AMG Capital Trust II 5.15% Convertible Trust Preferred Securities due 10/15/2037 ($50 issue)

These shares were sold by AMG Capital Trust and the debentures, maturing on 10/15/2037 are the sole asset of the trust. The dividends of these trust preferred shares are NOT qualified for preferential tax treatment. The shares are convertible at anytime, at the option of the owner, into .25 common shares of Affiliated Managers Group (AMG). On or after 10/16/2012, if the price of the common shares exceeds 130% of the conversion price ($200/share) for 20 of 30 consecutive days the company may, at their option, force conversion of the preferred shares. Given that the common shares are trading around $65 on 5/5/2020 it is highly unlikely that the company will ever be able to force conversion.

Distributions (other than contingent distributions) may be deferred for up to 20 consecutive quarterly periods, but not beyond the maturity date of the junior subordinated convertible debentures held by the trust. The junior subordinated convertible debentures will mature on October 15, 2037.