SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* DALTON NATHANIEL (Last) (First) (Middle) C/O AFFILIATED MANAGERS GROUP, INC. 600 HALE STREET (Street) PRIDES CROSSING MA 01965 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol AFFILIATED MANAGERS GROUP INC [ AMG ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Executive Vice President
	3. Date of Earliest Transaction (Month/Day/Year) 07/24/2003
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (Right to Buy)	$65.25	07/24/2003		A		60,000		12/31/2006(1)	07/24/2010	Common Stock	60,000	$65.25	228,875	D
Employee Stock Option (Right to Buy)	$29	07/25/2003		G(2)			20,000	12/02/2002	12/02/2009	Common Stock	20,000	$29	228,875	D

Explanation of Responses:

1. The option is exercisable in 25% increments on each of December 31, 2003, December 31, 2004, December 31, 2005 and December 31, 2006. The exercisability of this option would be accelerated upon change of control of the Company.

2. Contribution of stock options to a trust for the benefit of members of Mr. Dalton's immediate family.

	/s/ John Kingston, III, as Attorney-in-Fact	07/28/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Exhibit 24
POWER OF ATTORNEY

	NOW ALL MEN BY THESE PRESENTS, that
the undersigned hereby severally constitutes
and appoints John Kingston, III and Darrell W.
Crate, and each of them singly, with full power of
substitution and resubstitution, as the
undersigned's true and lawful attorney-in-fact with full
power and authority to them, and each of them singly, to
prepare, sign and file for the undersigned, in the
undersigned's name and capacity indicated below, any
and all filings and documents (including without limitation
any exhibits and amendments thereto) of the undersigned
or Affiliated Managers Group, Inc. pursuant to the
Securities Exchange Act of 1934, as amended (the "Act"),
including without limitation filings pursuant to
Section 16 of the Act and the rules and regulations
promulgated thereunder, and generally to do all such
things in the undersigned's name and capacity indicated
below to enable the undersigned and Affiliated
Managers Group, Inc. to comply with the provisions of
the Act and all requirements of the Securities and
Exchange Commission, hereby ratifying and confirming the
undersigned's signatures as they may be signed by said
attorneys, or any of them, or any substitute or substitutes
of any of them, on said filings, documents, exhibits
and any and all amendments thereto, and hereby ratifying
and confirming all that said attorneys, or any of them, or
any substitute or substitutes of any of them, may lawfully
do or cause to be done by virtue hereof.

	Witness my hand, this 29th day of August, 2002.


By:  /s/Nathaniel Dalton
Name:   Nathaniel Dalton
Title:  Executive Vice President