Exhibit 4.1


 


MAY 25, 2000


 


CERTIFICATE OF AMENDMENT


 


OF


 


AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION


 


OF


 


AFFILIATED MANAGERS GROUP, INC.


 


Pursuant to Section 242 of
the


General
Corporation Law of the State of Delaware


 


Affiliated Managers Group, Inc.
(hereinafter called the “Corporation”), a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,
does hereby certify as follows:


 


All members of the Board of Directors of the
Corporation by giving their consent pursuant to Sections 141 and 242 of the
General Corporation Law of the State of Delaware duly adopted resolutions
without the formality of convening a meeting, setting forth an amendment to the
Amended and Restated Certificate of Incorporation of the Corporation and
declaring said amendment to be advisable. 
The stockholders of the Corporation duly approved said proposed
amendment by written consent in accordance with Section 228 and 242 of the
General Corporation Law of the State of Delaware.  The resolutions setting forth the amendment
is as follows:


 


	
  RESOLVED:

  	
   

  	
  That the
  following provisions of the first paragraph of Article IV of the Amended
  and Restated Certificate of Incorporation be and hereby are deleted:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  “The total
  number of shares of capital stock which the Corporation shall have the
  authority to issue is Forty Eight Million (48,000,000) shares, of which
  (a) Five Million (5,000,000) shares shall be undesignated preferred
  stock, par value $.01 per share (the “Undesignated Preferred Stock”), and
  (b) Forty Three Million (43,000,000) shares shall be common stock, par
  value $.01 per share (the “Common Shares”), of which (i) Forty Million
  (40,000,000) shares shall be designated Voting Common Stock (“Common Stock”)
  and (ii) Three Million (3,000,000) shares shall be designated
  Class B Non-Voting Common Stock (“Class B Common Stock”). As set
  forth in this Article IV, the Board of Directors or any authorized
  committee thereof is authorized from time to time to establish and designate
  one or more series of Undesignated Preferred Stock, to fix and determine the
  variations in the relative rights, preferences and powers as between the
  different series of Undesignated Preferred Stock in the manner hereinafter
  set forth in this Article IV, and to fix or alter the number of shares
  comprising any such series and the designation thereof to the fullest extent
  permitted by law.”

  



 





















 


and the
following provisions be inserted in lieu thereof:


 


“The total number of shares of capital stock
which the Corporation shall have the authority to issue is Eighty-Eight Million
(88,000,000) shares, of which (a) Five Million (5,000,000) shares shall be
undesignated preferred stock, par value $.01 per share (the “Undesignated
Preferred Stock”), and (b) Eighty-Three Million (83,000,000) shares shall
be common stock, par value $.01 per share (the “Common Shares”), of which (i) Eighty
Million (80,000,000) shares shall be designated Voting Common Stock (“Common
Stock”) and (ii) Three Million (3,000,000) shares shall be designated Class B
Non-Voting Common Stock (“Class B Common Stock”).  As set forth in this Article IV, the
Board of Directors or any authorized committee thereof is authorized from time
to time to establish and designate one or more series of Undesignated Preferred
Stock to fix and determine the variations in the relative rights, preferences
and powers as between the different series of Undesignated Preferred Stock in
the manner hereinafter set forth in this 
Article IV, and to fix or alter the number of shares comprising any
such series and the designation thereof to the fullest extent permitted by law.


 


[End of Text]


 


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IN WITNESS
WHEREOF, the Corporation has caused this Certificate of Amendment to be signed
by its President and attested to by its Secretary as of this 25th
day of May, 2000.


 


	
   

  	
  AFFILIATED MANAGERS GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Sean M.
  Healey

  	
   

  
	
   

  	
  Sean M. Healey, President

  
	
   

  	
   

  
	
  Attest:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/
  Nathaniel Dalton

  	
   

  	
   

  
	
  Nathaniel Dalton, Secretary

  	
   

  
					



 


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