AFFILIATED MANAGERS GROUP, INC., as Issuer, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of August 8, 2012Indenture • August 8th, 2012 • Affiliated Managers Group Inc • Investment advice • New York
INDENTURE, dated as of August 8 ,2012, between Affiliated Managers Group, Inc., a Delaware corporation (herein called the “Company”), having its principal executive offices at 600 Hale Street, Prides Crossing, Massachusetts, 01965, and Wells Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States of America, as Trustee (herein called the “Trustee”).
AFFILIATED MANAGERS GROUP, INC. Shares of Common Stock (par value $0.01 per share) AMENDED AND RESTATED DISTRIBUTION AGENCY AGREEMENTDistribution Agency Agreement • August 8th, 2012 • Affiliated Managers Group Inc • Investment advice • New York
This Amended and Restated Distribution Agency Agreement amends and restates in its entirety the Distribution Agency Agreement, dated as of July 26, 2011, between Affiliated Managers Group, Inc., a Delaware corporation (the “Company”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the “Manager”). The Company confirms its agreement with the Manager, as follows:
AFFILIATED MANAGERS GROUP, INC.Underwriting Agreement • August 8th, 2012 • Affiliated Managers Group Inc • Investment advice • New York
Affiliated Managers Group, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $200,000,000 aggregate principal amount of its 6.375% Senior Notes due 2042 (the “Securities”). The Securities will be issued pursuant to a base indenture and a supplemental indenture, each to be dated as of August 8, 2012 (collectively, the “Indenture”), between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”).
JOINDER AGREEMENT July 25, 2012Affiliated Managers Group Inc • August 8th, 2012 • Investment advice • New York
Please refer to the Fifth Amended and Restated Credit Agreement dated as of November 3, 2011 (as amended or otherwise modified from time to time, the "Credit Agreement") among the Borrower, various financial institutions and Bank of America, N.A., as Administrative Agent. Capitalized terms used but not defined herein have the respective meanings set forth in the Credit Agreement.
