Exhibit 10.1
AFFILIATED MANAGERS GROUP, INC.
Shares of Common Stock
(par value $0.01 per share)
DISTRIBUTION AGENCY AGREEMENT
May 7, 2008
BANC OF AMERICA SECURITIES LLC
9 West 57th Street
New York, NY 10019
Ladies and Gentlemen:
Affiliated Managers Group, Inc., a Delaware corporation (the "Company"),
confirms its agreement with Banc of America Securities LLC (the "Manager"), as
follows:
INTRODUCTORY. THE COMPANY HAS ENTERED INTO A FORWARD STOCK PURCHASE TRANSACTION
WITH BANK OF AMERICA, N.A. (THE "FORWARD PURCHASER") AS SET FORTH IN A SEPARATE
LETTER AGREEMENT DATED THE DATE HEREOF, A COPY OF WHICH IS ATTACHED HERETO AS
EXHIBIT A (THE "INITIAL CONFIRMATION").
THE COMPANY MAY ALSO ENTER
INTO
ADDITIONAL FORWARD STOCK PURCHASE TRANSACTIONS WITH THE FORWARD PURCHASER ON
SUBSTANTIALLY SIMILAR TERMS (EACH, A "SUBSEQUENT CONFIRMATION" AND, TOGETHER
WITH THE INITIAL CONFIRMATION, THE "CONFIRMATIONS").
SUBJECT TO THE TERMS AND
CONDITIONS HEREIN AND THEREIN, UNDER THE CONFIRMATION AND, IF APPLICABLE, THE
SUBSEQUENT CONFIRMATIONS, THE COMPANY WILL DELIVER TO THE FORWARD PURCHASER, OR
AN AFFILIATE THEREOF (INCLUDING THE MANAGER), UP TO THE NUMBER OF SHARES OF THE
COMPANY'S COMMON STOCK, PAR VALUE $0.01 PER SHARE (THE "COMMON STOCK") AS MAY BE
SOLD IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.
IN CONNECTION THEREWITH,
THE COMPANY AND THE FORWARD PURCHASER UNDERSTAND THAT THE FORWARD PURCHASER,
THROUGH THE MANAGER AS SALES AGENT, WILL EFFECT SALES OF BORROWED SHARES OF
COMMON STOCK THAT RESULT IN AGGREGATE GROSS PROCEEDS NOT IN EXCESS OF $200
MILLION (THE "SHARES") ON THE TERMS SET FORTH IN SECTION 2 OF THIS AGREEMENT.
Section 1.
Representations and Warranties of the Company.
The Company
represents and warrants to, and covenants with, the Manager that:
(A)
THE COMPANY HAS FILED, IN ACCORDANCE WITH THE PROVISIONS OF THE
SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), AND THE RULES AND
REGULATIONS THEREUNDER (THE "1933 ACT REGULATIONS"), WITH THE SECURITIES AND
EXCHANGE COMMISSION (THE "COMMISSION") AN AUTOMATIC SHELF REGISTRATION STATEMENT
ON FORM S-3 (FILE NO. 333-148029), INCLUDING A PROSPECTUS, TO BE USED IN
CONNECTION WITH THE PUBLIC OFFERING AND SALE OF THE SHARES, WHICH INCORPORATES
BY REFERENCE DOCUMENTS WHICH THE COMPANY HAS FILED OR WILL FILE IN ACCORDANCE
WITH THE PROVISIONS OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE
"1934 ACT"), AND THE RULES AND REGULATIONS THEREUNDER (THE "1934 ACT
REGULATIONS"), WHICH REGISTRATION STATEMENT BECAME
1
EFFECTIVE UPON FILING UNDER RULE 462(E) OF THE 1933 ACT REGULATIONS.
EXCEPT
WHERE THE CONTEXT OTHERWISE REQUIRES, THE REGISTRATION STATEMENT, AS IT MAY HAVE
HERETOFORE BEEN AMENDED, INCLUDING ALL DOCUMENTS FILED AS PART THEREOF OR
INCORPORATED BY REFERENCE THEREIN, AND INCLUDING ANY INFORMATION CONTAINED IN A
PROSPECTUS (AS DEFINED BELOW) FILED WITH THE COMMISSION PURSUANT TO RULE 430B OF
THE 1933 ACT REGULATIONS ("RULE 430B") AND ALSO INCLUDING ANY OTHER REGISTRATION
STATEMENT FILED WITH THE COMMISSION PURSUANT TO RULE 462(B) OR RULE 429 OF THE
1933 ACT REGULATIONS, IS HEREIN CALLED THE "REGISTRATION STATEMENT," AND THE
FINAL FORM OF PROSPECTUS, INCLUDING ALL DOCUMENTS INCORPORATED THEREIN BY
REFERENCE, INCLUDED IN THE REGISTRATION STATEMENT, AS AMENDED OR