Exhibit 4.1


 


EXECUTION COPY


 


GUARANTEE
AGREEMENT


 


AFFILIATED
MANAGERS GROUP, INC.


 


DATED
AS OF APRIL 3, 2006


 

















 


GUARANTEE
AGREEMENT


 


AFFILIATED
MANAGERS GROUP, INC.


 


DATED
AS OF APRIL 3, 2006


 


TABLE OF
CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE I

  	
   

  
	
   

  	
  DEFINITIONS AND INTERPRETATION

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 1.1

  	
  Definitions and Interpretation

  	
  1

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE II

  	
   

  
	
   

  	
  TRUST INDENTURE ACT

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 2.1

  	
  Trust Indenture Act; Application

  	
  4

  
	
  SECTION 2.2

  	
  Lists of Holders of Securities

  	
  5

  
	
  SECTION 2.3

  	
  Reports by the Trust Securities Guarantee
  Trustee

  	
  5

  
	
  SECTION 2.4

  	
  Periodic Reports to the Trust Securities
  Guarantee Trustee

  	
  5

  
	
  SECTION 2.5

  	
  Evidence of Compliance with Conditions
  Precedent

  	
  5

  
	
  SECTION 2.6

  	
  Events of Default; Waiver

  	
  6

  
	
  SECTION 2.7

  	
  Event of Default; Notice

  	
  6

  
	
  SECTION 2.8

  	
  Conflicting Interests

  	
  6

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE III

  	
   

  
	
   

  	
  POWERS, DUTIES AND RIGHTS OF TRUST
  SECURITIES GUARANTEE TRUSTEE

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 3.1

  	
  Powers and Duties of the Trust Securities
  Guarantee Trustee

  	
  6

  
	
  SECTION 3.2

  	
  Certain Rights of Trust Securities
  Guarantee Trustee

  	
  8

  
	
  SECTION 3.3

  	
  Not Responsible for Recitals or Issuance of
  Trust Securities Guarantee

  	
  10

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE IV

  	
   

  
	
   

  	
  TRUST SECURITIES GUARANTEE TRUSTEE

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 4.1

  	
  Trust Securities Guarantee Trustee;
  Eligibility

  	
  10

  
	
  SECTION 4.2

  	
  Appointment, Removal and Resignation of Trust
  Securities Guarantee Trustee

  	
  11

  
	
  SECTION 4.3

  	
  Compensation and Reimbursement

  	
  11

  
				



 

















 


	
   

  	
  ARTICLE V

  	
   

  
	
   

  	
  GUARANTEE

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 5.1

  	
  Guarantee

  	
  12

  
	
  SECTION 5.2

  	
  Waiver of Notice and Demand

  	
  12

  
	
  SECTION 5.3

  	
  Obligations Not Affected

  	
  13

  
	
  SECTION 5.4

  	
  Rights of Holders

  	
  14

  
	
  SECTION 5.5

  	
  Guarantee of Payment

  	
  14

  
	
  SECTION 5.6

  	
  Subrogation

  	
  14

  
	
  SECTION 5.7

  	
  Independent Obligations

  	
  14

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE VI

  	
   

  
	
   

  	
  LIMITATION OF TRANSACTIONS; SUBORDINATION

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 6.1

  	
  Limitation of Transactions

  	
  15

  
	
  SECTION 6.2

  	
  Ranking

  	
  15

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE VII

  	
   

  
	
   

  	
  TERMINATION

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 7.1

  	
  Termination

  	
  16

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE VIII

  	
   

  
	
   

  	
  INDEMNIFICATION

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 8.1

  	
  Exculpation

  	
  16

  
	
  SECTION 8.2

  	
  Indemnification

  	
  16

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE IX

  	
   

  
	
   

  	
  MISCELLANEOUS

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 9.1

  	
  Successors and Assigns

  	
  17

  
	
  SECTION 9.2

  	
  Amendments

  	
  17

  
	
  SECTION 9.3

  	
  Notices

  	
  17

  
	
  SECTION 9.4

  	
  Benefit

  	
  18

  
	
  SECTION 9.5

  	
  Governing Law

  	
  18

  
	
  SECTION 9.6

  	
  Counterparts

  	
  18

  
				



 


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GUARANTEE
AGREEMENT


 


This GUARANTEE
AGREEMENT (the “Trust Securities Guarantee”), dated as of April 3, 2006,
is executed and delivered by Affiliated Managers Group, Inc., a Delaware
corporation (the “Guarantor”), and LaSalle Bank National Association, a national
banking association, as trustee (the “Trust Securities Guarantee Trustee”), for
the benefit of the Holders (as defined herein) from time to time of the Trust
Preferred Securities and Trust Common Securities (each as defined herein) of
AMG Capital Trust I, a Delaware statutory trust (the “Issuer”).


 


WHEREAS,
pursuant to an Amended and Restated Declaration of Trust (the “Declaration”),
dated as of April 3, 2006, among the trustees of the Issuer, the
Guarantor, as Sponsor, and the Holders from time to time of undivided
beneficial interests in the assets of the Issuer, the Issuer is issuing on the
date hereof (i) 5,820,000 Convertible Trust Preferred Securities, having
an aggregate liquidation amount of $291,000,000, such convertible trust
preferred securities being designated the 5.10% Convertible Trust Preferred
Securities (the “Trust Preferred Securities”), and (ii) 180,000 Trust
Common Securities having an aggregate liquidation amount of $9,000,000, such
trust common securities being designated 5.10% Trust Common Securities (the “Trust
Common Securities”) (the “Trust Preferred Securities” and the “Trust Common
Securities” are collectively referred to as the “Trust Securities”); and


 


WHEREAS, as
incentive for the Holders to purchase the Trust Securities, the Guarantor
desires irrevocably and unconditionally to agree, to the extent set forth in
this Trust Securities Guarantee, to pay to the Holders the Guarantee Payments
(as defined below) and to make certain other payments on the terms and
conditions set forth herein.


 


NOW,
THEREFORE, in consideration of the purchase by each Holder of Trust Securities,
which purchase the Guarantor hereby acknowledges shall benefit the Guarantor,
the Guarantor executes and delivers this Trust Securities Guarantee for the
benefit of the Holders.


 


ARTICLE I

DEFINITIONS AND INTERPRETATION


 


SECTION 1.1                          Definitions and
Interpretation.


 


In this Trust
Securities Guarantee, unless the context otherwise requires:


 


(a)                                  Capitalized
terms used in this Trust Securities Guarantee but not defined in the preamble
above have the respective meanings assigned to them in this Section 1.1;


 


(b)                                 Terms
defined in the Declaration as at the date of execution of this Trust Securities
Guarantee have the same meaning when used in this Trust Securities Guarantee
unless otherwise defined in this Trust Securities Guarantee;


 


(c)                                  A
term defined anywhere in this Trust Securities Guarantee has the same meaning
throughout;


 


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(d)                                 All
references to “the Trust Securities Guarantee” or “this Trust Securities
Guarantee” are to this Guarantee Agreement as modified, supplemented or amended
from time to time;


 


(e)                                  All
references in this Trust Securities Guarantee to Articles and Sections are to
Articles and Sections of this Trust Securities Guarantee, unless otherwise
specified;


 


(f)                                    A
term defined in the Trust Indenture Act has the same meaning when used in this
Trust Securities Guarantee, unless otherwise defined in this Trust Securities
Guarantee or unless the context otherwise requires; and


 


(g)                                 A
reference to the singular includes the plural and vice versa.


 


“Affiliate”
has the same meaning as given to that term in Rule 405 under the
Securities Act of 1933, as amended, or any successor rule thereunder,


 


“AMG Common
Stock” means shares of Affiliated Managers Group, Inc. common stock, par
value $0.01 per share.


 


“Business Day”
means any day other than a Saturday or a Sunday, or a day on which banking
institutions in New York, New York are authorized or required by law,
regulation or executive order to remain closed.


 


 “Corporate Trust Office” means the office of
the Trust Securities Guarantee Trustee at which the corporate trust business of
the Trust Securities Guarantee Trustee shall, at any particular time, be
principally administered, which office at the date of execution of this
Agreement is located at LaSalle Bank National Association, 135 South LaSalle
Street, Suite 1511, Chicago, Illinois 60603, Attention:  CDO Trust Services Group.


 


“Covered
Person” means any Holder of Trust Securities.


 


“Debentures”
means the series of subordinated debt securities of the Guarantor
designated the 5.10% Junior Subordinated Convertible Debentures due April 15,
2036 held by the Property Trustee (as defined in the Declaration) of the
Issuer.


 


“Event of
Default” means a default by the Guarantor on any of its payment or other
obligations under this Trust Securities Guarantee, provided, however, that
except with respect to a default in payment of any Guarantee Payment, the
Guarantor shall have received notice of default and shall not have cured such
default within 60 days after receipt of such notice.


 


“Extension
Period” means such period or periods as the Guarantor shall defer the payment
of interest (other than contingent interest) on the Debentures pursuant to the
terms thereof and pursuant to the Indenture.


 


“Guarantee Payments”
means the following payments or distributions, without duplication, with
respect to the Trust Securities, to the extent not paid or made by the Issuer
and to the extent that the Issuer has funds available at that time for such
payments or distributions: (i) any accumulated and unpaid Distributions
(as defined in the Declaration) that are required to be


 


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paid on the Trust Securities, (ii) the redemption price, including
the sum of the liquidation amount of $50.00 per Trust Security, plus all
accumulated and unpaid Distributions, to the date of redemption (the “Redemption
Price”), with respect to any Trust Securities called for redemption by the
Issuer and  (iii) upon a voluntary
or involuntary dissolution, winding-up or liquidation of the Issuer (other than
in connection with the distribution of the Debentures to the Holders or the
redemption or conversion of all Trust Securities), the lesser of (a) the
aggregate of the liquidation amount and all accumulated and unpaid
Distributions on the Trust Securities to the date of payment (the “Liquidation
Distribution”), and (b) the amount of assets of the Issuer remaining
available for distribution to Holders after satisfying the liabilities owed to
the Issuer’s creditors as required by applicable law.


 


“Holder” shall
mean any holder, as registered on the books and records of the Issuer, of any
Trust Securities; provided, however, that, in determining whether the holders
of the requisite percentage of Trust Securities have given any request, notice,
consent or waiver hereunder, “Holder” shall not include the Guarantor or any
Person actually known to a Responsible Officer of the Trust Securities
Guarantee Trustee to be an Affiliate of the Guarantor.


 


“Indemnified
Person” means the Trust Securities Guarantee Trustee (including in its
individual capacity), any Affiliate of the Trust Securities Guarantee Trustee,
or any officers, directors, stockholders, members, partners, employees,
representatives, nominees, custodians or agents of the Trust Securities
Guarantee Trustee.


 


“Indenture”
means the Indenture dated as of April 3, 2006, between the Guarantor (the “Debenture
Issuer”) and LaSalle Bank National Association as trustee (the “Indenture
Trustee”), pursuant to which the Debentures are to be issued to the Property
Trustee of the Issuer.


 


“Indenture
Event of Default” shall mean any event specified in Section 5.01 of the
Indenture.


 


“Majority in
Liquidation Amount of the Trust Preferred Securities” means, except as provided
by the Declaration or by the Trust Indenture Act, more than 50% of the
aggregate liquidation amount of all Trust Preferred Securities.


 


“Officers’
Certificate” means, with respect to the Guarantor, a certificate signed by any
of the chairman, a vice chairman, the chief executive officer, the chief
financial officer, the president, a vice president, the comptroller, the
treasurer or an assistant treasurer of the Guarantor. Any Officers’ Certificate
delivered with respect to compliance with a condition or covenant provided for
in this Trust Securities Guarantee shall include:


 


(a)                                  a
statement that each officer signing the Officers’ Certificate has read the
covenant or condition and the definitions relating thereto;


 


(b)                                 a
statement that each such officer has made such examination or investigation as,
in such officer’s opinion, is necessary to enable such officer to express an
informed opinion as to whether or not such covenant or condition has been
complied with; and


 


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(c)                                  a
statement as to whether, in the opinion of each such officer, such condition or
covenant has been complied with.


 


“Other
Debentures” means all junior subordinated debentures issued by the Guarantor
from time to time and sold to any trusts, established or to be established by
the Guarantor, (if any), in each case similar to the Issuer.


 


“Other
Guarantees” means all guarantees to be issued by the Guarantor with respect to
preferred securities (if any) and issued to other trusts, established or to be
established by the Guarantor (if any), in each case similar to the Issuer.


 


“Person” means
a legal person, including any individual, corporation, estate, partnership,
joint venture, association, joint stock company, limited liability company,
trust, unincorporated association, or government or any agency or political
subdivision thereof, or any other entity of whatever nature.


 


“Responsible
Officer” means, with respect to the Trust Securities Guarantee Trustee, any
officer within the Corporate Trust Office of the Trust Securities Guarantee
Trustee with direct responsibility for the administration of this Trust
Securities Guarantee and also means, with respect to a particular corporate
trust matter, any other officer to whom such matter is referred because of that
officer’s knowledge of and familiarity with the particular subject.


 


“Successor
Trust Securities Guarantee Trustee” means a successor Trust Securities
Guarantee Trustee possessing the qualifications to act as Trust Securities
Guarantee Trustee under Section 4.1.


 


“Trust
Indenture Act” means the Trust Indenture Act of 1939, as amended.


 


“Trust
Securities Guarantee Trustee” means LaSalle Bank National Association, a national
banking association, until a Successor Trust Securities Guarantee Trustee has
been appointed and has accepted such appointment pursuant to the terms of this
Trust Securities Guarantee and thereafter means each such Successor Trust
Securities Guarantee Trustee.


 


ARTICLE II

TRUST INDENTURE ACT


 


SECTION 2.1                          Trust Indenture Act;
Application.


 


(a)                                  This
Trust Securities Guarantee is subject to the provisions of the Trust Indenture
Act that are required to be part of this Trust Securities Guarantee and
shall, to the extent applicable, be governed by such provisions; and


 


(b)                                 if
and to the extent that any provision of this Trust Securities Guarantee limits,
qualifies or conflicts with the duties imposed by Sections 310 to 317,
inclusive, of the Trust Indenture Act, such imposed duties shall control.


 


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SECTION 2.2                          Lists of Holders of
Securities.


 


(a)                                  The
Guarantor shall provide the Trust Securities Guarantee Trustee (unless the
Trust Securities Guarantee Trustee is otherwise the registrar of the Trust
Securities) with a list, in such form as the Trust Securities Guarantee
Trustee may reasonably require, of the names and addresses of the Holders
(“List of Holders”) as of such date, (i) within fifteen days after December 31
and June 30 of each year, and (ii) at any other time within 30 days
of receipt by the Guarantor of a written request for a List of Holders as of a
date no more than 14 days before such List of Holders is given to the Trust
Securities Guarantee Trustee; PROVIDED, that the Guarantor shall not be
obligated to provide such List of Holders at any time the List of Holders does
not differ from the most recent List of Holders given to the Trust Securities
Guarantee Trustee by the Guarantor. The Trust Securities Guarantee Trustee may destroy
any List of Holders previously given to it on receipt of a new List of Holders.


 


(b)                                 The
Trust Securities Guarantee Trustee shall comply with its obligations under
Sections 311(a), 311(b) and Section 312(b) of the Trust
Indenture Act.


 


SECTION 2.3                          Reports by the Trust
Securities Guarantee Trustee.


 


Within 60 days
after January 1 of each year, commencing January 1, 2007, the Trust
Securities Guarantee Trustee shall provide to the Holders such reports as are
required by Section 313 of the Trust Indenture Act, if any, in the form and
in the manner provided by Section 313 of the Trust Indenture Act. The
Trust Securities Guarantee Trustee shall also comply with the other
requirements of Section 313 of the Trust Indenture Act.


 


SECTION 2.4                          Periodic Reports to the
Trust Securities Guarantee Trustee.


 


The Guarantor
shall provide to the Trust Securities Guarantee Trustee such documents, reports
and information as required by Section 314 (if any) and the compliance
certificate required by Section 314 of the Trust Indenture Act in the
form, in the manner and at the times required by Section 314 of the Trust
Indenture Act, provided that such compliance certificate shall be delivered on
or before 120 days after the end of each fiscal year of the Guarantor. Delivery
of such reports, information and documents to the Trust Securities Guarantee
Trustee is for informational purposes only and the Trust Securities Guarantee
Trustee’s receipt of such shall not constitute constructive notice of any
information contained therein or determinable from information contained
therein, including the Guarantor’s compliance with any of its covenants
hereunder (as to which the Trust Securities Guarantee Trustee is entitled to
rely exclusively on Officers’ Certificates).


 


SECTION 2.5                          Evidence of Compliance
with Conditions Precedent.


 


The Guarantor
shall provide to the Trust Securities Guarantee Trustee annually such evidence
of compliance with any conditions precedent and covenants, if any, provided for
in this Trust Securities Guarantee that relate to any of the matters set forth
in Section 314(c) of the Trust Indenture Act. Any certificate or
opinion required to be given by an officer pursuant to Section 314(c)(1) of
the Trust Indenture Act may be given in the form of an Officers’
Certificate.


 


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SECTION 2.6                          Events of Default; Waiver.


 


The Holders of
a Majority in Liquidation Amount of Trust Preferred Securities may, by vote or
written consent, on behalf of all Holders, waive any past Event of Default and
its consequences. Upon such waiver, any such Event of Default shall cease to
exist, and any Event of Default arising therefrom shall be deemed to have been
cured, for every purpose of this Trust Securities Guarantee, but no such waiver
shall extend to any subsequent or other default or Event of Default or impair
any right consequent thereon.


 


SECTION 2.7                          Event of Default; Notice.


 


(a)                                  The
Trust Securities Guarantee Trustee shall, within 90 days after the occurrence
of an Event of Default actually known to a Responsible Officer of the Trust
Securities Guarantee Trustee, mail by first-class postage prepaid, to all
Holders, notices of all defaults actually known to a Responsible Officer,
unless such defaults have been cured before the giving of such notice, provided
that, except in the case of default in the payment of any Guarantee Payment,
the Trust Securities Guarantee Trustee shall be protected in withholding such
notice if and so long as the board of directors, the executive committee, or a
trust committee of directors and/or a Responsible Officer of the Trust
Securities Guarantee Trustee in good faith determines that the withholding of
such notice is in the interests of the Holders.


 


(b)                                 The
Trust Securities Guarantee Trustee shall not be deemed to have knowledge of any
Event of Default unless the Trust Securities Guarantee Trustee shall have
received written notice from the Guarantor, or a Responsible officer charged
with the administration of this Trust Securities Guarantee shall have obtained
actual knowledge, of such Event of Default.


 


SECTION 2.8                          Conflicting Interests.


 


The
Declaration shall be deemed to be specifically described in this Trust
Securities Guarantee for the purposes of clause (i) of the first proviso
contained in Section 310(b) of the Trust Indenture Act.


 


ARTICLE III

POWERS, DUTIES AND RIGHTS OF TRUST

SECURITIES GUARANTEE TRUSTEE


 


SECTION 3.1                          Powers and Duties of the
Trust Securities Guarantee Trustee


 


(a)                                  This
Trust Securities Guarantee shall be held by the Trust Securities Guarantee
Trustee for the benefit of the Holders, and the Trust Securities Guarantee
Trustee shall not transfer this Trust Securities Guarantee to any Person except
a Holder exercising his or her rights pursuant to Section 5.4(b) or
to a Successor Trust Securities Guarantee Trustee on acceptance by such
Successor Trust Securities Guarantee Trustee of its appointment to act as
Successor Trust Securities Guarantee Trustee. The right, title and interest of
the Trust Securities Guarantee Trustee shall automatically vest in any
Successor Trust Securities Guarantee Trustee, and such vesting and succession
of title shall be effective whether or not conveyancing documents have been
executed and delivered pursuant to the appointment of such Successor Trust
Securities Guarantee Trustee.


 


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(b)                                 If
an Event of Default actually known to a Responsible Officer has occurred and is
continuing, the Trust Securities Guarantee Trustee shall enforce this Trust
Securities Guarantee for the benefit of the Holders.


 


(c)                                  The
Trust Securities Guarantee Trustee, before the occurrence of any Event of
Default and after the curing of all Events of Default that may have
occurred, shall undertake to perform only such duties as are specifically
set forth in this Trust Securities Guarantee, and no implied covenants or
obligations shall be read into this Trust Securities Guarantee against the
Trust Securities Guarantee Trustee. In case an Event of Default has occurred
(that has not been cured or waived pursuant to Section 2.6) and is actually
known to a Responsible Officer, the Trust Securities Guarantee Trustee shall
exercise such of the rights and powers vested in it by this Trust Securities
Guarantee, and use the same degree of care and skill in its exercise thereof,
as a prudent person would exercise or use under the circumstances in the
conduct of his or her own affairs.


 


(d)                                 No
provision of this Trust Securities Guarantee shall be construed to relieve the
Trust Securities Guarantee Trustee from liability for its own negligent action,
its own negligent failure to act, or its own willful misconduct, except that:


 


(i)                                     prior to the
occurrence of any Event of Default and after the curing or waiving of all such
Events of Default that may have occurred:


 


(A)                              the duties and
obligations of the Trust Securities Guarantee Trustee shall be determined
solely by the express provisions of this Trust Securities Guarantee, and the
Trust Securities Guarantee Trustee shall not be liable except for the
performance of such duties and obligations as are specifically set forth in
this Trust Securities Guarantee, and no implied covenants or obligations shall
be read into this Trust Securities Guarantee against the Trust Securities
Guarantee Trustee; and


 


(B)                                in the absence of bad
faith on the part of the Trust Securities Guarantee Trustee, the Trust
Securities Guarantee Trustee may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon any certificates
or opinions furnished to the Trust Securities Guarantee Trustee and conforming
to the requirements of this Trust Securities Guarantee; but in the case of any
such certificates or opinions that by any provision hereof are specifically
required to be furnished to the Trust Securities Guarantee Trustee, the Trust
Securities Guarantee Trustee shall be under a duty to examine the same to
determine whether or not on their face they conform to the requirements of
this Trust Securities Guarantee (but need not confirm or investigate the
accuracy of mathematical calculations or other facts stated therein).


 


(ii)                                  the Trust Securities
Guarantee Trustee shall not be liable for any error of judgment made in good
faith by a Responsible Officer, unless it shall be proved that the Trust
Securities Guarantee Trustee was negligent in ascertaining the pertinent facts
upon which such judgment was made;


 


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(iii)                               the Trust Securities
Guarantee Trustee shall not be liable with respect to any action taken or
omitted to be taken by it in good faith in accordance with the direction of the
Holders of a Majority in Liquidation Amount of the Trust Preferred Securities
at such time outstanding relating to the time, method and place of conducting
any proceeding for any remedy available to the Trust Securities Guarantee
Trustee, or exercising any trust or power conferred upon the Trust Securities
Guarantee Trustee under this Trust Securities Guarantee; and


 


(iv)                              no provision of this
Trust Securities Guarantee shall require the Trust Securities Guarantee Trustee
to expend or risk its own funds or otherwise incur personal financial liability
in the performance of any of its duties or in the exercise of any of its rights
or powers, if the Trust Securities Guarantee Trustee shall have reasonable grounds
for believing that the repayment of such funds or liability is not reasonably
assured to it under the terms of this Trust Securities Guarantee or indemnity,
reasonably satisfactory to the Trust Securities Guarantee Trustee, against such
risk or liability is not reasonably assured to it.


 


SECTION 3.2                          Certain Rights of Trust
Securities Guarantee Trustee.


 


(a)                                  Subject
to the provisions of Section 3.1:


 


(i)                                     The Trust
Securities Guarantee Trustee may conclusively rely, and shall be fully
protected in acting or refraining from acting, upon any resolution,
certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, debenture, note, other evidence of
indebtedness or other paper or document believed by it to be genuine and to
have been signed, sent or presented by the proper party or parties.


 


(ii)                                  Any direction or act
of the Guarantor contemplated by this Trust Securities Guarantee may be
sufficiently evidenced by an Officers’ Certificate.


 


(iii)                               Whenever, in the administration
of this Trust Securities Guarantee, the Trust Securities Guarantee Trustee
shall deem it desirable that a matter be proved or established before taking,
suffering or omitting any action hereunder, the Trust Securities Guarantee
Trustee (unless other evidence is herein specifically prescribed) may, in the
absence of bad faith on its part, request and conclusively rely upon an
Officers’ Certificate which, upon receipt of such request, shall be promptly
delivered by the Guarantor.


 


(iv)                              The Trust Securities
Guarantee Trustee shall have no duty to see to any recording, filing or
registration of any instrument or other document (or any rerecording, refiling
or reregistration thereof).


 


(v)                                 The Trust Securities
Guarantee Trustee may consult with counsel of its selection, and the
advice or opinion of such counsel with respect to legal matters shall be full
and complete authorization and protection in respect of any action taken,
suffered or omitted by it hereunder in good faith and in accordance with such advice
or opinion. Such counsel may be counsel to the Guarantor or any of its
Affiliates and may include any of its employees. The Trust Securities
Guarantee Trustee shall have the right at any


 


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time to seek instructions concerning the administration of this Trust
Securities Guarantee from any court of competent jurisdiction.


 


(vi)                              The Trust Securities
Guarantee Trustee shall be under no obligation to exercise any of the rights or
powers vested in it by this Trust Securities Guarantee at the request or
direction of any Holder, unless such Holder shall have provided to the Trust
Securities Guarantee Trustee such security and indemnity, reasonably
satisfactory to the Trust Securities Guarantee Trustee, against the costs,
expenses (including attorneys’ fees and expenses and the expenses of the Trust
Securities Guarantee Trustee’s agents, nominees or custodians) and liabilities
that might be incurred by it in complying with such request or direction,
including such reasonable advances as may be requested by the Trust
Securities Guarantee Trustee; PROVIDED that, nothing contained in this Section 3.2(a)(vi) shall
be taken to relieve the Trust Securities Guarantee Trustee, upon the occurrence
of an Event of Default, of its obligation to exercise the rights and powers
vested in it by this Trust Securities Guarantee.


 


(vii)                           The Trust Securities
Guarantee Trustee shall not be bound to make any investigation into the facts
or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, other evidence of indebtedness or other paper or document, but the Trust
Securities Guarantee Trustee, in its discretion, may make such further
inquiry or investigation into such facts or matters as it may see fit.


 


(viii)                        The Trust Securities Guarantee
Trustee may execute any of the trusts or powers hereunder or perform any
duties hereunder either directly or by or through agents, nominees, custodians
or attorneys, and the Trust Securities Guarantee Trustee shall not be
responsible for any misconduct or negligence on the part of any such
Person appointed with due care by it hereunder.


 


(ix)                                Any action taken by the
Trust Securities Guarantee Trustee or its agents hereunder shall bind the
Holders, and the signature of the Trust Securities Guarantee Trustee or its
agents alone shall be sufficient and effective to perform any such action.
No third party shall be required to inquire as to the authority of the Trust
Securities Guarantee Trustee to so act or as to its compliance with any of the
terms and provisions of this Trust Securities Guarantee, both of which shall be
conclusively evidenced by the Trust Securities Guarantee Trustee’s or its agent’s
taking such action.


 


(x)                                   Whenever in the
administration of this Trust Securities Guarantee the Trust Securities
Guarantee Trustee shall deem it desirable to receive instructions with respect
to enforcing any remedy or right or taking any other action hereunder, the
Trust Securities Guarantee Trustee (i) may request instructions from
the Holders of a Majority in Liquidation Amount of the Trust Preferred
Securities, (ii) may refrain from enforcing such remedy or right or
taking such other action until such instructions are received and (iii) shall
be protected in conclusively relying on or acting in accordance with such
instructions.


 


9

















 


(xi)                                The Trust Securities
Guarantee Trustee shall not be liable for any action taken, suffered, or
omitted to be taken by it in good faith, without negligence, and reasonably
believed by it to be authorized or within the discretion or rights or powers
conferred upon it by this Trust Securities Guarantee.


 


(xii)                             the Trust Securities Guarantee
Trustee may request that the Guarantor deliver an Officers’ Certificate
setting forth the names of individuals and/or titles of officers authorized at
such time to take specified actions pursuant to this Trust Securities
Guarantee, which Officers’ Certificate may be signed by any person
authorized to sign an Officers’ Certificate, including any person specified as
so authorized in any such certificate previously delivered and not superceded.


 


(b)                                 No
provision of this Trust Securities Guarantee shall be deemed to impose any duty
or obligation on the Trust Securities Guarantee Trustee to perform any act
or acts or exercise any right, power, duty or obligation conferred or imposed
on it in any jurisdiction in which it shall be illegal, or in which the Trust
Securities Guarantee Trustee shall be unqualified or incompetent in accordance
with applicable law, to perform any such act or acts or to exercise any
such right, power, duty or obligation. No permissive power or authority
available to the Trust Securities Guarantee Trustee shall be construed to be a
duty.


 


SECTION 3.3                          Not Responsible for
Recitals or Issuance of Trust Securities Guarantee.


 


The recitals
contained in this Trust Securities Guarantee shall be taken as the statements
of the Guarantor, and the Trust Securities Guarantee Trustee does not assume
any responsibility for their correctness. The Trust Securities Guarantee
Trustee makes no representation as to the validity or sufficiency of this Trust
Securities Guarantee.


 


ARTICLE IV

TRUST SECURITIES GUARANTEE TRUSTEE


 


SECTION 4.1                          Trust Securities Guarantee
Trustee; Eligibility.


 


(a)                                  There
shall at all times be a Trust Securities Guarantee Trustee which shall:


 


(i)                                     not be an
Affiliate of the Guarantor; and


 


(ii)                                  be a Person organized
and doing business under the laws of the United States of America or any State
or Territory thereof or of the District of Columbia, or a Person permitted by
the Securities and Exchange Commission to act as an institutional trustee under
the Trust Indenture Act, authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus of at least 50 million U.S.
dollars ($50,000,000), and subject to supervision or examination by Federal,
State, Territorial or District of Columbia authority. If such Person publishes
reports of condition at least annually, pursuant to law or to the requirements
of the supervising or examining authority referred to above, then, for the
purposes of this Section 4.1(a)(ii), the combined capital and surplus of
such corporation shall be deemed to be its combined capital and surplus as set
forth in its most recent report of condition so published.


 


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(b)                                 If
at any time the Trust Securities Guarantee Trustee shall cease to be eligible
to so act under Section 4.1(a), the Trust Securities Guarantee Trustee
shall immediately resign in the manner and with the effect set out in Section 4.2(c).


 


(c)                                  If
the Trust Securities Guarantee Trustee has or shall acquire any “conflicting
interest” within the meaning of Section 310(b) of the Trust Indenture
Act, the Trust Securities Guarantee Trustee and Guarantor shall in all respects
comply with the provisions of Section 310(b) of the Trust Indenture
Act.


 


SECTION 4.2                          Appointment, Removal and Resignation
of Trust Securities Guarantee Trustee.


 


(a)                                  Subject
to Section 4.2(b), the Trust Securities Guarantee Trustee may be
appointed or removed without cause at any time by the Guarantor except during
an Event of Default.


 


(b)                                 The
Trust Securities Guarantee Trustee shall not be removed in accordance with Section 4.2(a) until
a Successor Trust Securities Guarantee Trustee has been appointed and has
accepted such appointment by written instrument executed by such Successor
Trust Securities Guarantee Trustee and delivered to the Guarantor.


 


(c)                                  The
Trust Securities Guarantee Trustee shall hold office until a Successor Trust
Securities Guarantee Trustee shall have been appointed or until its removal or
resignation. The Trust Securities Guarantee Trustee may resign from office
(without need for prior or subsequent accounting) by an instrument in writing
executed by the Trust Securities Guarantee Trustee and delivered to the
Guarantor, which resignation shall not take effect until a Successor Trust
Securities Guarantee Trustee has been appointed and has accepted such
appointment by instrument in writing executed by such Successor Trust
Securities Guarantee Trustee and delivered to the Guarantor and the resigning
Trust Securities Guarantee Trustee.


 


(d)                                 If
no Successor Trust Securities Guarantee Trustee shall have been appointed and
accepted appointment as provided in this Section 4.2 within 60 days after
delivery to the Guarantor of an instrument of removal or resignation, the Trust
Securities Guarantee Trustee resigning or being removed may, at the expense of
the Guarantor, petition any court of competent jurisdiction for appointment of
a Successor Trust Securities Guarantee Trustee. Such court may thereupon,
after prescribing such notice, if any, as it may deem proper, appoint a
Successor Trust Securities Guarantee Trustee.


 


(e)                                  No
Trust Securities Guarantee Trustee shall be liable for the acts or omissions to
act of any Successor Trust Securities Guarantee Trustee.


 


(f)                                    Upon
termination of this Trust Securities Guarantee or removal or resignation of the
Trust Securities Guarantee Trustee pursuant to this Section 4.2, the
Guarantor shall pay to the Trust Securities Guarantee Trustee all amounts due
to the Trust Securities Guarantee Trustee accrued to the date of such
termination, removal or resignation.


 


SECTION 4.3                          Compensation and
Reimbursement.


 


(a)                                  The
Guarantor agrees:


 


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(i)                                     to pay the Trust
Securities Guarantee Trustee from time to time such reasonable compensation as
the Guarantor and the Trust Securities Guarantee Trustee shall from time to
time agree in writing for all services rendered by it hereunder (which
compensation will not be limited by any provision of law in regard to the
compensation of a trustee of an express trust); and


 


(ii)                                  except as otherwise
expressly provided herein, to reimburse the Trust Securities Guarantee Trustee
upon its request for all reasonable expenses, disbursements and advances
incurred or made by the Trust Securities Guarantee Trustee in accordance with
any provision of this Guarantee (including the reasonable compensation and the
expenses and disbursements of its agents and counsel), except any such expense,
disbursement or advance that is attributable to its negligence, bad faith or
willful misconduct.


 


(b)                                 The
provisions of this Section shall survive the termination of this Trust
Securities Guarantee and the removal or resignation of the Trust Securities
Guarantee Trustee.


 


ARTICLE V

GUARANTEE


 


SECTION 5.1                          Guarantee.


 


The Guarantor
irrevocably and unconditionally agrees to pay in full to the Holders the
Guarantee Payments (without duplication of amounts theretofore paid by the
Issuer), as and when due, regardless of any defense, right of set-off or
counterclaim that the Issuer may have or assert. The Guarantor’s
obligation to make a Guarantee Payment may be satisfied by direct payment
of the required amounts by the Guarantor to the Holders or by causing the
Issuer to pay such amounts to the Holders. Notwithstanding the foregoing, in
the case of an Indenture Event of Default by the Debenture Issuer (as defined
in the Declaration), then the Guarantor will not pay any Distribution,
Redemption Price or Liquidation Distribution to the holders of the Trust Common
Securities until making payment (or causing the Issuer to make payment) in full
and in cash of all accumulated and unpaid Distributions to holders of the
outstanding Trust Preferred Securities for all distribution periods terminating
on or prior thereto, and in the case of payment of the Redemption Price or a
Liquidation Distribution, the full amount of the Redemption Price or
Liquidation Distribution to holders of the outstanding Trust Preferred
Securities then called for redemption or liquidation.


 


SECTION 5.2                          Waiver of Notice and
Demand.


 


The Guarantor
hereby waives notice of acceptance of this Trust Securities Guarantee and of
any liability to which it applies or may apply, presentment, demand for
payment, any right to require a proceeding first against the Issuer or any other
Person before proceeding against the Guarantor, protest, notice of nonpayment,
notice of dishonor, notice of redemption and all other notices and demands.


 


12

















 


SECTION 5.3                          Obligations Not Affected.


 


The obligations,
covenants, agreements and duties of the Guarantor under this Trust Securities
Guarantee shall in no way be affected or impaired by reason of the happening
from time to time of any of the following:


 


(a)                                  the
release or waiver, by operation of law or otherwise, of the performance or
observance by the Issuer of any express or implied agreement, covenant, term or
condition relating to the Trust Securities to be performed or observed by the
Issuer;


 


(b)                                 the
extension of time for the payment by the Issuer of all or any portion of the
Distributions, Redemption Price, Liquidation Distribution or any other sums
payable under the terms of the Trust Securities or the extension of time for
the performance of any other obligation under, arising out of, or in connection
with, the Trust Securities (other than an extension of time for payment of
Distributions, Redemption Price, Liquidation Distribution or other sum payable
that results from the extension of any interest payment period on the
Debentures permitted by the Indenture);


 


(c)                                  any
failure, omission, delay or lack of diligence on the part of the Holders
to enforce, assert or exercise any right, privilege, power or remedy conferred
on the Holders pursuant to the terms of the Trust Securities, or any action on
the part of the Issuer granting indulgence or extension of any kind;


 


(d)                                 the
voluntary or involuntary liquidation, dissolution, sale of any collateral,
receivership, insolvency, bankruptcy, assignment for the benefit of creditors,
reorganization, arrangement, composition or readjustment of debt of, or other
similar proceedings affecting, the Issuer or any of the assets of the Issuer;


 


(e)                                  any
invalidity of, or defect or deficiency in, the Trust Securities;


 


(f)                                    the
settlement or compromise of any obligation guaranteed hereby or hereby
incurred;


 


(g)                                 any
other circumstance whatsoever that might otherwise constitute a legal or
equitable discharge or defense of a guarantor, it being the intent of this Section 5.3
that the obligations of the Guarantor with respect to the Guarantee Payments
shall be absolute and unconditional under any and all circumstances.


 


There shall be
no obligation of the Holders to give notice to, or obtain consent of, the
Guarantor with respect to the happening of any of the foregoing.


 


No setoff,
counterclaim, reduction or diminution of any obligation, or any defense of any
kind or nature that the Guarantor has or may have against any Holder
(except the defense of payment to such Holder) shall be available hereunder to
the Guarantor against such Holder to reduce the payments to it under this Trust
Securities Guarantee.


 


13

















 


SECTION 5.4                          Rights of Holders.


 


(a)                                  The
Holders of a Majority in Liquidation Amount of the Trust Preferred Securities
have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trust Securities Guarantee Trustee
in respect of this Trust Securities Guarantee or exercising any trust or power
conferred upon the Trust Securities Guarantee Trustee under this Trust
Securities Guarantee, except that the Trust Securities Guarantee Trustee may refuse
to follow any direction it believes is unjustly prejudicial to other holders
not taking part in the direction, is unlawful, or would subject the Trust
Securities Guarantee Trustee to personal liability.


 


(b)                                 Any
Holder may institute a legal proceeding directly against the Guarantor to
enforce the Trust Securities Guarantee Trustee’s rights under this Trust
Securities Guarantee, without first instituting a legal proceeding against the
Issuer, the Trust Securities Guarantee Trustee or any other person or entity.
The Guarantor waives any right or remedy to require that any action be brought
first against the Issuer or any other person or entity before proceeding
directly against the Guarantor.


 


SECTION 5.5                          Guarantee of Payment.


 


This Trust
Securities Guarantee creates a guarantee of payment and not of collection. If
an event of default exists with respect to the Debentures that is attributable
to the Guarantor’s failure to pay principal of or an interest payment on the
Debentures on a payment date, then any Holder may institute a direct
action against the Guarantor pursuant to the terms of the Indenture for
enforcement of payment to that Holder of the principal of or interest on such
Debentures having a principal amount equal to the aggregate liquidation amount
of the Trust Securities of the Holder.


 


SECTION 5.6                          Subrogation.


 


The Guarantor
shall be subrogated to all (if any) rights of the Holders against the Issuer in
respect of any amounts paid to such Holders by the Guarantor under this Trust
Securities Guarantee; PROVIDED, HOWEVER, that the Guarantor shall not (except
to the extent required by mandatory provisions of law) be entitled to enforce
or exercise any right that it may acquire by way of subrogation or any
indemnity, reimbursement or other agreement, in all cases as a result of
payment under this Trust Securities Guarantee, if, at the time of any such
payment, any amounts are due and unpaid under this Trust Securities Guarantee.
If any amount shall be paid to the Guarantor in violation of the preceding
sentence, the Guarantor agrees to hold such amount in trust for the Holders and
to pay over such amount to the Holders.


 


SECTION 5.7                          Independent Obligations.


 


The Guarantor
acknowledges that its obligations hereunder are independent of the obligations
of the Issuer with respect to the Trust Securities, and that the Guarantor
shall be liable as principal and as debtor hereunder to make Guarantee Payments
pursuant to the terms of this Trust Securities Guarantee notwithstanding the
occurrence of any event referred to in subsections (a) through (g),
inclusive, of Section 5.3 hereof.


 


14

















 


ARTICLE VI

LIMITATION OF TRANSACTIONS; SUBORDINATION


 


SECTION 6.1                          Limitation of Transactions.


 


So long as any
Trust Securities remain outstanding, the Guarantor shall not, and shall not
permit any of its Subsidiaries to, (i) declare or pay any dividends or distributions
on, or redeem, purchase, acquire, or make a liquidation payment with respect
to, any of the Guarantor’s capital stock, (ii) make any payment of
principal, interest or premium, if any, on or repay, repurchase or redeem any
debt securities of the Guarantor (including any Other Debentures) that rank pari passu with or junior in right of payment to the
Debentures or (iii) make any guarantee payments with respect to any
guarantee by the Guarantor of the debt securities of any subsidiary of the
Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the
Debentures, if at such time (i) there shall have occurred any event that
would be an Indenture Event of Default and the Guarantor has not taken reasonable
steps to cure such event, (ii) if such Debentures are held by the Property
Trustee, the Guarantor shall be in default with respect to its payment of any
obligations under this Trust Securities Guarantee or (iii) the Guarantor
shall have given notice of its election of the exercise of its right to extend
the interest payment period pursuant to Section 16.01 of the Indenture and
any such extension shall be continuing. The restrictions set forth in the
preceding sentence shall not, however, apply to the following: (a) dividends
or distributions in shares of, or options, warrants, rights to subscribe for or
purchase shares of, common stock of the Guarantor, (b) any declaration of
a dividend in connection with the implementation of a shareholders’ rights plan,
or the issuance of stock under any such plan in the future, or the redemption
or repurchase of any such rights pursuant thereto, (c) payments under the
Trust Securities Guarantee, (d) a reclassification of the Guarantor’s
capital stock or the exchange or conversion of one class or series of
the Guarantor’s capital stock for another series of the Guarantor’s
capital stock, (e) the purchase of fractional interests in shares of the
Guarantor’s capital stock pursuant to the conversion or exchange provisions of
such capital stock or the security being converted or exchanged and (f) purchases
of the Guarantor’s common stock pursuant to any of the Guarantor’s employee,
director or agent benefit plans, dividend reinvestment plans, stock purchase
plans or other contractual obligation of the Guarantor other than a contractual
obligation ranking equally with or junior to the Debentures.


 


SECTION 6.2                          Ranking.


 


(a)                                  This
Trust Securities Guarantee will constitute an unsecured obligation of the
Guarantor and will rank (i) subordinate and junior in right of payment to
Senior Indebtedness (as defined in the Indenture), to the same extent and in
the same manner that the Debentures are subordinated to Senior Indebtedness
pursuant to the Indenture, (ii) pari passu with
the Debentures, the Other Debentures and any Other Guarantee, and (iii) senior
to the Guarantor’s capital stock.


 


(b)                                 If
(a) an Event of Default or (b) an event of default under the
Indenture has occurred and is continuing, the rights of Holders of Trust Common
Securities to receive Guarantee Payments under this Trust Securities Guarantee
are subordinated to the right of holders of Trust Preferred Securities to
receive Guarantee Payments hereunder.


 


15

















 


ARTICLE VII

TERMINATION


 


SECTION 7.1                          Termination.


 


This Trust
Securities Guarantee shall terminate and be of no further force and effect
upon: (i) full payment of the Redemption Price (including all accrued and
unpaid interest and other amounts) of all outstanding Trust Preferred
Securities, (ii) the full payment of the liquidation amount (including all
accrued and unpaid interest and other amounts) payable upon liquidation of the
Issuer in accordance with the Declaration, (iii) the distribution of the
Debentures to the Holders or (iv) the distribution of AMG Common Stock
upon conversion of all outstanding Trust Preferred Securities. Notwithstanding
the foregoing, this Trust Securities Guarantee will continue to be effective or
will be reinstated, as the case may be, if at any time any Holder must
restore payment of any sums paid under the Trust Securities or under this Trust
Securities Guarantee.


 


ARTICLE VIII

INDEMNIFICATION


 


SECTION 8.1                          Exculpation.


 


(a)                                  No
Indemnified Person shall be liable, responsible or accountable in damages or
otherwise to the Guarantor or any Covered Person for any loss, damage or claim
incurred by reason of any act or omission performed or omitted by such
Indemnified Person in good faith in accordance with this Trust Securities
Guarantee and in a manner that such Indemnified Person reasonably believed to
be within the scope of the authority conferred on such Indemnified Person by
this Trust Securities Guarantee or by law, except that an Indemnified Person
shall be liable for any such loss, damage or claim incurred by reason of such
Indemnified Person’s negligence or willful misconduct with respect to such acts
or omissions.


 


(b)                                 An
Indemnified Person shall be fully protected in relying in good faith upon the
records of the Guarantor and upon such information, opinions, reports or
statements presented to the Guarantor by any Person as to matters the
Indemnified Person reasonably believes are within such other Person’s
professional or expert competence and who has been selected with reasonable care
by or on behalf of the Guarantor, including information, opinions, reports or
statements as to the value and amount of the assets, liabilities, profits,
losses, or any other facts pertinent to the existence and amount of assets from
which Distributions to Holders might properly be paid.


 


SECTION 8.2                          Indemnification.


 


The Guarantor
agrees to indemnify and defend each Indemnified Person for, and to hold each
Indemnified Person harmless against, any and all loss, liability, damage, claim
or expense incurred, including taxes (other than taxes based upon the income of
the Trust Guarantee Trustee), without negligence or bad faith on its part,
arising out of or in connection with the acceptance or administration of the
trust or trusts hereunder, including advancement of the costs and expenses
(including reasonable legal fees and expenses) of defending itself against, or
investigating, any claim or liability in connection with the exercise or
performance of any of its


 


16

















 


powers or duties hereunder. The obligation to indemnify and provide
advancement as set forth in this Section 8.2 shall survive the termination
of this Trust Securities Guarantee and the resignation or removal of the Trust
Securities Guarantee Trustee.


 


ARTICLE IX

MISCELLANEOUS


 


SECTION 9.1                          Successors and Assigns.


 


All guarantees
and agreements contained in this Trust Securities Guarantee shall bind the
successors, assigns, receivers, trustees and representatives of the Guarantor
and shall inure to the benefit of the Holders then outstanding.


 


SECTION 9.2                          Amendments.


 


Except with
respect to any changes that do not materially adversely affect the rights of
Holders (in which case no consent of Holders will be required), this Trust
Securities Guarantee may only be amended with the prior approval of the
Holders of a Majority in Liquidation Amount of the Trust Preferred Securities.
The provisions of the Declaration with respect to consents to amendments
thereof (whether at a meeting or otherwise) shall apply to the giving of such
approval.


 


SECTION 9.3                          Notices.


 


All notices
provided for in this Trust Securities Guarantee shall be in writing, duly
signed by the party giving such notice, and shall be delivered, faxed or mailed
by first class mail, as follows:


 


(a)                                  If
given to the Issuer, in care of the Administrative Trustee named below, at the
Issuer’s mailing address set forth below (or such other address as the Issuer may give
notice of to the Holders and the Trust Securities Guarantee Trustee):


 


AMG Capital Trust
I

c/o Affiliated Managers Group, Inc.

600 Hale Street

Prides Crossing, Massachusetts 01965

Attention:  Chief Financial Officer

Fax:  617-747-3380


 


(b)                                 If
given to the Trust Securities Guarantee Trustee, at the Trust Securities
Guarantee Trustee’s mailing address set forth below (or such other address as
the Trust Securities Guarantee Trustee may give notice of to the Holders
and the Issuer):


 


LaSalle Bank
National Association

135 South LaSalle Street, Suite 1511

Chicago, Illinois 60603

Attention: CDO Trust Services Group – AMG Capital Trust I

Fax: 312-904-0524


 


17

















 


(c)                                  If
given to the Guarantor, at the Guarantor’s mailing address set forth below (or
such other address as the Guarantor may give notice of to the Holders and
the Trust Securities Guarantee Trustee):


 


Affiliated
Managers Group, Inc.

600 Hale Street

Prides Crossing, Massachusetts 01965

Attention:  Chief Financial Officer

Fax:  617-747-3380


 


(d)                                 If
given to any Holder, at the address set forth on the books and records of the
Issuer.


 


All such
notices shall be deemed to have been given when received in person, faxed with
receipt confirmed, or mailed by first-class mail, postage prepaid except
that if a notice or other document is refused delivery or cannot be delivered
because of a changed address of which no notice was given, such notice or other
document shall be deemed to have been delivered on the date of such refusal or
inability to deliver.


 


SECTION 9.4                          Benefit.


 


This Trust
Securities Guarantee is solely for the benefit of the Holders and, subject to Section 3.1(a),
is not separately transferable from the Trust Securities.


 


SECTION 9.5                          Governing Law.


 


THIS TRUST
SECURITIES GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


SECTION 9.6                          Counterparts.


 


This Trust
Securities Guarantee may contain more than one counterpart of the
signature page and all of such counterpart signature pages shall
be read as though one, and they shall have the same force and effect as though
all of the signers had signed a single signature page.


 


[SIGNATURE PAGE FOLLOWS]


 


18

















 


THIS GUARANTEE
AGREEMENT is executed as of the day and year first above written.


 


	
   

  	
  AFFILIATED MANAGERS GROUP, INC.,

  
	
   

  	
  as Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ John Kingston, III

  	
   

  
	
   

  	
   

  	
  Name: John Kingston, III

  
	
   

  	
   

  	
  Title: Senior Vice President, General

  
	
   

  	
   

  	
   Counsel and Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  LASALLE BANK NATIONAL 

  
	
   

  	
  ASSOCIATION,

  
	
   

  	
  as Trust Securities Guarantee Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Michael Oliver

  	
   

  
	
   

  	
   

  	
  Name: Michael Oliver

  
	
   

  	
   

  	
  Title: Assistant Vice President