemed
tendered for purchase or if the Final Remarketing shall not have occurred
because a condition precedent to the Final Remarketing shall not have been
fulfilled, a failed remarketing (“Failed Final Remarketing”) shall be deemed to
have occurred and the Remarketing Agent shall so advise by telephone the
Collateral Agent, the Company and the Trustee.


 


(h)           By
approximately 4:30 p.m., New York City time, on the Final Remarketing Date,
provided that there has not been a Failed Final Remarketing, the Remarketing
Agent shall advise, by telephone (i) the Collateral Agent, the Company and the
Trustee, of the Reset Rate determined in the Final Remarketing and any
modification to the scheduled interest payment dates or maturity date of the Senior
Notes and the aggregate principal amount of Senior Notes sold in the Final
Remarketing and (ii) each purchaser of the Reset Rate (and the modified
scheduled interest payment dates and maturity date of the Senior Notes, if any)
and the aggregate principal amount of Senior Notes such purchaser is to
purchase.


 


(i)            The
Remarketing Agent is not obligated to purchase any Senior Notes in the Final
Remarketing or otherwise. Neither the Trustee, the Company
nor the Remarketing Agent shall be obligated in any case to provide
funds to make payment upon tender of Senior Notes for remarketing.


 


(j)            The
tender and settlement procedures set forth in this Section 9.2, including
provisions for payment by purchasers of Senior Notes in the Final Remarketing,
shall be subject to modification, notwithstanding any provision to the contrary
set forth herein, if the book-entry system is not available for the Senior
Notes at the time of the Final Remarketing, to facilitate the tendering and
remarketing of Senior Notes in certificated form. In addition, the Remarketing
Agent may, notwithstanding any provision to the contrary set forth herein,
modify the settlement procedures set forth herein in order to facilitate the
settlement process.


 


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(k)           Anything
herein to the contrary notwithstanding, the Reset Rate shall in no event exceed
the maximum rate permitted by applicable law and, as provided in the
Remarketing Agreement, neither the Remarketing Agent nor the Reset Agent shall
have any obligation to determine whether there is any limitation under
applicable law on the Reset Rate or, if there is any such limitation, the
maximum permissible Reset Rate on the Senior Notes and they shall rely solely
upon written notice from the Company (which the Company agrees to provide prior
to the 10th Business Day before the Purchase Contract Settlement Date) as to
whether or not there is any such limitation and, if so, the maximum permissible
Reset Rate.


 


27
















 


IN WITNESS WHEREOF, the parties
hereto have caused this Second Supplemental Indenture to be duly executed by
their respective officers thereunto duly authorized, on the date or dates
indicated in the acknowledgments and as of the day and year first above
written.


 


	
   

  	
  AFFILIATED
  MANAGERS GROUP, INC.,

  as Issuer

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  Darrell W. Crate

  	
   

  
	
   

  	
  Name:

  	
  Darrell W. Crate

  
	
   

  	
  Title:

  	
  Executive Vice President and

  Chief Financial Officer

  
					



 


	
  Attest:

  
	
   

  
	
  By:

  	
    /s/  John Kingston, III

  	
   

  
	
  Name:

  	
  John Kingston, III

  
	
  Title:

  	
  Senior Vice President, General

  Counsel and Secretary

  
	
   

  	
   

  	
   

  
	
  THE BANK OF NEW YORK,

  as Trustee

  
	
   

  
	
  By:

  	
    /s/  Kisha A. Holder

  	
   

  
	
  Name:

  	
  Kisha A. Holder

  
	
  Title:

  	
  Assistant Vice President

  
	
   

  	
   

  	
   

  
	
  Attest:

  
	
   

  
	
  By:

  	
    /s/  Stacey B. Poindexter

  	
   

  
	
  Name:

  	
  Stacey B. Poindexter

  
	
  Title:

  	
  Assistant Treasurer

  
				



 


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