8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) July 31, 2012

Affiliated Managers Group, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

001-13459	04-3218510
(Commission File Number)	(IRS Employer Identification No.)

600 Hale Street
Prides Crossing, Massachusetts	01965
(Address of Principal Executive Offices)	(Zip Code)

(617) 747-3300

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02Results of Operations and Financial Condition.

On July 31, 2012, Affiliated Managers Group, Inc. (the “Company”) issued a press release setting forth its financial and operating results for the quarter ended June 30, 2012.  A copy of this press release is furnished as Exhibit 99.1 hereto.

ITEM 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The Board of Directors adopted an amendment to the Company’s By-laws to provide that abstentions count toward establishing a quorum, but not as votes cast on any particular matter (abstentions had previously been considered votes cast on a matter).

The Amended and Restated By-laws of the Company are filed as Exhibit 3.1 and incorporated by reference herein.

ITEM 8.01Other Events.

The financial statement tables set forth in the press release issued by the Company on July 31, 2012 are also filed as Exhibit 99.2 hereto and are incorporated by reference herein.

ITEM 9.01Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No.	Description
3.1	Amended and Restated By-laws, effective July 31, 2012.
99.1*	Earnings Press Release issued by the Company on July 31, 2012.
99.2	Earnings Press Release Financial Statement Tables.

*  This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section, nor shall it be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	AFFILIATED MANAGERS GROUP, INC.
Date: July 31, 2012	By:	/s/ John Kingston, III
		Name:	John Kingston, III
		Title:	Vice Chairman, General Counsel and Secretary

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EXHIBIT INDEX

Exhibit No.	Description
3.1	Amended and Restated By-laws, effective July 31, 2012.
99.1*	Earnings Press Release issued by the Company on July 31, 2012.
99.2	Earnings Press Release Financial Statement Tables.

*  This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section, nor shall it be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.

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EX-3.1

Exhibit 3.1

AMENDED AND RESTATED

BY-LAWS

OF

AFFILIATED MANAGERS GROUP, INC.

ARTICLE I

Stockholders

SECTION 1.  Annual Meeting.  The annual meeting of stockholders shall be held at the hour, date and place within or without the United States which is fixed by the majority of the Board of Directors, the Chairman of the Board, if one is elected, or the Chief Executive Officer, which time, date and place may subsequently be changed at any time by vote of the Board of Directors.  If no annual meeting has been held for a period of thirteen months after the Corporation’s last annual meeting of stockholders, a special meeting in lieu thereof may be held, and such special meeting shall have, for the purposes of these By-laws or otherwise, all the force and effect of an annual meeting.  Any and all references hereafter in these By-laws to an annual meeting or annual meetings also shall be deemed to refer to any special meeting(s) in lieu thereof.

SECTION 2.  Matters to be Considered at Annual Meetings.  At any annual meeting of stockholders or any special meeting in lieu of annual meeting of stockholders (the “Annual Meeting”), only such business shall be conducted, and only such proposals shall be acted upon, as shall have been properly brought before such Annual Meeting.  To be considered as properly brought before an Annual Meeting, business must be:  (a) specified in the notice of meeting, (b) otherwise properly brought before the meeting by, or at the direction of, the Board of Directors, or (c) otherwise properly brought before the meeting by any holder of record (both as of the time notice of such proposal is given by the stockholder as set forth below and as of the record date for the Annual Meeting in question) of any shares of capital stock of the Corporation entitled to vote at such Annual Meeting who complies with the requirements set forth in this Section 2.

In addition to any other applicable requirements, for business to be properly brought before an Annual Meeting by a stockholder of record of any shares of capital stock entitled to vote at such Annual Meeting, such stockholder shall: (i) give timely notice as required by this Section 2 to the Secretary of the Corporation and (ii) be present at such meeting, either in person or by a representative. For the first Annual Meeting following the initial public offering of common stock of the Corporation, a stockholder’s notice shall be timely if delivered to, or

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mailed to and received by, the Corporation at its principal executive office not later than the close of business on the later of (x) the 75th day prior to the scheduled date of such Annual Meeting or (y) the 15th day following the day on which public announcement of the date of such Annual Meeting is first made by the Corporation.  For all subsequent Annual Meetings, a stockholder’s notice shall be timely if delivered to, or mailed to and received by, the Corporation at its principal executive office not less than 75 days nor more than 120 days prior to the anniversary date of the immediately preceding Annual Meeting (the “Anniversary Date”); provided, however, that in the event the Annual Meeting is scheduled to be held on a date more than 30 days before the Anniversary Date or more than 60 days after the Anniversary Date, a stockholder’s notice shall be timely if delivered to, or mailed to and received by, the Corporation at its principal executive office not later than the close of business on the later of (1) the 75th day prior to the scheduled date of such Annual Meeting or (2) the 15th day following the day on which public announcement of the date of such Annual Meeting is first made by the Corporation.

For purposes of these By-laws, “public announcement” shall mean:  (a) disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service, (b) a report or other document filed publicly with the Securities and Exchange Commission (including, without limitation, a Form 8-K), or (c) a letter or report sent to stockholders of record of the Corporation at the time of the mailing of such letter or report.

A stockholder’s notice to the Secretary shall set forth as to each matter proposed to be brought before an Annual Meeting:  (i) a brief description of the business the stockholder desires to bring before such Annual Meeting and the reasons for conducting such business at such Annual Meeting, (ii) the name and address, as they appear on the Corporation’s stock transfer books, of the stockholder proposing such business, (iii) the class and number of shares of the Corporation’s capital stock beneficially owned by the stockholder proposing such business, (iv) the names and addresses of the beneficial owners, if any, of any capital stock of the Corporation registered in such stockholder’s name on such books, and the class and number of shares of the Corporation’s capital stock beneficially owned by such beneficial owners, (v) the names and addresses of other stockholders known by the stockholder proposing such business to support such proposal, and the class and number of shares of the Corporation’s capital stock beneficially owned by such other stockholders, and (vi) any material interest of the stockholder proposing to bring such business before such meeting (or any other stockholders known to be supporting such proposal) in such proposal.

If the Board of Directors or a designated committee thereof determines that any stockholder proposal was not made in a timely fashion in accordance with the provisions of this Section 2 or that the information provided in a stockholder’s notice does not satisfy the information requirements of this Section 2 in any material respect, such proposal shall not be presented for action at the Annual Meeting in question.  If neither the Board of Directors nor such committee makes a determination as to the validity of any stockholder proposal in the manner set forth above, the presiding officer of the Annual Meeting shall determine whether the stockholder proposal was made in accordance with the terms of this Section 2.  If the presiding officer determines that any stockholder proposal was not made in a timely fashion in accordance with the provisions of this Section 2 or that the information provided in a stockholder’s notice does not satisfy the information requirements of this Section 2 in any material respect, such

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proposal shall not be presented for action at the Annual Meeting in question.  If the Board of Directors, a designated committee thereof or the presiding officer determines that a stockholder proposal was made in accordance with the requirements of this Section 2, the presiding officer shall so declare at the Annual Meeting and ballots shall be provided for use at the meeting with respect to such proposal.

Notwithstanding the foregoing provisions of this By-Law, a stockholder shall also comply with all applicable requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder with respect to the matters set forth in this Section 2, and nothing in this Section 2 shall be deemed to affect any rights of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act.

SECTION 3.  Special Meetings.  Except as otherwise required by law and subject to the rights, if any, of the holders of any series of preferred stock, special meetings of the stockholders of the Corporation may be called only by the Board of Directors pursuant to a resolution approved by the affirmative vote of a majority of the directors then in office.

SECTION 4.  Matters to be Considered at Special Meetings.  Only those matters set forth in the notice of the special meeting may be considered or acted upon at a special meeting of stockholders of the Corporation, unless otherwise provided by law.

SECTION 5.  Notice of Meetings; Adjournments.  A written notice of each Annual Meeting stating the hour, date and place of such Annual Meeting shall be given by the Secretary or an Assistant Secretary (or other person authorized by these By-laws or by law) not less than 10 days nor more than 60 days before the Annual Meeting, to each stockholder entitled to vote thereat and to each stockholder who, by law or under the Certificate of Incorporation of the Corporation (as the same may hereafter be amended and/or restated, the “Certificate”) or under these By-laws, is entitled to such notice, by delivering such notice to him or by mailing it, postage prepaid, addressed to such stockholder at the address of such stockholder as it appears on the Corporation’s stock transfer books.  Such notice shall be deemed to be given when hand delivered to such address or deposited in the mail so addressed, with postage prepaid.

Notice of all special meetings of stockholders shall be given in the same manner as provided for Annual Meetings, except that the written notice of all special meetings shall state the purpose or purposes for which the meeting has been called.

Notice of an Annual Meeting or special meeting of stockholders need not be given to a stockholder if a written waiver of notice is signed before or after such meeting by such stockholder or if such stockholder attends such meeting, unless such attendance was for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting was not lawfully called or convened.  Neither the business to be transacted at, nor the purpose of, any Annual Meeting or special meeting of stockholders need be specified in any written waiver of notice.

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The Board of Directors may postpone and reschedule any previously scheduled Annual Meeting or special meeting of stockholders and any record date with respect thereto, regardless of whether any notice or public disclosure with respect to any such meeting has been sent or made pursuant to Section 2 of this Article I or Section 3 of Article II hereof or otherwise.  In no event shall the public announcement of an adjournment, postponement or rescheduling of any previously scheduled meeting of stockholders commence a new time period for the giving of a stockholder’s notice under Section 2 of Article I and Section 3 of Article II of these By-laws.

When any meeting is convened, the presiding officer may adjourn the meeting if (a) no quorum is present for the transaction of business, (b) the Board of Directors determines that adjournment is necessary or appropriate to enable the stockholders to consider fully information which the Board of Directors determines has not been made sufficiently or timely available to stockholders, or (c) the Board of Directors determines that adjournment is otherwise in the best interests of the Corporation.  When any Annual Meeting or special meeting of stockholders is adjourned to another hour, date or place, notice need not be given of the adjourned meeting other than an announcement at the meeting at which the adjournment is taken of the hour, date and place to which the meeting is adjourned; provided, however, that if the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given to each stockholder of record entitled to vote thereat and each stockholder who, by law or under the Certificate or these By-laws, is entitled to such notice.

SECTION 6.  Quorum.  A majority of the shares entitled to vote, present in person or represented by proxy, shall constitute a quorum at any meeting of stockholders.  If less than a quorum is present at a meeting, the holders of voting stock representing a majority of the voting power present at the meeting or the presiding officer may adjourn the meeting from time to time, and the meeting may be held as adjourned without further notice, except as provided in Section 5 of this Article I.  At such adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally noticed.  The stockholders present at a duly constituted meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

SECTION 7.  Voting and Proxies.  Stockholders shall have one vote for each share of stock entitled to vote owned by them of record according to the books of the Corporation, unless otherwise provided by law or by the Certificate.  Stockholders may vote either in person or by written proxy, but no proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period.  Proxies shall be filed with the Secretary of the meeting before being voted.  Except as otherwise limited therein or as otherwise provided by law, proxies shall entitle the persons authorized thereby to vote at any adjournment of such meeting, but they shall not be valid after final adjournment of such meeting.  A proxy with respect to stock held in the name of two or more persons shall be valid if executed by or on behalf of any one of them unless at or prior to the exercise of the proxy the Corporation receives a specific written notice to the contrary from any one of them.

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SECTION 8.  Action at Meeting.  When a quorum is present, any matter (other than a contested election of directors) before any meeting of stockholders shall be determined by a majority of votes cast on such matter, except where a larger vote is required by law, by the Certificate or by these By-laws.  For the avoidance of doubt, abstentions and broker non-votes shall count toward establishing a quorum, but shall not be considered votes cast on a matter.  In a contested election, directors shall be elected by a plurality of the votes cast.  A contested election shall be one in which there are more nominees than positions on the Board to be filled at the meeting.  The Corporation shall not directly or indirectly vote any shares of its own stock; provided, however, that the Corporation may vote shares which it holds in a fiduciary capacity to the extent permitted by law.

SECTION 9.  Stockholder Lists.  The Secretary or an Assistant Secretary (or the Corporation’s transfer agent or other person authorized by these By-laws or by law) shall prepare and make, at least 10 days before every Annual Meeting or special meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder.  Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least 10 days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held.  The list shall also be produced and kept at the hour, date and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

SECTION 10.  Presiding Officer.  The Chairman of the Board, if one is elected, or if not elected or in his or her absence, the Chief Executive Officer, shall preside at all Annual Meetings or special meetings of stockholders and shall have the power, among other things, to adjourn such meeting at any time and from time to time, subject to Sections 5 and 6 of this Article I.  The order of business and all other matters of procedure at any meeting of the stockholders shall be determined by the presiding officer.

SECTION 11.  Voting Procedures and Inspectors of Elections.  The Corporation shall, in advance of any meeting of stockholders, appoint one or more inspectors to act at the meeting and make a written report thereof.  The Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act.  If no inspector or alternate is able to act at a meeting of stockholders, the presiding officer shall appoint one or more inspectors to act at the meeting.  Any inspector may, but need not, be an officer, employee or agent of the Corporation.  Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability.  The inspectors shall perform such duties as are required by the General Corporation Law of the State of Delaware, as amended from time to time (the “DGCL”), including the counting of all votes and ballots.  The inspectors may appoint or retain other persons or entities to assist the inspectors in the performance of the duties of the inspectors.  The presiding officer may review all determinations made by the inspectors, and in so doing the presiding officer shall be entitled to exercise his or her sole judgment and discretion and he or she shall not be bound by any determinations made by the inspectors.  All determinations by the

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inspectors and, if applicable, the presiding officer, shall be subject to further review by any court of competent jurisdiction.

ARTICLE II

Directors

SECTION 1.  Powers.  The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors except as otherwise provided by the Certificate or required by law.

SECTION 2.  Number and Terms.  The number of directors of the Corporation shall be fixed by resolution duly adopted from time to time by the Board of Directors.  The directors shall hold office in the manner provided in the Certificate.

SECTION 3.  Director Nominations.  Nominations of candidates for election as directors of the Corporation at any Annual Meeting may be made only (a) by, or at the direction of, a majority of the Board of Directors or (b) by any holder of record (both as of the time notice of such nomination is given by the stockholder as set forth below and as of the record date for the Annual Meeting in question) of any shares of the capital stock of the Corporation entitled to vote at such Annual Meeting who complies with the timing, informational and other requirements set forth in this Section 3.  Any stockholder who has complied with the timing, informational and other requirements set forth in this Section 3 and who seeks to make such a nomination, or his, her or its representative, must be present in person at the Annual Meeting.  Only persons nominated in accordance with the procedures set forth in this Section 3 shall be eligible for election as directors at an Annual Meeting.

Nominations, other than those made by, or at the direction of, the Board of Directors, shall be made pursuant to timely notice in writing to the Secretary of the Corporation as set forth in this Section 3.  For the first Annual Meeting following the initial public offering of common stock of the Corporation, a stockholder’s notice shall be timely if delivered to, or mailed to and received by, the Corporation at its principal executive office not later than the close of business on the later of (i) the 75th day prior to the scheduled date of such Annual Meeting or (ii) the 15th day following the day on which public announcement of the date of such Annual Meeting is first made by the Corporation.  For all subsequent Annual Meetings, a stockholder’s notice shall be timely if delivered to, or mailed to and received by, the Corporation at its principal executive office not less than 75 days nor more than 120 days prior to the Anniversary Date; provided, however, that in the event the Annual Meeting is scheduled to be held on a date more than 30 days before the Anniversary Date or more than 60 days after the Anniversary Date, a stockholder’s notice shall be timely if delivered to, or mailed and received by, the Corporation at its principal executive office not later than the close of business on the later of (x) the 75th day prior to the scheduled date of such Annual Meeting or (y) the 15th day following the day on which public announcement of the date of such Annual Meeting is first made by the Corporation.

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A stockholder’s notice to the Secretary shall set forth as to each person whom the stockholder proposes to nominate for election or re-election as a director: (1) the name, age, business address and residence address of such person, (2) the principal occupation or employment of such person, (3) the class and number of shares of the Corporation’s capital stock which are beneficially owned by such person on the date of such stockholder notice, and (4) the consent of each nominee to serve as a director if elected.  A stockholder’s notice to the Secretary shall further set forth as to the stockholder giving such notice: (a) the name and address, as they appear on the Corporation’s stock transfer books, of such stockholder and of the beneficial owners (if any) of the Corporation’s capital stock registered in such stockholder’s name and the name and address of other stockholders known by such stockholder to be supporting such nominee(s), (b) the class and number of shares of the Corporation’s capital stock which are held of record, beneficially owned or represented by proxy by such stockholder and by any other stockholders known by such stockholder to be supporting such nominee(s) on the record date for the Annual Meeting in question (if such date shall then have been made publicly available) and on the date of such stockholder’s notice, and (c) a description of all arrangements or understandings between such stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by such stockholder.

If the Board of Directors or a designated committee thereof determines that any stockholder nomination was not made in accordance with the terms of this Section 3 or that the information provided in a stockholder’s notice does not satisfy the informational requirements of this Section 3 in any material respect, then such nomination shall not be considered at the Annual Meeting in question.  If neither the Board of Directors nor such committee makes a determination as to whether a nomination was made in accordance with the provisions of this Section 3, the presiding officer of the Annual Meeting shall determine whether a nomination was made in accordance with such provisions.  If the presiding officer determines that any stockholder nomination was not made in accordance with the terms of this Section 3 or that the information provided in a stockholder’s notice does not satisfy the informational requirements of this Section 3 in any material respect, then such nomination shall not be considered at the Annual Meeting in question.  If the Board of Directors, a designated committee thereof or the presiding officer determines that a nomination was made in accordance with the terms of this Section 3, the presiding officer shall so declare at the Annual Meeting and ballots shall be provided for use at the meeting with respect to such nominee.

Notwithstanding anything to the contrary in the second paragraph of this Section 3, in the event that the number of directors to be elected to the Board of Directors of the Corporation is increased and there is no public announcement by the Corporation naming all of the nominees for director or specifying the size of the increased Board of Directors at least 75 days prior to the Anniversary Date, a stockholder’s notice required by this Section 3 shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if such notice shall be delivered to, or mailed to and received by, the Corporation at its principal executive office not later than the close of business on the 15th day following the day on which such public announcement is first made by the Corporation.

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No person shall be elected by the stockholders as a director of the Corporation unless nominated in accordance with the procedures set forth in this Section.  Election of directors at an Annual Meeting need not be by written ballot, unless otherwise provided by the Board of Directors or presiding officer at such Annual Meeting.  If written ballots are to be used, ballots bearing the names of all the persons who have been nominated for election as directors at the Annual Meeting in accordance with the procedures set forth in this Section shall be provided for use at the Annual Meeting.

SECTION 4.  Qualification.  No director need be a stockholder of the Corporation.

SECTION 5.  Vacancies.  Subject to the rights, if any, of the holders of any series of preferred stock to elect directors and to fill vacancies in the Board of Directors relating thereto, any and all vacancies in the Board of Directors, however occurring, including, without limitation, by reason of an increase in size of the Board of Directors, or the death, resignation, disqualification or removal of a director, shall be filled solely by the affirmative vote of a majority of the remaining directors then in office, even if less than a quorum of the Board of Directors.  Any director appointed in accordance with the preceding sentence shall hold office until the next annual meeting of stockholders and until such director’s successor shall have been duly elected and qualified or until his or her earlier resignation or removal.  No decrease in the number of directors shall shorten the term of any incumbent director.  In the event of a vacancy in the Board of Directors, the remaining directors, except as otherwise provided by law, may exercise the powers of the full Board of Directors until the vacancy is filled.

SECTION 6.  Removal.  Directors may be removed from office in the manner provided in the Certificate.

SECTION 7.  Resignation.  A director may resign at any time by giving written notice to the Chairman of the Board, if one is elected, the Chief Executive Officer or the Secretary.  A resignation shall be effective upon receipt, unless the resignation or the Corporate Governance Guidelines of the Corporation otherwise provide.

SECTION 8.  Regular Meetings.  The regular annual meeting of the Board of Directors shall be held, without notice other than this Section 8, on the same date and at the same place as the Annual Meeting following the close of such meeting of stockholders.  Other regular meetings of the Board of Directors may be held at such hour, date and place as the Board of Directors may by resolution from time to time determine without notice other than such resolution.

SECTION 9.  Special Meetings.  Special meetings of the Board of Directors may be called, orally or in writing, by or at the request of a majority of the directors, the Chairman of the Board, if one is elected, or the Chief Executive Officer.  The person calling any such special meeting of the Board of Directors may fix the hour, date and place thereof.

SECTION 10.  Notice of Meetings.  Notice of the hour, date and place of all special meetings of the Board of Directors shall be given to each director by the Secretary or an Assistant Secretary, or in case of the death, absence, incapacity or refusal of such persons, by the Chairman of the Board, if one is elected, or the Chief Executive Officer or such other officer

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designated by the Chairman of the Board, if one is elected, or the Chief Executive Officer.  Notice of any special meeting of the Board of Directors shall be given to each director in person, by telephone, or by facsimile, telex, telecopy, telegram, or other written form of electronic communication, sent to his or her business or home address, at least 24 hours in advance of the meeting, or by written notice mailed to his or her business or home address, at least 48 hours in advance of the meeting.  Such notice shall be deemed to be delivered when hand delivered to such address, read to such director by telephone, deposited in the mail so addressed, with postage thereon prepaid if mailed, dispatched or transmitted if faxed, telexed or telecopied, or when delivered to the telegraph company if sent by telegram.

When any Board of Directors meeting, either regular or special, is adjourned for 30 days or more, notice of the adjourned meeting shall be given as in the case of an original meeting.  It shall not be necessary to give any notice of the hour, date or place of any meeting adjourned for less than 30 days or of the business to be transacted thereat, other than an announcement at the meeting at which such adjournment is taken of the hour, date and place to which the meeting is adjourned.

A written waiver of notice signed before or after a meeting by a director and filed with the records of the meeting shall be deemed to be equivalent to notice of the meeting.  The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because such meeting is not lawfully called or convened.  Except as otherwise required by law, by the Certificate or by these By-laws, neither the business to be transacted at, nor the purpose of, any meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

SECTION 11.  Quorum.  At any meeting of the Board of Directors, a majority of the directors then in office shall constitute a quorum for the transaction of business, but if less than a quorum is present at a meeting, a majority of the directors present may adjourn the meeting from time to time, and the meeting may be held as adjourned without further notice, except as provided in Section 10 of this Article II.  Any business which might have been transacted at the meeting as originally noticed may be transacted at such adjourned meeting at which a quorum is present.

SECTION 12.  Action at Meeting.  At any meeting of the Board of Directors at which a quorum is present, a majority of the directors present may take any action on behalf of the Board of Directors, unless otherwise required by law, by the Certificate or by these By-laws.

SECTION 13.  Action by Consent.  Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all members of the Board of Directors consent thereto in writing.  Such written consent shall be filed with the records of the meetings of the Board of Directors and shall be treated for all purposes as a vote at a meeting of the Board of Directors.

SECTION 14.  Manner of Participation.  Directors may participate in meetings of the Board of Directors by means of conference telephone or similar communications equipment by

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means of which all directors participating in the meeting can hear each other, and participation in a meeting in accordance herewith shall constitute presence in person at such meeting for purposes of these By-laws.

SECTION 15.  Committees.  The Board of Directors, by vote of a majority of the directors then in office, may elect from its number one or more committees, including, without limitation, an Executive Committee, a Compensation Committee, a Stock Option Committee and an Audit Committee, and may delegate thereto some or all of its powers except those which by law, by the Certificate or by these By-laws may not be delegated.  Except as the Board of Directors may otherwise determine, any such committee may make rules for the conduct of its business, but unless otherwise provided by the Board of Directors or in such rules, its business shall be conducted so far as possible in the same manner as is provided by these By-laws for the Board of Directors.  All members of such committees shall hold such offices at the pleasure of the Board of Directors.  The Board of Directors may abolish any such committee at any time.  Any committee to which the Board of Directors delegates any of its powers or duties shall keep records of its meetings and shall report its action to the Board of Directors.  The Board of Directors shall have power to rescind any action of any committee, to the extent permitted by law, but no such rescission shall have retroactive effect.

SECTION 16.  Compensation of Directors.  Directors shall receive such compensation for their services as shall be determined by a majority of the Board of Directors provided that directors who are serving the Corporation as employees and who receive compensation for their services as such, shall not receive any salary or other compensation for their services as directors of the Corporation.

SECTION 17.  Lead Director.  The Board has established a lead director, who will generally be the Chairman of the Nominating and Governance Committee, unless the Board determines that special circumstances warrant otherwise.  The principal responsibilities of the lead director will be determined from time to time by the Board, in consultation with the selected lead director, but are expected to include serving as a key source of communication between the independent directors and the Chief Executive Officer of the Corporation, and coordinating the agenda for and leading meetings of the independent directors.

ARTICLE III

Officers

SECTION 1.  Enumeration.  The officers of the Corporation shall consist of a Chief Executive Officer, a Treasurer, a Secretary and such other officers, including, without limitation, a Chairman of the Board of Directors, a President, a Chief Financial Officer, a Chief Operating Officer, a General Counsel and one or more Vice Presidents (including Executive Vice Presidents or Senior Vice Presidents), Assistant Vice Presidents, Assistant Treasurers and Assistant Secretaries, as the Board of Directors may determine.

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SECTION 2.  Election.  At the regular annual meeting of the Board following the Annual Meeting of stockholders, the Board of Directors shall elect the Chief Executive Officer, the Treasurer and the Secretary.  Other officers may be elected by the Board of Directors at such regular annual meeting of the Board of Directors or at any other regular or special meeting.

SECTION 3.  Qualification.  No officer need be a stockholder or a director.  Any person may occupy more than one office of the Corporation at any time.  Any officer may be required by the Board of Directors to give bond for the faithful performance of his or her duties in such amount and with such sureties as the Board of Directors may determine.

SECTION 4.  Tenure.  Except as otherwise provided by the Certificate or by these By-laws, each of the officers of the Corporation shall hold office until the regular annual meeting of the Board of Directors following the next Annual Meeting of stockholders and until his or her successor is elected and qualified or until his or her earlier resignation or removal.

SECTION 5.  Resignation.  Any officer may resign by delivering his or her written resignation to the Corporation addressed to the Chief Executive Officer or the Secretary, and such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event.

SECTION 6.  Removal.  Except as otherwise provided by law, the Board of Directors may remove any officer with or without cause by the affirmative vote of a majority of the directors then in office.

SECTION 7.  Absence or Disability.  In the event of the absence or disability of any officer, the Board of Directors may designate another officer to act temporarily in place of such absent or disabled officer.

SECTION 8.  Vacancies.  Any vacancy in any office may be filled for the unexpired portion of the term by the Board of Directors.

SECTION 9.  Chief Executive Officer.  The Chief Executive Officer shall, subject to the direction of the Board of Directors, have general supervision and control of the Corporation’s business.  If there is no Chairman of the Board or if he or she is absent, the Chief Executive Officer shall preside, when present, at all meetings of stockholders and of the Board of Directors.  The Chief Executive Officer shall have such other powers and perform such other duties as the Board of Directors may from time to time designate.

SECTION 10.  Chairman of the Board.  The Chairman of the Board, if one is elected, shall preside, when present, at all meetings of the stockholders and of the Board of Directors.  The Chairman of the Board shall have such other powers and shall perform such other duties as the Board of Directors may from time to time designate.

SECTION 11.  President.  The President, if one is elected, shall have such powers and shall perform such duties as the Board of Directors may from time to time designate.

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SECTION 12.  Vice Presidents and Assistant Vice Presidents.  Any Vice President (including any Executive Vice President or Senior Vice President) and any Assistant Vice President shall have such powers and shall perform such duties as the Board of Directors or the Chief Executive Officer may from time to time designate.

SECTION 13.  Treasurer and Assistant Treasurers.  The Treasurer shall, subject to the direction of the Board of Directors and except as the Board of Directors or the Chief Executive Officer may otherwise provide, have general charge of the financial affairs of the Corporation and shall cause to be kept accurate books of account.  The Treasurer shall have custody of all funds, securities, and valuable documents of the Corporation.  He or she shall have such other duties and powers as may be designated from time to time by the Board of Directors or the Chief Executive Officer.

Any Assistant Treasurer shall have such powers and perform such duties as the Board of Directors or the Chief Executive Officer may from time to time designate.

SECTION 14.  Secretary and Assistant Secretaries.  The Secretary shall record all the proceedings of the meetings of the stockholders and the Board of Directors (including committees of the Board) in books kept for that purpose.  In his or her absence from any such meeting, a temporary secretary chosen at the meeting shall record the proceedings thereof.  The Secretary shall have charge of the stock ledger (which may, however, be kept by any transfer or other agent of the Corporation).  The Secretary shall have custody of the seal of the Corporation, and the Secretary, or an Assistant Secretary, shall have authority to affix it to any instrument requiring it, and, when so affixed, the seal may be attested by his or her signature or that of an Assistant Secretary.  The Secretary shall have such other duties and powers as may be designated from time to time by the Board of Directors or the Chief Executive Officer.  In the absence of the Secretary, any Assistant Secretary may perform his or her duties and responsibilities.

Any Assistant Secretary shall have such powers and perform such duties as the Board of Directors or the Chief Executive Officer may from time to time designate.

SECTION 15.  Other Powers and Duties.  Subject to these By-laws and to such limitations as the Board of Directors may from time to time prescribe, the officers of the Corporation shall each have such powers and duties as generally pertain to their respective offices, as well as such powers and duties as from time to time may be conferred by the Board of Directors or the Chief Executive Officer.

ARTICLE IV

Capital Stock

SECTION 1.  Certificates of Stock.  Each stockholder shall be entitled to a certificate of the capital stock of the Corporation in such form as may from time to time be prescribed by the Board of Directors.  Such certificate shall be signed by the Chairman of the Board of Directors, the Chief Executive Officer or a Vice President and by the Treasurer or an Assistant Treasurer,

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or the Secretary or an Assistant Secretary.  The Corporation seal and the signatures by the Corporation’s officers, the transfer agent or the registrar may be facsimiles.  In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed on such certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer, transfer agent or registrar at the time of its issue.  Every certificate for shares of stock which are subject to any restriction on transfer and every certificate issued when the Corporation is authorized to issue more than one class or series of stock shall contain such legend with respect thereto as is required by law.

SECTION 2.  Transfers.  Subject to any restrictions on transfer and unless otherwise provided by the Board of Directors, shares of stock may be transferred only on the books of the Corporation by the surrender to the Corporation or its transfer agent of the certificate theretofore properly endorsed or accompanied by a written assignment or power of attorney properly executed, with transfer stamps (if necessary) affixed, and with such proof of the authenticity of signature as the Corporation or its transfer agent may reasonably require.

SECTION 3.  Record Holders.  Except as may otherwise be required by law, by the Certificate or by these By-laws, the Corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to vote with respect thereto, regardless of any transfer, pledge or other disposition of such stock, until the shares have been transferred on the books of the Corporation in accordance with the requirements of these By-laws.

It shall be the duty of each stockholder to notify the Corporation of his or her post office address and any changes thereto.

SECTION 4.  Record Date.  In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date: (a) in the case of determination of stockholders entitled to vote at any meeting of stockholders, shall, unless otherwise required by law, not be more than sixty nor less than ten days before the date of such meeting and (b) in the case of any other action, shall not be more than sixty days prior to such other action.  If no record date is fixed: (i) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held and (ii) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

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SECTION 5.  Replacement of Certificates.  In case of the alleged loss, destruction or mutilation of a certificate of stock, a duplicate certificate may be issued in place thereof, upon such terms as the Board of Directors may prescribe.

ARTICLE V

Indemnification

SECTION 1.  Definitions.  For purposes of this Article:

(a) “Director” means any person who serves or has served the Corporation as a director on the Board of Directors of the Corporation;

(b) “Officer” means any person who serves or has served the Corporation as an officer appointed by the Board of Directors of the Corporation;

(c) “Non-Officer Employee” means any person who serves or has served as an employee of the Corporation, but who is not or was not a Director or Officer;

(d) “Proceeding” means any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, inquiry, investigation, administrative hearing or other proceeding, whether civil, criminal, administrative, arbitrative or investigative;

(e) “Expenses” means all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of expert witnesses, private investigators and professional advisors (including, without limitation, accountants and investment bankers), travel expenses, duplicating costs, printing and binding costs, costs of preparation of demonstrative evidence and other courtroom presentation aids and devices, costs incurred in connection with document review, organization, imaging and computerization, telephone charges, postage, delivery service fees, and all other disbursements, costs or expenses of the type customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, settling or otherwise participating in, a Proceeding;

(f) “Corporate Status” describes the status of a person who (i) in the case of a Director, is or was a director of the Corporation and is or was acting in such capacity, (ii) in the case of an Officer, is or was an officer, employee or agent of the Corporation or is or was a director, officer, employee, trustee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which such Officer is or was serving at the request of the Corporation, and (iii) in the case of a Non-Officer Employee, is or was an employee of the Corporation or is or was a director, officer, employee, trustee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which such Non-Officer Employee is or was serving at the request of the Corporation; and

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(g) “Disinterested Director” means, with respect to each Proceeding in respect of which indemnification is sought hereunder, a Director of the Corporation who is not and was not a party to such Proceeding.

SECTION 2.  Indemnification of Directors and Officers.  Subject to the operation of Section 4 of this Article V, each Director and Officer shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment) against any and all Expenses, judgments, penalties, fines and amounts reasonably paid in settlement that are incurred by such Director or Officer or on such Director or Officer’s behalf in connection with any threatened, pending or completed Proceeding or any claim, issue or matter therein, which such Director or Officer is, or is threatened to be made, a party to or participant in by reason of such Director or Officer’s Corporate Status, if such Director or Officer acted in good faith and in a manner such Director or Officer reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful.  The rights of indemnification provided by this Section 2 shall continue as to a Director or Officer after he or she has ceased to be a Director or Officer and shall inure to the benefit of his or her heirs, executors, administrators and personal representatives.  Notwithstanding the foregoing, the Corporation shall indemnify any Director or Officer seeking indemnification in connection with a Proceeding initiated by such Director or Officer only if such Proceeding was authorized by the Board of Directors of the Corporation.

SECTION 3.  Indemnification of Non-Officer Employees.  Subject to the operation of Section 4 of this Article V, each Non-Officer Employee may, in the discretion of the Board of Directors of the Corporation, be indemnified by the Corporation to the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended, against any or all Expenses, judgments, penalties, fines and amounts reasonably paid in settlement that are incurred by such Non-Officer Employee or on such Non-Officer Employee’s behalf in connection with any threatened, pending or completed Proceeding or any claim, issue or matter therein, which such Non-Officer Employee is, or is threatened to be made, a party to or participant in by reason of such Non-Officer Employee’s Corporate Status, if such Non-Officer Employee acted in good faith and in a manner such Non-Officer Employee reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful.  The rights of indemnification provided by this Section 3 shall continue as to a Non-Officer Employee after he or she has ceased to be a Non-Officer Employee and shall inure to the benefit of his or her heirs, personal representatives, executors and administrators.  Notwithstanding the foregoing, the Corporation may indemnify any Non-Officer Employee seeking indemnification in connection with a Proceeding initiated by such Non-Officer Employee only if such Proceeding was authorized by the Board of Directors of the Corporation.

SECTION 4.  Good Faith.  No indemnification shall be provided pursuant to this Article V to a Director, to an Officer or to a Non-Officer Employee with respect to a matter as to which such person shall have been finally adjudicated in any Proceeding (i) not to have acted in good

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faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation and (ii) with respect to any criminal Proceeding, to have had reasonable cause to believe his or her conduct was unlawful.  In the event that a Proceeding is compromised or settled prior to final adjudication so as to impose any liability or obligation upon a Director, an Officer or a Non-Officer Employee, no indemnification shall be provided pursuant to this Article V to said Director, Officer or Non-Officer Employee with respect to a matter if there be a reasonable good faith determination that with respect to such matter such person did not act in good faith and in a manner such person reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal Proceeding, had no reasonable cause to believe his or her conduct was unlawful.  The determination contemplated by the preceding sentence shall be made (a) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board of Directors, (b) by a committee of Disinterested Directors designated by a majority vote of Disinterested Directors, even though less than a quorum of the Board of Directors, (c) if there are no such Disinterested Directors, or if a majority of Disinterested Directors so direct, by independent counsel in a written opinion, or (d) by the stockholders of the Corporation.

SECTION 5.  Advancement of Expenses to Directors and Officers Prior to Final Disposition.  The Corporation shall advance all Expenses incurred by or on behalf of any Director or Officer in connection with any Proceeding in which such Director or Officer is involved by reason of such Director or Officer’s Corporate Status within ten days after the receipt by the Corporation of a written statement from such Director or Officer requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding.  Such statement or statements shall reasonably evidence the Expenses incurred by such Director or Officer and shall be preceded or accompanied by an undertaking by or on behalf of such Director or Officer to repay any Expenses so advanced if it shall ultimately be determined that such Director or Officer is not entitled to be indemnified against such Expenses.

SECTION 6.  Advancement of Expenses to Non-Officer Employees Prior to Final Disposition.  The Corporation may, in the discretion of the Board of Directors of the Corporation, advance any or all Expenses incurred by or on behalf of any Non-Officer Employee in connection with any Proceeding in which such Non-Officer Employee is involved by reason of such Non-Officer Employee’s Corporate Status upon the receipt by the Corporation of a statement or statements from such Non-Officer Employee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding.  Such statement or statements shall reasonably evidence the Expenses incurred by such Non-Officer Employee and shall be preceded or accompanied by an undertaking by or on behalf of such Non-Officer Employee to repay any Expenses so advanced if it shall ultimately be determined that such Non-Officer Employee is not entitled to be indemnified against such Expenses.

SECTION 7.  Contractual Nature of Rights.  The foregoing provisions of this Article V shall be deemed to be a contract between the Corporation and each Director and Officer who serves in such capacity at any time while this Article V is in effect, and any repeal or modification thereof shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any Proceeding theretofore or thereafter brought based in whole or in part upon any such state of facts.  If a claim for indemnification or advancement of Expenses hereunder by a Director or Officer is not paid in full by the

16

Corporation within (a) 60 days after the Corporation’s receipt of a written claim for indemnification, or (b) 10 days after the Corporation’s receipt of documentation of Expenses and the required undertaking, such Director or Officer may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim, and if successful in whole or in part, such Director or Officer shall also be entitled to be paid the expenses of prosecuting such claim.  The failure of the Corporation (including its Board of Directors or any committee thereof, independent legal counsel, or stockholders) to make a determination concerning the permissibility of such indemnification or advancement of Expenses under this Article V shall not be a defense to the action and shall not create a presumption that such indemnification or advancement is not permissible.

SECTION 8.  Non-Exclusivity of Rights.  The rights to indemnification and advancement of Expenses set forth in this Article V shall not be exclusive of any other right which any Director, Officer or Non-Officer Employee may have or hereafter acquire under any statute, provision of the Corporation’s Certificate or these By-laws, agreement, vote of stockholders or Disinterested Directors or otherwise.

SECTION 9.  Insurance.  The Corporation may maintain insurance, at its expense, to protect itself and any Director, Officer or Non-Officer Employee against any liability of any character asserted against or incurred by the Corporation or any such Director, Officer or Non-Officer Employee, or arising out of any such person’s Corporate Status, whether or not the Corporation would have the power to indemnify such person against such liability under the DGCL or the provisions of this Article V.

ARTICLE VI

Miscellaneous Provisions

SECTION 1.  Fiscal Year.  Except as otherwise determined by the Board of Directors, the fiscal year of the Corporation shall end on the last day of December of each year.

SECTION 2.  Seal.  The Board of Directors shall have power to adopt and alter the seal of the Corporation.

SECTION 3.  Execution of Instruments.  All deeds, leases, transfers, contracts, bonds, notes and other obligations to be entered into by the Corporation in the ordinary course of its business without director action may be executed on behalf of the Corporation by the Chairman of the Board, if one is elected, the Chief Executive Officer or the Treasurer or any other officer, employee or agent of the Corporation as the Board of Directors or Executive Committee may authorize.

SECTION 4.  Voting of Securities.  Unless the Board of Directors otherwise provides, the Chairman of the Board, if one is elected, the Chief Executive Officer or the Treasurer may waive notice of and act on behalf of this Corporation, or appoint another person or persons to act as proxy or attorney in fact for this Corporation with or without discretionary power and/or

17

power of substitution, at any meeting of stockholders or shareholders of any other corporation or organization, any of whose securities are held by this Corporation.

SECTION 5.  Resident Agent.  The Board of Directors may appoint a resident agent upon whom legal process may be served in any action or proceeding against the Corporation.

SECTION 6.  Corporate Records.  The original or attested copies of the Certificate, By-laws and records of all meetings of the incorporators, stockholders and the Board of Directors and the stock transfer books, which shall contain the names of all stockholders, their record addresses and the amount of stock held by each, may be kept outside the State of Delaware and shall be kept at the principal office of the Corporation, at the office of its counsel or at an office of its transfer agent or at such other place or places as may be designated from time to time by the Board of Directors.

SECTION 7.  Amendment of By-laws.

(a)Amendment by Directors.  Except as provided otherwise by law, these By-laws may be amended or repealed by the Board of Directors by the affirmative vote of a majority of the directors then in office.

(b)Amendment by Stockholders.  These By-laws may be amended or repealed at any Annual Meeting of stockholders, or special meeting of stockholders called for such purpose, by the affirmative vote of at least two-thirds of the shares present in person or represented by proxy at such meeting and entitled to vote on such amendment or repeal, voting together as a single class; provided, however, that if the Board of Directors recommends that stockholders approve such amendment or repeal at such meeting of stockholders, such amendment or repeal shall only require the affirmative vote of the majority of the shares present in person or represented by proxy at such meeting and entitled to vote on such amendment or repeal, voting together as a single class.

Adopted and effective as of July 31, 2012.

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EX-99.1

Exhibit 99.1

Investor Relations:	Alexandra Lynn
	(617) 747-3300
	ir@amg.com
Media Relations:	Laura O’Brien
	(617) 747-3300
	pr@amg.com

AMG Reports Financial and Operating Results

for the Second Quarter and First Half of 2012

BOSTON, July 31, 2012 — Affiliated Managers Group, Inc. (NYSE: AMG) today reported its financial and operating results for the quarter ended June 30, 2012.

For the second quarter of 2012, Economic earnings per share (“Economic EPS”) were $1.66, compared to $1.71 for the same period of 2011, and Economic net income was $87.6 million, compared to $91.3 million for the same period of 2011.  (Economic EPS and Economic net income are defined in the attached tables.)  For the second quarter of 2012, diluted earnings per share were $0.12, compared to $0.85 for the same period of 2011, and Net income was $6.6 million, compared to $45.5 million for the same period of 2011.  AMG’s GAAP results in the quarter included a valuation adjustment of a non-amortizing intangible asset at a single Affiliate, partially offset by the valuation adjustment of AMG’s contingent payment obligations.  Excluding these non-cash adjustments, AMG’s GAAP EPS and Net income would have been $0.82 and $43.1 million, respectively.

For the second quarter of 2012, revenue was $429.6 million, compared to $462.3 million for the same period of 2011.  For the second quarter of 2012, EBITDA was $113.7 million, compared to $123.8 million for the same period of 2011.

For the six months ended June 30, 2012, Economic net income was $171.1 million, while EBITDA was $227.8 million. For the same period, Net income was $44.0 million, on revenue of $847.2 million.  Excluding the non-cash adjustments, AMG’s GAAP Net income would have been $82.9 million.  For the six months ended June 30, 2011, Economic net income was $176.3 million, while EBITDA was $242.0 million. For the same period, Net income was $84.5 million, on revenue of $888.5 million.

Net client cash flows for the second quarter of 2012 were approximately $7.1 billion. The aggregate assets under management of AMG’s affiliated investment management firms were approximately $385 billion at June 30, 2012.

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“Against the backdrop of a challenging market environment, AMG reported strong results for the second quarter, reflecting continued outstanding organic growth, ongoing investment outperformance generated by our best-in-class boutiques, and the addition of two new Affiliates, Veritable and Yacktman Asset Management,” stated Sean M. Healey, Chairman and Chief Executive Officer of AMG.  “The successful execution of our growth strategy, including our significantly increased investment in BlueMountain Capital Management, continues to enhance the earnings power of our business — and we remain focused on broadening the diversity of our earnings mix, further strengthening our strategic position in the most attractive return-oriented product areas, and partnering with the highest-quality boutique firms worldwide.”

“We have generated strong organic growth from positive client cash flows for nine consecutive quarters — including $7.1 billion in net inflows in the second quarter — which is especially notable given the muted investor risk appetite observed by the industry generally,” Mr. Healey continued.  “We continue to see increasing demand for value-added strategies from performance-oriented specialist firms, especially in global equity and alternative products, where Affiliates such as Tweedy, Browne, Harding Loevner, Genesis, AQR, and BlueMountain are recognized as leaders in their respective areas.  Given the ongoing success of our global distribution strategy, we are adding incremental resources to our platform around the world, including the hires of two senior-level marketing professionals to cover Germany and Switzerland.  Going forward, we will continue to focus on enhancing the depth and specialization of our coverage across key markets globally.”

“We were pleased to have substantially increased our investment in BlueMountain, an AMG Affiliate since 2007, and a renowned global credit alternatives manager with a world-class management team and outstanding track record of investment performance,” Mr. Healey concluded.  “This transaction further enhances our exposure to the fast-growing alternative product area.  Looking ahead, we continue to make progress in our new investments strategy across a diverse array of traditional and alternative prospects globally, including both succession-oriented transactions as well as divestitures from corporate sellers.  Given AMG’s unique competitive position and substantial financial flexibility, we are confident in our ability to build on our success from the first half of 2012 and generate additional earnings growth through accretive investments in new Affiliates.”

About Affiliated Managers Group

AMG is a global asset management company with equity investments in leading boutique investment management firms.  AMG’s innovative partnership approach allows each Affiliate’s management team to own significant equity in their firm while maintaining operational autonomy.  AMG’s strategy is to generate growth through the internal growth of existing Affiliates, as well as through investments in new Affiliates.  In addition, AMG provides centralized assistance to its Affiliates in strategic matters, marketing, distribution, product development and operations.  As of June 30, 2012, the aggregate assets under management of AMG’s Affiliates were approximately $385 billion across a broad range of investment styles, asset classes and distribution channels.  For more information, please visit the Company’s website at www.amg.com.

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Certain matters discussed in this press release may constitute forward-looking statements within the meaning of the federal securities laws.  Actual results and the timing of certain events could differ materially from those projected in or contemplated by the forward-looking statements due to a number of factors, including changes in the securities or financial markets or in general economic conditions, the availability of equity and debt financing, competition for acquisitions of interests in investment management firms, the ability to close pending investments, the investment performance of our Affiliates and their ability to effectively market their investment strategies, and other risks detailed from time to time in AMG’s filings with the Securities and Exchange Commission.  Reference is hereby made to the “Risk Factors” set forth in the Company’s Form 10-K for the year ended December 31, 2011.

AMG routinely posts information that may be significant for investors in the Investor Relations section of its website, and encourages investors to consult that section regularly.  For additional information, please visit www.amg.com.

Financial Tables Follow

A teleconference will be held with AMG’s management at 11:00 a.m. Eastern time today.  Parties interested in listening to the teleconference should dial 1-877-407-9210 (domestic calls) or 1-201-689-8049 (international calls) starting at 10:45 a.m. Eastern time.  Those wishing to listen to the teleconference should dial the appropriate number at least ten minutes before the call begins.

The teleconference will also be available for replay beginning approximately one hour after the conclusion of the call.  To hear a replay of the call, please dial 1-877-660-6853 (domestic calls) or 1-201-612-7415 (international calls) and provide account number 286 and conference ID 396869.  The live call and replay of the session, and additional financial information referenced during the teleconference, can also be accessed via the Web at http://www.amg.com/InvestorRelations/.

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Affiliated Managers Group, Inc.

Financial Highlights

(in millions, except per share data)

	Three Months		Three Months
	Ended		Ended
	6/30/11		6/30/12
Revenue	$	462.3	$	429.6
Net income (controlling interest) (A)	$	45.5	$	6.6
Economic net income (B)	$	91.3	$	87.6
EBITDA (C)	$	123.8	$	113.7
Average shares outstanding - diluted	53.4		52.7
Earnings per share - diluted (A)	$	0.85	$	0.12
Average shares outstanding - adjusted diluted (D)	53.4		52.7
Economic earnings per share (D)	$	1.71	$	1.66

	December 31, 2011		June 30, 2012
Cash and cash equivalents	$	449.5	$	311.0
Senior bank debt	$	250.0	$	445.0
Senior convertible securities (E)	$	435.6	$	442.8
Junior convertible trust preferred securities (E)	$	512.6	$	514.0
Stockholders’ equity	$	1,866.0	$	1,857.6

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4

Affiliated Managers Group, Inc.

Financial Highlights

(in millions, except per share data)

	Six Months		Six Months
	Ended		Ended
	6/30/11		6/30/12
Revenue	$	888.5	$	847.2
Net income (controlling interest) (A)	$	84.5	$	44.0
Economic net income (B)	$	176.3	$	171.1
EBITDA (C)	$	242.0	$	227.8
Average shares outstanding - diluted	53.3		52.8
Earnings per share - diluted (A)	$	1.59	$	0.83
Average shares outstanding - adjusted diluted (D)	53.3		52.8
Economic earnings per share (D)	$	3.31	$	3.24

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5

Affiliated Managers Group, Inc.

Reconciliations of Earnings Per Share Calculation

(in millions, except per share data)

	Three Months		Three Months
	Ended		Ended
	6/30/11		6/30/12
Net income (controlling interest) (A)	$	45.5	$	6.6
Convertible securities interest expense, net (F)	—		—
Net income (controlling interest), as adjusted	$	45.5	$	6.6
Average shares outstanding - diluted	53.4		52.7
Earnings per share - diluted (A)	$	0.85	$	0.12

	Six Months		Six Months
	Ended		Ended
	6/30/11		6/30/12
Net income (controlling interest) (A)	$	84.5	$	44.0
Convertible securities interest expense, net (F)	—		—
Net income (controlling interest), as adjusted	$	84.5	$	44.0
Average shares outstanding - diluted	53.3		52.8
Earnings per share - diluted (A)	$	1.59	$	0.83

(more)

6

Affiliated Managers Group, Inc.

Reconciliations of Average Shares Outstanding

(in millions)

	Three Months	Three Months
	Ended	Ended
	6/30/11	6/30/12
Average shares outstanding - diluted	53.4	52.7
Assumed issuance of 2008 Senior Convertible Notes shares	—	—
Assumed issuance of Trust Preferred shares	—	—
Dilutive impact of 2008 Senior Convertible Notes shares	—	—
Dilutive impact of Trust Preferred shares	—	—
Average shares outstanding - adjusted diluted (D)	53.4	52.7

	Six Months	Six Months
	Ended	Ended
	6/30/11	6/30/12
Average shares outstanding - diluted	53.3	52.8
Assumed issuance of 2008 Senior Convertible Notes shares	—	—
Assumed issuance of Trust Preferred shares	—	—
Dilutive impact of 2008 Senior Convertible Notes shares	—	—
Dilutive impact of Trust Preferred shares	—	—
Average shares outstanding - adjusted diluted (D)	53.3	52.8

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7

Affiliated Managers Group, Inc.

Operating Results

(in millions)

Assets Under Management

Statement of Changes - Quarter to Date

	Mutual Fund			Institutional			High Net Worth			Total
Assets under management, March 31, 2012	$	95,152		$	227,789		$	40,990		$	363,931
New investments (G)	14,773			13			13,219			28,005
Adjusted assets under management, March 31, 2012	109,925			227,802			54,209			391,936
Client cash inflows	9,111			9,578			2,458			21,147
Client cash outflows	(6,032		)	(6,122		)	(1,864		)	(14,018		)
Net client cash flows	3,079			3,456			594			7,129
Investment performance	(4,444		)	(7,076		)	(2,516		)	(14,036		)
Other (H)	(46		)	(415		)	(3		)	(464		)
Assets under management, June 30, 2012	$	108,514		$	223,767		$	52,284		$	384,565

Statement of Changes - Year to Date

	Mutual Fund			Institutional			High Net Worth			Total
Assets under management, December 31, 2011	$	85,222		$	205,658		$	36,582		$	327,462
New investments (G)	14,773			13			13,219			28,005
Client cash inflows	15,258			21,869			5,039			42,166
Client cash outflows	(10,783		)	(13,452		)	(3,717		)	(27,952		)
Net client cash flows	4,475			8,417			1,322			14,214
Investment performance	4,090			10,094			1,164			15,348
Other (H)	(46		)	(415		)	(3		)	(464		)
Assets under management, June 30, 2012	$	108,514		$	223,767		$	52,284		$	384,565

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8

Affiliated Managers Group, Inc.

Operating Results

(in millions)

Financial Results

	Three				Three
	Months				Months
	Ended			Percent	Ended		Percent
	6/30/11			of Total	6/30/12		of Total
Revenue
Mutual Fund	$	192.5		42%	$	173.3	40%
Institutional	233.9			50%	219.5		51%
High Net Worth	35.9			8%	36.8		9%
	$	462.3		100%	$	429.6	100%
EBITDA (C)
Mutual Fund	$	44.4		36%	$	36.4	32%
Institutional	80.0			64%	66.9		59%
High Net Worth	(0.6		)	0%	10.4		9%
	$	123.8		100%	$	113.7	100%

	Six			Six
	Months			Months
	Ended		Percent	Ended		Percent
	6/30/11		of Total	6/30/12		of Total
Revenue
Mutual Fund	$	376.7	42%	$	349.0	41%
Institutional	440.9		50%	426.2		50%
High Net Worth	70.9		8%	72.0		9%
	$	888.5	100%	$	847.2	100%
EBITDA (C)
Mutual Fund	$	82.9	34%	$	73.5	32%
Institutional	148.9		62%	133.8		59%
High Net Worth	10.2		4%	20.5		9%
	$	242.0	100%	$	227.8	100%

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9

Affiliated Managers Group, Inc.

Reconciliations of Performance and Liquidity Measures

(in millions)

	Three Months			Three Months
	Ended			Ended
	6/30/11			6/30/12
Net income (controlling interest) (A)	$	45.5		$	6.6
Intangible amortization and impairments	26.9			119.3
Intangible-related deferred taxes	12.9			(21.5		)
Imputed interest and contingent payment arrangements	4.4			(17.4		)
Affiliate equity expense	1.6			0.6
Economic net income (B)	$	91.3		$	87.6
Cash flow from operations	$	179.4		$	183.4
Interest expense, net of non-cash items	16.3			16.7
Current tax provision	16.4			14.3
Income from equity method investments, net of distributions	9.7			(0.3		)
Changes in assets and liabilities and other adjustments	(98.0		)	(100.4		)
EBITDA (C)	$	123.8		$	113.7
Holding company expenses	22.1			21.9
EBITDA Contribution	$	145.9		$	135.6

	Six Months			Six Months
	Ended			Ended
	6/30/11			6/30/12
Net income (controlling interest) (A)	$	84.5		$	44.0
Intangible amortization and impairments	54.0			154.2
Intangible-related deferred taxes	25.8			(11.6		)
Imputed interest and contingent payment arrangements	8.8			(16.7		)
Affiliate equity expense	3.2			1.2
Economic net income (B)	$	176.3		$	171.1
Cash flow from operations	$	307.7		$	236.0
Interest expense, net of non-cash items	33.0			33.4
Current tax provision	30.0			22.3
Income from equity method investments, net of distributions	(36.7		)	(14.4		)
Changes in assets and liabilities and other adjustments	(92.0		)	(49.5		)
EBITDA (C)	$	242.0		$	227.8
Holding company expenses	42.2			43.8
EBITDA Contribution	$	284.2		$	271.6

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10

Affiliated Managers Group, Inc.

Consolidated Statements of Income

(in millions, except per share data)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2011			2012			2011			2012
Revenue	$	462.3		$	429.6		$	888.5		$	847.2
Operating expenses:
Compensation and related expenses	196.5			188.1			376.0			369.2
Selling, general and administrative	90.6			88.8			178.1			173.8
Intangible amortization and impairments (I)	22.1			114.7			44.2			145.1
Depreciation and other amortization	3.8			3.6			7.6			7.1
Other operating expenses	9.3			9.4			17.7			18.2
	322.3			404.6			623.6			713.4
Operating income	140.0			25.0			264.9			133.8
Non-operating (income) and expenses:
Investment and other (income) loss	6.1			(3.0		)	(2.6		)	(13.4		)
Income from equity method investments	(20.1		)	(13.4		)	(30.3		)	(27.9		)
Interest expense	18.1			18.5			37.4			37.1
Imputed interest expense and contingent payment arrangements (J)	8.3			(40.0		)	16.6			(42.5		)
	12.4			(37.9		)	21.1			(46.7		)
Income before income taxes	127.6			62.9			243.8			180.5
Income taxes (K)	26.6			2.0			53.4			26.6
Net income	101.0			60.9			190.4			153.9
Net income (non-controlling interests)	(55.5		)	(54.3		)	(105.9		)	(109.9		)
Net income (controlling interest) (A)	$	45.5		$	6.6		$	84.5		$	44.0
Average shares outstanding - basic	52.1			51.4			51.9			51.5
Average shares outstanding - diluted	53.4			52.7			53.3			52.8
Earnings per share - basic	$	0.87		$	0.13		$	1.63		$	0.85
Earnings per share - diluted (A)	$	0.85		$	0.12		$	1.59		$	0.83

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11

Affiliated Managers Group, Inc.

Consolidated Balance Sheets

(in millions)

	December 31,			June 30,
	2011			2012
Assets
Current assets:
Cash and cash equivalents	$	449.5		$	311.0
Investment advisory fees receivable	214.9			248.5
Investments in marketable securities	100.4			105.6
Unsettled fund share receivables	34.5			43.7
Prepaid expenses and other current assets	77.1			66.7
Total current assets	876.4			775.5
Fixed assets, net	69.1			70.9
Equity investments in Affiliates	615.8			587.3
Acquired client relationships, net	1,321.1			1,631.2
Goodwill	2,117.3			2,342.0
Other assets	219.2			207.8
Total assets	$	5,218.9		$	5,614.7
Liabilities and Equity
Current liabilities:
Accounts payable and accrued liabilities	$	343.6		$	267.7
Unsettled fund share payables	40.8			46.8
Payables to related party	33.2			15.8
Total current liabilities	417.6			330.3
Senior bank debt	250.0			445.0
Senior convertible securities (E)	435.6			442.8
Junior convertible trust preferred securities (E)	512.6			514.0
Deferred income taxes	506.0			502.8
Other long-term liabilities	145.7			160.7
Total liabilities	2,267.5			2,395.6
Redeemable non-controlling interests	451.8			481.9
Equity:
Common stock	0.5			0.5
Additional paid-in capital	927.5			898.5
Accumulated other comprehensive income	50.0			50.1
Retained earnings	1,176.7			1,220.7
	2,154.7			2,169.8
Less treasury stock, at cost	(288.7		)	(312.2		)
Total stockholders’ equity	1,866.0			1,857.6
Non-controlling interests	633.6			879.6
Total equity	2,499.6			2,737.2
Total liabilities and equity	$	5,218.9		$	5,614.7

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12

Affiliated Managers Group, Inc.

Consolidated Statements of Cash Flow

(in millions)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2011			2012			2011			2012
Cash flow from operating activities:
Net income	$	101.0		$	60.9		$	190.4		$	153.9
Adjustments to reconcile Net income to net cash flow from operating activities:
Intangible amortization and impairments	22.1			114.7			44.2			145.1
Amortization of issuance costs	1.8			1.8			4.4			3.7
Depreciation and other amortization	3.8			3.6			7.6			7.1
Deferred income tax provision	7.4			(15.5		)	17.0			(2.0		)
Imputed interest expense and contingent payment arrangements	8.3			(40.0		)	16.6			(42.5		)
Income from equity method investments, net of amortization	(20.1		)	(13.4		)	(30.3		)	(27.9		)
Distributions received from equity method investments	18.6			21.8			83.5			58.6
Tax benefit from exercise of stock options	—			0.3			0.8			0.7
Share-based compensation	5.9			7.9			12.0			16.1
Affiliate equity expense	3.7			4.9			7.2			7.1
Other adjustments	12.9			5.4			10.5			(0.6		)
Changes in assets and liabilities:
Increase in investment advisory fees receivable	(21.8		)	(11.2		)	(18.8		)	(23.7		)
(Increase) decrease in prepaids and other current assets	(0.6		)	—			(3.0		)	(9.1		)
Increase in other assets	(0.7		)	(0.4		)	(2.3		)	(0.9		)
(Increase) decrease in unsettled fund shares receivable	12.0			35.5			(48.7		)	(9.7		)
Increase (decrease) in unsettled fund shares payable	(22.9		)	(35.3		)	31.5			6.3
Increase (decrease) in accounts payable, accrued liabilities and other long-term liabilities	48.0			42.4			(14.9		)	(46.2		)
Cash flow from operating activities	179.4			183.4			307.7			236.0
Cash flow used in investing activities:
Investments in Affiliates	—			(405.3		)	(13.3		)	(405.3		)
Purchase of fixed assets	(2.7		)	(3.7		)	(4.4		)	(5.0		)
Purchase of investment securities	(2.4		)	(1.6		)	(9.0		)	(11.1		)
Sale of investment securities	—			14.6			10.3			27.5
Cash flow used in investing activities	(5.1		)	(396.0		)	(16.4		)	(393.9		)
Cash flow from (used in) financing activities:
Borrowings of senior bank debt	110.0			195.0			110.0			195.0
Repayments of senior bank debt	(155.0		)	—			(275.0		)	—
Issuance of common stock	5.7			7.3			20.9			22.4
Repurchase of common stock	—			(28.2		)	—			(60.9		)
Issuance costs	—			—			(7.7		)	—
Excess tax benefit from exercise of stock options	—			1.3			4.9			4.8
Settlement of treasury lock	—			—			4.0			—
Note payments	(72.5		)	(0.2		)	(72.2		)	(0.5		)
Distributions to non-controlling interests	(12.4		)	(37.6		)	(81.0		)	(119.6		)
Affiliate equity issuances and repurchases	8.0			(6.1		)	0.1			(23.0		)
Cash flow from (used in) financing activities	(116.2		)	131.5			(296.0		)	18.2
Effect of foreign exchange rate changes on cash and cash equivalents	0.3			(1.6		)	2.6			1.2
Net increase (decrease) in cash and cash equivalents	58.4			(82.7		)	(2.1		)	(138.5		)
Cash and cash equivalents at beginning of period	252.8			393.7			313.3			449.5
Cash and cash equivalents at end of period	$	311.2		$	311.0		$	311.2		$	311.0

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13

Affiliated Managers Group, Inc.

Notes

(in millions, except per share data)

(A)Excluding the valuation adjustments described further in Notes I and J, Net income (controlling interest) and Earnings per share - diluted would have been $43.1 and $0.82, respectively, for the three months ended June 30, 2012, and $82.9 and $1.57, respectively, for the six months ended June 30, 2012.

(B)Under our Economic net income definition, we add to Net income (controlling interest) amortization (including equity method amortization and reductions in the carrying value of our intangible assets), deferred taxes related to intangible assets, non-cash imputed interest expense (principally related to the accounting for convertible securities and contingent payment arrangements) and Affiliate equity expense. We consider Economic net income an important measure of our financial performance, as we believe it best represents operating performance before non-cash expenses relating to the acquisition of interests in our affiliated investment management firms, and it is therefore employed as our principal performance benchmark. This non-GAAP performance measure is provided in addition to, but not as a substitute for, Net income; Economic net income is not a liquidity measure, and should not be used in place of liquidity measures calculated under GAAP.

We add back amortization attributable to and reductions in the carrying value of acquired client relationships because this expense does not correspond to the changes in the value of these assets, which do not diminish predictably over time. The portion of deferred taxes generally attributable to intangible assets (including goodwill) that are no longer amortized but continue to generate tax deductions is added back because we believe it is unlikely these accruals will be used to settle material tax obligations. We add back non-cash expenses relating to certain transfers of equity between Affiliate management partners when these transfers have no dilutive effect to shareholders.

(C)EBITDA is defined as earnings before interest expense, income taxes, depreciation and amortization. This supplemental non-GAAP liquidity measure is provided in addition to, but not as a substitute for, cash flow from operations. As a measure of liquidity, we believe EBITDA is useful as an indicator of our ability to service debt, make new investments and meet working capital requirements. EBITDA, as calculated by us, may not be consistent with computations of EBITDA by other companies. In reporting EBITDA by segment, Affiliate expenses are allocated to a particular segment on a pro rata basis with respect to the revenue generated by that Affiliate in such segment.

(D)Economic earnings per share represents Economic net income divided by the adjusted diluted average shares outstanding. In this calculation, the potential share issuance in connection with our convertible securities is measured using a “treasury stock” method. Under this method, only the net number of shares of common stock equal to the value of the contingently convertible securities and the junior convertible trust preferred securities in excess of par, if any, are deemed to be outstanding. We believe the inclusion of net shares under a treasury stock method best reflects the benefit of the increase in available capital resources (which could be used to repurchase shares of common stock) that occurs when these securities are converted and we are relieved of our debt obligation. This method does not take into account any increase or decrease in our cost of capital in an assumed conversion. Economic earnings per share is not a liquidity measure, and should not be used in place of liquidity measures calculated under GAAP.

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14

(E)We have bifurcated our convertible debt securities into their debt and equity components on our balance sheet. The principal amount at maturity of the senior convertible notes due 2038 was $460.0 at December 31, 2011 and June 30, 2012.  The principal amount at maturity of the junior convertible trust preferred securities was $730.8 at December 31, 2011 and June 30, 2012, comprised of $300.0 due 2036 and $430.8 due 2037.

(F)Convertible securities interest expense, net, includes the interest expense, net of tax, associated with our dilutive convertible securities.

(G)In the second quarter of 2012, we completed investments in Yacktman Asset Management Co. and Veritable, LP. Our presentation of assets under management activity is proforma assuming these investments closed on March 31, 2012.

(H)Other includes assets under management attributable to Affiliate product transitions, new investment client transitions and transfers of our interests in certain Affiliated investment management firms, the financial effects of which are not material to our ongoing results.

(I)In the first and second quarters of 2012, we reduced the carrying value of certain of our indefinite-lived intangible assets and, accordingly, recorded pre-tax expenses of $8.7 and $93.5, respectively.

(J)In the first and second quarters of 2012, we reduced our current estimate of our potential contingent payment obligations and, accordingly, recorded pre-tax gains of $9.9 and $47.4, respectively, (of which $5.0 and $34.6 were attributable to the controlling interest).

(K)Our consolidated income tax provision includes taxes attributable to the controlling interest, and to a lesser extent, taxes attributable to non-controlling interests, as follows:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2011			2012			2011			2012
Current income taxes	$	16.4		$	14.3		$	30.0		$	22.3
Intangible-related deferred taxes	12.9			(21.5		)	25.8			(11.6		)
Other deferred taxes	(5.0		)	3.3			(7.8		)	6.2
Taxes attributable to controlling interest	24.3			(3.9		)	48.0			16.9
Taxes attributable to non-controlling interests	2.3			5.9			5.4			9.7
Total income taxes	$	26.6		$	2.0		$	53.4		$	26.6
Income before taxes (controlling interest)	$	69.8		$	2.7		$	132.5		$	60.9
Effective tax rate*	34.8		%	n.m.			36.2		%	27.8		%

*  Taxes attributable to controlling interests divided by controlling interest share of the consolidated income before taxes (n.m. - not meaningful).

15

EX-99.2

Exhibit 99.2

Affiliated Managers Group, Inc.

Financial Highlights

(in millions, except per share data)

	Three Months		Three Months
	Ended		Ended
	6/30/11		6/30/12
Revenue	$	462.3	$	429.6
Net income (controlling interest) (A)	$	45.5	$	6.6
Economic net income (B)	$	91.3	$	87.6
EBITDA (C)	$	123.8	$	113.7
Average shares outstanding - diluted	53.4		52.7
Earnings per share - diluted (A)	$	0.85	$	0.12
Average shares outstanding - adjusted diluted (D)	53.4		52.7
Economic earnings per share (D)	$	1.71	$	1.66

	December 31, 2011		June 30, 2012
Cash and cash equivalents	$	449.5	$	311.0
Senior bank debt	$	250.0	$	445.0
Senior convertible securities (E)	$	435.6	$	442.8
Junior convertible trust preferred securities (E)	$	512.6	$	514.0
Stockholders’ equity	$	1,866.0	$	1,857.6

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1

Affiliated Managers Group, Inc.

Financial Highlights

(in millions, except per share data)

	Six Months		Six Months
	Ended		Ended
	6/30/11		6/30/12
Revenue	$	888.5	$	847.2
Net income (controlling interest) (A)	$	84.5	$	44.0
Economic net income (B)	$	176.3	$	171.1
EBITDA (C)	$	242.0	$	227.8
Average shares outstanding - diluted	53.3		52.8
Earnings per share - diluted (A)	$	1.59	$	0.83
Average shares outstanding - adjusted diluted (D)	53.3		52.8
Economic earnings per share (D)	$	3.31	$	3.24

(more)

2

Affiliated Managers Group, Inc.

Reconciliations of Earnings Per Share Calculation

(in millions, except per share data)

	Three Months		Three Months
	Ended		Ended
	6/30/11		6/30/12
Net income (controlling interest) (A)	$	45.5	$	6.6
Convertible securities interest expense, net (F)	—		—
Net income (controlling interest), as adjusted	$	45.5	$	6.6
Average shares outstanding - diluted	53.4		52.7
Earnings per share - diluted (A)	$	0.85	$	0.12

	Six Months		Six Months
	Ended		Ended
	6/30/11		6/30/12
Net income (controlling interest) (A)	$	84.5	$	44.0
Convertible securities interest expense, net (F)	—		—
Net income (controlling interest), as adjusted	$	84.5	$	44.0
Average shares outstanding - diluted	53.3		52.8
Earnings per share - diluted (A)	$	1.59	$	0.83

(more)

3

Affiliated Managers Group, Inc.

Reconciliations of Average Shares Outstanding

(in millions)

	Three Months	Three Months
	Ended	Ended
	6/30/11	6/30/12
Average shares outstanding - diluted	53.4	52.7
Assumed issuance of 2008 Senior Convertible Notes shares	—	—
Assumed issuance of Trust Preferred shares	—	—
Dilutive impact of 2008 Senior Convertible Notes shares	—	—
Dilutive impact of Trust Preferred shares	—	—
Average shares outstanding - adjusted diluted (D)	53.4	52.7

	Six Months	Six Months
	Ended	Ended
	6/30/11	6/30/12
Average shares outstanding - diluted	53.3	52.8
Assumed issuance of 2008 Senior Convertible Notes shares	—	—
Assumed issuance of Trust Preferred shares	—	—
Dilutive impact of 2008 Senior Convertible Notes shares	—	—
Dilutive impact of Trust Preferred shares	—	—
Average shares outstanding - adjusted diluted (D)	53.3	52.8

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4

Affiliated Managers Group, Inc.

Operating Results

(in millions)

Assets Under Management

Statement of Changes - Quarter to Date

	Mutual Fund			Institutional			High Net Worth			Total
Assets under management, March 31, 2012	$	95,152		$	227,789		$	40,990		$	363,931
New investments (G)	14,773			13			13,219			28,005
Adjusted assets under management, March 31, 2012	109,925			227,802			54,209			391,936
Client cash inflows	9,111			9,578			2,458			21,147
Client cash outflows	(6,032		)	(6,122		)	(1,864		)	(14,018		)
Net client cash flows	3,079			3,456			594			7,129
Investment performance	(4,444		)	(7,076		)	(2,516		)	(14,036		)
Other (H)	(46		)	(415		)	(3		)	(464		)
Assets under management, June 30, 2012	$	108,514		$	223,767		$	52,284		$	384,565

Statement of Changes - Year to Date

	Mutual Fund			Institutional			High Net Worth			Total
Assets under management, December 31, 2011	$	85,222		$	205,658		$	36,582		$	327,462
New investments (G)	14,773			13			13,219			28,005
Client cash inflows	15,258			21,869			5,039			42,166
Client cash outflows	(10,783		)	(13,452		)	(3,717		)	(27,952		)
Net client cash flows	4,475			8,417			1,322			14,214
Investment performance	4,090			10,094			1,164			15,348
Other (H)	(46		)	(415		)	(3		)	(464		)
Assets under management, June 30, 2012	$	108,514		$	223,767		$	52,284		$	384,565

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5

Affiliated Managers Group, Inc.

Operating Results

(in millions)

Financial Results

	Three				Three
	Months				Months
	Ended			Percent	Ended		Percent
	6/30/11			of Total	6/30/12		of Total
Revenue
Mutual Fund	$	192.5		42%	$	173.3	40%
Institutional	233.9			50%	219.5		51%
High Net Worth	35.9			8%	36.8		9%
	$	462.3		100%	$	429.6	100%
EBITDA (C)
Mutual Fund	$	44.4		36%	$	36.4	32%
Institutional	80.0			64%	66.9		59%
High Net Worth	(0.6		)	0%	10.4		9%
	$	123.8		100%	$	113.7	100%

	Six			Six
	Months			Months
	Ended		Percent	Ended		Percent
	6/30/11		of Total	6/30/12		of Total
Revenue
Mutual Fund	$	376.7	42%	$	349.0	41%
Institutional	440.9		50%	426.2		50%
High Net Worth	70.9		8%	72.0		9%
	$	888.5	100%	$	847.2	100%
EBITDA (C)
Mutual Fund	$	82.9	34%	$	73.5	32%
Institutional	148.9		62%	133.8		59%
High Net Worth	10.2		4%	20.5		9%
	$	242.0	100%	$	227.8	100%

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Affiliated Managers Group, Inc.

Reconciliations of Performance and Liquidity Measures

(in millions)

	Three Months			Three Months
	Ended			Ended
	6/30/11			6/30/12
Net income (controlling interest) (A)	$	45.5		$	6.6
Intangible amortization and impairments	26.9			119.3
Intangible-related deferred taxes	12.9			(21.5		)
Imputed interest and contingent payment arrangements	4.4			(17.4		)
Affiliate equity expense	1.6			0.6
Economic net income (B)	$	91.3		$	87.6
Cash flow from operations	$	179.4		$	183.4
Interest expense, net of non-cash items	16.3			16.7
Current tax provision	16.4			14.3
Income from equity method investments, net of distributions	9.7			(0.3		)
Changes in assets and liabilities and other adjustments	(98.0		)	(100.4		)
EBITDA (C)	$	123.8		$	113.7
Holding company expenses	22.1			21.9
EBITDA Contribution	$	145.9		$	135.6

	Six Months			Six Months
	Ended			Ended
	6/30/11			6/30/12
Net income (controlling interest) (A)	$	84.5		$	44.0
Intangible amortization and impairments	54.0			154.2
Intangible-related deferred taxes	25.8			(11.6		)
Imputed interest and contingent payment arrangements	8.8			(16.7		)
Affiliate equity expense	3.2			1.2
Economic net income (B)	$	176.3		$	171.1
Cash flow from operations	$	307.7		$	236.0
Interest expense, net of non-cash items	33.0			33.4
Current tax provision	30.0			22.3
Income from equity method investments, net of distributions	(36.7		)	(14.4		)
Changes in assets and liabilities and other adjustments	(92.0		)	(49.5		)
EBITDA (C)	$	242.0		$	227.8
Holding company expenses	42.2			43.8
EBITDA Contribution	$	284.2		$	271.6

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Affiliated Managers Group, Inc.

Consolidated Statements of Income

(in millions, except per share data)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2011			2012			2011			2012
Revenue	$	462.3		$	429.6		$	888.5		$	847.2
Operating expenses:
Compensation and related expenses	196.5			188.1			376.0			369.2
Selling, general and administrative	90.6			88.8			178.1			173.8
Intangible amortization and impairments (I)	22.1			114.7			44.2			145.1
Depreciation and other amortization	3.8			3.6			7.6			7.1
Other operating expenses	9.3			9.4			17.7			18.2
	322.3			404.6			623.6			713.4
Operating income	140.0			25.0			264.9			133.8
Non-operating (income) and expenses:
Investment and other (income) loss	6.1			(3.0		)	(2.6		)	(13.4		)
Income from equity method investments	(20.1		)	(13.4		)	(30.3		)	(27.9		)
Interest expense	18.1			18.5			37.4			37.1
Imputed interest expense and contingent payment arrangements (J)	8.3			(40.0		)	16.6			(42.5		)
	12.4			(37.9		)	21.1			(46.7		)
Income before income taxes	127.6			62.9			243.8			180.5
Income taxes (K)	26.6			2.0			53.4			26.6
Net income	101.0			60.9			190.4			153.9
Net income (non-controlling interests)	(55.5		)	(54.3		)	(105.9		)	(109.9		)
Net income (controlling interest) (A)	$	45.5		$	6.6		$	84.5		$	44.0
Average shares outstanding - basic	52.1			51.4			51.9			51.5
Average shares outstanding - diluted	53.4			52.7			53.3			52.8
Earnings per share - basic	$	0.87		$	0.13		$	1.63		$	0.85
Earnings per share - diluted (A)	$	0.85		$	0.12		$	1.59		$	0.83

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8

Affiliated Managers Group, Inc.

Consolidated Balance Sheets

(in millions)

	December 31,			June 30,
	2011			2012
Assets
Current assets:
Cash and cash equivalents	$	449.5		$	311.0
Investment advisory fees receivable	214.9			248.5
Investments in marketable securities	100.4			105.6
Unsettled fund share receivables	34.5			43.7
Prepaid expenses and other current assets	77.1			66.7
Total current assets	876.4			775.5
Fixed assets, net	69.1			70.9
Equity investments in Affiliates	615.8			587.3
Acquired client relationships, net	1,321.1			1,631.2
Goodwill	2,117.3			2,342.0
Other assets	219.2			207.8
Total assets	$	5,218.9		$	5,614.7
Liabilities and Equity
Current liabilities:
Accounts payable and accrued liabilities	$	343.6		$	267.7
Unsettled fund share payables	40.8			46.8
Payables to related party	33.2			15.8
Total current liabilities	417.6			330.3
Senior bank debt	250.0			445.0
Senior convertible securities (E)	435.6			442.8
Junior convertible trust preferred securities (E)	512.6			514.0
Deferred income taxes	506.0			502.8
Other long-term liabilities	145.7			160.7
Total liabilities	2,267.5			2,395.6
Redeemable non-controlling interests	451.8			481.9
Equity:
Common stock	0.5			0.5
Additional paid-in capital	927.5			898.5
Accumulated other comprehensive income	50.0			50.1
Retained earnings	1,176.7			1,220.7
	2,154.7			2,169.8
Less treasury stock, at cost	(288.7		)	(312.2		)
Total stockholders’ equity	1,866.0			1,857.6
Non-controlling interests	633.6			879.6
Total equity	2,499.6			2,737.2
Total liabilities and equity	$	5,218.9		$	5,614.7

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9

Affiliated Managers Group, Inc.

Consolidated Statements of Cash Flow

(in millions)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2011			2012			2011			2012
Cash flow from operating activities:
Net income	$	101.0		$	60.9		$	190.4		$	153.9
Adjustments to reconcile Net income to net cash flow from operating activities:
Intangible amortization and impairments	22.1			114.7			44.2			145.1
Amortization of issuance costs	1.8			1.8			4.4			3.7
Depreciation and other amortization	3.8			3.6			7.6			7.1
Deferred income tax provision	7.4			(15.5		)	17.0			(2.0		)
Imputed interest expense and contingent payment arrangements	8.3			(40.0		)	16.6			(42.5		)
Income from equity method investments, net of amortization	(20.1		)	(13.4		)	(30.3		)	(27.9		)
Distributions received from equity method investments	18.6			21.8			83.5			58.6
Tax benefit from exercise of stock options	—			0.3			0.8			0.7
Share-based compensation	5.9			7.9			12.0			16.1
Affiliate equity expense	3.7			4.9			7.2			7.1
Other adjustments	12.9			5.4			10.5			(0.6		)
Changes in assets and liabilities:
Increase in investment advisory fees receivable	(21.8		)	(11.2		)	(18.8		)	(23.7		)
(Increase) decrease in prepaids and other current assets	(0.6		)	—			(3.0		)	(9.1		)
Increase in other assets	(0.7		)	(0.4		)	(2.3		)	(0.9		)
(Increase) decrease in unsettled fund shares receivable	12.0			35.5			(48.7		)	(9.7		)
Increase (decrease) in unsettled fund shares payable	(22.9		)	(35.3		)	31.5			6.3
Increase (decrease) in accounts payable, accrued liabilities and other long-term liabilities	48.0			42.4			(14.9		)	(46.2		)
Cash flow from operating activities	179.4			183.4			307.7			236.0
Cash flow used in investing activities:
Investments in Affiliates	—			(405.3		)	(13.3		)	(405.3		)
Purchase of fixed assets	(2.7		)	(3.7		)	(4.4		)	(5.0		)
Purchase of investment securities	(2.4		)	(1.6		)	(9.0		)	(11.1		)
Sale of investment securities	—			14.6			10.3			27.5
Cash flow used in investing activities	(5.1		)	(396.0		)	(16.4		)	(393.9		)
Cash flow from (used in) financing activities:
Borrowings of senior bank debt	110.0			195.0			110.0			195.0
Repayments of senior bank debt	(155.0		)	—			(275.0		)	—
Issuance of common stock	5.7			7.3			20.9			22.4
Repurchase of common stock	—			(28.2		)	—			(60.9		)
Issuance costs	—			—			(7.7		)	—
Excess tax benefit from exercise of stock options	—			1.3			4.9			4.8
Settlement of treasury lock	—			—			4.0			—
Note payments	(72.5		)	(0.2		)	(72.2		)	(0.5		)
Distributions to non-controlling interests	(12.4		)	(37.6		)	(81.0		)	(119.6		)
Affiliate equity issuances and repurchases	8.0			(6.1		)	0.1			(23.0		)
Cash flow from (used in) financing activities	(116.2		)	131.5			(296.0		)	18.2
Effect of foreign exchange rate changes on cash and cash equivalents	0.3			(1.6		)	2.6			1.2
Net increase (decrease) in cash and cash equivalents	58.4			(82.7		)	(2.1		)	(138.5		)
Cash and cash equivalents at beginning of period	252.8			393.7			313.3			449.5
Cash and cash equivalents at end of period	$	311.2		$	311.0		$	311.2		$	311.0

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10

Affiliated Managers Group, Inc.

Notes

(in millions, except per share data)

(A)Excluding the valuation adjustments described further in Notes I and J, Net income (controlling interest) and Earnings per share - diluted would have been $43.1 and $0.82, respectively, for the three months ended June 30, 2012, and $82.9 and $1.57, respectively, for the six months ended June 30, 2012.

(B)Under our Economic net income definition, we add to Net income (controlling interest) amortization (including equity method amortization and reductions in the carrying value of our intangible assets), deferred taxes related to intangible assets, non-cash imputed interest expense (principally related to the accounting for convertible securities and contingent payment arrangements) and Affiliate equity expense. We consider Economic net income an important measure of our financial performance, as we believe it best represents operating performance before non-cash expenses relating to the acquisition of interests in our affiliated investment management firms, and it is therefore employed as our principal performance benchmark. This non-GAAP performance measure is provided in addition to, but not as a substitute for, Net income; Economic net income is not a liquidity measure, and should not be used in place of liquidity measures calculated under GAAP.

We add back amortization attributable to and reductions in the carrying value of acquired client relationships because this expense does not correspond to the changes in the value of these assets, which do not diminish predictably over time. The portion of deferred taxes generally attributable to intangible assets (including goodwill) that are no longer amortized but continue to generate tax deductions is added back because we believe it is unlikely these accruals will be used to settle material tax obligations. We add back non-cash expenses relating to certain transfers of equity between Affiliate management partners when these transfers have no dilutive effect to shareholders.

(C)EBITDA is defined as earnings before interest expense, income taxes, depreciation and amortization. This supplemental non-GAAP liquidity measure is provided in addition to, but not as a substitute for, cash flow from operations. As a measure of liquidity, we believe EBITDA is useful as an indicator of our ability to service debt, make new investments and meet working capital requirements. EBITDA, as calculated by us, may not be consistent with computations of EBITDA by other companies. In reporting EBITDA by segment, Affiliate expenses are allocated to a particular segment on a pro rata basis with respect to the revenue generated by that Affiliate in such segment.

(D)Economic earnings per share represents Economic net income divided by the adjusted diluted average shares outstanding. In this calculation, the potential share issuance in connection with our convertible securities is measured using a “treasury stock” method. Under this method, only the net number of shares of common stock equal to the value of the contingently convertible securities and the junior convertible trust preferred securities in excess of par, if any, are deemed to be outstanding. We believe the inclusion of net shares under a treasury stock method best reflects the benefit of the increase in available capital resources (which could be used to repurchase shares of common stock) that occurs when these securities are converted and we are relieved of our debt obligation. This method does not take into account any increase or decrease in our cost of capital in an assumed conversion. Economic earnings per share is not a liquidity measure, and should not be used in place of liquidity measures calculated under GAAP.

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(E)We have bifurcated our convertible debt securities into their debt and equity components on our balance sheet. The principal amount at maturity of the senior convertible notes due 2038 was $460.0 at December 31, 2011 and June 30, 2012.  The principal amount at maturity of the junior convertible trust preferred securities was $730.8 at December 31, 2011 and June 30, 2012, comprised of $300.0 due 2036 and $430.8 due 2037.

(F)Convertible securities interest expense, net, includes the interest expense, net of tax, associated with our dilutive convertible securities.

(G)In the second quarter of 2012, we completed investments in Yacktman Asset Management Co. and Veritable, LP. Our presentation of assets under management activity is proforma assuming these investments closed on March 31, 2012.

(H)Other includes assets under management attributable to Affiliate product transitions, new investment client transitions and transfers of our interests in certain Affiliated investment management firms, the financial effects of which are not material to our ongoing results.

(I)In the first and second quarters of 2012, we reduced the carrying value of certain of our indefinite-lived intangible assets and, accordingly, recorded pre-tax expenses of $8.7 and $93.5, respectively.

(J)In the first and second quarters of 2012, we reduced our current estimate of our potential contingent payment obligations and, accordingly, recorded pre-tax gains of $9.9 and $47.4, respectively, (of which $5.0 and $34.6 were attributable to the controlling interest).

(K)Our consolidated income tax provision includes taxes attributable to the controlling interest, and to a lesser extent, taxes attributable to non-controlling interests, as follows:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2011			2012			2011			2012
Current income taxes	$	16.4		$	14.3		$	30.0		$	22.3
Intangible-related deferred taxes	12.9			(21.5		)	25.8			(11.6		)
Other deferred taxes	(5.0		)	3.3			(7.8		)	6.2
Taxes attributable to controlling interest	24.3			(3.9		)	48.0			16.9
Taxes attributable to non-controlling interests	2.3			5.9			5.4			9.7
Total income taxes	$	26.6		$	2.0		$	53.4		$	26.6
Income before taxes (controlling interest)	$	69.8		$	2.7		$	132.5		$	60.9
Effective tax rate*	34.8		%	n.m.			36.2		%	27.8		%

*  Taxes attributable to controlling interests divided by controlling interest share of the consolidated income before taxes (n.m. - not meaningful).

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