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                                                                    Exhibit 4.10


                                 (FACE OF NOTE)

THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY OR A
NOMINEE OF THE DEPOSITORY TRUST COMPANY. THIS NOTE IS EXCHANGEABLE FOR NOTES
REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY TRUST COMPANY OR
ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO
TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE
DEPOSITORY TRUST COMPANY TO A NOMINEE OF THE DEPOSITORY TRUST COMPANY OR BY A
NOMINEE OF THE DEPOSITORY TRUST COMPANY TO THE DEPOSITORY TRUST COMPANY OR
ANOTHER NOMINEE OF THE DEPOSITORY TRUST COMPANY OR TO A SUCCESSOR CLEARING
AGENCY OR TO A NOMINEE OF SUCH SUCCESSOR) MAY BE REGISTERED EXCEPT IN LIMITED
CIRCUMSTANCES.

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF TIE DEPOSITORY TRUST COMPANY AND ANY PAYMENT HEREON
IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY A PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.

CUSIP No. 008252 70 2
                                  $200,000,000

                         AFFILIATED MANAGERS GROUP, INC.

                      6% Senior Note due November 17, 2006

         AFFILIATED MANAGERS GROUP, INC., a Delaware corporation (the "Company",
which term includes any successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay to The Bank of New
York, or registered assigns, the principal sum of TWO HUNDRED MILLION Dollars
($200,000,000) on November 17, 2006 (such date is hereinafter referred to as the
"Maturity Date"), and to pay interest on said principal sum from December 21,
2001 or from the next recent date to which interest has been paid or duly
provided for, quarterly in arrears on February 17, May 17, August 17 and
November 17 of each year (each such date, an "Interest Payment Date"),
commencing on February 17, 2002 initially at the rate of 6% per year through and
including the day immediately preceding the Reset Effective Date and at the
Reset Rate thereafter until the principal hereof shall have been paid or duly
made available for payment and, to the extent permitted by law, to pay interest,
compounded quarterly, on any overdue principal and premium, if any, and on any
overdue installment of interest at the rate per year of 6% through and including
the day immediately preceding the Reset Effective Date and at the Reset Rate
thereafter. The amount of interest payable on any Interest Payment Date shall be
computed on the basis of a 360-day year


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consisting of twelve 30- day months and, except as provided in the Indenture (as
defined below), the amount of interest payable for any period shorter than a
full quarterly period for which interest is computed will be computed on the
basis of the actual number of days elapsed in such 90-day period. In the event
that any date on which interest is payable on this Senior Note is not a Business
Day, then payment of interest payable on such date will be made on the next
succeeding day that is a Business Day (and without any interest or other payment
in respect of any such delay), except that, if such Business Day is in the next
succeeding calendar year, such payment shall be made on the immediately
preceding Business Day, in each case with the same force and effect as if made
on such Interest Payment Date. The interest installment so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as
provided in the Indenture, be paid to the person in whose name this Senior Note
(or one or more predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest installment which shall be the
close of business on the fifteenth calendar day immediately preceding each
Interest Payment Date. Any such interest installment not punctually paid or duly
provided for on any Interest Payment Date shall forthwith cease to be payable to
the registered Holders at the close of business on such Regular Record Date and
may be paid to the Person in whose name this Senior Note (or one or more
predecessor Securities) is registered at the close of business on a special
record date to be fixed by the Trustee for the payment of such defaulted
interest, notice whereof shall be given to the registered Holders of this series
of Senior Notes not less than 10 days prior to such special record date, or may
be paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Senior Notes may be listed,
and upon such notice as may be required by such exchange, all as more fully
provided in the Indenture. The principal of (and premium, if any) and the
interest on this Senior Note shall be payable at the office or agency of the
Company maintained for that purpose in the Borough of Manhattan, The City of New
York in any coin or currency of the United States of America that at the time of
payment is legal tender for payment of public and private debts; provided,
however, that payment of interest may be made at the option of the Company by
check mailed to the registered Holder at such address as shall appear in the
Security Register or by wire transfer to an account appropriately designated by
the Holder entitled thereto.

         The indebtedness evidenced by this Senior Note is, to the extent
provided in the Indenture, senior and unsecured and will rank equal in right of
payment to all other senior unsecured obligations of the Company.

         This Senior Note shall not be entitled to any benefit under the
Indenture hereinafter referred to or be valid or obligatory for any purpose
until the Certificate of Authentication shall have been signed by or on behalf
of the Trustee.

         The provisions of this Senior Note are continued on the reverse side
hereof and such continued provisions shall for all purposes have the same effect
as though fully set forth at this place.



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IN WITNESS WHEREOF, the Company has caused this instrument to be executed.

Dated: December 21, 2001

AFFILIATED MANAGERS GROUP, INC.,
as Issuer



By:___________________________

Name:
Title:

Attest:

By:___________________________
Name:
Title:

                          CERTIFICATE OF AUTHENTICATION

This is one of the Senior Notes of the series of Senior Notes described in the
within- mentioned Indenture.

Dated:

FIRST UNION NATIONAL BANK,
as Trustee



By____________________________
             Authorized Signatory





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                            (REVERSE OF SENIOR NOTE)

         This Senior Note is one of a duly authorized series of Securities of
the Company (herein sometimes referred to as the "Senior Notes"), issued and to
be issued in one or more series under and pursuant to an Indenture dated as of
December 21, 2001 (the "Base Indenture") between the Company and First Union
National Bank, as Trustee (the "Trustee," which term includes any successor
trustee under the Indenture), as supplemented by a First Supplemental Indenture,
dated as of December 21, 2001 (the "First Supplemental Indenture") between the
Company and the Trustee (the Base Indenture as so supplemented, the
"Indenture"), to which Indenture and all indentures supplemental thereto
reference is hereby made for a description of the rights, limitations of rights,
obligations, duties and immunities thereunder of the Trustee, the Company and
the Holders of the Senior Notes. By the terms of the Indenture, the Securities
are issuable in series that may vary as to amount, date of maturity, rate of
interest and in other respects as provided in the Indenture. This series of
Securities is limited in aggregate principal amount as specified in said First
Supplemental Indenture.

         If a Tax Event shall occur and be continuing, the Company may, at its
option, redeem the Senior Notes in whole (but not in part) at any time at a
price per Senior Note equal to the Redemption Price. The Redemption Price shall
be paid to each Holder of the Senior Notes by the Company, no later than 12:00
noon, New York City time, on the Tax Event Redemption Date, by check or wire
transfer in immediately available funds, at such place and to such account as
may be designated by each such Holder.

         The Senior Notes are not entitled to the benefit of any sinking fund.

         In case an Event of Default, as defined in the Indenture, shall have
occurred and be continuing, the principal of all of the Senior Notes may be
declared, and upon such declaration shall become, due and payable (or, in
certain circumstances shall ipso facto become due and payable), in the manner,
with the effect and subject to the conditions provided in the Indenture.

         The Indenture contains provisions permitting, with certain exceptions
therein provided, the Company and the Trustee, with the consent of the Holders
of not less than a majority in aggregate principal amount of the Outstanding
Securities of each series affected to execute supplemental indentures for the
purpose of, among other things, adding any provisions to or changing or
eliminating any of the provisions of the Indenture or of any supplemental
indenture or of modifying the rights of the Holders of the Securities. The
Indenture also contains provisions permitting the Holders of a majority in
aggregate principal amount of the Securities of any series at the time
Outstanding, on behalf of all of the Holders of all Securities of such series,
to waive a Default or Event of Default with respect to such series and its
consequences, except a Default or Event of Default in the payment of the
principal of or premium, if any, or interest on any of the Securities of such
series or in respect of a covenant or other provision which, under the terms of
the Indenture, cannot be modified or amended without the consent of the Holder
of each Outstanding Security of such series affected. Any such consent or waiver
by the registered Holder of this Senior Note (unless revoked as provided in the
Indenture) shall be conclusive and binding upon such Holder and upon all future
Holders of this Senior Note and of any Senior Note issued in exchange for or in
place hereof (whether by registration of transfer or otherwise),


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irrespective of whether or not any notation of such consent or waiver is made
upon this Senior Note.

         No reference herein to the Indenture and no provision of this Senior
Note or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of and premium, if
any, and interest on this Senior Note at the time and place and at the rate and
in the money herein prescribed.

         As provided in the Indenture and subject to certain limitations therein
set forth, this Senior Note is transferable by the registered Holder hereof on
the Security Register of the Company, upon surrender of this Senior Note for
registration of transfer at the office or agency of the Company maintained for
such purpose in the Borough of Manhattan, The City of New York, accompanied by a
written instrument or instruments of transfer in form satisfactory to the
Company or the Trustee duly executed by the registered Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Senior Notes
of authorized denominations and for the same aggregate principal amount will be
issued to the designated transferee or transferees. No service charge will be
made for any such transfer, but the Company may require payment of a sum
sufficient to cover any transfer tax or similar governmental charge payable in
relation thereto.

         Prior to due presentment for registration of transfer of this Senior
Note, the Company, the Trustee, any Paying Agent and the Security Registrar may
deem and treat the registered Holder hereof as the absolute owner hereof
(whether or not this Senior Note shall be overdue and notwithstanding any notice
of ownership or writing hereon made by anyone other than the Security Registrar)
for the purpose of receiving payment of or on account of the principal hereof
and premium, if any, and interest due hereon and for all other purposes, and
neither the Company 15 nor the Trustee nor any Paying Agent nor any Security
Registrar shall be affected by any notice to the contrary.

         No recourse shall be had for the payment of the principal of or the
interest on this Senior Note, or for any claim based hereon, or otherwise in
respect hereof, or based on or in respect of the Indenture, against any
incorporator, shareholder, officer or director, past, present or future, as
such, of the Company or of any predecessor or successor corporation, whether by
virtue of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for the issuance hereof, expressly
waived and released.

         The Indenture imposes certain limitations on the ability of the Company
to, among other things, merge or consolidate with any other Person or sell,
assign, transfer or lease all or substantially all of its properties or assets,
and requires that the Company comply with certain further covenants. All such
covenants and limitations are subject to a number of important qualifications
and exceptions. The Company must report periodically to the Trustee on
compliance with the covenants in the Indenture.

         The Senior Notes of this series are issuable only in registered form
without coupons in denominations of $25 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Senior Notes are exchangeable for a like aggregate


<PAGE>

principal amount of Senior Notes of a different authorized denomination, as
requested by the Holder surrendering the same.

         All terms used in this Senior Note that are defined in the Indenture
shall have the meanings assigned to them in the Indenture.

         The Senior Notes are subject to the covenants set forth in the
Indenture.

         This Senior Note shall be governed by and construed in accordance with
the law of the State of New York.



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                                   ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers this Senior Note to:

--------------------------------------------------------------------------------

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(Insert assignee's social security or tax identification number)

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(Insert address and zip code of assignee) and irrevocably appoints
________________________ _______________________________________________________
agent to transfer this Senior Note on the books of the Company. The agent may
substitute another to act for him or her.

Date: __________________ Signature: ____________________

(Sign exactly as your name appears on the other side of this Senior Note)