Exhibit
10.3


 


	
   

  	
  Deutsche Bank 

  
	
   

  	
   

  
	
   

  	
  Deutsche Bank AG, London Branch

  
	
   

  	
  Winchester house

  
	
   

  	
  1 Great Winchester St,

  
	
   

  	
  London EC2N 2DB

  
	
   

  	
  Telephone: 44 20 7545 8000

  
	
   

  	
   

  
	
   

  	
  c/o Deutsche Bank Securities Inc.

  
	
   

  	
  60
  Wall Street

  
	
   

  	
  New
  York, NY 10005

  
	
   

  	
  Telephone:
  (212) 250-2500

  



 


	
  DATE:

  	
  July 31,
  2009

  
	
   

  	
   

  
	
  TO:

  	
  Affiliated
  Managers Group, Inc.

  
	
   

  	
  600
  Hale Street

  
	
   

  	
  Prides
  Crossing, MA 01965

  
	
  ATTENTION:

  	
  Darrell Crate

  
	
  FACSIMILE:

  	
  (617) 747-3380

  
	
   

  	
   

  
	
  FROM:

  	
  Deutsche Bank AG, London Branch

  
	
  TELEPHONE:

  	
  44
  20 7545 0556

  
	
  FACSIMILE:

  	
  44
  11 3336 2009

  
	
   

  	
   

  
	
  SUBJECT:

  	
  Registered
  Forward Transaction

  
	
   

  	
   

  
	
  REFERENCE NUMBER(S):

  	
  342363

  



 


The purpose of this
letter agreement (this “Confirmation”) is to confirm the terms and conditions
of the transaction entered into between Deutsche
Bank AG, London Branch (“Deutsche”)
and Affiliated Managers Group, Inc. (“Counterparty”) on
the Trade Date specified below (the “Transaction”). 
This Confirmation constitutes a “Confirmation” as referred to in the
ISDA Master Agreement specified below. 
This Confirmation constitutes the entire agreement and understanding of
the parties with respect to the subject matter and terms of the Transaction and
supersedes all prior or contemporaneous written and oral communications with
respect thereto.


 


DEUTSCHE
BANK AG, LONDON BRANCH IS NOT REGISTERED AS A BROKER OR DEALER UNDER THE U.S.
SECURITIES EXCHANGE ACT OF 1934. 
DEUTSCHE BANK SECURITIES INC. (“DBSI”) HAS ACTED SOLELY AS AGENT IN
CONNECTION WITH THE TRANSACTION AND HAS NO OBLIGATION, BY WAY OF ISSUANCE,
ENDORSEMENT, GUARANTEE OR OTHERWISE WITH RESPECT TO THE PERFORMANCE OF EITHER
PARTY UNDER THE TRANSACTION.  AS SUCH,
ALL DELIVERY OF FUNDS, ASSETS, NOTICES, DEMANDS AND COMMUNICATIONS OF ANY KIND
RELATING TO THIS TRANSACTION BETWEEN DEUTSCHE BANK AG, LONDON BRANCH, AND
COUNTERPARTY SHALL BE TRANSMITTED EXCLUSIVELY THROUGH DEUTSCHE BANK SECURITIES
INC.  DEUTSCHE BANK AG, LONDON BRANCH IS
NOT A MEMBER OF THE SECURITIES INVESTOR PROTECTION CORPORATION (SIPC).


 


	
  Chairman of the
  Supervisory Board: Clemens Börsig 

  Board of Managing Directors:
  Hermann-Josef Lamberti, Josef Ackermann, Dr. Hugo Banziger, Anthony Dilorio

  	
  Deutsche Bank AG is
  regulated by the FSA for the conduct of designated investment business in the
  UK, is a member of the London Stock Exchange and is a limited liability company
  incorporated in the Federal Republic of Germany HRB No. 30 000 District Court
  of Frankfurt am Main; Branch Registration No. in England and Wales BR000005,
  Registered address: Winchester House, 1 Great Winchester Street, London EC2N
  2DB.

  



 

















 


The
definitions and provisions contained in the 2002 ISDA Equity Derivatives
Definitions (the “Equity Definitions”),
as published by the International Swaps and Derivatives Association, Inc.,
are incorporated into this Confirmation. 
In the event of any inconsistency between the Equity Definitions and
this Confirmation, this Confirmation shall govern.


 


Each party is hereby advised, and each such party acknowledges, that
the other party has engaged in, or refrained from engaging in, substantial
financial transactions and has taken other material actions in reliance upon
the parties’ entry into the Transaction to which this Confirmation relates on
the terms and conditions set forth below.


 


This
Confirmation and the pricing supplement delivered hereunder evidence a complete
and binding agreement between Deutsche and Counterparty as to the terms of the
Transaction to which this Confirmation relates. 
This Confirmation, together with all other Confirmations of Equity
Contracts (as defined in “Netting and Set-off” below), shall supplement, form a
part of, and be subject to an agreement in the form of the ISDA 2002 Master
Agreement (the “Agreement”) as if
Deutsche and Counterparty had executed an agreement in such form (without any
Schedule except for the election of United States dollars (“USD”) as the Termination Currency and such other elections
set forth in this Confirmation).  In the
event of any inconsistency between the provisions of the Agreement and this
Confirmation, this Confirmation will prevail for the purpose of the Transaction
to which this Confirmation relates.  The
parties hereby agree that, other than the Transaction to which this
Confirmation relates and any other Equity Contract, no other Transaction shall
be governed by the Agreement.


 


	
  The
  terms of the particular Transaction to which this Confirmation relates are as
  follows:

  
	
   

  
	
  General Terms:

  	
   

  
	
   

  	
   

  
	
  Trade
  Date:

  	
  July 31,
  2009

  
	
   

  	
   

  
	
  Effective
  Date:

  	
  The
  first day occurring on or after the Trade Date on which Shares are sold
  pursuant to the Distribution Agency Agreement dated as of July 31, 2009
  between Counterparty and DBSI (the “Distribution Agreement”)

  
	
   

  	
   

  
	
  Seller:

  	
  Counterparty

  
	
   

  	
   

  
	
  Buyer:

  	
  Deutsche

  
	
   

  	
   

  
	
  Shares:

  	
  The
  common stock of Counterparty, par value USD 0.01 per share (Ticker
  Symbol:  “AMG”)

  
	
   

  	
   

  
	
  Number
  of Shares:

  	
  The
  aggregate number of Shares sold pursuant to the Distribution Agreement during
  the period from and including the Trade Date through and including the Hedge
  Completion Date; provided, however, that on each Settlement Date, the Number of
  Shares shall be reduced by the number of Settlement Shares to be settled on
  such date.

  
	
   

  	
   

  
	
  Hedge
  Completion Date:

  	
  The
  earliest of (i) the date specified in writing as the Hedge Completion
  Date by the Counterparty, (ii) any Settlement Date and (iii) September 30,
  2009.  Promptly after the Hedge
  Completion Date, Deutsche will furnish Counterparty with a pricing supplement
  (the “Pricing Supplement”) substantially in
  the form of Annex A hereto specifying the Number of Shares as of the Hedge
  Completion Date (the “Initial Number of Shares”),
  the Initial Forward Price and the Final Date, all determined in accordance
  with the terms hereof.

  
	
   

  	
   

  
	
  Initial
  Forward Price:

  	
  98.25%
  of the volume weighted average price at which the Shares are sold pursuant to
  the Distribution Agreement during the period from and including the Trade
  Date through and including the Hedge Completion Date.

  



 


2

















 


	
  Forward
  Price:

  	
  (a)                     On the Hedge
  Completion Date, the Initial Forward Price; and

  
	
   

  	
   

  
	
   

  	
  (b)                    on each
  calendar day thereafter, (i) the Forward Price as of the immediately
  preceding calendar day multiplied by
  (ii) the sum of 1 and the Daily Rate for such day.

  
	
   

  	
   

  
	
  Daily
  Rate:

  	
  For
  any day, (i) (a) USD-Federal Funds Rate for such day minus (b) the Spread divided by (ii) 365.

  
	
   

  	
   

  
	
  USD-Federal
  Funds Rate:

  	
  For
  any day, the rate set forth for such day opposite the caption “Federal
  funds”, as such rate is displayed on the page “FedsOpen
  <Index><GO>“ on the BLOOMBERG Professional Service, or any
  successor page; provided that if no rate
  appears for a particular day on such page, the rate for the immediately
  preceding day for which a rate does so appear shall be used for such day.

  
	
   

  	
   

  
	
  Spread:

  	
  1.20%,
  subject to adjustment from time to time by Deutsche in its commercially
  reasonable discretion; provided
  that no such adjustment may reduce the Spread below 1.20% or increase the
  Spread above 1.50%.

  
	
   

  	
   

  
	
  Prepayment:

  	
  Not
  Applicable

  
	
   

  	
   

  
	
  Variable
  Obligation:

  	
  Not
  Applicable

  
	
   

  	
   

  
	
  Exchange:

  	
  The
  New York Stock Exchange

  
	
   

  	
   

  
	
  Related
  Exchange(s):

  	
  All
  Exchanges

  
	
   

  	
   

  
	
  Clearance
  System:

  	
  The
  Depository Trust Company

  
	
   

  	
   

  
	
  Market
  Disruption Event:

  	
  Section 6.3(a) of
  the Equity Definitions is hereby amended by deleting the words “during the
  one hour period that ends at the relevant Valuation Time, Latest Exercise
  Time, Knock-in Valuation Time or Knock-out Valuation Time, as the case may
  be,” in clause (ii) thereof.

  
	
   

  	
   

  
	
  Early
  Closure:

  	
  Section 6.3(d) of
  the Equity Definitions is hereby amended by deleting the remainder of the
  provision following the term “Scheduled Closing Time” in the fourth line
  thereof.

  
	
   

  	
   

  
	
  Settlement:

  	
   

  
	
   

  	
   

  
	
  Settlement Currency:

  	
  USD
  (all amounts shall be converted to the Settlement Currency in good faith and
  in a commercially reasonable manner by the Calculation Agent)

  
	
   

  	
   

  
	
  Settlement
  Date:

  	
  Any
  Scheduled Trading Day following the first day occurring on or after the Trade
  Date on which Shares are sold pursuant to the Distribution Agreement and up
  to and including the Final Date that is either:

   

  (a)                  designated by
  Counterparty as a “Settlement Date”
  by a written notice (a “Settlement Notice”)
  delivered to Deutsche no less than (i) one Scheduled Trading Day prior
  to such Settlement Date and five Scheduled Trading Days prior to the Final
  Date, if Physical Settlement applies, and (ii) five Scheduled Trading
  Days prior to such Settlement Date, which may be the Final Date, if Cash
  Settlement or Net Stock Settlement applies; provided that
  if Cash Settlement or Net Stock

  



 


3

















 


	
   

  	
  Settlement applies, any Settlement Date, including a Settlement Date
  on the scheduled Final Date, shall be deferred until the date on which
  Deutsche is able to completely unwind its hedge with respect to the portion
  of the Number of Shares to be settled if Deutsche is unable to completely
  unwind its hedge with respect to the portion of the Number of Shares to be
  settled during the Unwind Period due to the restrictions of Rule 10b-18
  (“Rule 10b-18”) under the
  Securities Exchange Act of 1934, as amended (the “Exchange
  Act”) agreed to hereunder, the existence of any Suspension Day or
  Disrupted Day or the lack of sufficient liquidity in the Shares during the
  Unwind Period (as determined by the Calculation Agent); provided
  further that if Deutsche shall fully unwind its hedge with respect
  to the portion of the Number of Shares to be settled during an Unwind Period
  by a date that is more than three Scheduled Trading Days prior to a
  Settlement Date specified above, Deutsche may, by written notice to
  Counterparty, specify any Scheduled Trading Day prior to such original
  Settlement Date as the Settlement Date; or

   

  (b)                 designated by
  Deutsche as a Settlement Date pursuant to the “Acceleration Events”
  provisions below;

   

  provided that the
  Final Date will be a Settlement Date if on such date the Number of Shares for
  which a Settlement Date has not already been designated is greater than zero;
  provided further that if any
  Settlement Date specified above is not an Exchange Business Day, the
  Settlement Date shall instead be the next Exchange Business Day; and provided further that, following the
  occurrence of at least three consecutive Suspension Days during an Unwind
  Period and while such Suspension Days are continuing, Deutsche may designate
  any subsequent Exchange Business Day as the Settlement Date with respect to
  the portion of the Settlement Shares, if any, for which Deutsche has
  determined an Unwind Purchase Price during such Unwind Period, it being
  understood that the Unwind Period with respect to the remainder of such
  Settlement Shares shall recommence on the next succeeding Exchange Business
  Day that is not a Suspension Day.

  
	
   

  	
   

  
	
  Final
  Date:

  	
  The
  first anniversary of the Hedge Completion Date (or if such day is not a
  Scheduled Trading Day, the next following Scheduled Trading Day)

  
	
   

  	
   

  
	
  Early
  Settlement Fee: 

  	
  If
  a Settlement Date occurs on or prior to the Early Settlement Fee Date (an “Early Unwind Date”), Counterparty shall
  pay to Deutsche the Early Settlement Fee for such Early Unwind Date; provided that no Early Settlement Fee shall be payable if (i) the
  USD-Federal Funds Rate is less than the Spread on such Early Unwind Date or (ii) such
  Early Unwind Date occurs as a result of the designation by Deutsche of a
  Settlement Date resulting from an event or events outside Counterparty’s
  control.  “Early Settlement Fee” means, for any Early Unwind Date, an
  amount of cash equal to (a) the number of Settlement Shares for such
  Settlement Date multiplied by (b) the
  Initial Forward Price multiplied by
  (c) 0.50% multiplied by (d) the
  number of calendar days in the period from but excluding such Early Unwind
  Date to and including the Early Settlement Fee Date divided by (e) 365; “Early Settlement Fee Date” means the date
  that is two months after the Hedge Completion Date. 

  
	
   

  	
   

  
	
  Settlement
  Shares:

  	
  (a)                     With respect
  to any Settlement Date other than the Final Date, the number of Shares
  designated as such by Counterparty in the relevant Settlement Notice or
  designated pursuant to the “Acceleration Events”

  



 


4

















 


	
   

  	
  provisions below, as applicable; provided that
  the Settlement Shares so designated shall (i) not exceed the Number of
  Shares at that time and (ii) be at least equal to the lesser of 100,000
  and the Number of Shares at that time; and

  
	
   

  	
   

  
	
   

  	
  (b)                    with respect
  to the Settlement Date on the Final Date, a number of Shares equal to the
  Number of Shares at that time; 

  
	
   

  	
   

  
	
   

  	
  in
  each case with the Number of Shares determined taking into account pending
  Settlement Shares. 

  
	
   

  	
   

  
	
   

  	
   

  
	
  Settlement Method Election:

  	
  Physical
  Settlement, Cash Settlement, or Net Stock Settlement, at the election of
  Counterparty, in its sole discretion, as set forth in a Settlement Notice; provided that if Counterparty elects Cash Settlement or
  Net Stock Settlement, it shall be deemed to have repeated the representations
  contained under “Securities Laws Representations and Agreements” below; provided  further that
  if no election is made by Counterparty, Physical Settlement shall apply.  The parties hereto acknowledge that
  Counterparty cannot be obligated to settle this Transaction by cash payment
  unless Counterparty elects Cash Settlement; provided,
  however, that the foregoing shall not
  apply to the payment of an Early Settlement Fee if the Early Unwind Date
  occurs as the result of the designation by Counterparty of a Settlement
  Date.

  
	
   

  	
   

  
	
  Physical
  Settlement: 

  	
  If
  Physical Settlement is applicable, then Counterparty shall deliver to
  Deutsche through the Clearance System a number of Shares equal to the
  Settlement Shares for such Settlement Date, and Deutsche shall pay to
  Counterparty, by wire transfer of immediately available funds to an account
  designated by Counterparty, an amount equal to the Physical Settlement Amount
  for such Settlement Date. 

  
	
   

  	
   

  
	
  Physical
  Settlement Amount:

  	
  For
  any Settlement Date for which Physical Settlement is applicable, an amount
  equal to the product of (a) the Forward Price in effect on the relevant
  Settlement Date multiplied by (b) the
  Settlement Shares for such Settlement Date.

  
	
   

  	
   

  
	
  Cash
  Settlement: 

  	
  On
  any Settlement Date in respect of which Cash Settlement applies, if the Cash
  Settlement Amount is a positive number, Deutsche will pay the Cash Settlement
  Amount to Counterparty.  If the Cash
  Settlement Amount is a negative number, Counterparty will pay the absolute
  value of the Cash Settlement Amount to Deutsche.  Such amounts shall be paid on such
  Settlement Date. 

  
	
   

  	
   

  
	
  Cash
  Settlement Amount: 

  	
  An
  amount determined by the Calculation Agent equal to: (i)(A) the Forward
  Price as of the first day of the applicable Unwind Period minus (B) the weighted average price (the “Unwind Purchase Price”) at which Deutsche purchases Shares
  during the Unwind Period to unwind its hedge with respect to the portion of
  the Number of Shares to be settled during the Unwind Period (including, for
  the avoidance of doubt, purchases on any Suspension Day or Disrupted Day in
  part), taking into account Shares anticipated to be delivered or received if
  Net Stock Settlement applies, and the restrictions of Rule 10b-18 under
  the Exchange Act agreed to hereunder, plus
  USD 0.02, multiplied by (ii) the
  Settlement Shares. 

  
	
   

  	
   

  
	
  Net
  Stock Settlement:

  	
  On
  any Settlement Date in respect of which Net Stock Settlement applies, if the
  Cash Settlement Amount is a (i) positive number, Deutsche shall deliver
  a number of Shares to Counterparty equal to the Net Stock Settlement Shares,

  



 


5

















 


	
   

  	
  or
  (ii) negative number, Counterparty shall deliver a number of Shares to
  Deutsche equal to the Net Stock Settlement Shares; provided
  that if Deutsche determines in its good faith judgment that it would be
  required to deliver Net Stock Settlement Shares to Counterparty, Deutsche may
  elect to deliver a portion of such Net Stock Settlement Shares on one or more
  dates prior to the applicable Settlement Date.

  
	
   

  	
   

  
	
  Net
  Stock Settlement Shares:

  	
  With
  respect to a Settlement Date, the absolute value of the Cash Settlement
  Amount divided by the Unwind
  Purchase Price, with the number of Shares rounded up in the event such
  calculation results in a fractional number.

  
	
   

  	
   

  
	
  Unwind
  Period:

  	
  The
  period from and including the first Exchange Business Day following the date
  Counterparty elects Cash Settlement or Net Stock Settlement in respect of a
  Settlement Date through the third Scheduled Trading Day preceding such
  Settlement Date (as such date may be changed by Deutsche as described in the
  first proviso in clause (a) of the definition of Settlement Date above
  and provided that Deutsche may
  truncate any Unwind Period pending (and reduce the Settlement Shares for such
  Unwind Period to the portion thereof, if any, for which Deutsche has
  determined an Unwind Purchase Price) at the time Deutsche designates a
  Settlement Date pursuant to the “Acceleration Events” provisions below,
  effective upon such designation).

  
	
   

  	
   

  
	
  Failure
  to Deliver:

  	
  Applicable

  
	
   

  	
   

  
	
  Suspension
  Day:

  	
  Any
  day on which Deutsche determines based on the advice of outside counsel of
  national standing that Cash Settlement or Net Stock Settlement may violate
  applicable securities laws or cause Deutsche to not be in compliance with applicable
  legal, regulatory or self-regulatory requirements, or with related policies
  and procedures applicable to Deutsche. 
  Deutsche shall promptly notify Counterparty if it receives such advice
  from its counsel.

  
	
   

  	
   

  
	
  Share
  Cap:

  	
  Except
  as provided under “Private Placement and Registration Procedures” below, in
  no event will Counterparty be required to deliver to Deutsche on any
  Settlement Date, whether pursuant to Physical Settlement, Net Stock
  Settlement, any Private Placement Settlement or any Registration Settlement,
  a number of Shares in excess of (i) the Initial Number of Shares minus (ii) the aggregate number of
  Shares delivered by Counterparty to Deutsche hereunder prior to such
  Settlement Date.

  
	
   

  	
   

  
	
  Adjustments:

  	
   

  
	
   

  	
   

  
	
  Method
  of Adjustment:

  	
  Calculation
  Agent Adjustment

  
	
   

  	
   

  
	
  Extraordinary Events:

  	
   

  
	
   

  	
   

  
	
  New
  Shares: 

  	
  In
  the definition of New Shares in Section 12.1(i) of the Equity
  Definitions, the text in (i) shall be deleted in its entirety and
  replaced with “publicly quoted, traded or listed on any of the New York Stock
  Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or
  their respective successors)”. 

  
	
  Consequences
  of Merger Events: 

  	
   

  
	
   

  	
   

  
	
  (a)  Share-for-Share:

  	
  Cancellation
  and Payment

  



 


6

















 


	
  (b)  Share-for-Other:

  	
  Cancellation
  and Payment 

  
	
   

  	
   

  
	
  (c)  Share-for-Combined:

  	
  Cancellation
  and Payment 

  
	
   

  	
   

  
	
  Tender
  Offer: 

  	
  Applicable
  

  
	
   

  	
   

  
	
  Consequences
  of Tender Offers:

  	
   

  
	
   

  	
   

  
	
  (a)  Share-for-Share:

  	
  Cancellation
  and Payment

  
	
   

  	
   

  
	
  (b)  Share-for-Other:

  	
  Cancellation
  and Payment

  
	
   

  	
   

  
	
  (c)  Share-for-Combined:

  	
  Cancellation
  and Payment

  
	
   

  	
   

  
	
  Composition
  of Combined Consideration:

  	
  Not
  Applicable

  
	
   

  	
   

  
	
  Nationalization,
  Insolvency or Delisting:

  	
  Cancellation
  and Payment

  
	
   

  	
   

  
	
   

  	
  In
  addition to the provisions of Section 12.6(a)(iii) of the Equity
  Definitions, it will also constitute a Delisting if the Exchange is located
  in the United States and the Shares are not immediately re-listed, re-traded
  or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select
  Market or The NASDAQ Global Market (or their respective successors); if the
  Shares are immediately re-listed, re-traded or re-quoted on any such exchange
  or quotation system, such exchange or quotation system shall be deemed to be
  the Exchange.

  
	
   

  	
   

  
	
  Determining
  Party:

  	
  For
  all applicable Extraordinary Events, Deutsche; provided,
  however, that all calculations,
  adjustments, specifications, choices and determinations by the Determining
  Party shall be made in good faith and in a commercially reasonable
  manner.  The parties agree that they
  will work reasonably to resolve any disputes.

  
	
   

  	
   

  
	
  Additional Disruption Events:

  	
   

  
	
   

  	
   

  
	
  Change
  in Law:

  	
  Applicable;
  provided that Section 12.9(a)(ii) of
  the Equity Definitions is hereby amended by (i) replacing the phrase
  “the interpretation” in the third line thereof with the phrase “or public
  announcement of the formal or informal interpretation” and (ii) immediately
  following the word “Transaction” in clause (X) thereof, adding the
  phrase “in the manner contemplated by the Hedging Party on the Trade Date”.

  
	
   

  	
   

  
	
  Insolvency
  Filing:

  	
  Notwithstanding
  anything to the contrary herein, in the Agreement or in the Equity
  Definitions, upon any Insolvency Filing or other proceeding under the U.S.
  Bankruptcy Code in respect of the Issuer, the Transaction shall automatically
  terminate on the date thereof without further liability of either party to
  this Confirmation to the other party (except for any liability in respect of
  any breach of representation or covenant by a party under this Confirmation prior
  to the date of such Insolvency Filing or other proceeding), it being
  understood that this Transaction is a contract for the issuance of Shares by
  the Issuer.

  
	
   

  	
   

  
	
  Determining
  Party:

  	
  For
  all applicable Additional Disruption Events, Deutsche; provided,
  however, that all calculations,
  adjustments, specifications, choices and determinations by the Determining
  Party shall be made in good faith and in a

  



 


7

















 


	
   

  	
  commercially
  reasonable manner.  The parties agree
  that they will work reasonably to resolve any disputes.

  
	
   

  	
   

  
	
  Acknowledgments:

  	
   

  
	
   

  	
   

  
	
  Non-Reliance:

  	
  Applicable

  
	
   

  	
   

  
	
  Agreements
  and Acknowledgments Regarding Hedging Activities:

  	
  Applicable

  
	
   

  	
   

  
	
  Additional
  Acknowledgments:

  	
  Applicable

  
	
   

  	
   

  
	
  Transfer:

  	
  Notwithstanding
  anything to the contrary herein or in the Agreement, Deutsche may assign,
  transfer and set over all rights, title and interest, powers, privileges and
  remedies of Deutsche under this Transaction, in whole or in part, to an
  affiliate of Deutsche, or any entity sponsored or organized by, or on behalf
  of or for the benefit of, Deutsche without the consent of Counterparty.  No such assignment, transfer or set over
  shall affect Deutsche’s obligations hereunder.  In the event of any transfer or assignment
  of any rights, title and interest, powers, privileges and remedies of
  Deutsche under this Transaction, the transferee or assignee shall assume and
  enter into all of the transferor’s covenants and representations under
  Sections 3(e), 3(f), 4(a)(i) and 4(a)(iii) of the Agreement or
  enter into new covenants and representations that are agreed by the other
  party under the Agreement, and the identity of the transferee or assignee
  shall be entered on the books and records maintained by each party or its
  respective agents.

  
	
   

  	
   

  
	
  Calculation Agent: 

  	
  Deutsche.  All calculations and determinations by the
  Calculation Agent shall be made in good faith and in a commercially
  reasonable manner.  The parties agree
  that they will work reasonably to resolve any disputes. 

  
	
   

  	
   

  
	
  Account Details: 

  	
   

  
	
   

  	
   

  
	
  (a)   Account
  for delivery of Shares to Deutsche:

  	
  To
  be furnished

  
	
   

  	
   

  
	
  (b)   Account
  for payments to Counterparty:

  	
  To be furnished

  
	
   

  	
   

  
	
  (c)   Account for payments to Deutsche:

  	
  Bank of New York

  ABA 021-000-018

  Deutsche Bank Securities, Inc.

  A/C 8900327634

  FFC:  To be
  provided by Deutsche

  



 


	
  Offices:

  
	
   

  
	
  The
  Office of Counterparty for the Transaction is:

  	
  Inapplicable,
  Counterparty is not a Multibranch Party.

  
	
   

  	
   

  
	
  The
  Office of Deutsche for the Transaction is:

  	
  Deutsche
  Bank AG, London Branch

  
	
   

  	
  1
  Great Winchester Street

  
	
   

  	
  Winchester
  House

  
	
   

  	
  London
  EC2N 2DB

  



 


Notices:  For
purposes of this Confirmation:


 


8

















 


	
  (a)

  	
  Address
  for notices or communications to Counterparty:

  



 




	
  Affiliated Managers
  Group, Inc.

  
	
  600
  Hale Street

  
	
  Prides
  Crossing, MA 01965

  
	
  Telephone:

  	
  (617)
  747-3300

  
	
  Facsimile:

  	
  (617)
  747-3380

  
	
  Attention:

  	
  Darrell
  Crate

  






 


	
  (b)

  	
  Address
  for notices or communications to Deutsche:

  



 




	
  Deutsche
  Bank AG, London Branch

  
	
  c/o
  Deutsche Bank Securities Inc.

  
	
  60
  Wall Street

  
	
  New
  York, NY  10005

  
	
  Attention:

  	
  Paul
  Stowell

  
	
   

  	
  Peter
  Barna

  
	
   

  	
   

  
	
  Telephone:

  	
  (212)
  250-6270

  
	
   

  	
  (212)
  250-1689

  
	
   

  	
   

  
	
  Email:

  	
  paul.stowell@db.com

  
	
   

  	
  peter.barna@db.com

  
	
   

  	
   

  
	
  with
  a copy to:

  
	
   

  	
   

  
	
  Deutsche
  Bank AG, London Branch

  
	
  c/o
  Deutsche Bank Securities Inc.

  
	
  60
  Wall Street

  
	
  New
  York, NY 10005

  
	
  Attention:

  	
  Lars
  Kestner

  
	
   

  	
   

  
	
  Telephone:

  	
  (212)
  250-6043

  
	
  Email:

  	
  lars.kestner@db.com

  






 


Effectiveness;
Distribution Agreement; Interpretive Letter.


 


Conditions to Effectiveness.  This Transaction shall be effective if and
only if Shares are sold on or after the Trade Date pursuant to the Distribution
Agreement.  If the Distribution Agreement
is terminated prior to any such sale of Shares thereunder, the parties shall
have no further obligations in connection with this Transaction, other than in
respect of breaches of representations or covenants on or prior to such date.


 


Distribution Agreement Representations, Warranties and
Covenants.  On the
Trade Date and on each date on which Deutsche or its affiliates delivers a
prospectus in connection with a sale to hedge this Transaction, Counterparty
repeats and reaffirms as of such date all of the representations and warranties
contained in the Distribution Agreement. 
Counterparty hereby agrees to comply with its covenants contained in the
Distribution Agreement as if such covenants were made in favor of Deutsche.


 


Interpretive Letter.  Counterparty agrees and acknowledges that
this Transaction is being entered into in accordance with the October 9,
2003 interpretive letter from the staff of the Securities and Exchange
Commission to Goldman, Sachs & Co. (the “Interpretive Letter”) and agrees to take all actions, and to
omit to take any actions, reasonably requested by Deutsche for this Transaction
to comply with the Interpretive Letter.  Without
limiting the foregoing, Counterparty agrees that neither it nor any “affiliated
purchaser” (as defined in Regulation M (“Regulation
M”) promulgated under the Exchange Act) will, directly or
indirectly, bid for, purchase or attempt to induce any person to bid for or
purchase, the Shares or securities that are convertible into, or exchangeable
or exercisable for, Shares during any


 


9

















 


“restricted
period” as such term is defined in Regulation M.  In addition, Counterparty represents that it
is eligible to conduct a primary offering of Shares on Form S-3, the
offering contemplated by the Distribution Agreement complies with Rule 415
under the Securities Act of 1933, as amended (the “Securities Act”), and the Shares are “actively traded” as
defined in Rule 101(c)(1) of Regulation M.


 


Agreements and Acknowledgments Regarding Shares:


 


(i)                                     Counterparty agrees and
acknowledges that, in respect of any Shares delivered to Deutsche hereunder,
such Shares shall be newly issued (unless mutually agreed otherwise by the
parties) and upon such delivery, duly and validly authorized, issued and
outstanding, fully paid and nonassessable, free of any lien, charge, claim or
other encumbrance and not subject to any preemptive or similar rights and
shall, upon such issuance, be accepted for listing or quotation on the
Exchange.


 


(ii)                                  Counterparty agrees and
acknowledges that Deutsche will hedge its exposure to this Transaction by
selling Shares borrowed from third party securities lenders or other Shares
pursuant to a registration statement, and that, pursuant to the terms of the
Interpretive Letter, the Shares (up to the Initial Number of Shares) delivered,
pledged or loaned by Counterparty to Deutsche in connection with this Transaction
may be used by Deutsche to return to securities lenders without further
registration under the Securities Act. 
Accordingly, Counterparty agrees that the Shares that it delivers,
pledges or loans to Deutsche on or prior to the final Settlement Date will not
bear a restrictive legend and that such Shares will be deposited in, and the
delivery thereof shall be effected through the facilities of, the Clearance
System.


 


(iii)                               Counterparty has reserved
and will keep available at all times, free from preemptive or similar rights
and free from any lien, charge, claim or other encumbrance, authorized but
unissued Shares at least equal to the Number of Shares, solely for the purpose
of settlement under this Transaction.


 


(iv)                              Unless the provisions set
forth below under “Private Placement and Registration Procedures” are
applicable, Deutsche agrees to use any Shares delivered by Counterparty
hereunder on any Settlement Date to return to securities lenders to close out
open securities loans with respect to the Shares.


 


(v)                                 In connection with bids and
purchases of Shares in connection with any Cash Settlement or Net Stock
Settlement of this Transaction, Deutsche shall use its good faith efforts to
comply, or cause compliance, with the provisions of Rule 10b-18 under the
Exchange Act, taking into account any purchases under other Equity Contracts,
as if such provisions were applicable to such purchases.


 


Securities Laws Representations and Agreements:


 


(i)                                     Counterparty represents to
Deutsche on the Trade Date and on any date that Counterparty notifies Deutsche
that Cash Settlement, Net Stock Settlement or Alternative Settlement under
“EITF 00-19; Alternative Settlement” below applies to this Transaction, that (a) each
of its filings under the Securities Act, the Exchange Act or other applicable
securities laws that are required to be filed have been filed and that, as of
the respective dates thereof and as of the date of this representation, there
is no misstatement of material fact contained therein or omission of a material
fact required to be stated therein or necessary to make the statements made
therein, in the light of the circumstances under which they were made, not
misleading; and (b) it has not and will not directly or indirectly violate
any applicable law (including, without limitation, the Securities Act and the
Exchange Act) in connection with this Transaction.  In addition to any other requirement set
forth herein, Counterparty agrees not to designate any Settlement Date or elect
Alternative Settlement under “EITF 00-19; Alternative Settlement” below if
settlement in respect of such date would result in a violation of any
applicable federal or state law or regulation, including the U.S. federal
securities laws.


 


(ii)                                  It is the intent of Deutsche
and Counterparty that following any election of Cash Settlement or Net Stock
Settlement by Counterparty, the purchase of Shares by Deutsche during any
Unwind Period comply with the requirements of Rule 10b5-l(c)(l)(i)(B) of
the Exchange Act and that this Confirmation shall be interpreted to comply with
the requirements of Rule 10b5-l(c).


 


10














 


Counterparty
acknowledges that (a) during any Unwind Period Counterparty shall not
have, and shall not attempt to exercise, any influence over how, when or
whether to effect purchases of Shares by Deutsche (or its agent or affiliate)
in connection with this Confirmation and (b) Counterparty is entering into
the Agreement and this Confirmation in good faith and not as part of a plan or
scheme to evade compliance with federal securities laws including, without
limitation, Rule 10b-5 promulgated under the Exchange Act.


 


Counterparty
hereby agrees with Deutsche that during any Unwind Period Counterparty shall
not communicate, directly or indirectly, any Material Non-Public Information
(as defined herein) to any Equity Derivatives Group Personnel (as defined below).  For purposes of this Transaction, “Material Non-Public Information” means information relating
to Counterparty or the Shares that (x) has not been widely disseminated by
wire service, in one or more newspapers of general circulation, by
communication from Counterparty to
its shareholders or in a press release, or contained in a public filing made by
Counterparty with the Securities and Exchange Commission and (y) a
reasonable investor might consider to be of importance in making an investment decision to buy,
sell or hold Shares.  For the avoidance
of doubt and solely by way of
illustration, information should be presumed “material” if it relates to such
matters as dividend increases or decreases, earnings estimates, changes in
previously released earnings estimates, significant expansion or curtailment of
operations, a significant increase or decline of orders, significant merger or
acquisition proposals or agreements, significant new products or discoveries,
extraordinary borrowing, major litigation, liquidity problems, extraordinary
management developments, purchase or sale of substantial assets, or other
similar information  For purposes of this
Transaction, “Equity Derivatives Group Personnel”
means any employee of Deutsche or its affiliates who effects purchases or sales
of Shares in connection with this Agreement.


 


(iii)          Counterparty
shall, at least one day prior to the first day of any Unwind Period, notify
Deutsche of the total number of Shares purchased in Rule 10b-18 purchases
of blocks pursuant to the once-a-week block exception contained in Rule 10b-18(b)(4) by
or for Counterparty or any of its affiliated purchasers during each of the four
calendar weeks preceding the first day of the Unwind Period and during the
calendar week in which the first day of the Unwind Period occurs (“Rule 10b-18
purchase”, “blocks” and “affiliated purchaser” each being used as defined in Rule 10b-18).


 


(iv)                              During any Unwind Period,
Counterparty shall (a) notify Deutsche prior to the opening of trading in
the Shares on any day on which Counterparty makes, or expects to be made, any
public announcement (as defined in Rule 165(f) under the Securities
Act of any merger, acquisition, or similar transaction involving a
recapitalization relating to Counterparty (other than any such transaction in
which the consideration consists solely of cash and there is no valuation
period), (b) promptly notify Deutsche following any such announcement that
such announcement has been made, and (c) promptly deliver to Deutsche
following the making of any such announcement information indicating (1) Counterparty’s
average daily Rule 10b-18 purchases (as defined in Rule 10b-18)
during the three full calendar months preceding the date of the announcement of
such transaction and (2) Counterparty’s block purchases (as defined in Rule 10b-18)
effected pursuant to paragraph (b)(4) of Rule 10b-18 during the three
full calendar months preceding the date of the announcement of such
transaction.  In addition, Counterparty
shall promptly notify Deutsche of the earlier to occur of the completion of
such transaction and the completion of the vote by target shareholders.


 


(v)                                 Neither Counterparty nor any
of its affiliates shall take or refrain from taking any action (including,
without limitation, any direct purchases by Counterparty or any of its
affiliates, or any purchases by a party to a derivative transaction with
Counterparty or any of its affiliates), either under this Confirmation, under
an agreement with another party or otherwise, that might cause any purchases of
Shares by Deutsche or any of its affiliates in connection with any Cash
Settlement or Net Stock Settlement of this Transaction not to meet the
requirements of the safe harbor provided by Rule 10b-18 if such purchases
were made by Counterparty.


 


(vi)                              Counterparty will not engage
in any “distribution” (as defined in Regulation M) that would cause a “restricted
period” (as defined in Regulation M) to occur during any Unwind Period.


 


11

















 


Miscellaneous:


 


Acceleration Events.


 


(i)                                     Stock
Borrow Event.  If in
Deutsche’s reasonable judgment, (a) Deutsche is not able hedge its
exposure under this Transaction because insufficient Shares are made available
for borrowing by securities lenders or (b) Deutsche would incur a cost to
borrow (or to maintain a borrow of) sufficient Shares to hedge its exposure
under this Transaction that is equal to or greater than 100 basis points per
annum per any Share (each of (a) and (b), a “Stock Borrow Event”), then Deutsche shall be entitled to
designate any Scheduled Trading Day prior to the date the Number of Shares is
first reduced to zero to be a Settlement Date, by providing Counterparty at
least two Scheduled Trading Days’ notice prior to the relevant Settlement Date,
and to designate the number of Settlement Shares for the relevant Settlement
Date, which shall not exceed the number of Shares as to which the relevant
Stock Borrow Event relates.


 


(ii)                                  Dividends.  If on any day after the Trade Date,
Counterparty declares a distribution, issue or dividend to existing holders of
the Shares of (a) any cash dividends in excess of USD 0.00 per Share or (b) share
capital or other securities of another issuer acquired or owned (directly or
indirectly) by Counterparty as a result of a spin-off or similar transaction or
(c) any other type of securities (other than Shares), rights or warrants
or other assets, in any case for payment (cash or other consideration) at less
than the prevailing market price, as determined by Deutsche, then Deutsche
shall be entitled to designate any Scheduled Trading Day prior to the date the
Number of Shares is first reduced to zero to be a Settlement Date, by providing
Counterparty at least three Scheduled Trading Days’ notice prior to the
relevant Settlement Date, and to designate the number of Settlement Shares for
the relevant Settlement Date.


 


(iii)                               Stock Price
Event.  If at any time after the Trade
Date the traded price per Share on the Exchange is less than or equal to USD
22.50, then Deutsche shall be entitled at any time thereafter to designate one
or more Scheduled Trading Days prior to the date the Number of Shares is first
reduced to zero to be a Settlement Date, by providing Counterparty at least ten
Scheduled Trading Days’ notice prior to the relevant Settlement Date, and to
designate the number of Settlement Shares for the relevant Settlement Date.


 


(iv)                              Board
Approval of Merger Event.  If
on any day after the Trade Date, the board of directors of Counterparty votes
to approve any action that, if consummated, would constitute a Merger Event,
then Counterparty shall notify Deutsche of such occurrence within one Scheduled
Trading Day after such occurrence and Deutsche shall be entitled to designate
any Scheduled Trading Day prior to the date the Number of Shares is first
reduced to zero to be a Settlement Date, by providing Counterparty at least
twenty Scheduled Trading Days’ notice prior to the relevant Settlement Date,
and to designate the number of Settlement Shares for the relevant Settlement
Date.


 


(v)                                 ISDA
Termination.  In lieu of (a) designating
an Early Termination Date as the result of an Event of Default or Termination
Event, (b) terminating this Transaction and determining a Cancellation
Amount as the result of an Additional Disruption Event, or (c) terminating
this Transaction and determining an amount payable in connection with an
Extraordinary Event to which Cancellation and Payment would otherwise be
applicable, Deutsche shall be entitled to designate any Scheduled Trading Day
prior to the date the Number of Shares is first reduced to zero to be a
Settlement Date with respect to the Number of Shares as the Settlement Shares.


 


(vi)                              Termination
Settlement. 
Notwithstanding anything to the contrary herein, in the Agreement or in
the Equity Definitions, if a Settlement Date is designated by Deutsche as the
result of one of the foregoing sub-paragraphs (i) through (v), Physical
Settlement shall apply to the relevant Settlement Shares.


 


Private Placement and Registration Procedures.  If Counterparty notifies Deutsche that it is
unable to comply with the provisions of sub-paragraph (ii) of “Agreements
and Acknowledgments Regarding Shares” above because of a change in law or a
change in the policy of the Securities and Exchange Commission or its staff, or
Deutsche notifies Counterparty that in its reasonable opinion any Shares to be
delivered to Deutsche by Counterparty may not be freely returned by Deutsche to
securities lenders as described under such sub-paragraph (ii), or otherwise constitute
“restricted securities” as defined in Rule 144 under the Securities Act
(the date such notification is effective being the “Determination Date”), then Counterparty may elect to effect
the delivery of any such Shares (the “Restricted



 


12

















 


Shares”) pursuant to either clause (i) or (ii) below,
unless waived by Deutsche, on the later of (A)(1) if Private Placement
Settlement is applicable, the tenth Scheduled Trading Day following the
Determination Date or (2) if Registration Settlement is applicable, the
thirtieth calendar day following the Determination Date (or if such day is not
a Clearance System Business Day, the next Clearance System Business Day), (B) the
date such delivery would otherwise be due pursuant to the terms of this
Confirmation and (C) the Clearance System Business Day following notice by
Deutsche to Counterparty of the number of Shares to be delivered pursuant to
these “Private Placement and Registration Procedures”; provided that if Counterparty does not so
elect within three Scheduled Trading Days of the Determination Date,
Counterparty shall be deemed to have elected clause (i) below.


 


(i)                                     If Counterparty is obligated
to settle the Transaction with Restricted Shares (a “Private Placement Settlement”), then delivery of Restricted
Shares by Counterparty shall be effected in customary private placement
procedures with respect to such Restricted Shares reasonably acceptable to
Deutsche; provided that Counterparty may not elect
a Private Placement Settlement if, on the date of its election, it has taken,
or caused to be taken, any action that would make unavailable either the
exemption pursuant to Section 4(2) of the Securities Act for the sale
by Counterparty to Deutsche (or any affiliate designated by Deutsche) of the
Restricted Shares or the exemption pursuant to Section 4(1) or Section 4(3) of
the Securities Act for resales of the Restricted Shares by Deutsche (or any
such affiliate of Deutsche).  The Private
Placement Settlement of such Restricted Shares shall include customary
representations, covenants, blue sky and other governmental filings and/or
registrations, indemnities to Deutsche, due diligence rights (for Deutsche or
any designated buyer of the Restricted Shares by Deutsche), opinions and
certificates, and such other documentation as is customary for private
placement agreements, all reasonably acceptable to Deutsche.  In the case of a Private Placement
Settlement, Deutsche shall, in its good faith discretion, adjust the amount of Restricted
Shares to be delivered to Deutsche hereunder in a commercially reasonable
manner to reflect the fact that (A) such Restricted Shares may not be
freely returned to securities lenders by Deutsche and may only be saleable by
Deutsche at a discount to reflect the lack of liquidity in Restricted Shares
and (B) Deutsche will incur carrying costs and other costs in connection
with its hedge unwind activity relating to such Private Placement Settlement; provided that in no event will
Counterparty be required to deliver to Deutsche a number of Restricted Shares
in excess of (i) the Initial Number of Shares multiplied by two, minus
(ii) the aggregate number of Shares delivered by Counterparty to Deutsche
hereunder prior to the date of such delivery (the “Maximum Delivery Amount”). 
If Deutsche adjusts the amount of Restricted Shares, it shall provide
Counterparty with a statement indicating in reasonable detail how such share
adjustment was determined.


 


If
Counterparty delivers any Restricted Shares in respect of this Transaction,
Counterparty agrees that (A) such Shares may be transferred by and among
Deutsche and its affiliates and (B) after the “holding period” specified
in Rule 144(d)(ii) under the Securities Act has elapsed, Counterparty
shall promptly remove, or cause the transfer agent for the Shares to remove,
any legends referring to any transfer restrictions from such Shares upon
delivery by Deutsche (or such affiliate of Deutsche) to Counterparty or such
transfer agent of any seller’s and broker’s representation letters customarily
delivered by Deutsche or its affiliates in connection with resales of
restricted securities pursuant to Rule 144 under the Securities Act, each
without any further requirement for the delivery of any certificate, consent, agreement,
opinion of counsel, notice or any other document, any transfer tax stamps or
payment of any other amount or any other action by Deutsche (or such affiliate
of Deutsche).


 


(ii)                                  If Counterparty elects to
settle the Transaction pursuant to this clause (ii) (a “Registration Settlement”), then Counterparty shall promptly
(but in any event no later than the Scheduled Trading Day immediately prior to
the date delivery of the Shares is due pursuant to the terms of these “Private
Placement and Registration Procedures”) file and use its reasonable efforts to
make effective under the Securities Act a registration statement or supplement
or amend an outstanding registration statement in form and substance reasonably
satisfactory to Deutsche, to cover the resale of Restricted Shares (the “Registered Shares”) in accordance with
customary resale registration procedures, including covenants, conditions,
representations, underwriting discounts, commissions, indemnities, due
diligence rights, opinions and certificates, and such other documentation as is
customary for equity resale underwriting agreements, all reasonably acceptable
to Deutsche.  If Deutsche, in its
reasonable discretion, is not satisfied with such procedures and documentation
or if a Settlement Date is designated by Deutsche pursuant to the “Acceleration
Events” provisions above, Private Placement Settlement shall apply and
Counterparty shall effect delivery of Restricted Shares by the tenth Scheduled
Trading Day following notification from Deutsche.  In the case of a Registration Settlement,
Deutsche shall, in its good faith discretion, adjust the amount of Registered
Shares


 


13

















 


to
be delivered to Deutsche hereunder in a commercially reasonable manner to
reflect the fact that Deutsche will incur carrying costs and other costs in
connection with its hedge unwind activity relating to such Registered
Settlement; provided that in no
event will Counterparty be required to deliver to Deutsche a number of Registered
Shares in excess of the Maximum Delivery Amount.  If Deutsche adjusts the amount of Registered
Shares, it shall provide Counterparty with a statement indicating in reasonable
detail how such share adjustment was determined.


 


Indemnity.  Counterparty agrees to indemnify Deutsche and
its affiliates and their respective directors, officers, employees, agents and
controlling persons (Deutsche and each such affiliate or person being an “Indemnified Party”) from and against any
and all losses, claims, damages and liabilities, joint and several, incurred by
or asserted against such Indemnified Party arising out of, in connection with,
or relating to, the execution or delivery of this Confirmation, the performance
by the parties hereto of their respective obligations under the Transaction,
any breach of any covenant or representation made by Counterparty in this
Confirmation or the Agreement or the consummation of the transactions
contemplated hereby and will reimburse any Indemnified Party for all reasonable
expenses (including reasonable legal fees and expenses) as they are incurred in
connection with the investigation of, preparation for, or defense of any
pending or threatened claim or any action or proceeding arising therefrom,
whether or not such Indemnified Party is a party thereto, except to the extent
resulting from Deutsche’s gross negligence or willful misconduct.


 


Waiver of Trial by Jury.  EACH OF COUNTERPARTY AND DEUTSCHE HEREBY
IRREVOCABLY WAIVES (ON ITS OWN BEHALF AND, TO THE EXTENT PERMITTED BY APPLICABLE
LAW, ON BEHALF OF ITS STOCKHOLDERS) ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE)
ARISING OUT OF OR RELATING TO THE TRANSACTION OR THE ACTIONS OF DEUTSCHE OR ITS
AFFILIATES IN THE NEGOTIATION, PERFORMANCE OR ENFORCEMENT HEREOF.


 


Governing Law/Jurisdiction.  This Confirmation shall be governed by the
laws of the State of New York without reference to the conflict of laws
provisions thereof.  The parties hereto
irrevocably 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.


 


Method of Delivery.  Whenever delivery of funds or other assets is
required hereunder by or to Counterparty, such delivery shall be effected
through DBSI.  In addition, all notices,
demands and communications of any kind relating to the Transaction between
Deutsche and Counterparty shall be transmitted exclusively through DBSI.


 


EITF 00-19; Alternative Settlement.  The parties hereby agree that all
documentation with respect to this Transaction is intended to qualify this
Transaction as an equity instrument for purposes of EITF Issue No. 00-19.  If,
subject to “Netting and Set-off” below, Counterparty owes Deutsche any amount
in connection with this Transaction pursuant to Section 12.7 or 12.9 of
the Equity Definitions (except in the case of an Extraordinary Event in which
the consideration or proceeds to be paid to holders of Shares as a result of
such event consists solely of cash) or pursuant to Section 6(d)(ii) of
the Agreement (except in the case of an Event of Default in which Counterparty
is the Defaulting Party or a Termination Event in which Counterparty is the
Affected Party, other than (x) an Event of Default of the type described
in Section 5(a)(iii), (v), (vi) or (vii) of the Agreement or (y) a
Termination Event of the type described in Section 5(b)(i), (ii), (iii),
(iv), or (v) of the Agreement that in the case of either (x) or (y) resulted
from an event or events outside Counterparty’s control) (a “Payment Obligation”), Counterparty shall
have the right, in its sole discretion, to satisfy any such Payment Obligation
by delivery of Termination Delivery Units (as defined below) by giving
irrevocable telephonic notice to Deutsche, confirmed in writing within one
Scheduled Trading Day, between the hours of 9:00 a.m. and 4:00 p.m.
New York time on the Closing Date or Early Termination Date, as applicable (“Notice of Termination Delivery”).  Upon Notice of Termination Delivery,
Counterparty shall deliver to Deutsche a number of Termination Delivery Units
having a cash value equal to the amount of such Payment Obligation (such number
of Termination Delivery Units to be delivered to be determined by the
Calculation Agent acting in a commercially reasonable manner, taking into
account whether the Termination Delivery Units so delivered are freely
tradable).  Settlement relating to any
delivery of Termination Delivery Units pursuant to this provision shall occur
within three Scheduled Trading Days.  “Termination Delivery Unit” means (A) in
the case of a Termination Event, an Event of Default or an Extraordinary Event
(other than an Insolvency, Nationalization, Merger Event or Tender Offer), one
Share or (B) in the case of an Insolvency, Nationalization, 


 


14

















 


Merger Event or Tender Offer, a unit consisting of
the number or amount of each type of property received by a holder of one Share
(without consideration of any requirement to pay cash or other consideration in
lieu of fractional amounts of any securities) in such Insolvency,
Nationalization, Merger Event or Tender Offer; provided
that if such Insolvency, Nationalization, Merger Event or Tender Offer involves
a choice of consideration to be received by holders, such holder shall be
deemed to have elected to receive the maximum possible amount of cash.


 


Disclosure. Effective from the date of commencement of discussions concerning the
Transaction, each of Deutsche and Counterparty and each of their employees,
representatives, or other agents may disclose to any and all persons, without
limitation of any kind, the tax treatment and tax structure of the Transaction
and all materials of any kind (including opinions or other tax analyses)
relating to such tax treatment and tax structure.


 


Right to Extend.  Deutsche may postpone any Settlement Date or
any other date of valuation or delivery, with respect to some or all of the
relevant Settlement Shares, if Deutsche determines, in its discretion, that
such extension is reasonably necessary or appropriate to enable Deutsche to effect
purchases of Shares in connection with its hedging activity hereunder or under
any other Equity Contract in a manner that would, if Deutsche were Counterparty
or an affiliated purchaser of Counterparty, be in compliance with applicable
legal and regulatory requirements, as determined by Deutsche based upon the
advice of outside counsel of national standing.


 


Counterparty Share Repurchases.  Counterparty agrees not to
repurchase any Shares if, immediately following such purchase, the Number of
Shares under this Confirmation and all other Equity Contracts (as defined in “Netting
and Set-off” below) would be equal to or greater than 8.0% of the number of
then-outstanding Shares or such lower number of Shares as Deutsche notifies
Counterparty would, in the reasonable judgment of outside counsel of national
standing for Deutsche, present legal or regulatory issues for Deutsche.


 


Limit on Beneficial Ownership.  Notwithstanding any other provisions hereof,
Deutsche shall not be entitled to receive Shares hereunder (whether in
connection with the purchase of Shares on any Settlement Date or otherwise) to
the extent (but only to the extent) that such receipt would result in Deutsche
and its affiliates (i) directly or indirectly beneficially owning (as such
term is defined for purposes of Section 13(d) of the Exchange Act) at
any time in excess of 4.9% of the outstanding Shares or (ii) having direct
or indirect ownership or control (for purposes of the Bank Holding Company Act
of 1956, as amended) at any time in excess of 4.9% of the outstanding
Shares.  Any purported delivery hereunder
shall be void and have no effect to the extent (but only to the extent) that
such delivery would result in Deutsche and its affiliates directly or
indirectly so beneficially owning or so owning or controlling in excess of 4.9%
of the outstanding Shares.  If any
delivery owed to Deutsche hereunder is not made, in whole or in part, as a
result of this provision, Counterparty’s obligation to make such delivery shall
not be extinguished and Counterparty shall make such delivery as promptly as
practicable after, but in no event later than one Exchange Business Day after,
Deutsche gives notice to Counterparty that such delivery would not result in
Deutsche and its affiliates directly or indirectly so beneficially owning or so
owning or controlling in excess of 4.9% of the outstanding Shares.


 


Commodity Exchange Act.  Each of Deutsche and
Counterparty agrees and represents that it is an “eligible contract participant”
as defined in Section 1a(12) of the U.S. Commodity Exchange Act, as
amended (the “CEA”), the Agreement
and this Transaction are subject to individual negotiation by the parties and
have not been executed or traded on a “trading facility” as defined in Section 1a(33)
of the CEA.


 


Securities Act.  Each of Deutsche and
Counterparty agrees and represents that it is a “qualified institutional buyer” as defined in Rule 144A
under the Securities Act, or an “accredited investor” as defined under the Securities Act.


 


ERISA.  Each of
Deutsche and Counterparty agrees and represents that the assets used in the Transaction (a) are not
assets of any “plan” (as such term is defined in Section 4975 of the U.S.
Internal Revenue Code (the “Code”)) subject
to Section 4975 of the Code or any “employee benefit plan” (as such term
is defined in Section 3(3) of the U.S. Employee Retirement Income
Security Act of 1974, as amended (“ERISA”))
subject to Title I of ERISA, and (b) do not constitute “plan assets” (as
such term is defined in Section 3(42) of ERISA).


 


Bankruptcy Status.  Deutsche acknowledges and agrees that this
Confirmation is not intended to convey to Deutsche rights with respect to the
transactions contemplated hereby that are senior to the claims of Counterparty’s
common stockholders in any U.S. bankruptcy proceedings of Counterparty; provided, however, that
nothing herein 


 


15

















 


shall
be deemed to limit Deutsche’s right to pursue remedies in the event of a breach
by Counterparty of its obligations and agreements with respect to this
Confirmation and the Agreement; and provided, further, that nothing herein shall limit or shall be deemed
to limit Deutsche’s rights in respect of any transaction other than this
Transaction.


 


No Collateral.  The parties acknowledge that this Transaction
is not secured by any collateral that would otherwise secure the obligations of
Counterparty herein under or pursuant to the Agreement.  Without limiting the generality of the foregoing,
this Transaction will not be considered to create obligations covered by any
collateral credit support annex to the Agreement and will be disregarded for
the purposes of calculating any exposures pursuant to any such annex.


 


Netting and Set-off.  Deutsche agrees not to
set-off or net amounts due from Counterparty with respect to this Transaction
against amounts due from Deutsche to Counterparty under obligations other than
Equity Contracts.  Section 2(c) of
the Agreement as it applies to payments due with respect to this Transaction
shall remain in effect and is not subject to the first sentence of this
provision.  The parties agree that Section 6(f) of
the Agreement is amended and restated to read as follows:


 


“(f)          Upon the occurrence of an Event of
Default or Termination Event with respect to Counterparty as the Defaulting
Party or the Affected Party (“X”), Deutsche (“Y”) will have the right (but not
be obliged) without prior notice to X or any other person to set-off or apply
any obligation of X under an Equity Contract owed to Y (or any Affiliate of Y)
(whether or not matured or contingent and whether or not arising under this
Agreement, and regardless of the currency, place of payment or booking office
of the obligation) against any obligation of Y (or any Affiliate of Y) under an
Equity Contract owed to X (whether or not matured or contingent and whether or
not arising under this Agreement, and regardless of the currency, place of
payment or booking office of the obligation). 
Y will give notice to the other party of any set-off effected under this
Section 6(f).


 


“Equity
Contract” shall mean for purposes of this Section 6(f) any
Transaction relating to Shares sold pursuant to the Distribution Agreement.


 


If
any obligation is unascertained, Y may in good faith estimate that obligation
and set-off in respect of the estimate, subject to the relevant party
accounting to the other when the obligation is ascertained.


 


Nothing
in this Section 6(f) shall be effective to create a charge or other
security interest.  This Section 6(f) shall
be without prejudice and in addition to any right of set-off, combination of
accounts, lien or other right to which any party is at any time otherwise
entitled (whether by operation of law, contract or otherwise).”


 


Tax
Representations.


 


(i)                                     For the purpose of Section 3(e) of
the Agreement, each party makes the following representation:


 


(A)                              It is not required by any
applicable law, as modified by the practice of any relevant governmental
revenue authority, of any Relevant Jurisdiction to make any deduction or
withholding for or on account of any Tax from any payment (other than interest
under Section 9(h) of the Agreement and any other payments of
interest and penalty charges for late payment) to be made by it to the other
party under the Agreement.


 


(B)                                In making this
representation, a party may rely on (i) the accuracy of any
representations made by the other party pursuant to Section 3(f) of
this Agreement, (ii) the satisfaction of the agreement contained in Section 4(a)(i) or
4(a)(iii) of the Agreement, and the accuracy and effectiveness of any
document provided by the other party pursuant to Section 4(a)(i) or
4(a)(iii) of the Agreement, and (iii) the satisfaction of the
agreement of the other party contained in Section 4(d) of the
Agreement, provided that it shall not be a breach
of this representation where reliance is placed on 


 


16

















 


clause
(ii) above and the other party does not deliver a form or document under Section 4(a)(iii) by
reason of material prejudice to its legal or commercial position.


 


(ii)           For the purpose of Section 3(f) of
the Agreement:


 


(A)          Deutsche makes the following
representation(s):


 


(1)                                  It is a “foreign person”
within the meaning of the applicable U.S. Treasury Regulations concerning
information reporting and backup withholding tax.


 


(2)                                  Each payment received or to
be received by it under this Transaction will be effectively connected with its
conduct of a trade or business in the United States.


 


(B)                                Counterparty represents that
it is a “U.S. person” (as that term is used in section 1.1441-4(a)(3)(ii) of
United States Treasury Regulations) for United States federal income tax
purposes.


 


(iii)                               For the purpose of Section 4(a)(i) of
the Agreement, promptly upon execution of this Confirmation, Counterparty shall
provide to Deutsche a valid and duly executed IRS Form W-9 and any
required attachments thereto.


 


(iv)                              For the purpose of Section 4(a)(i) of
the Agreement, Deutsche shall provide to Counterparty a valid and duly executed
IRS Form W-8ECI and any required attachments thereto (A) promptly
upon execution of this Confirmation, (B) promptly upon reasonable demand
by Counterparty and (C) promptly upon learning that any Form previously
provided by Deutsche has become obsolete or incorrect.


 


Change of Account.  Section 2(b) of the Agreement is
hereby amended by the addition after the word “delivery” in the first line
thereof of the phrase “to another account in the same legal and tax
jurisdiction”.


 


17

















 


Please check this Confirmation and confirm that the
foregoing correctly sets forth the terms of our agreement by signing in the
space provided below and returning to Deutsche a facsimile of the
fully-executed Confirmation.  Originals
shall be provided for your execution upon your request.  Deutsche will make the time of execution of
the Transaction available upon request.


 


Deutsche
is regulated by the Financial Services Authority.


 


Very truly yours,


	
   

  	
   

  
	
  DEUTSCHE
  BANK AG, LONDON BRANCH

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By: 

  	
  /s/ Lars Kestner

  	
   

  
	
   

  	
  Name: Lars Kestner

  	
   

  
	
   

  	
  Title: Managing
  Director

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By: 

  	
  /s/ Peter
  Lambrakis

  	
   

  
	
   

  	
  Name: Peter
  Lambrakis

  	
   

  
	
   

  	
  Title: Managing
  Director

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  DEUTSCHE BANK SECURITIES INC.,

  	
   

  
	
  acting
  solely as agent in connection with this Transaction

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Lars Kestner

  	
   

  
	
   

  	
  Name: Lars Kestner

  	
   

  
	
   

  	
  Title: Managing
  Director

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By: 

  	
  /s/ Peter Lambrakis

  	
   

  
	
   

  	
  Name: Peter Lambrakis

  	
   

  
	
   

  	
  Title: Managing Director

  	
   

  



 


 


Counterparty hereby
agrees to, accepts and confirms the terms of the foregoing as of the Trade
Date.


 


AFFILIATED
MANAGERS GROUP, INC.


 


 


	
  By:

  	
  /s/ John
  Kingston, III

  	
   

  
	
   

  	
  Name: John
  Kingston, III

  	
   

  
	
   

  	
  Title: Executive
  Vice President,

  	
   

  
	
   

  	
            General
  Counsel and Secretary

  	
   

  



 


Signature page to Registered Forward


Transaction Confirmation


 

















 


ANNEX A


 


	
   

  	
  Deutsche Bank 

  
	
   

  	
   

  
	
   

  	
  Deutsche Bank AG, London Branch

  
	
   

  	
  Winchester house

  
	
   

  	
  1 Great Winchester St,

  
	
   

  	
  London EC2N 2DB

  
	
   

  	
  Telephone: 44 20 7545 8000

  
	
   

  	
   

  
	
   

  	
  c/o Deutsche Bank Securities Inc.

  
	
   

  	
  60
  Wall Street

  
	
   

  	
  New
  York, NY 10005

  
	
   

  	
  Telephone:
  (212) 250-2500

  



 


PRICING SUPPLEMENT


 


	
  DATE:

  	
  [               ]

  
	
   

  	
   

  
	
  TO:

  	
  Affiliated
  Managers Group, Inc.

  
	
   

  	
  600
  Hale Street

  
	
   

  	
  Prides
  Crossing, MA 01965

  
	
  ATTENTION:

  	
  Darrell Crate

  
	
  FACSIMILE:

  	
  (617) 747-3380

  
	
   

  	
   

  
	
  FROM:

  	
  Deutsche Bank AG, London Branch

  
	
  TELEPHONE:

  	
  44
  20 7545 0556

  
	
  FACSIMILE:

  	
  44 11 3336 2009

  



 


Ladies and Gentlemen:


 


This
Pricing Supplement is the Pricing Supplement contemplated by the
Registered Forward Transaction dated as of July 31, 2009 (the “Confirmation”) between Affiliated Managers Group, Inc. (“Counterparty”) and Deutsche Bank AG, London Branch (“Deutsche”).


 


DEUTSCHE
BANK AG, LONDON BRANCH IS NOT REGISTERED AS A BROKER OR DEALER UNDER THE U.S.
SECURITIES EXCHANGE ACT OF 1934. 
DEUTSCHE BANK SECURITIES INC. (“DBSI”) HAS ACTED SOLELY AS AGENT IN
CONNECTION WITH THE TRANSACTION AND HAS NO OBLIGATION, BY WAY OF ISSUANCE,
ENDORSEMENT, GUARANTEE OR OTHERWISE WITH RESPECT TO THE PERFORMANCE OF EITHER
PARTY UNDER THE TRANSACTION.  AS SUCH,
ALL DELIVERY OF FUNDS, ASSETS, NOTICES, DEMANDS AND COMMUNICATIONS OF ANY KIND
RELATING TO THIS TRANSACTION BETWEEN DEUTSCHE BANK AG, LONDON BRANCH, AND
COUNTERPARTY SHALL BE TRANSMITTED EXCLUSIVELY THROUGH DEUTSCHE BANK SECURITIES
INC.  DEUTSCHE BANK AG, LONDON BRANCH IS
NOT A MEMBER OF THE SECURITIES INVESTOR PROTECTION CORPORATION (SIPC).


 


For all purposes under the Confirmation:


 


(a)                                  the Hedge
Completion Date is
[                    ];


 


	
  Chairman of the
  Supervisory Board: Clemens Börsig 

  Board of Managing
  Directors: Hermann-Josef Lamberti, Josef Ackermann, Dr. Hugo Banziger,
  Anthony Dilorio

  	
   

  	
  Deutsche Bank AG is
  regulated by the FSA for the conduct of designated investment business in the
  UK, is a member of the London Stock Exchange and is a limited liability
  company incorporated in the Federal Republic of Germany HRB No. 30 000
  District Court of Frankfurt am Main; Branch Registration No. in England and
  Wales BR000005, Registered address: Winchester House, 1 Great Winchester
  Street, London EC2N 2DB.

  



 


A-1

















 


(b)                                 the Number of
Shares shall be
[                    ], subject to further adjustment in accordance
with the terms of the Confirmation;


 


(c)                                  the Initial
Forward Price shall be USD
[                    ];
and


 


(d)                                 the Final Date
shall be
[                    ].


 


Signature
page to Pricing Supplement to


Registered
Forward Transaction Confirmation


 


A-2

















 


Please check this Pricing Supplement and confirm that
the foregoing correctly sets forth the terms of our agreement by signing in the
space provided below and returning to Deutsche a facsimile of the
fully-executed Pricing Supplement. 
Originals shall be provided for your execution upon your request.


 


Deutsche
is regulated by the Financial Services Authority.


 


Very truly yours,


 


	
  DEUTSCHE
  BANK AG, LONDON BRANCH

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  DEUTSCHE BANK SECURITIES INC.,

  	
   

  
	
  acting
  solely as agent in connection with this Transaction

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Confirmed
  as of the date first above written:

  	
   

  
	
   

  	
   

  
	
  AFFILIATED
  MANAGERS GROUP, INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


Signature page to Pricing Supplement to


Registered
Forward Transaction Confirmation


 


A-3