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Exhibit 4.5    
    


REGISTRATION RIGHTS AGREEMENT  


        THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into as of October 17, 2007, by and among AFFILIATED MANAGERS GROUP, INC.,
a Delaware corporation (the "Company"), AMG CAPITAL TRUST II, a statutory trust organized under the laws of the State of Delaware (the "Trust" and together with the Company, the "Issuers"), and the
Initial Purchasers identified on Schedule A to the Purchase Agreement (the "Initial Purchasers"). 


        This
Agreement is made pursuant to the Purchase Agreement, dated October 11, 2007 (the "Purchase Agreement"), among the Issuers and the Initial Purchasers with respect to the
issue and sale by the Trust and the purchase by the Initial Purchasers of 10,000,000 5.15% Convertible Trust Preferred Securities (liquidation amount $50.00 per security) representing undivided
beneficial interests in the assets of the Trust (the "Preferred Securities"). The entire proceeds from the sale of the Preferred Securities will be combined with the entire proceeds from the sale by
the Trust to the Company of its common securities (liquidation amount $50.00 per security) (the "Common Securities") and will be used by the Trust to purchase $500,010,000 aggregate principal amount
of the Company's 5.15% Junior Subordinated Convertible Debentures due October 15, 2037 (the "Debentures"). The Preferred Securities are guaranteed by the Company as to the payment of
distributions and payments upon liquidation or redemption, and benefiting from certain additional undertakings of the Company to the extent set forth in the Guarantee Agreement between the Company and
LaSalle Bank National Association, as trustee thereunder, dated the date hereof (the "Guarantee"), and are convertible into the common stock, par value $0.01 per share (the "Common Stock"), of the
Company. In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Issuers have agreed to provide the registration rights set forth in this Agreement. The execution of this
Agreement is a condition to the closing under the Purchase Agreement. 


        The
Issuers agree with the Initial Purchasers, (i) for the benefit of the Initial Purchasers and (ii) for the benefit of the beneficial owners (including the Initial
Purchasers) from time to time of the Preferred Securities and the Debentures, and the beneficial owners from time to time of the Underlying Common Stock (as defined herein) issued upon conversion of
the Preferred Securities or the Debentures, if any, (each of the foregoing a "Holder" and together the "Holders"), as follows: 


        SECTION
1.    Definitions.    Capitalized terms used herein without definition shall have their respective meanings
set forth in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings: 


        "Affiliate:"
With respect to any specified person, an "affiliate," as defined in Rule 144, of such person. 



        "Business
Day:" Each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in the City of New York, New York or in the City of Chicago, Illinois
are authorized or required by law, regulation or executive order to remain closed. 


        "Common
Stock:" The common stock, $0.01 par value, of the Company and any other shares of common stock as may constitute "Common Stock" for purposes of the Indenture, including the
Underlying Common Stock. 


        "Company:"
See the first paragraph hereof. 



        "Damages
Accrual Period:" See Section 2(e) hereof. 


        "Damages
Payment Date:" Each January 15, April 15, July 15 and October 15. 


        "Debentures"
or "Debenture:" See the second paragraph hereof. 


        "Declaration:"
The Amended and Restated Declaration of Trust, dated as of the date hereof, between the Company among the Company, as depositor, the trustees named therein and the holders 







 



from
time to time of undivided beneficial interests in the assets of the Trust, pursuant to which the Preferred Securities and Common Securities are being issued. 


        "Deferral
Notice:" See Section 3(h) hereof. 


        "Deferral
Period:" See Section 3(h) hereof. 


        "Effectiveness
Deadline Date:" See Section 2(a) hereof. 


        "Effectiveness
Period:" The period beginning on the Issue Date and ending on the earliest of (i) the sale pursuant to the Initial Shelf Registration Statement of all Registrable
Securities thereunder, (ii) the second anniversary of the original issuance of the Preferred Securities or the Debentures and (iii) the date when the Holders, other than Holders that are
Affiliates of the Company, are able to sell all such securities immediately without restriction or being subject to any conditions pursuant to the provisions of Rule 144. 


        "Event:"
See Section 2(e) hereof. 


        "Event
Date:" See Section 2(e) hereof. 


        "Event
Termination Date:" See Section 2(e) hereof. 


        "Exchange
Act:" The Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder. 


        "Filing
Deadline Date:" See Section 2(a) hereof. 


        "Guarantee:"
See the second paragraph hereof. 


        "Holder:"
See the third paragraph hereof. 


        "Indenture:"
The Indenture, dated as of the date hereof, between the Company and LaSalle Bank National Association, as debenture trustee, pursuant to which the Debentures are being
issued. 


        "Initial
Purchasers:" See the first paragraph of this Agreement. 


        "Initial
Shelf Registration Statement:" See Section 2(a) hereof. 


        "Issue
Date:" means October 17, 2007. 


        "Issuer
Free Writing Prospectus:" See Section 2(d) hereof. 


        "Liquidated
Damages Amount:" See Section 2(e) hereof. 


        "Material
Event:" See Section 3(h) hereof. 


        "Notice
and Questionnaire:" A written notice delivered to the Company containing substantially the information called for by the Selling Securityholder Notice and Questionnaire attached
as Annex A to the Offering Memorandum of the Issuers, dated October 17, 2007, relating to the Preferred Securities. 


        "Notice
Holder:" On any date, any Holder that has delivered a Notice and Questionnaire to the Company on or prior to such date. 


        "Preferred
Securities" or "Preferred Security:" See the second paragraph hereof. 


        "Prospectus:"
The prospectus included in any Registration Statement (including, without limitation, a prospectus that discloses information previously omitted from a prospectus filed as
part of an effective registration statement in reliance upon Rule 415 promulgated under the Securities Act), as amended or supplemented by any amendment or prospectus supplement, including
post-effective amendments, and all materials incorporated by reference in such Prospectus. 


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        "Purchase
Agreement:" See the second paragraph hereof. 


        "Record
Date:" With respect to any Damages Payment Date relating to any Preferred Security or Debenture as to which any Liquidated Damages Amount has accrued, (i) the
15th day immediately preceding such Damages Payment Date if the Damages Accrual Period has not ended, or (ii) the date of the end of the Damages Accrual Period. 



        "Record
Holder:" With respect to any Damages Payment Date relating to any Preferred Security or Debenture as to which any Liquidated Damages Amount has accrued, the registered holder of
such Preferred Security or Debenture, as applicable, on the Record Date. 


        "Registrable
Securities:" The Securities, until such securities have been converted or exchanged and, at all times subsequent to any such conversion or exchange, any securities into or
for which such securities have been converted or exchanged, and any security issued with respect thereto upon any stock dividend, split, merger or similar event until, in the case of any such
security, the earliest of (i) its effective registration under the Securities Act and resale in accordance with the Registration Statement covering it, (ii) its sale to the public
pursuant to Rule 144 or (iii) the expiration of the Effectiveness Period. 


        "Registration
Statement:" Any registration statement of the Company that covers any of the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus,
amendments and supplements to such registration statement, including post-effective amendments, all exhibits, and all materials incorporated by reference in such registration statement. 



        "Rule 144:"
Rule 144 under the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC. 


        "Rule 144A:"
Rule 144A under the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC. 


        "SEC:"
The Securities and Exchange Commission. 


        "Securities:"
Collectively means the Preferred Securities, the Debentures and the Underlying Common Stock. 


        "Securities
Act:" The Securities Act of 1933, as amended, and the rules and regulations promulgated by the SEC thereunder. 


        "Shelf
Registration Statement:" See Section 2(a) hereof. 


        "Subsequent
Shelf Registration Statement:" See Section 2(b) hereof. 


        "TIA:"
The Trust Indenture Act of 1939, as amended. 


        "Trustee:"
LaSalle Bank National Association (or any successor entity), in its role as Debenture Trustee under the Indenture and in its role as Property Trustee under the Declaration. 


        "Underlying
Common Stock:" The Common Stock into which the Preferred Securities and Debentures are convertible or issued upon any such conversion. 


        SECTION
2.    Shelf Registration.    


        (a)   The
Company shall prepare or cause to be prepared and shall use reasonable efforts to file or cause to be filed with the SEC no later than a date which is
210 days after the Issue Date (the "Filing Deadline Date") a Registration Statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act
(a "Shelf Registration Statement") registering the resale from time to time by Holders thereof of all of the Registrable Securities (the "Initial Shelf Registration Statement"). The Initial Shelf
Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by such Holders in accordance 


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with
the methods of distribution elected by the Holders and set forth in the Initial Shelf Registration Statement; provided, that in no event will such method(s) of distribution take the form of an
underwritten offering of the Registrable Securities without the prior agreement of the Company. The Company shall use reasonable efforts to cause the Initial Shelf Registration Statement to be
declared effective under the Securities Act by the date (the "Effectiveness Deadline Date") that is 210 days after the Issue Date, and to keep the Initial Shelf Registration Statement (or any
Subsequent Shelf Registration Statement) continuously effective under the Securities Act until the expiration of the Effectiveness Period, subject to the rights of the Company under
Section 3(h) to create a Deferral Period. At the time the Initial Shelf Registration Statement is declared effective, each Holder that became a Notice Holder on or prior to the date ten
(10) Business Days prior to such time of effectiveness shall be named as a selling securityholder in the Initial Shelf Registration Statement and the related Prospectus in such a manner as to
permit such Holder to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law. 


        (b)   If
the Initial Shelf Registration Statement or any Subsequent Shelf Registration Statement ceases to be effective for any reason at any time during the Effectiveness
Period, the Company shall use reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall within thirty (30) days of such
cessation of effectiveness amend the Shelf Registration Statement in a manner reasonably expected by the Company to obtain the withdrawal of the order suspending the effectiveness thereof, or file an
additional Shelf Registration Statement covering all of the Securities that as of the date of such filing are Registrable Securities (a "Subsequent Shelf Registration Statement"). If a Subsequent
Shelf Registration Statement is filed, the Company shall use reasonable efforts to cause the Subsequent Shelf Registration Statement to become effective as promptly as is practicable after such filing
and to keep such Registration Statement (or subsequent Shelf Registration Statement) continuously effective until the end of the Effectiveness Period. 


        (c)   The
Company shall supplement and amend the Shelf Registration Statement if required by the rules, regulations or instructions applicable to the registration form used by
the Company for such Shelf Registration Statement if required by the Securities Act or, to the extent to which the Company does not reasonably object, as reasonably requested by the Initial Purchasers
or by the Trustee on behalf of the registered Holders. 


        (d)   Each
Holder of Registrable Securities agrees that if such Holder wishes to sell Registrable Securities pursuant to a Shelf Registration Statement and related Prospectus,
it will do so only in accordance with this Section 2(d) and Section 3(h). Each Holder of Registrable Securities wishing to sell Registrable Securities pursuant to a Shelf Registration
Statement and related Prospectus agrees to deliver a Notice and Questionnaire to the Company at least twenty (20) but not more than sixty (60) Business Days prior to any intended
distribution of Registrable Securities under the Shelf Registration Statement. From and after the date the Initial Shelf Registration Statement automatically becomes or is declared effective, the
Company shall, as promptly as reasonably practicable after the date a Notice and Questionnaire is delivered, and in any event within twenty (20) Business Days after such date, (i) if
required by applicable law, file with the SEC a post-effective amendment to the Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the
related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other document required by the SEC so that the Holder delivering such Notice and
Questionnaire is named as a selling securityholder in the Shelf Registration Statement and the related Prospectus in such a manner as to permit such Holder to deliver such Prospectus to purchasers of
the Registrable Securities in accordance with applicable law, subject to the right of the Issuers to suspend the use of the Prospectus as described in Section 3(h) hereof and, if the Company
shall file a post-effective amendment to the Shelf Registration Statement, use reasonable efforts to cause such post-effective amendment to be declared effective under
the Securities Act as promptly as is practicable, provided that, notwithstanding the foregoing, the Company shall not be required to file more than one 


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post-effective
amendment to the Shelf Registration Statement or supplement to the related prospectus to name additional Holders as selling securityholders in any calendar quarter;
(ii) provide such Holder copies of any documents filed pursuant to Section 2(d)(i); and (iii) notify such Holder as promptly as practicable after the effectiveness under the
Securities Act of any post-effective amendment filed pursuant to Section 2(d)(i); provided, that if such Notice and Questionnaire is delivered during a Deferral Period, the Company
shall so inform the Holder delivering such Notice and Questionnaire and shall take the actions set forth in clauses (i), (ii) and (iii) above upon expiration of the Deferral Period in
accordance with Section 3(h). Notwithstanding anything contained herein to the contrary, the Company shall be under no obligation to name any Holder that is not a Notice Holder as a selling
securityholder in any Registration Statement or related Prospectus; provided, however, that any Holder that becomes a Notice Holder pursuant to the provisions of Section 2(d) of this Agreement
(whether or not such Holder was a Notice Holder at the time the Registration Statement was initially declared effective) shall be named as a selling securityholder in the Registration Statement or
related Prospectus subject to and in accordance with the requirements of this Section 2(d). 


        The
Issuers represent and agree that, unless they obtain the prior consent of a majority of the Registrable Securities that are registered under the Shelf Registration Statement at such
time or the approval of the counsel for the holders of Registrable Securities or the consent of the Initial Purchasers in connection with any underwritten offering of Registrable Securities, and each
Holder represents and agrees that, unless it obtains the prior consent of the Issuers and the Initial Purchasers, it will not make any offer relating to the Securities that would constitute an "issuer
free writing prospectus," as defined in Rule 433 (an "Issuer Free Writing Prospectus"), or that would otherwise constitute a "free writing prospectus," as defined in Rule 405, required
to be filed with the SEC. The Issuers represent that any Issuer Free Writing Prospectus, when taken together with the information in the Shelf Registration Statement and the Prospectus, will not
include any untrue statement of a material fact or omit to state
any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. 


        (e)   The
parties hereto agree that the Holders of Preferred Securities or Debentures that are Registrable Securities will suffer damages, and that it would not be feasible to
ascertain the extent of such damages with precision, if (i) the Initial Shelf Registration Statement has not been filed on or prior to the Filing Deadline Date, (ii) the Initial Shelf
Registration Statement has not automatically become or been declared effective under the Securities Act on or prior to the Effectiveness Deadline Date, or (iii) the aggregate duration of
Deferral Periods in any period exceeds the number of days permitted in respect of such period pursuant to Section 3(h) hereof (each of the events of a type described in any of the foregoing
clauses (i) through (iii) are individually referred to herein as an "Event," and the Filing Deadline Date in the case of clause (i), the Effectiveness Deadline Date in the case of
clause (ii), and the date on which the aggregate duration of Deferral Periods in any period exceeds the number of days permitted by Section 3(h) hereof in the case of
clause (iii), being referred to herein as an "Event Date"). Events shall be deemed to continue until the "Event Termination Date," which shall be the following dates with respect to the
respective types of Events: the date the Initial Shelf Registration Statement is filed in the case of an Event of the type described in clause (i), the date the Initial Shelf Registration
Statement becomes or is declared effective under the Securities Act in the case of an Event of the type described in clause (ii) and termination of the Deferral Period that caused the limit on
the aggregate duration of Deferral Periods in a period set forth in Section 3(h) to be exceeded in the case of the commencement of an Event of the type described in clause (iii). 



        Accordingly,
commencing on (and including) any Event Date and ending on (but excluding) the next date on which there are no Events that have occurred and are continuing (a "Damages
Accrual Period"), the Company agrees to pay, as liquidated damages and not as a penalty, an amount (the "Liquidated Damages Amount"), payable on the Damages Payment Dates to Record Holders of then
outstanding Debentures that are Registrable Securities (and the Trust agrees to pay such amounts to 


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the
holders of the Preferred Securities) accruing, for each portion of such Damages Accrual Period beginning on and including a Damages Payment Date (or, in respect of the first time that the
Liquidation Damages Amount is to be paid to Record Holders on a Damages Payment Date as a result of the occurrence of any particular Event, beginning on and including the Event Date) and ending on but
excluding the first to occur of (A) the date of the end of the Damages Accrual Period or (B) the next Damages Payment Date, at a rate per annum equal to one-quarter of one
percent (0.25%) for the first 90-day period from the Event Date, and thereafter at a rate per annum equal to one-half of one percent (0.50%) of the aggregate principal amount
of such Debentures, determined as of the Record Date. 


        Notwithstanding
the foregoing, no Liquidated Damages Amounts shall accrue as to any Underlying Common Stock at any time nor as to any Debenture (and the corresponding Preferred Security)
from and after the earlier of (x) the date such security is no longer a Registrable Security and (y) expiration of the Effectiveness Period. The rate of accrual of the Liquidated Damages
Amount with respect to any period shall not exceed the rate provided for in this paragraph 2(e) notwithstanding the occurrence of multiple concurrent Events. Following the cure of all Events
requiring the payment by the Company of
Liquidated Damages Amounts to the Holders of Registrable Securities pursuant to this Section, the accrual of Liquidated Damages Amounts will cease (without in any way limiting the effect of any
subsequent Event requiring the payment of Liquidated Damages Amount by the Company). 


        The
Trustee shall be entitled, on behalf of Holders of the Preferred Securities, the Debentures or the Underlying Common Stock, to seek any available remedy for the enforcement of this
Agreement, including, with respect to Preferred Securities and Debentures, for the payment of any Liquidated Damages Amount. Notwithstanding the foregoing, the parties agree that the sole remedy for a
violation of the terms of this Agreement shall be such liquidated damages. 


        All
of the Issuers' obligations set forth in this Section 2(e) that are outstanding with respect to any Registrable Security at the time such Security ceases to be a Registrable
Security shall survive until such time as all such obligations with respect to such security have been satisfied in full (notwithstanding termination of this Agreement pursuant to
Section 8(j)). 


        The
parties hereto agree that the liquidated damages provided for in this Section 2(e) constitute a reasonable estimate of the damages that may be incurred by Record Holders of
then outstanding Preferred Securities and Debentures that are Registrable Securities by reason of the failure of the Shelf Registration Statement to be filed or declared effective or available for
effecting resales of Registrable Securities in accordance with the provisions hereof. In no event will additional interest be payable in connection with a registration default relating to the failure
to register the Common Stock deliverable upon conversion of the Preferred Securities or the Debentures. 



        SECTION
3.    Registration Procedures.    In connection with the registration obligations of the Issuers under
Section 2 hereof, the Issuers shall: 


        (a)   Before
filing any Registration Statement or Prospectus or any amendments or supplements thereto with the SEC, furnish to the Initial Purchasers copies of all such
documents proposed to be filed and give reasonable consideration to such comments as the Initial Purchasers reasonably shall propose within three (3) Business Days of the delivery of such
copies to the Initial Purchasers. 


        (b)   Subject
to Section 3(h), prepare and file with the SEC such amendments and post-effective amendments to each Registration Statement as may be
necessary to keep such Registration Statement continuously effective for the applicable period specified in Section 2(a); cause the related Prospectus to be supplemented by any required
Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) under the Securities Act; and use reasonable efforts to comply with the
provisions of the Securities Act applicable to it with respect to the disposition of all securities covered by such Registration Statement during the Effectiveness Period 


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in
accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement as so amended or such Prospectus as so supplemented. 


        (c)   As
promptly as practicable give notice to the Notice Holders and the Initial Purchasers (i) when any Prospectus, Prospectus Supplement, Registration Statement or
post-effective amendment to a Registration Statement (other than any such Prospectus supplement, Registration Statement or post-effective amendment to a Registration Statement
which is filed solely to name additional selling security holders or to reflect any other matters that are not of a material nature) has been filed with the SEC and, with respect to a Registration
Statement or any post-effective amendment, when the same has automatically become or been declared effective, (ii) of any request, following the effectiveness of the Initial Shelf
Registration Statement under the Securities Act, by the SEC or any other federal or state governmental authority for amendments or supplements to any Registration Statement or related Prospectus or
for additional information, (iii) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any Registration Statement or
the initiation or threatening of any proceedings for that purpose, and (iv) of the receipt by the Company or the Trust of any notification with respect to the suspension of the qualification or
exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, which notice may, at the discretion
of the Company (or as required pursuant to Section 3(h)), state that it constitutes a Deferral Notice, in which event the provisions of Section 3(h) shall apply. 


        (d)   Use
all reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement or the lifting of any suspension of the
qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction in which they have been qualified for sale, in either case at the earliest possible
moment. 


        (e)   As
promptly as reasonably practicable furnish to each Notice Holder and the Initial Purchasers, upon their request and without charge, at least one (1) conformed
copy of the Registration Statement and any amendment thereto, including financial statements, but excluding schedules, all documents incorporated or deemed to be incorporated therein by reference and
all exhibits (unless requested in writing to the Company or the Trust by such Notice Holder or the Initial Purchasers, as the case may be). 


        (f)    During
the Effectiveness Period, deliver to each Notice Holder in connection with any sale of Registrable Securities pursuant to a Registration Statement, without
charge, as many copies of the Prospectus or Prospectuses relating to such Registrable Securities (including each preliminary prospectus) and any amendment or supplement thereto as such Notice Holder
may reasonably request; and the Company hereby consents (except during such periods that a Deferral Notice is outstanding and has not been revoked) to the use of such Prospectus or each amendment or
supplement thereto by each Notice Holder in connection with any offering and sale of the Registrable Securities covered by such Prospectus or any amendment or supplement thereto in the manner set
forth therein. 


        (g)   Subject
to Section 3(h), prior to any public offering of the Registrable Securities pursuant to the Shelf Registration Statement, use all reasonable efforts to
register or qualify or cooperate with the Notice Holders in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities for
offer and sale under the securities or Blue Sky laws of such jurisdictions within the United States as any Notice Holder reasonably requests in writing (which request may be included in the Notice and
Questionnaire); prior to any public offering of the Registrable Securities pursuant to the Shelf Registration Statement, use reasonable efforts to keep each such registration or qualification (or
exemption therefrom) effective during the Effectiveness Period in connection with such Notice Holder's offer and sale of Registrable Securities pursuant to such registration or qualification (or
exemption therefrom) and do any and all other acts or things necessary to enable the disposition in such jurisdictions of such Registrable Securities in the manner set forth in 


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the
relevant Registration Statement and the related Prospectus; provided, that neither the Company nor the Trust will be required to (i) qualify as a foreign corporation or as a dealer in
securities in any jurisdiction where they are not otherwise qualified but for this Agreement or (ii) take any action that would subject them to general service of process in suits or to
taxation in any such jurisdiction where they are not then so subject. 



        (h)   Upon
(A) the issuance by the SEC of a stop order suspending the effectiveness of the Shelf Registration Statement or the initiation of proceedings with respect to
the Shelf Registration Statement under Section 8(d) or 8(e) of the Securities Act, (B) the occurrence of any event or the existence of any fact (a "Material Event") as a result of which
any Registration Statement shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not
misleading, or any Prospectus shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading, or (C) the occurrence or existence of any pending corporate development that, in the Company's discretion, makes it
appropriate to suspend the availability of the Shelf Registration Statement and the related Prospectus, (i) in the case of clause (B) above, subject to the next sentence, as promptly as
practicable prepare and file a post-effective amendment to such Registration Statement or a supplement to the related Prospectus or any document incorporated therein by reference or
file any other required document that would be incorporated by reference into such Registration Statement and Prospectus so that such Registration Statement does not contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and such Prospectus does not contain any untrue statement of
a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not
misleading, as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, and, in the case of a post-effective amendment to a Registration Statement,
subject to the next sentence, use reasonable efforts to cause it to be declared effective as promptly as is reasonably practicable, and (ii) give notice to the Notice Holders that the
availability of the Shelf Registration Statement is suspended (a "Deferral Notice") and, upon receipt of any Deferral Notice, each Notice Holder agrees not to sell any Registrable Securities pursuant
to the Registration Statement until such Notice Holder's receipt of copies of the supplemented or amended Prospectus provided for in clause (i) above, or until it is advised in writing by the
Company or the Trust that the Prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in such Prospectus.
The Issuers will use all reasonable efforts to ensure that the use of the Prospectus may be resumed (x) in the case of clause (A) above, as promptly as practicable, (y) in the
case of clause (B) above, as soon as, in the sole judgment of the Company, public disclosure of such Material Event would not be prejudicial to or contrary to the interests of the Company or
the Trust, if necessary to avoid unreasonable burden or expense, as soon as reasonably practicable thereafter and (z) in the case of clause (C) above, as soon as, in the sole judgment of
the Company, such suspension is no longer appropriate. The period during which the availability of the Registration Statement and any Prospectus is suspended (the "Deferral Period") shall, without the
Company or the Trust incurring any obligation to pay liquidated damages pursuant to Section 2(e), not exceed thirty (30) days in any three (3)-month period or an aggregate of ninety
(90) days in any twelve (12)-month period. 


        (i)    Comply
with all applicable rules and regulations of the SEC and make generally available to the Company's securityholders earning statements (which need not be audited)
satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar rule promulgated under the Securities Act) no later than forty-five
(45) days after the end of any 12-month period (or ninety (90) days after the end of any 12-month period if such period is a fiscal year) commencing on the first
day of the first fiscal quarter of the Company commencing after the effective date of a Registration Statement, which statements shall cover said 12-month periods. 


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        (j)    If
reasonably requested in writing by a Holder or Holders of Registrable Securities and solely at the Company's discretion, the Company will consider an underwritten
offering of Registrable Securities held by such Holder or Holders upon terms and conditions to be agreed upon at the time of such underwritten offering. 



        (k)   Cooperate
with each Notice Holder to facilitate the timely preparation and delivery of certificates representing Registrable Securities sold pursuant to a Registration
Statement, and cause such Registrable Securities to be in such denominations as are permitted by the Declaration and the Indenture and registered in such names as such Notice Holder may request in
writing at least two Business Days prior to any sale of such Registrable Securities. 


        (l)    Provide
a CUSIP number for all Registrable Securities covered by each Registration Statement not later than the effective date of such Registration Statement and provide
the Trustee for the Preferred Securities and the Debentures and the transfer agent for the Common Stock with certificates for the Registrable Securities that are in a form eligible for deposit with
The Depository Trust Company. 


        (m)  Make
reasonable effort to provide such information as is required for any filings required to be made with the National Association of Securities Dealers, Inc. 


        (n)   Upon
(i) the filing of the Initial Shelf Registration Statement and (ii) the effectiveness of the Initial Shelf Registration Statement, announce the same,
in each case by release to Reuters Economic Services and Bloomberg Business News. 



        (o)   Cause
the Declaration, the Indenture and the Guarantee to be qualified under the TIA not later than the effective date of any Registration Statement; and in connection
therewith, cooperate with the Trustee to effect such changes to the Declaration, the Indenture and the Guarantee as may be required for the each such document to be so qualified in accordance with the
terms of the TIA and execute, and use reasonable efforts to cause the Trustee to execute, all documents as may be required to effect such changes, and all other forms and documents required to be
filed with the SEC to enable the Declaration, the Indenture and the Guarantee to be so qualified in a timely manner. 



        SECTION
4.    Holder's Obligations.    Each Holder agrees, by acquisition of the Registrable Securities, that no
Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to a Registration Statement or to receive a Prospectus relating thereto, unless such Holder has
furnished the Company with a Notice and Questionnaire as required pursuant to Section 2(d) hereof (including the information required to be included in such Notice and Questionnaire) and the
information set forth in the next sentence. Each Notice Holder agrees promptly to furnish to the Company all information required to be disclosed in order to make the information previously furnished
to the Company by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as may be required to be disclosed in the
Registration Statement under applicable law or pursuant to SEC comments. Each Holder further agrees, following termination of the Effective Period, to notify the Company within ten
(10) Business Days of request, of the amount of Registrable Securities sold pursuant to the Registration Statement and, in the absence of a response, the Company may assume that all of the
Holder's Registrable Securities were so sold. 


        SECTION
5.    Registration Expenses.    The Company shall bear all fees and expenses incurred in connection with the
performance by the Issuers of their obligations under Sections 2 and 3 of this Agreement whether or not any of the Registration Statements become or are declared effective. Such fees and expenses
shall include, without limitation, (i) all registration and filing fees (including, without limitation, reasonable fees and disbursements of the counsel specified in the next sentence in
connection with Blue Sky qualifications of the Registrable Securities under the laws of such jurisdictions as the Notice Holders of a majority of the Registrable Securities being sold pursuant to a 


9







 



Registration
Statement may designate), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities in a form eligible for deposit with
The Depository Trust Company), (iii) duplication expenses relating to copies of any Registration Statement or Prospectus delivered to any Holders hereunder, (iv) fees and disbursements
of counsel for the Issuers in connection with the Shelf Registration Statement, and (v) reasonable fees and disbursements of the Trustee and its counsel and of the registrar and transfer agent
for the Common Stock. In addition, the Company shall bear or reimburse the Notice Holders for the reasonable fees and disbursements of one firm of legal counsel for the Holders incurred in reviewing
and commenting upon the Shelf Registration Statement prior to its effectiveness, which shall, upon the written consent of the Initial Purchasers (which shall not be unreasonably withheld), be a
nationally recognized law firm experienced in securities law matters designated by the Company. In addition, the Company shall pay the internal expenses of the Issuers (including, without limitation,
all salaries and expenses of officers and employees performing legal or accounting duties), the expense of any annual audit, the fees and expenses incurred in connection with the listing of the
Registrable Securities on any securities exchange on which the same securities of the Company are then listed and the fees and expenses of any person, including special experts, retained by the
Company or the Trust. 


        SECTION
6.    Indemnification; Contribution.    


        (a)   The
Issuers agree, jointly and severally, to indemnify and hold harmless each of the Initial Purchasers and each Holder of Registrable Securities and each person, if
any, who controls any Initial Purchaser or any Holder of Registrable Securities within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, as
follows: 



        (i)    against
any and all loss, liability, claim, damage and expense whatsoever, as incurred, resulting from any untrue statement or alleged untrue statement of a material
fact contained in the Registration Statement (or any amendment thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in light of
the circumstances under which they were made, not misleading or resulting from any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or the
Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact
necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; 


        (ii)   against
any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or
any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue
statement or omission, provided that (subject to Section 6(d) below) any such settlement is effected with the prior written consent of the Company; and 



        (iii)  subject
to Section 6(c) below, against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel), reasonably incurred in
investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any
such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; 




provided,
however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue
statement or omission made in reliance upon and in conformity with written information furnished to the Company or the Trust by any Initial Purchaser on their own behalf or any Holder of Registrable
Securities and each person, if any, who controls any Initial Purchaser or any such Holder of Registrable Securities 


10







 

expressly
for use in the Registration Statement (or any amendment thereto), or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing
Prospectus (or any amendment or supplement thereto); provided, further, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense arising from an offer or sale of
Registrable Securities occurring during a Deferral Period, if a Notice Holder was given a Deferral Notice. 


        (b)   In
connection with any Shelf Registration in which a Holder, including, without limitation, any Initial Purchaser, of Registrable Securities is participating, in
furnishing information relating to such Holder of Registrable Securities to the Company or the Trust in writing expressly for use in such Registration Statement, any preliminary prospectus, the
Prospectus or any Issuer Free Writing Prospectus or any amendments or supplements thereto, the Holders of such Registrable Securities agree, severally and not jointly, to indemnify and hold harmless
the Initial Purchasers and each person, if any, who controls any Initial Purchaser within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and the
Company and the Trust, and each person, if any, who controls either the Company or the Trust within the meaning of either such Section, against any and all loss, liability, claim, damage and expense
described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in
the Registration Statement (or any amendment thereto), or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus (or any amendment
or supplement thereto) in reliance upon and in conformity with written information furnished to the Company or the Trust by or on behalf of such Holder of Registrable Securities (which also
acknowledges the indemnity provisions herein) or any person, if any, who controls any such Holder of Registrable Securities expressly for use in the Registration Statement (or any amendment thereto)
or such preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus (or any amendment or supplement thereto). 


        Each
Initial Purchaser severally agrees to indemnify and hold harmless the Issuers, the Holders of Registrable Securities, and each person, if any, who controls the Company or the Trust
or any Holder of Registrable Securities within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage
and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or
omissions, made in the Registration Statement (or any amendment thereto), or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus
(or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Issuers by such Initial Purchaser expressly for use in the Registration Statement
(or any amendment thereto) or such preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus (or any amendment or supplement thereto). 



        (c)   Each
indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which
indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced
as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. The indemnifying party, upon request of the
indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and
shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses
of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or
(ii) the named parties to any such proceeding (including any 


11







 



impleaded
parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing
interests between them. It is understood that the indemnifying party shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or related proceedings in
the same jurisdiction, be liable for (a) the fees and expenses of more than one separate firm (in addition to any local counsel) for the Initial Purchasers, Holders of Registrable Securities,
and all persons, if any, who control any Initial Purchaser or Holders of Registrable Securities within the meaning of either Section 15 of the Securities Act or Section 20 of the
Exchange Act, collectively (b) the fees and expenses of more than one separate firm (in addition to any local counsel) for the Issuers, their directors, and each person, if any, who controls
the Company or the Trust within the meaning of either such Section, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Initial
Purchasers, Holders of Registrable Securities, and control persons of any Initial Purchaser and Holders of Registrable Securities, such firm shall be designated in writing by the Initial Purchasers.
In the case of any such separate firm for the Issuers, and such directors, officers and control persons of the Company or the Trust, such firm shall be designated in writing by the Issuers. The
indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff,
the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time
an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second and third sentences of this paragraph,
the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than
forty-five (45) days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such
settlement at least thirty (30) days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such
request prior to the date of such settlement. Notwithstanding the immediately preceding sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the
indemnified party for fees and expenses of counsel, an indemnifying party shall not be liable for any settlement effected without its consent if such indemnifying party (i) reimburses such
indemnified party in accordance with such request to the extent it considers such request to be reasonable and (ii) provides written notice to the indemnified party substantiating the unpaid
balance as unreasonable, in each case prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent
to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which
indemnification or contribution could be sought under this Section 6 (whether or not the indemnified parties are actual
or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation,
investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. 


        (d)   If
at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying
party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) effected without its written consent if (i) such settlement is entered into
more than forty-five (45) days after receipt by such indemnifying party of aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such
settlement at least thirty (30) days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with
such request prior to the date of such settlement. Notwithstanding the immediately preceding sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the
indemnified 


12







 



party
for fees and expenses of counsel, an indemnifying party shall not be liable for any settlement of the nature contemplated by Section 6(a)(ii) effected without its consent if such
indemnifying party (1) reimburses such indemnified party in accordance with such request to the extent it considers such request to be reasonable and (2) provides written notice to the
indemnified party substantiating the unpaid balance as unreasonable, in each case prior to the date of such settlement. 


        (e)   If
the indemnification provided for in this Section 6 is for any reason unavailable to or insufficient to hold harmless an indemnified party in respect of any
losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses
incurred by such indemnified party, as incurred, in such proportion as is appropriate to reflect the relative fault of the indemnifying party or parties on the one hand and of the indemnified party on
the other hand in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations. 


        The
relative fault of the Issuers on the one hand and the Holders of the Registrable Securities or the Initial Purchasers on the other hand shall be determined by reference to, among
other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Issuers or by the
Holders of the Registrable Securities or the Initial Purchasers and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. 



        The
parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 6(e) were determined by pro rata allocation (even if the Initial
Purchasers were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 6(e).
The aggregate amount of losses,
liabilities, claims, damages, and expenses incurred by an indemnified party and referred to above in this Section 6(e) shall be deemed to include any legal or other expenses reasonably incurred
by such indemnified party in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim
whatsoever based upon any such untrue or alleged untrue statement or omission or alleged omission. 



        Notwithstanding
the provisions of this Section 6, neither the Holder of any Registrable Securities nor any Initial Purchaser, shall be required to indemnify or contribute any
amount in excess of the amount by which the total price at which the Registrable Securities sold by such Holder of Registrable Securities or by any such Initial Purchaser, as the case may be, and
distributed to the public were offered to the public exceeds the amount of any damages that such Holder of Registrable Securities or any such Initial Purchaser has otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged omission. 



        No
person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty
of such fraudulent misrepresentation. 


        For
purposes of this Section 6(e), each person, if any, who controls an Initial Purchaser or any Holder of Registrable Securities within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act shall have the same rights to contribution as such Initial Purchaser or such Holder, and each person, if any, who controls the Company or the
Trust within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall have the same rights to contribution as the Company and the Trust. 



        SECTION
7.    Information Requirements.    The Company covenants that, if at any time before the end of the
Effectiveness Period the Company is not subject to the reporting requirements of the Exchange Act, the Company will cooperate with any Holder of Registrable Securities and take such 


13







 



further
reasonable action as any Holder of Registrable Securities may reasonably request in writing (including, without limitation, making such reasonable representations as any such Holder may
reasonably request), all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the
exemption provided by Rule 144A under the Securities Act and customarily taken in connection with sales pursuant to such exemption; provided, however, that any legal opinion required by any
trustee or transfer agent shall be the responsibility of such Holder. Upon the written request of any Holder of Registrable Securities, the Company shall deliver to such Holder a written statement as
to whether it has complied with such filing requirements, unless such a statement has been included in the Company's most recent report required to be filed and filed pursuant to Section 13 or
Section 15(d) of Exchange Act. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities under any section of the
Exchange Act. 


        SECTION
8.    Miscellaneous; No Conflicting Agreements.    Neither the Company nor the Trust is, as of the date
hereof, a party to, nor shall the Company or the Trust, on or after the date of this Agreement, enter into any agreement with respect to their securities that conflicts with the rights granted to the
Holders of Registrable Securities in this Agreement. The Issuers represent and warrant that the rights granted to the Holders of Registrable Securities hereunder do not conflict in any material
respect with the rights granted to the holders of the securities of the Company or the Trust under any other agreements. 


        (a)    Amendments and Waivers.    The provisions of this Agreement, including the provisions of this sentence, may not
be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the Issuers have obtained the written consent of Holders of a majority
of the then outstanding Underlying Common Stock constituting Registrable Securities (with Holders of Preferred Securities and Debentures deemed to be the Holders, for purposes of this Section, of the
number of outstanding shares of Underlying Common Stock into which such Preferred Securities and Debentures are or would be convertible or exchangeable as of the date on which such consent is
requested). Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of Holders of Registrable Securities
whose securities are being sold pursuant to a Registration Statement and that does not directly or indirectly affect the rights of other Holders of Registrable Securities may be given by Holders of at
least a majority of the Registrable Securities being sold by such Holders pursuant to such Registration Statement; provided, that the provisions of this sentence may not be amended, modified, or
supplemented except in accordance with the provisions of the immediately preceding sentence. Each Holder of Registrable Securities outstanding at the time of any such amendment, modification,
supplement, waiver or consent or thereafter shall be bound by any such amendment, modification, supplement, waiver or consent effected pursuant to this Section 8(a), whether or not any notice,
writing or marking indicating such amendment, modification, supplement, waiver or consent appears on the Registrable Securities or is delivered to such Holder. 


        (b)    Notices.    All notices and other communications provided for or permitted hereunder shall be made in writing
by hand delivery, by telecopier, by courier guaranteeing overnight delivery or by first-class mail, return receipt requested, and shall be deemed given (i) when made, if made by hand delivery,
(ii) upon confirmation, if made by telecopier, (iii) one (1) Business Day after being deposited with such courier, if made by overnight courier or (iv) on the date
indicated on the notice of receipt, if made by first-class mail, to the parties as follows: 


        (w)  if
to a Holder of Registrable Securities that is not a Notice Holder, at the address for such Holder then appearing in the Security Register (as defined in the
Indenture); 


        (x)   if
to a Notice Holder, at the most current address given by such Holder to the Company or the Trust in a Notice and Questionnaire or any amendment thereto; 


14







 



        (y)   if
to the Company, to: 



        Affiliated
Managers Group, Inc.

        600 Hale Street

        Prides Crossing, MA 01965

        Attention: Treasurer

        Telecopy No.: (617) 747-3380 


        with
a copy to: 


        Ropes &
Gray LLP

        One International Place

        Boston, MA 02110

        Attention: Keith F. Higgins

        Telecopy No.: (617) 951-7050 


        and





        (z)   if
to the Initial Purchasers, to (as representatives of the several Initial Purchasers): 



        Goldman,
Sachs & Co.

        85 Broad Street, 23rd Floor

        New York, New York 10004

        Attention: Registration Department

        Telecopy No.: (212) 902-3000; and 


        Merrill
Lynch & Co.

        Merrill Lynch, Pierce, Fenner & Smith

                              Incorporated

        4 World Financial Center

        New York, New York 10080

        Attention: Paul A. Pepe

        Telecopy No.: (212) 449-6714 




or
to such other address as such person may have furnished to the other persons identified in this Section 8(c) in writing in accordance herewith. 



        (c)    Approval of Holders.    Whenever the consent or approval of Holders of a specified percentage of Registrable
Securities is required hereunder, Registrable Securities held by the Company or the Trust or their respective affiliates (as such term is defined in Rule 405 under the Securities Act) (other
than the Initial Purchasers or subsequent Holders of Registrable Securities if such subsequent Holders are deemed to be such affiliates solely by reason of their holdings of such Registrable
Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. 



        (d)    Successors and Assigns.    Any person who purchases any Registrable Securities from any Initial Purchaser shall
be deemed, for purposes of this Agreement, to be an assignee of such Initial Purchaser. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the
parties and shall inure to the benefit of and be binding upon each Holder of any Registrable Securities. 


        (e)    Counterparts.    This Agreement may be executed in any number of counterparts and by the parties hereto in
separate counterparts, each of which when so executed shall be deemed to be original and all of which taken together, whether by manual or facsimile signature, shall constitute one and the same
agreement. 


15







 



        (f)    Headings.    The headings in this Agreement are for convenience of reference only and shall not limit or
otherwise affect the meaning hereof. 


        (g)    Governing Law.    THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK. 


        (h)    Severability.    If any term, provision, covenant or restriction of this Agreement is held to be invalid,
illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set
forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby, and the parties hereto shall use their best efforts to find and employ an
alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction, it being intended that all of the rights and privileges of
the parties shall be enforceable to the fullest extent permitted by law. 


        (i)    Entire Agreement.    This Agreement is intended by the parties as a final expression of their agreement and is
intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein and the registration rights granted by the
Issuers with respect to the Registrable Securities. Except as provided in the Purchase Agreement, there are no restrictions, promises, warranties or undertakings, other than those set forth or
referred to herein, with respect to the registration rights granted by the Issuers with respect to the Registrable Securities. This Agreement supersedes all prior agreements and undertakings among the
parties solely with respect to such registration rights. 


        (j)    Termination.    This Agreement and the obligations of the parties hereunder shall terminate upon the end of the
Effectiveness Period, except for any liabilities or obligations under Sections 4, 5 or 6 hereof and the obligations to make payments of and provide for Liquidated Damages under Section 2(e)
hereof to the extent such damages accrue prior to the end of the Effectiveness Period, each of which shall remain in effect in accordance with its terms. 


        [SIGNATURE
PAGE FOLLOWS] 


16







 

        IN
WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above. 



	 	 	AFFILIATED MANAGERS GROUP, INC.
	

 	
 	

By:	

/s/  JOHN KINGSTON, III      
 Name: John Kingston, III

Title: Executive Vice President, General Counsel and Secretary




17







 


	 	 	AMG CAPITAL TRUST II
	

 	
 	

By:	

LaSalle Bank National Association, not in its individual capacity but solely as Institutional Administrator
	

 	
 	

By:	

/s/  GREG MYERS      
 Name: Greg Myers

Title: VP




18







 

Accepted
as of the date

first above written: 


GOLDMAN,
SACHS & CO. 



	By:	/s/  GOLDMAN, SACHS & CO.      
 (Goldman, Sachs & Co.)	 	 
	

MERRILL LYNCH, PIERCE, FENNER & SMITH

                              INCORPORATED	
 	

 
	

By:	

/s/  MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED      
 Authorized Signatory	
 	

 





For
themselves and as representatives of the Initial Purchasers identified on Schedule A to the Purchase Agreement. 


19











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Exhibit 4.5