Exhibit 4.4


 


REMARKETING AGREEMENT


 


REMARKETING AGREEMENT, dated
as of February 12, 2004 (this “Remarketing Agreement”) by and among
Affiliated Managers Group, Inc., a company organized and existing under the
laws of the State of Delaware (the “Company”), The Bank of New York, a New York
banking corporation, not individually but solely as Purchase Contract Agent and
as attorney-in-fact of the holders of Purchase Contracts (each as defined in
the Purchase Contract Agreement (as defined herein)), and Merrill Lynch &
Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”).


 


WITNESSETH:


 


WHEREAS, the Company will
issue its PRIDES (the “PRIDES”) in an aggregate Stated Amount of $250,000,000
under the Purchase Contract Agreement, dated as of February 12, 2004, by
and between the Purchase Contract Agent and the Company (the “Purchase Contract
Agreement”) as amended or supplemented from time to time; and


 


WHEREAS, the Company will
issue concurrently in connection with the issuance of the PRIDES 4.125% Senior
Notes of the Company initially due February 17, 2010 (the “Senior Notes”)
in an aggregate principal amount of $250,000,000; and


 


WHEREAS, the PRIDES will
initially consist of 250,000 units referred to as “Income PRIDES,” each such
security consisting of a Senior Note in the principal amount of $1,000 and a
Purchase Contract issued by the Company (“Purchase Contract”) pursuant to the
Purchase Contract Agreement, and no Growth PRIDES, each such security
consisting of certain U.S. Treasury Securities and a Purchase Contract; and


 


WHEREAS, the Senior Notes
forming a part of the Income PRIDES will be pledged pursuant to the Pledge
Agreement (the “Pledge Agreement”), dated as of February 12, 2004, by and
among the Company, The Bank of New York, as Collateral Agent, Purchase Contract
Agent, Securities Intermediary and Custodial Agent (the “Collateral Agent”), to
secure an Income PRIDES Holder’s obligations under the related Purchase
Contract on the Purchase Contract Settlement Date; and


 


WHEREAS, the Remarketing Agent
will remarket in the manner provided herein the Senior Notes pledged pursuant
to the Pledge Agreement (the “Pledged Senior Notes”) of the Income PRIDES
Holders who have not already settled their Purchase Contracts, and any Senior
Notes that are not pledged pursuant to the Pledge Agreement (the “Other Senior
Notes”) of the holders who have elected to have their Senior Notes remarketed,
in each case, as provided in the Purchase Contract Agreement; and


 


WHEREAS, in the event of a
Failed Initial Remarketing, the holders of the Other Senior Notes electing to
have their Senior Notes remarketed and of the Holders of the Pledged Senior
Notes who have elected not to settle the Purchase Contracts related to their
Income PRIDES by Cash Settlement and who have not settled their Purchase
Contracts early upon the occurrence of certain specified corporate transactions
will be remarketed by the Remarketing Agent on the 


 
















 


third Business Day immediately preceding the Purchase
Contract Settlement Date (the “Final Remarketing Date”); and


 


WHEREAS, in the event of a
Successful Initial Remarketing, the applicable interest rate on the Senior
Notes will be reset on the Reset Date, to the Reset Rate to be determined by
the Reset Agent as the rate that such Senior Notes should bear in order for the
Applicable Principal Amount of the Senior Notes to have an approximate
aggregate market value of 100.25% of the Treasury Portfolio Purchase Price on
the Initial Remarketing Date plus the applicable Remarketing Fee, provided that
in the determination of such Reset Rate, the Company shall, if applicable,
limit the Reset Rate to the maximum rate permitted by applicable law; and


 


WHEREAS, in the event of a
Failed Final Remarketing, the applicable interest rate on the Senior Notes that
remain outstanding on and after the Purchase Contract Settlement Date will be
reset on the third Business Day immediately preceding the Purchase Contract
Settlement Date, to the Reset Rate to be determined by the Reset Agent as the
rate that such Senior Notes should bear in order to have an approximate market
value of 100.25% of the aggregate principal amount of the Senior Notes on the
third Business Day immediately preceding the Purchase Contract Settlement Date
plus the applicable Remarketing Fee, provided that in the determination of such
Reset Rate, the Company shall, if applicable, limit the Reset Rate to the
maximum rate permitted by applicable law; and


 


WHEREAS, the Company has
requested Merrill Lynch to act as the Reset Agent and as the Remarketing Agent,
and as such to perform the services described herein; and


 


WHEREAS, Merrill Lynch is
willing to act as Reset Agent and Remarketing Agent and as such to perform such
duties on the terms and conditions expressly set forth herein.


 


NOW, THEREFORE, for and in
consideration of the covenants herein made, and subject to the conditions
herein set forth, the parties hereto agree as follows:


 


Section 1.               Definitions.  Capitalized terms used and not defined in
this Remarketing Agreement shall have the meanings assigned to them in the
Purchase Contract Agreement or, if not therein defined, the Pledge Agreement.


 


Section 2.               Appointment and Obligations of Reset Agent and
Remarketing Agent; Remarketing.


 


(a)           The
Company hereby appoints Merrill Lynch and Merrill Lynch hereby accepts such
appointment, (i) as the Reset Agent to determine in consultation with the
Company, in the manner provided for herein and in the Indenture (as in effect
on the date of this Remarketing Agreement) with respect to the Senior Notes, (1)
the Reset Rate that, in the opinion of the Reset Agent, will, when applied to
the Senior Notes, enable the Applicable Principal Amount of the Senior Notes to
have an approximate aggregate market value of 100.25% of the Treasury Portfolio
Purchase Price as of an Initial Remarketing Date, and (2) in the event of a
Failed Initial Remarketing, the Reset Rate that, in the opinion of the Reset
Agent, will, when applied to the Senior Notes, enable a Senior Note to have an
approximate market value of 100.25% of the aggregate principal amount of the
Senior Notes as of the third Business Day preceding the Purchase Contract
Settlement Date, provided, in each case, that the Company, by notice to the 


 


2
















 


Reset Agent prior to the tenth Business Day
preceding a proposed Initial Remarketing Date, or the Purchase Contract
Settlement Date, in the case of the Final Remarketing (as defined below),
shall, if applicable, limit the Reset Rate so that it does not exceed the maximum
rate permitted by applicable law and (ii) as the exclusive Remarketing Agent
(subject to the right of Merrill Lynch to appoint additional remarketing agents
hereunder as described below) to (1) remarket the Other Senior Notes of the
holders electing to have such Other Senior Notes remarketed and the Pledged
Senior Notes of the Income PRIDES Holders on an Initial Remarketing Date, for
settlement on the third Business Day following such remarketing and (2) in the
case of a Failed Initial Remarketing, remarket the Senior Notes of the holders
of the Other Senior Notes and of the Income PRIDES Holders who have not settled
the related Purchase Contracts early and have failed to notify the Purchase
Contract Agent, on or prior to the fifth Business Day immediately preceding the
Purchase Contract Settlement Date, of their intention to settle the related
Purchase Contracts through Cash Settlement. 
In connection with any remarketing contemplated hereby, the Remarketing
Agent will enter into a Supplemental Remarketing Agreement (the “Supplemental
Remarketing Agreement”) with the Company and the Purchase Contract Agent, which
shall either be (i) substantially in the form attached hereto as Exhibit A
(with such changes as the Company and the Remarketing Agent may agree upon, it
being understood that changes may be necessary in the representations,
warranties, covenants and other provisions of the Supplemental Remarketing
Agreement due to changes in law or facts and circumstances or in the event that
Merrill Lynch is not the sole remarketing agent, and with such further changes
therein as the Remarketing Agent may reasonably request) or (ii) in such other
form as the Remarketing Agent may reasonably request, subject to the approval
of the Company (such approval not to be unreasonably withheld).  Notwithstanding anything herein to the
contrary, Merrill Lynch shall not be obligated to act as Remarketing Agent or
Reset Agent hereunder unless the Supplemental Remarketing Agreement is in form
and substance reasonably satisfactory to Merrill Lynch.  The Company agrees that Merrill Lynch shall
have the right, on 15 Business Days’ notice to the Company, to appoint one or
more additional remarketing agents so long as any such additional remarketing
agents shall be reasonably acceptable to the Company. Upon any such
appointment, the parties shall enter into an appropriate amendment to this
Remarketing Agreement to reflect the addition of any such remarketing agent.


 


(b)           Pursuant
to the Supplemental Remarketing Agreement, the Remarketing Agent, either as
sole remarketing agent or as representative of a group of remarketing agents
appointed as aforesaid, will agree, subject to the terms and conditions set
forth herein and therein, to use its reasonable efforts to (i) remarket, on
each Initial Remarketing Date (each an “Initial Remarketing”), the Senior Notes
that the Collateral Agent shall have notified the Remarketing Agent have been
tendered for, or otherwise are to be included in, such Initial Remarketing, at
a price per Senior Note such that the aggregate price for the Applicable
Principal Amount of the Senior Notes is approximately 100.25% of the Treasury
Portfolio Purchase Price plus the Remarketing Fee and (ii) in the event of a
Failed Initial Remarketing, remarket, on the third Business Day immediately
preceding the Purchase Contract Settlement Date (the “Final Remarketing”), the
Senior Notes that the Collateral Agent shall have notified the Remarketing
Agent have been tendered for, or otherwise are to be included in, the Final Remarketing,
at a price of approximately 100.25% of the aggregate principal amount of such
Senior Notes plus the Remarketing Fee. Notwithstanding the preceding sentence,
the Remarketing Agent shall not remarket any Senior Notes for a price less than
the price necessary for the Applicable Principal Amount of the Senior Notes to
have an aggregate price equal to 100% of the Treasury Portfolio 


 


3
















 


Purchase Price (the “Minimum
Initial Remarketing Price”), in the case of any Initial Remarketing, or the
aggregate principal amount of such Senior Notes, in the case of the Final
Remarketing.  After deducting the fee
specified in Section 3 below, the proceeds of such Initial Remarketing or
Final Remarketing, as the case may be, shall be paid to the Collateral Agent in
accordance with Section 4.6 or 6.3 of the Pledge Agreement and
Section 5.3 of the Purchase Contract Agreement (each of which Sections are
incorporated herein by reference).  The
right of each holder of Senior Notes or Income PRIDES to have Senior Notes
tendered for any Initial Remarketing or the Final Remarketing, as the case may
be, shall be limited to the extent that (i) the Remarketing Agent conducts an
Initial Remarketing and, in the event of a Failed Initial Remarketing, a Final
Remarketing pursuant to the terms of this 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
of not less than the Minimum Initial Remarketing Price, in the case of any
Initial Remarketing, and 100% of the principal amount thereof, in the case of
the Final Remarketing and (iv) such purchaser or purchasers deliver the
purchase price therefor to the Remarketing Agent as and when required.  The Remarketing Agent shall not be obligated
to remarket any Senior Note if a condition precedent to such remarketing is not
fulfilled.


 


(c)           Neither
the Remarketing Agent nor the Reset Agent shall have any obligation whatsoever
to purchase any Senior Notes, whether in an Initial Remarketing, the Final
Remarketing or otherwise, and shall in no way be obligated to provide funds to
make payment upon tender of Senior Notes for remarketing or to otherwise expend
or risk their own funds or incur or be exposed to financial liability in the
performance of their respective duties under this Remarketing Agreement or any
Supplemental Remarketing Agreement, and, without limitation of the foregoing,
the Remarketing Agent shall not be deemed an underwriter of the remarketed
Senior Notes.  The Company shall not be
obligated in any case to provide funds to make payment upon tender of Senior
Notes for remarketing.


 


Section 3.               Fees.  In the event of a Successful Initial
Remarketing, the Remarketing Agent shall retain as a remarketing fee (the
“Remarketing Fee”) (i) an amount not exceeding 25 basis points (0.25%) of the
Minimum Initial Remarketing Price from any amount received in connection with
such Initial Remarketing in excess of the Minimum Initial Remarketing Price if
the remarketed Senior Notes mature on or prior to February 17, 2010 or
(ii) such other amount as agreed between the Company and the Remarketing Agent
if the maturity date of the Senior Notes is otherwise extended on the Reset
Date to a date after February 17, 2010. 
In the event of a Successful Final Remarketing, the Remarketing Agent
shall retain as the Remarketing Fee an amount not exceeding 25 basis points
(0.25%), of the principal amount of the remarketed Senior Notes from any amount
received in connection with such Final Remarketing in excess of the aggregate
principal amount of such remarketed Senior Notes if the remarketed Senior Notes
mature on or prior to February 17, 2010 or (ii) such other amount as agreed
between the Company and the Remarketing Agent if the maturity date of the
Senior Notes is otherwise extended on the Reset Date to a date after
February 17, 2010.  In addition, the
Reset Agent shall, in either case, receive from the Company a reasonable and customary
fee (the “Reset Agent Fee”); provided, however, that if the Remarketing Agent
shall also act as the Reset Agent, then the Reset Agent shall not be entitled
to receive any such Reset Agent Fee. 
Payment of such Reset Agent Fee shall be made by the Company on the
Initial Remarketing Date, in the case of a Successful Initial Remarketing, or
on the third Business Day immediately preceding the 


 


4
















 


Purchase Contract Settlement Date, in the case
of a Successful Final Remarketing, in immediately available funds or, upon the
instructions of the Reset Agent, by certified or official bank check or checks
or by wire transfer.


 


Section 4.               Replacement and Resignation
of Remarketing Agent.


 


(a)           The
Company may in its absolute discretion replace Merrill Lynch as the Remarketing
Agent and/or as the Reset Agent in its capacity hereunder by giving notice (i)
prior to 3:00 p.m., New York City time on the eleventh Business Day immediately
prior to any Initial Remarketing Date, or (ii) in the event of a Failed Initial
Remarketing, prior to 3:00 p.m., New York City time on the eleventh Business
Day immediately prior to the Purchase Contract Settlement Date, provided, in
either case, that the Company must replace Merrill Lynch both as Remarketing
Agent and as Reset Agent unless Merrill Lynch shall agree to continue to serve
solely in one such capacity.  Any such
replacement shall become effective upon the Company’s appointment of a successor
to perform the services that would otherwise be performed hereunder by the
Remarketing Agent and/or the Reset Agent. 
Upon providing such notice, the Company shall use all reasonable efforts
to appoint such a successor and to enter into a remarketing agreement with such
successor as soon as reasonably practicable. 
The Company shall notify the Purchase Contract Agent, the Collateral
Agent and the Custodial Agent of the appointment of any such successor.


 


(b)           Merrill
Lynch may resign at any time and be discharged from its duties and obligations
hereunder as the Remarketing Agent and/or as the Reset Agent by giving notice
(i) prior to 3:00 p.m., New York City time on the eleventh Business Day
immediately prior to any Initial Remarketing Date, or (ii) in the event of a
Failed Initial Remarketing, prior to 3:00 p.m., New York City time on the
eleventh Business Day immediately prior to the Purchase Contract Settlement
Date.  Any such resignation shall become
effective upon the Company’s appointment of a successor to perform the services
that would otherwise be performed hereunder by the Remarketing Agent and/or the
Reset Agent. Upon receiving notice from the Remarketing Agent and/or the Reset
Agent that it wishes to resign hereunder, the Company shall use all reasonable
efforts to appoint such a successor and enter into a remarketing agreement with
it as soon as reasonably practicable. 
The Company shall notify the Purchase Contract Agent, the Collateral
Agent and the Custodial Agent of the appointment of any such successor.


 


Section 5.               Dealing in the Securities.  Each of the Remarketing Agent and the Reset
Agent, when acting hereunder or under the Supplemental Remarketing Agreement or
acting in its individual or any other capacity, may, to the extent permitted by
law, buy, sell, hold or deal in any of the Senior Notes, Securities or other
securities of the Company.  With respect
to any Senior Notes, Securities or other securities of the Company owned by it,
the Remarketing Agent and the Reset Agent may each exercise any vote or join in
any action with like effect as if it did not act in any capacity
hereunder.  The Remarketing Agent and the
Reset Agent respectively, in its individual capacity, either as principal or
agent, may also engage in or have an interest in any financial or other
transaction with the Company as freely as if it did not act in any capacity
hereunder.


 


5
















 


Section 6.               Registration Statement and
Prospectus.


 


(a)           In
connection with any Initial Remarketing, the Company in its sole discretion,
may determine to (i) file and cause to be declared effective a registration
statement relating to the Senior Notes under the Securities Act of 1933, as
amended (the “1933 Act”), prior to the third Business Day immediately preceding
such Initial Remarketing Date, (ii) furnish a current preliminary prospectus
and, if applicable, a current preliminary prospectus supplement to be used by
the Remarketing Agent in such Initial Remarketing not later than seven Business
Days prior to such Initial Remarketing Date (or such earlier date as the
Remarketing Agent may reasonably request) and in such quantities as the
Remarketing Agent may reasonably request, and (iii) furnish a current final
prospectus and, if applicable, a final prospectus supplement to be used by the
Remarketing Agent in such Initial Remarketing not later than the third Business
Day immediately preceding such Initial Remarketing Date in such quantities as
the Remarketing Agent may reasonably request.


 


(b)           In
the event of a Failed Initial Remarketing and in connection with the Final
Remarketing, the Company in its sole discretion, may determine to (i) file and
cause to be declared effective a registration statement relating to the Senior
Notes under the 1933 Act prior to the third Business Day immediately preceding
the Purchase Contract Settlement Date, (ii) furnish a current preliminary
prospectus and, if applicable, a current preliminary prospectus supplement to
be used by the Remarketing Agent in the Final Remarketing not later than seven
Business Days prior to the Purchase Contract Settlement Date (or such earlier
date as the Remarketing Agent may reasonably request) and in such quantities as
the Remarketing Agent may reasonably request, and (iii) furnish a current final
prospectus and, if applicable, a final prospectus supplement to be used by the
Remarketing Agent in the Final Remarketing not later than the third Business
Day immediately preceding the Purchase Contract Settlement Date in such
quantities as the Remarketing Agent may reasonably request.


 


(c)           If
in connection with any Initial Remarketing or, in the event of a Failed Initial
Remarketing and in connection with the Final Remarketing, it shall not be
possible, in the view of counsel (which need not be an opinion) for either the
Remarketing Agent or the Company, under applicable law, regulations or
interpretations in effect at the time of such Initial Remarketing or such Final
Remarketing to register the offer and sale by the Company of the Senior Notes
under the 1933 Act as otherwise contemplated by this Section 6, the
Company in its sole discretion, may determine to (i) take, or cause to be
taken, action and to do, or cause to be done, any thing necessary, proper and
advisable to permit and effectuate the offer and sale of the Senior Notes in
connection with any Initial Remarketing or the Final Remarketing, as the case
may be, without registration under the 1933 Act pursuant to an exemption
therefrom, if available, (ii) furnish a current preliminary remarketing
memorandum to be used by the Remarketing Agent in any Initial Remarketing or
the Final Remarketing, as the case may be, not later than seven Business Days
prior to such Initial Remarketing Date, in the case of an Initial Remarketing,
or the Purchase Contract Settlement Date, in the case of the Final Remarketing
(or in either case such earlier date as the Remarketing Agent may reasonably
request) and in such quantities as the Remarketing Agent may reasonably request
and (iii) furnish a current final remarketing memorandum to be used by the
Remarketing Agent in any Initial Remarketing or the Final Remarketing, as the
case may be, not later than the third Business Day immediately preceding such
Initial Remarketing Date, in the case of an Initial Remarketing, or the
Purchase 


 


6
















 


Contract Settlement Date, in
the case of the Final Remarketing, in such quantities as the Remarketing Agent
may reasonably request.


 


(d)           The
Company also take any such actions as may (upon advice
of counsel to the Company or the Remarketing Agent) be necessary or desirable
under state securities or blue sky laws in connection with any Initial
Remarketing and the Final Remarketing.


 


Section 7.               Conditions to the Remarketing Agent’s
Obligations.


 


(a)           The
obligations of the Remarketing Agent and the Reset Agent under this Remarketing
Agreement and, in the case of the Remarketing Agent, the Supplemental
Remarketing Agreement shall be subject to the terms and conditions of this
Remarketing Agreement and the Supplemental Remarketing Agreement, including,
without limitation, the following conditions: (i) the Senior Notes tendered
for, or otherwise to be included in any Initial Remarketing or the Final
Remarketing, as the case may be, have not been called for redemption, (ii) the
Remarketing Agent is able to find a purchaser or purchasers for tendered Senior
Notes (1) in the case of any Initial Remarketing, at a price not less than the
Minimum Initial Remarketing Price, and (2) in the case of the Final
Remarketing, at a price not less than 100% of the aggregate principal amount
thereof, (iii) the Purchase Contract Agent, the Collateral Agent, the Custodial
Agent, the Company and the Trustee (as defined in the Indenture) shall have
performed their respective obligations in connection with any Initial
Remarketing and, in the event of a Failed Initial Remarketing, in connection
with the Final Remarketing, in each case pursuant to the Purchase Contract
Agreement, the Pledge Agreement, the Indenture, this Remarketing Agreement and
the Supplemental Remarketing Agreement (including, without limitation, giving
the Remarketing Agent notice of the Treasury Portfolio Purchase Price no later
than 10:00 a.m., New York City time, on the fourth Business Day prior to the
Initial Remarketing Date, in the case of an Initial Remarketing, and giving the
Remarketing Agent notice of the aggregate principal amount, as the case may be,
of the Pledged Senior Notes and Other Senior Notes to be remarketed, no later
than 10:00 a.m., New York City time, on the fourth Business Day prior to the
Purchase Contract Settlement Date, in the case of the Final Remarketing, and,
in each case, concurrently delivering such Senior Notes to be remarketed to the
Remarketing Agent), (iv) no Event of Default (as defined in the Indenture), and
no event that with the passage of time or the giving of notice or both would
become an Event of Default, shall have occurred and be continuing, (v) the
accuracy of the representations and warranties of the Company included and
incorporated by reference in this Remarketing Agreement and the Supplemental
Remarketing Agreement or in certificates of any officer of the Company or any
of its subsidiaries delivered pursuant to the provisions included or
incorporated by reference in this Remarketing Agreement or the Supplemental
Remarketing Agreement, (vi) the performance by the Company of its covenants and
other obligations included and incorporated by reference in this Remarketing
Agreement and the Supplemental Remarketing Agreement, and (vii) the satisfaction
of the other conditions set forth and incorporated by reference in this
Remarketing Agreement and the Supplemental Remarketing Agreement.


 


(b)           If
at any time during the term of this Remarketing Agreement, any Event of Default
under the Indenture, or event that with the passage of time or the giving of
notice or both would become an Event of Default under the Indenture, has
occurred and is continuing, then the obligations and duties of the Remarketing
Agent under this Remarketing Agreement shall be 


 


7
















 


suspended until such
default or event has been cured.  The
Company will promptly notify the Remarketing Agent of such Events of Default
and events known to an Authorized Officer and will cause the Trustee to give
the Remarketing Agent notice of all such Events of Default and events known to
an Authorized Officer.


 


Section 8.               Termination of Remarketing
Agreement.  This Remarketing
Agreement shall terminate as to the Remarketing Agent and/or the Reset Agent,
as the case may be, on the effective date of its replacement pursuant to
Section 4(a) hereof or pursuant to Section 4(b) hereof.  Notwithstanding any such termination, the
obligations set forth in Section 2 (insofar as such Section relates
to the payment of the Remarketing Fee) and Section 3 hereof shall survive
and remain in full force and effect until all amounts payable under such
Sections shall have been paid in full. In addition, each former Remarketing
Agent and Reset Agent shall be entitled to the rights and benefits under
Section 9 of this Remarketing Agreement notwithstanding the replacement or
resignation of such Remarketing Agent or Reset Agent.


 


Section 9.               Remarketing Agent’s Performance; Duty of
Care.  The duties and obligations of
the Remarketing Agent and the Reset Agent shall be determined solely by the
express provisions of this Remarketing Agreement and, in the case of the
Remarketing Agent, the Supplemental Remarketing Agreement.  No implied covenants or obligations of or
against the Remarketing Agent or the Reset Agent shall be read into this
Remarketing Agreement or, in the case of the Remarketing Agent, the
Supplemental Remarketing Agreement.  In
the absence of bad faith on the part of the Remarketing Agent or the Reset
Agent, as the case may be, the Remarketing Agent and the Reset Agent each may
conclusively rely upon any document furnished to it which purports to conform
to the requirements of this Remarketing Agreement or the Supplemental
Remarketing Agreement, as the case may be, as to the truth of the statements
expressed therein.  Each of the
Remarketing Agent and the Reset Agent shall be protected in acting upon any
document or communication reasonably believed by it to be signed, presented or
made by the proper party or parties. 
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 on the Senior Notes 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 third Business Day prior to any Remarketing Announcement Date) as to
whether or not there is any such limitation and, if so, the maximum permissible
Reset Rate.  Neither the Remarketing
Agent nor the Reset Agent shall incur any liability under this Remarketing
Agreement or the Supplemental Remarketing Agreement, as the case may be, to any
beneficial owner or holder of Senior Notes, or other securities, either in its
individual capacity or as Remarketing Agent or Reset Agent, as the case may be,
for any action or failure to act in connection with any remarketing or
otherwise in connection with the transactions contemplated by this Remarketing
Agreement or the Supplemental Remarketing Agreement, except to the extent that
it shall have been determined by a court of competent jurisdiction by final and
nonappealable judgment that such liability has resulted from the willful
misconduct, bad faith or gross negligence of the Remarketing Agent or the Reset
Agent.  The provisions of this
Section 9 shall survive any termination of this Remarketing Agreement and
shall also continue to apply to every Remarketing Agent and Reset Agent
notwithstanding their resignation or removal.


 


8
















 


Section 10.             Governing Law.  THIS REMARKETING AGREEMENT SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.


 


Section 11.             Term of Agreement.  Unless otherwise terminated in accordance
with the provisions hereof and except as otherwise provided herein, this
Remarketing Agreement shall remain in full force and effect from the date hereof
until the first day thereafter on which no Senior Notes are outstanding, or, if
earlier, the Business Day immediately following a Successful Initial
Remarketing Date, in the case of a Successful Initial Remarketing, or the
Business Day immediately following the Purchase Contract Settlement Date, in
the case of a Successful Final Remarketing.


 


Section 12.             Successors and Assigns.  The rights and obligations of the Company
hereunder may not be assigned or delegated to any other person without the
prior written consent of Merrill Lynch as the Remarketing Agent and/or as the
Reset Agent.  The rights and obligations
of Merrill Lynch as the Remarketing Agent and/or as the Reset Agent hereunder
may not be assigned or delegated to any other person without the prior written
consent of the Company.  This Remarketing
Agreement shall inure to the benefit of and be binding upon the Company and
Merrill Lynch as the Remarketing Agent and/or as the Reset Agent and their
respective successors and assigns.  The
terms “successors” and “assigns” shall not include any purchaser of Securities
merely because of such purchase.


 


Section 13.             Headings.  Section headings have been inserted in
this Remarketing Agreement and the Supplemental Remarketing Agreement as a
matter of convenience of reference only, and it is agreed that such
section headings are not a part of this Remarketing Agreement or the
Supplemental Remarketing Agreement, as the case may be, and will not be used in
the interpretation of any provision of this Remarketing Agreement or the
Supplemental Remarketing Agreement.


 


Section 14.             Severability.  If any provision of this Remarketing
Agreement or the Supplemental Remarketing Agreement shall be held or deemed to
be or shall, in fact, be invalid, inoperative or unenforceable as applied in
any particular case in any or all jurisdictions because it conflicts with any
provisions of any constitution, statute, rule or public policy or for any other
reason, such circumstances shall not have the effect of rendering the provision
in question invalid, inoperative or unenforceable in any other case,
circumstances or jurisdiction, or of rendering any other provision or
provisions of this Remarketing Agreement or the Supplemental Remarketing
Agreement, as the case may be, invalid, inoperative or unenforceable to any
extent whatsoever.


 


Section 15.             Counterparts.  Both this Remarketing Agreement and the
Supplemental Remarketing Agreement may be executed in counterparts, each of
which shall be regarded as an original and all of which shall constitute one
and the same document.


 


Section 16.             Amendments.  Both this Remarketing Agreement and the
Supplemental Remarketing Agreement may be amended by any instrument in writing
signed by the parties hereto.


 


9
















 


Section 17.             Notices.  Unless otherwise specified, any notices,
requests, consents or other communications given or made hereunder or pursuant
hereto shall be made in writing or transmitted by any standard form of
telecommunication, including telephone, telegraph or telecopy, and confirmed in
writing.  All written notices and
confirmations of notices by telecommunication shall be deemed to have been
validly given or made when delivered or mailed, registered or certified mail,
return receipt requested and postage prepaid. 
All such notices, requests, consents or other communications shall be
addressed as follows: if to the Company, Affiliated Managers Group, Inc., 600
Hale Street, Prides Crossing, MA 01965, Attention: Darrell W. Crate, with a
copy to Goodwin Procter LLP, Exchange Place, Boston, MA 02109-2881, Attention:
Martin Carmichael; if to the Remarketing Agent or Reset Agent (if Merrill
Lynch, Pierce, Fenner & Smith Incorporated is the Remarketing Agent or the
Reset Agent), to Merrill Lynch, Pierce, Fenner & Smith Incorporated, 4
World Financial Center, North Tower, New York, New York 10080, Attention:
Investment Banking, with a copy to Sidley Austin Brown & Wood LLP, 787
Seventh Avenue, New York, NY 10019, Attention: L. Markus Wiltshire; and if to
the Purchase Contract Agent, to The Bank of New York, 101 Barclay Street, Floor
8W, New York, New York 10286, Attention: Corporate Trust Administration, or to
such other address as any of the above shall specify to the other in writing.


 


Section 18.             Consent to Jurisdiction; Miscellaneous.  Each of the parties hereto hereby expressly
and irrevocably submits to the non-exclusive jurisdiction of any competent
court in the place of its domicile and any United States Federal or New York
State court sitting in the Borough of Manhattan in The City of New York in any
action, suit or proceeding arising out of or relating to this Remarketing
Agreement or the transactions contemplated hereby to the extent that such court
has subject matter jurisdiction over the controversy, and expressly and
irrevocably waives, to the extent permitted under applicable law, any immunity
from the jurisdiction thereof and any claim or defense in such action, suit or
proceeding based on a claim of improper venue, forum  non  conveniens
or any similar basis to which it might otherwise be entitled in any such
action, suit or proceeding.


 


Section 19.             Waiver of Immunities.  To the extent that the Company or any of its
properties, assets or revenues may have or may hereafter become entitled to, or
have attributed to them, any right of immunity, on the grounds of sovereignty,
from any legal action, suit or proceeding, from set-off or counterclaim, from
the jurisdiction of any court, from service of process, from attachment upon or
prior to judgment, or from attachment in aid of execution of judgment, or from
execution of judgment, other legal process or proceeding for the giving of any
relief or for the enforcement of any judgment, in any jurisdiction in which
proceedings may at any time be commenced, with respect to their obligations,
liabilities or any other matter under or arising out of or in connection with
this Remarketing Agreement or any additional agreement, the Company hereby
irrevocably and unconditionally, to the extent permitted by applicable law,
waives and agrees not to plead or claim any such immunity and consents to such
relief and enforcement.


 


Section 20.             Information.  The Company agrees to furnish the Remarketing
Agent and the Reset Agent with such information and documents as the
Remarketing Agent or the Reset Agent may reasonably request in connection with
the transactions contemplated by this Remarketing Agreement and the
Supplemental Remarketing Agreement, and make reasonably available to the
Remarketing Agent, the Reset Agent and/or any accountant, attorney or other 


 


10
















 


advisor retained by the Remarketing Agent or the
Reset Agent such information that parties would customarily require in
connection with a due diligence investigation conducted in accordance with
applicable securities laws and cause the Company’s officers, directors,
employees and/or accountants to participate in all such discussions and to
supply all such information reasonably requested by any such person in connection
with such investigation.


 


 


[The remainder of this page is
intentionally left blank]


 


11
















 


IN WITNESS WHEREOF, each of
the Company, the Purchase Contract Agent and the Remarketing Agent has caused this
Remarketing Agreement to be executed in its name and on its behalf by one of
its duly authorized officers as of the date first above written.


 


 


	
   

  	
  AFFILIATED
  MANAGERS GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/  Darrell W. Crate

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Darrell W.
  Crate

  
	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President and

  Chief Financial Officer

  
	
   

  	
   

  
	
  CONFIRMED AND ACCEPTED:

  	
   

  
	
   

  	
   

  
	
  MERRILL LYNCH & CO.

  	
   

  
	
  MERRILL LYNCH, PIERCE, FENNER & SMITH

  INCORPORATED

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
    /s/  Jay C. Horgen

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Jay C. Horgen

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Director

  	
   

  	
   

  
	
   

  	
   

  
	
  THE BANK OF NEW YORK,

  	
   

  
	
  not individually but solely as
  Purchase Contract

  	
   

  
	
  Agent and as attorney-in-fact
  for the holders of

  	
   

  
	
  the Purchase Contracts

  	
   

  
	
   

  	
   

  
	
  By:

  	
     /s/  Kisha A. Holder

  	
   

  
	
   

  	
  Name:

  	
  Kisha A. Holder

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Assistant Vice President

  	
   

  	
   

  
								



 


12
















 


Exhibit A to

Remarketing Agreement


 


SUPPLEMENTAL
REMARKETING AGREEMENT


 


Supplemental Remarketing
Agreement (this “Agreement”) dated                           ,
         among Affiliated
Managers Group, Inc., a company organized and existing under the laws of the
State of Delaware (the “Company”), Merrill Lynch, Pierce, Fenner & Smith
Incorporated (the “Remarketing Agent”), and The Bank of New York, as Purchase
Contract Agent and attorney-in-fact for the Holders of the Purchase Contracts
(as such terms are defined in the Purchase Contract Agreement referred to in
Schedule I hereto).


 


NOW, THEREFORE, for and in
consideration of the covenants herein made, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:


 


1.             Definitions.  Capitalized terms used and not defined in
this Agreement shall have the meanings assigned to them in the Remarketing
Agreement, dated as of February 12, 2004 (the “Remarketing Agreement”),
among the Company, the Purchase Contract Agent and Merrill Lynch & Co.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated or, if not defined in
the Remarketing Agreement, the meanings assigned to them in the Purchase
Contract Agreement (as defined in Schedule I hereto).


 


2.             Remarketing
Memorandum.  The Company has provided
to the Remarketing Agent, for use in connection with remarketing of the
Securities (as such term is defined on Schedule I hereto), a [preliminary
remarketing memorandum and] remarketing memorandum and [describe other
materials, if any].  Such
remarketing memorandum (including the documents incorporated or deemed to be
incorporated by reference therein, [and] [describe other materials] are
hereinafter called, collectively, the “Prospectus,” [and such preliminary
marketing memorandum (including the documents incorporated or deemed to be
incorporated by reference therein) is hereinafter called a “preliminary
prospectus”)].  The Company hereby
consents to the use of the Prospectus [and the preliminary prospectus] in
connection with the remarketing of the Securities].  All references in this Agreement to
amendments or supplements to [the preliminary prospectus] or the Prospectus
shall be deemed to mean and include the filing of any document under the 1934
Act, which is incorporated or deemed to be incorporated by reference in [the
preliminary prospectus] or the Prospectus, as the case may be.


 


3.             Provisions
Incorporated by Reference.


 


(a)           Subject
to Section 3(b), the provisions of the Purchase Agreement are
incorporated, as applicable, into this Agreement, and the Company hereby makes
the representations and warranties, and agrees to comply with the covenants and
obligations, set forth in the provisions of the Purchase Agreement incorporated
by reference herein, as modified by the provisions of Section 3(b) hereof.


 


13
















 


(b)           With
respect to the provisions of the Purchase Agreement incorporated herein, for
the purposes hereof, (i) all references therein to the “Initial Purchaser”
shall be deemed to refer to the Remarketing Agent and any additional
remarketing agents designated pursuant to Section 2 of the Remarketing
Agreement; (ii) all references therein to the “Securities,” “PRIDES” or
“Initial Securities” shall be deemed to refer to the Securities as defined
herein; (iii) all references therein to the “Closing Date” shall be deemed to
refer to the Remarketing Closing Date specified in Schedule I hereto; (iv)
all references therein to the “Offering Memorandum” shall be deemed to refer to
[the preliminary prospectus] and the Prospectus, respectively, as defined
herein; (v) all references therein to this “Agreement,” the “Purchase
Agreement,” “hereof,” “herein” and all references of similar import, shall be
deemed to mean and refer to this Supplemental Remarketing Agreement; (vi) all
references therein to “the date hereof,” “the date of this Agreement” and all
similar references shall be deemed to refer to the date of this Supplemental
Remarketing Agreement; (vii) all references therein to any “settlement date”
shall be disregarded; and (viii) [other changes, including changes relating to
the offer and sale of the Securities in connection with the Remarketing without
registration under the 1933 Act in reliance upon an exemption therefrom.]


 


4.             Purchase
and Sale; Remarketing Underwriting Fee.  Subject to the terms and conditions and in
reliance upon the representations and warranties herein set forth or
incorporated by reference herein and in the Remarketing Agreement, the
Remarketing Agent agrees to use its reasonable efforts to remarket, in the
manner set forth in Section 2(b) of the Remarketing Agreement, the
aggregate principal amount, as the case may be, of Securities set forth in Schedule I
hereto at a purchase price not less than 100% of the [Minimum Initial
Remarketing Price] [aggregate principal amount of the Securities].  In connection therewith, the registered
holder or holders thereof agree, in the manner specified in Section 5
hereof, to pay to the Remarketing Agent a Remarketing Fee equal to an amount
not exceeding 25 basis points (0.25%) of [the Minimum Initial Remarketing
Price] [such aggregate principal amount,] payable by deduction from any amount
received in connection from such [Initial][Final] Remarketing in excess of the
[Minimum Initial Remarketing Price] [aggregate principal amount of the
Securities] if the remarketed Senior Notes mature on or prior to
February 17, 2010 or (ii) such other amount as agreed between the Company
and the Remarketing Agent if the maturity date of the Senior Notes is otherwise
extended on the Reset Date to a date after February 17, 2010.  The right of each holder of Securities to
have Securities tendered for purchase shall be limited to the extent set forth
in the last sentence of Section 2(b) of the Remarketing Agreement (which
is incorporated by reference herein).  As
more fully provided in Section 2(c) of the Remarketing Agreement (which is
incorporated by reference herein), the Remarketing Agent is not obligated to
purchase any Securities in the remarketing or otherwise, and neither the
Company nor the Remarketing Agent shall be obligated in any case to provide
funds to make payment upon tender of Securities for remarketing.


 


5.             Delivery
and Payment. Delivery of payment for the remarketed Securities by the
purchasers thereof identified by the Remarketing Agent and payment of the
Remarketing Fee shall be made on the Remarketing Closing Date at the location
and time specified in Schedule I hereto (or such later date not later than
five Business Days after such date as the Remarketing Agent shall designate),
which date and time may be postponed by agreement between the Remarketing Agent
and the Company.  Delivery of the
remarketed Securities and payment of the Remarketing Fee shall be made to the
Remarketing Agent against payment by the respective 


 


14
















 


purchasers of
the remarketed Securities of the consideration therefor as specified herein, which
consideration shall be paid to the Collateral Agent for the account of the
persons entitled thereto by certified or official bank check or checks drawn on
or by a New York Clearing House bank and payable in immediately available funds
or in immediately available funds by wire transfer to an account or accounts
designated by the Collateral Agent.


 


Certificates for the
Securities shall be registered in such names and denominations as the
Remarketing Agent may request not less than one full Business Day in advance of
the Remarketing Closing Date, and the Company, the Collateral Agent and the
registered holder or holders thereof agree to have such certificates available
for inspection, packaging and checking by the Remarketing Agent in New York,
New York not later than 1:00 p.m. on the Business Day prior to the Remarketing
Closing Date.


 


6.             Notices.
Unless otherwise specified, any notices, requests, consents or other
communications given or made hereunder or pursuant hereto shall be made in
writing or transmitted by any standard form of telecommunication, including
telephone, telegraph or telecopy, and confirmed in writing. All written notices
and confirmations of notices by telecommunication shall be deemed to have been
validly given or made when delivered or mailed, registered or certified mail,
return receipt requested and postage prepaid. All such notices, requests,
consents or other communications shall be addressed as follows: if to the
Company, to Affiliated Managers Group, Inc., 600 Hale Street, Prides Crossing,
MA 01965, Attention: Darrell W. Crate, with a copy to Goodwin Procter LLP,
Exchange Place, Boston, MA 02109-2881, Attention: Martin Carmichael; if to the
Remarketing Agent, to Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner
& Smith Incorporated, 4 World Financial Center, North Tower, New York, New
York 10080, Attention: Investment Banking, with a copy to Sidley Austin Brown
& Wood LLP, 787 Seventh Avenue, New York, NY 10019, Attention: L. Markus
Wiltshire; and if to the Purchase Contract Agent, to The Bank of New York, 101
Barclay Street, Floor 8W, New York, New York 10286, Attention: Corporate Trust
Administration, or to such other address as any of the above shall specify to
the other in writing.


 


If the foregoing is in
accordance with your understanding of our agreement, please sign and return to
us the enclosed duplicate hereof, whereupon this letter and your acceptance
shall represent a binding agreement among the Company, the Purchase Contract
Agent and the Remarketing Agent.


 


15
















 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  AFFILIATED MANAGERS GROUP, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  CONFIRMED AND ACCEPTED:

  	
   

  
	
   

  	
   

  
	
  MERRILL LYNCH & CO.

  	
   

  
	
  MERRILL LYNCH, PIERCE, FENNER
  & SMITH

  	
   

  
	
  INCORPORATED

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Authorized
  Signatory

  	
   

  
	
   

  	
   

  
	
  THE BANK OF NEW YORK

  	
   

  
	
  not individually but solely as
  Purchase Contract Agent

  	
   

  
	
  and as attorney-in-fact for the
  holders of the Purchase Contracts

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


16
















 


SCHEDULE I
TO SUPPLEMENTAL REMARKETING AGREEMENT


 


Securities subject to the
remarketing: Senior Notes due 2010 of the Company (the “Securities”).


 


Purchase Contract Agreement,
dated as of February 12, 2004 (the “Purchase Contract Agreement”) by and
between Affiliated Managers Group, Inc., a company organized and existing under
the laws of the State of Delaware, and The Bank of New York.


 


Pledge Agreement dated as of
February 12, 2004 (the “Pledge Agreement”) by and between Affiliated
Managers Group, Inc. and The Bank of New York, as Collateral Agent, Custodial
Agent and Securities Intermediary, and as Purchase Contract Agent.


 


Indenture, dated as of
December 21, 2001, between Affiliated Managers Group, Inc. 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 (collectively the “Base Indenture”) as supplemented
by a second supplemental indenture, to be dated February 12, 2004 between
The Bank of New York, as trustee (the “Trustee”) and the Company (the “Second
Supplemental Indenture” together with the Base Indenture, the “Indenture”),
establishing the terms of the Securities.


 


[Minimum Remarketing Price]
[Aggregate Principal Amount of Securities: $                         ]


 


Purchase
Agreement, dated February 6, 2004 (the “Purchase Agreement”) Affiliated
Managers Group, Inc. and Merrill Lynch & Co. and Merrill Lynch, Pierce,
Fenner & Smith Incorporated.


 


Remarketing Fee:  [either (i) an amount not exceeding 25 basis
points (0.25%) of the Minimum Initial Remarketing Price from any amount
received in connection with such Initial Remarketing in excess of the Minimum
Initial Remarketing Price if the remarketed Senior Notes mature on or prior to
February 17, 2010 or (ii) such other amount as agreed between the Company
and the Remarketing Agent if the maturity date of the Senior Notes is otherwise
extended on the Reset Date to a date after February 17, 2010.]


 


Remarketing Closing Date, Time
and Location:


 


 


SCH-1-1