Exhibit 10.4


 





 


EXECUTION
COPY


 


	
  Date:

  	
  September 24, 2008

  
	
   

  	
   

  
	
  To:

  	
  Affiliated Managers
  Group, Inc.

  
	
   

  	
  600 Hale Street

  
	
   

  	
  Prides Crossing, MA
  01965

  
	
   

  	
   

  
	
  From:

  	
  Bank of America, N.A.

  
	
   

  	
  One Bryant Park

  
	
   

  	
  New York, NY 10036

  
	
   

  	
   

  
	
  Re:

  	
  Amendment to the
  Confirmation, dated as of August 15, 2008 and with reference number
  NY-36049 (the “Confirmation”),
  between Bank of America, N.A. (“BofA”)
  and Affiliated Managers Group, Inc. (“Counterparty”)
  in relation to a registered forward transaction

  



 


Ladies and Gentlemen:


 


The purpose of this
letter agreement is to amend certain of the terms and conditions of the
Confirmation as provided below. 
Capitalized terms used but not otherwise defined herein shall have the
meanings given to such terms in the Confirmation.


 


1.             Clause (iii) of the definition of “Hedge Completion
Date” in Section 2 of the Confirmation is hereby amended by replacing “September 30,
2008” with “December 19, 2008”.


 


2.             The definition of “Spread” in Section 2 of the
Confirmation is hereby deleted in its entirety and replaced with the
following:  “1.35%, subject to adjustment
from time to time by BofA in its commercially reasonable discretion; provided that no such adjustment may
reduce the Spread below 1.00%.”


 


3.             Section 7(f)(i) of the Confirmation is hereby
amended by replacing the words “75 basis points per annum” in the fourth line
thereof with “100 basis points per annum per any Share”.


 


4.             Each party hereby repeats on the date hereof the
representations made by it in the Confirmation (with references therein to the “Trade
Date” deemed references to the date of this letter agreement).  Each party further represents to the other
party that:  (a) it is duly
organized and validly existing under the laws of the jurisdiction of its
organization or incorporation and, if relevant under such laws, in good
standing; (b) it has the power to execute and deliver this letter
agreement and to perform its obligations under this letter agreement and has
taken all necessary action to authorize such execution, delivery and performance;
(c) such execution, delivery and performance do not violate or conflict
with any law applicable to it, any provision of its constitutional documents,
any order or judgment of any court or other agency of government applicable to
it or any of its assets or any contractual restriction binding on or affecting
it or any of its assets; (d) all governmental and other consents that are
required to have been obtained by it with respect to this letter agreement have
been obtained and are in full force and effect and all conditions of any such
consents have been complied with; (e) its obligations under this letter
agreement constitute its legal, valid and binding obligations, enforceable in
accordance with its respective terms (subject to applicable bankruptcy, reorganization,
insolvency, moratorium or similar laws affecting creditors’ rights generally
and subject, as to enforceability, to equitable principles of general
application (regardless of whether enforcement is sought in a proceeding in
equity or at law)); and (f) no Event of Default or Potential Event of
Default or, to its knowledge, Termination Event (each as defined in the
Agreement referred to in the Confirmation) with respect to it has occurred and
is continuing and no such event or circumstance would occur as a result of its
entering into or performing its obligations under this letter agreement.


 


5.             The Confirmation and this letter agreement constitute
the entire agreement and understanding of the parties with respect to its
subject matter and supersedes all oral communication and prior writings with
respect thereto.  No


 

















 


amendment, modification
or waiver in respect of this letter agreement will be effective unless in
writing (including a writing evidenced by a facsimile transmission) and
executed by each of the parties.  This
letter agreement may be executed in counterparts (including by facsimile
transmission), each of which shall be deemed to be an original, but all of
which together shall constitute one and the same instrument.


 


6.             The Confirmation, as modified herein, shall continue in
full force and effect.  All references to
the Confirmation in the Confirmation or any document related thereto shall for
all purposes constitute references to the Confirmation as amended hereby.


 


7.             This letter agreement shall be governed by the laws of
the State of New York without reference to the conflict of laws provisions
thereof.  The parties hereto irrevocable
submit to the exclusive jurisdiction of the courts of the State of New York and
the United States Court for the Southern District of New York in connection
with all matters relating hereto and waive any objection to the laying of venue
in, and any claim of inconvenient forum with respect to, these courts.


 


[Signature page follows.]


 


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Please confirm your
agreement to be bound by the terms stated herein by executing the copy of this
letter agreement enclosed for that purpose and returning it to John Servidio at
Bank of America, N.A. (email john.servidio@bofasecurities.com).


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  BANK OF AMERICA, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Michael Voris

  
	
   

  	
  Name:

  	
  Michael Voris

  
	
   

  	
  Tile:

  	
  Principal

  



 


 


	
  Confirmed as of the
  date first above written:

  	
   

  
	
   

  	
   

  
	
  AFFILIATED MANAGERS
  GROUP, INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Peter W. MacEwen

  	
   

  
	
  Name:

  	
  Peter W. MacEwen

  	
   

  
	
  Title:

  	
  Senior Vice President

  	
   

  



 


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