Exhibit
10.48





EXECUTION
COPY




ASTON
ASSET MANAGEMENT, LP




AMENDED
AND RESTATED


LIMITED
PARTNERSHIP AGREEMENT




DATED
AS OF DECEMBER 12, 2009







TABLE OF
CONTENTS




PageARTICLE
      IDEFINITIONSSection
      1.1
                    Definitions
                    1ARTICLE
      IIORGANIZATION
      AND GENERAL PROVISIONSSection
      2.1
                    Conversion
                    1Section
      2.2
                    Organization
                    2Section
      2.3
                    Name
                    2Section
      2.4
                    Term
                    2Section
      2.5
                    Registered
      Agent and Registered Office
                    2Section
      2.6
                    Principal
      Place of Business
                    2Section
      2.7
                    Qualification
      in Other Jurisdictions
                    2Section
      2.8
                    Purposes
      and Powers
                    3Section
      2.9
                    Title
      to Property
                    3ARTICLE
      IIIMANAGEMENTSection
      3.1
                    General
                    3Section
      3.2
                    Management
      Committee
                    4Section
      3.3
                    Officers
                    7Section
      3.4
                    Employees
                    8Section
      3.5
                    Operation
      of the Business
                    9Section
      3.6
                    Compensation
      and Expenses
                    14Section
      3.7
                    Other
      Business of the General Partner and its Affiliates
                    15Section
      3.8
                    Employment
      Agreements, Partner Non-Competition Agreements and Partner
      Non-Solicitation Agreements
                    15ARTICLE
      IVCAPITAL
      CONTRIBUTIONS AND CAPITAL ACCOUNTS; ALLOCATIONS AND
      DISTRIBUTIONSSection
      4.1
                    Capital
      Contributions
                    16Section
      4.2
                    Capital
      Accounts; Allocations
                    16Section
      4.3
                    Distributions
                    22


i





Section
      4.4
                    Distributions
      upon Dissolution; Establishment of a Reserve Upon
    Dissolution
                    25Section
      4.5
                    Proceeds
      from Capital Contributions and the Sale of Securities; Certain Special
      Allocations
                    26Section
      4.6
                    Tax
      Allocation
                    28Section
      4.7
                    Other
      Allocation Provisions
                    28Section
      4.8
                    Withholding
                    28ARTICLE
      VCONVERSION
      AND PUTS/CALLS OF PARTNERSHIP POINTSSection
      5.1
                    Conversion
                    29Section
      5.2
                    Section
      5.2 Put/Call Events
                    30Section
      5.3
                    Scheduled
      Puts
                    34Section
      5.4
                    Accelerated
      Put
                    37Section
      5.5
                    Miscellaneous
                    38ARTICLE
      VIPARTNER
      TRANSFERS, ADMISSIONS AND WITHDRAWALSSection
      6.1
                    Transferability
      of Interests by Limited Partners
                    39Section
      6.2
                    Transferability
      of Interests by the General Partner
                    41Section
      6.3
                    Substitute
      Limited Partners
                    42Section
      6.4
                    Resignation,
      Redemptions and Withdrawals
                    43Section
      6.5
                    Issuance
      of Additional Partnership Interests
                    43Section
      6.6
                    Additional
      Requirements for Transfer or Issuance
                    44Section
      6.7
                    Registration
      of Partnership Interests
                    45Section
      6.8
                    Representations
      and Warranties
                    45Section
      6.9
                    Certain
      Fundamental Transactions
                    45ARTICLE
      VIIDISSOLUTION
      AND TERMINATIONSection
      7.1
                    No
      Dissolution Upon Admissions or Withdrawals
                    46Section
      7.2
                    Events
      of Dissolution
                    46Section
      7.3
                    Liquidation
                    46Section
      7.4
                    Termination
                    46Section
      7.5
                    Claims
      of the Partners
                    46ARTICLE
      VIIIRECORDS
      AND REPORTSSection
      8.1
                    Books
      and Records
                    47Section
      8.2
                    Accounting
                    47


ii





Section
      8.3
                  Financial
      and Compliance Reports
                  47Section
      8.4
                  Meetings
                  48Section
      8.5
                  Tax
      Matters
                  49ARTICLE
      IXEXCULPATION
      AND INDEMNIFICATIONSection
      9.1
                  Liability
                  49Section
      9.2
                  Exculpation
                  49Section
      9.3
                  Fiduciary
      Duty
                  50Section
      9.4
                  Indemnification
                  51Section
      9.5
                  Notice;
      Opportunity to Defend and Expenses
                  51Section
      9.6
                  Miscellaneous
                  52ARTICLE
      XMISCELLANEOUSSection
      10.1
                  Notices
                  52Section
      10.2
                  Successors
      and Assigns
                  53Section
      10.3
                  Amendments
                  53Section
      10.4
                  No
      Partition
                  54Section
      10.5
                  No
      Waiver; Cumulative Remedies
                  54Section
      10.6
                  Dispute
      Resolution
                  55Section
      10.7
                  Interpretation
                  56Section
      10.8
                  Prior
      Agreements Superseded
                  56Section
      10.9
                  Counterparts
                  56Section
      10.10
                  Applicable
      Law; Jurisdiction
                  56Section
      10.11
                  Severability
                  57Section
      10.12
                  Creditors
                  57Section
      10.13
                  Exhibits
      and Schedules
                  57Section
      10.14
                  Additional
      Documents and Acts
                  58Section
      10.15
                  Guaranty
      of AMG
                  58





EXHIBITS:Exhibit
      A
                  DefinitionsExhibit
      B
                  Form
      of Promissory NoteSCHEDULES:Schedule
      A
                  Partners,
      Employee Equityholders, Partnership Points and Capital
      AccountsSchedule
      B
                  Management
      Committee MembersSchedule
      C
                  Certain
      ExpensesSchedule
      D
                  Accelerated
      Put Amounts


iii




ASTON
ASSET MANAGEMENT, LP




AMENDED
AND RESTATED


LIMITED
PARTNERSHIP AGREEMENT




This
Amended and Restated Limited Partnership Agreement (the “Agreement”) of Aston
Asset Management, LP (the “Partnership”) is made
and entered into as of December 12, 2009, to become effective as of (and subject
to the occurrence of) the Effective Time, by and among the Initial Partners, and
any additional Persons admitted to the Partnership following the Effective Time
pursuant to the provisions of this Agreement.




WHEREAS,
Aston Asset Management LLC, a Delaware limited liability company (“Aston LLC”), intends
to convert into a Delaware limited partnership by the name of Aston Asset
Management, LP (the “Partnership”)
effective as of immediately prior to the Effective Time; and




WHEREAS,
the Partners desire to operate the Partnership as a limited partnership under
the Act following the Effective Time, and to amend and restate the Existing LLC
Agreement in its entirety as herein set forth.




NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, and in consideration of the mutual covenants
hereinafter set forth, the parties hereby agree as follows:




ARTICLE
I




DEFINITIONS




Section
1.1         Definitions. Capitalized
terms used in this Agreement (including the Exhibits and Schedules hereto) but
not defined in the body hereof are defined in Exhibit
A.




ARTICLE
II




ORGANIZATION AND GENERAL
PROVISIONS




Section
2.1         Conversion.




(a)           Immediately
prior to the Effective Time and the filing of the Certificate of Conversion, the
Certificate of Partnership and the statement of partnership existence with the
Secretary of State of the State of Delaware, Aston LLC will convert from a
Delaware limited liability company into a Delaware limited partnership and will
be renamed “Aston Asset Management, LP” pursuant to Title 6, Section 18-216 of
the Delaware Limited Liability Company Act and Title 6, Section 15-901 of the
Delaware Revised Uniform Partnership Act (the “LLC
Conversion”).




(b)           In
connection with the LLC Conversion, the Member (as defined in the Existing LLC
Agreement) of Aston LLC will authorize the LLC Conversion, the terms of this
Agreement and the execution and filing of any agreements, instruments,
certificates and other documents necessary or appropriate to effect such LLC
Conversion, including the filing of a statement of partnership existence, the
Certificate of Conversion and the Certificate of Partnership.




1




Section
2.2         Organization.




(a)           The
Partners agree to operate the Partnership as a limited partnership under and
pursuant to the provisions of the Act, and agree that the rights, duties and
liabilities of the Partners shall be as provided in the Act, except as otherwise
provided in this Agreement.  The Existing LLC Agreement is amended and
restated in its entirety by this Agreement, effective as of immediately prior to
the Effective Time.




(b)           The
name, identity of any related Employee Equityholder, Partnership Points and
Capital Account balance of each Partner shall be set forth on Schedule A attached
hereto.  The General Partner shall update Schedule A as it
deems necessary or desirable to update the information to be contained
therein.  Any amendment or revision to Schedule A shall not
be deemed an amendment to this Agreement.  Any reference in this
Agreement to Schedule
A shall be deemed to be a reference to Schedule A as amended
and in effect from time to time.




(c)           The
General Partner, as an authorized person within the meaning of the Act, shall
execute, deliver and file any certificates required or permitted by the Act to
be filed in the office of the Secretary of State of the State of
Delaware.




Section
2.3         Name .  The
name of the Partnership is Aston Asset Management, LP.  The Limited
Partners, acting by a Majority Limited Partner Vote and with the prior written
consent of the General Partner, may change the name of the
Partnership.  The business of the Partnership (and its Controlled
Affiliates) may be conducted under any other name designated by the Management
Committee with the prior written consent of the General Partner.




Section
2.4         Term .  The
term of the Partnership continued as of the date the Certificate of Partnership
was filed in the Office of the Secretary of State of the State of Delaware and
shall continue until the Partnership is dissolved in accordance with the
provisions of this Agreement.




Section
2.5         Registered Agent and
Registered Office .  The
Partnership’s registered agent and registered office in Delaware shall be
Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New
Castle County, Delaware 19808.  At any time, the General Partner may
designate another registered agent and/or registered office.




Section
2.6         Principal Place of
Business .  The
principal place of business of the Partnership (and its Controlled Affiliates)
shall be at 120 North LaSalle Street, 25th Floor,
Chicago, Illinois 60601.  The Management Committee (with the prior
written consent of the General Partner) may change the location of the
Partnership’s (or any Controlled Affiliate’s) principal place of
business.




Section
2.7         Qualification in Other
Jurisdictions .  The
General Partner may cause the Partnership (and its Controlled Affiliates) to be
qualified or registered (under assumed or fictitious names if necessary) in any
jurisdiction in which such qualification or registration is
required.




2




Section
2.8         Purposes and
Powers .  The
principal business activity and purpose of the Partnership (and its Controlled
Affiliates) shall be to engage in the provision of Investment Management
Services.  However, the business and purpose of the Partnership (and
its Controlled Affiliates) shall not be limited to such initial principal
business activity to the extent (but only to the extent) that the Management
Committee and the General Partner otherwise agree in advance in writing, and in
such event, the Partnership (and its Controlled Affiliates) shall have authority
to engage in any other lawful business, purpose or activity permitted by the
Act.  The Partnership shall possess and may exercise (subject to the
other provisions of this Agreement) all of the powers and privileges granted by
the Act, together with any powers incidental thereto, including such powers or
privileges that are necessary or convenient to the conduct, promotion or
attainment of the business purposes or activities of the
Partnership.




Section
2.9         Title to
Property .  All
property owned by the Partnership, real or personal, tangible or intangible,
shall be deemed to be owned by the Partnership as an entity, and no Partner,
individually, shall have any ownership of such property.




ARTICLE
III




MANAGEMENT




Section
3.1         General.




(a)           The
management and control of the business of the Partnership (and its Controlled
Affiliates) shall be vested exclusively in the General Partner, and the General
Partner shall have exclusive power and authority, in the name of and on behalf
of the Partnership (and its Controlled Affiliates), to enter into, execute,
amend, supplement, acknowledge and deliver any and all contracts, agreements,
leases or other instruments for the operation of the Partnership’s (and its
Controlled Affiliates’) business and to perform all acts and do all things which
it deems necessary or desirable to conduct the business of the Partnership (and
its Controlled Affiliates), or to protect and preserve the Partnership’s (and
its Controlled Affiliates’) assets, with or without the vote or consent of the
other Partners; provided, however, that the
General Partner shall not have the power to make investment recommendations to
clients on behalf of the Partnership (or its Controlled Affiliates), to execute
(or cause the execution of) transactions in, or exercise any powers or
privileges with respect to, securities and other instruments in accounts of
clients of the Partnership (or its Controlled Affiliates), which powers and
privileges are delegated exclusively to the Management Committee pursuant to
Section 3.2(a) hereof.  The General Partner may delegate any or all of
the foregoing powers to one or more of the Officers (including through
delegation to the Management Committee).




(b)           Partners
shall have no right to amend or terminate this Agreement or to appoint, select,
vote for or remove the General Partner, the Officers or their agents or to
exercise voting rights or call a meeting of the Partners, except as specifically
provided in this Agreement.  No Partner other than the General Partner
shall have the power to sign for or bind the Partnership in its capacity as a
Partner, but the General Partner may delegate the power to sign for or bind the
Partnership to one or more Officers (including through delegation to the
Management Committee).




3




(c)           The
General Partner is required to be a Partner, and shall hold office until its
resignation in accordance with the provisions hereof.  The General
Partner is the “general partner” (within the meaning of the Act) of the
Partnership.  The General Partner shall devote such time to the
business and affairs of the Partnership as it deems necessary for the
performance of its duties, but in any event, shall not be required to devote
full time to the performance of such duties, and may delegate its duties and
responsibilities as provided in Section 3.2(a).




(d)           Any
action taken by the General Partner, and the signature of the General Partner
(or an authorized representative thereof) on any agreement, contract, instrument
or other document on behalf of the Partnership, shall be sufficient to bind the
Partnership and shall conclusively evidence the authority of the General Partner
and the Partnership with respect thereto.  Any Person dealing with the
Partnership, the General Partner or any Partner may rely upon a certificate
signed by the General Partner as to (i) the identity of the General Partner or
any other Partner; (ii) any factual matters relevant to the affairs of the
Partnership; (iii) the Persons who are authorized to execute and deliver any
document on behalf of the Partnership; or (iv) any action taken or omitted by
the Partnership or the General Partner.




Section
3.2         Management
Committee.




(a)          General.  The
Partnership shall have a Management Committee (the “Management
Committee”) which shall have the power and authority delegated to it
hereunder by the General Partner, which power and authority may be further
delegated to the Officers of the Partnership from time to time in accordance
with Section 3.3(b).  Subject to the General Partner’s non-delegable
rights, duties and obligations set forth in the Act and such other limitations
elsewhere in this Agreement, the Management Committee is hereby delegated to the
greatest extent permitted by applicable law the exclusive power and authority
from the General Partner to execute transactions in, and to exercise all rights,
powers and privileges and make investment recommendations and decisions with
respect to, securities and other instruments in accounts of clients, and to
manage the day to day operations, business and activities of the Partnership,
including, without limitation, the power and authority, in the name of and on
behalf of the Partnership, to: (i) determine the use of the Operating Allocation
as set forth in Section 3.5(a); (ii) execute such documents and do such acts as
are necessary to register (or provide or qualify for exemptions from any such
registrations) or qualify the Partnership (or its Controlled Affiliates) as an
investment adviser under applicable federal and state laws; (iii) enter into
contracts and other agreements with respect to the provision of Investment
Management Services and execute other instruments, documents or reports on
behalf of the Partnership (and its Controlled Affiliates) in connection
therewith; (iv) enter into contracts, agreements and commitments with respect to
the operation of the business of the Partnership (and its Controlled Affiliates)
as are consistent with the provisions of this Agreement and the Act; and (v) act
for and on behalf of the Partnership (and its Controlled Affiliates) in all
matters incidental to the foregoing and other day-to-day matters.




(b)          Composition.  The
Management Committee shall initially have three (3) members and consist of the
individuals set forth on Schedule
B.  The number of members of the Management Committee may be
increased or decreased by the Management Committee with the prior written
consent of the General Partner.  Unless the General Partner shall
otherwise consent in writing, no person who is not both an active employee of
the Partnership (or any Controlled Affiliate) and an Employee Equityholder (an
“Eligible
Person”) may be, become or remain a member of the Management Committee
(subject to Section 3.2(d) below).  The Chief Executive Officer of the
Partnership (or its Controlled Affiliates) shall serve on the Management
Committee for so long as such individual remains the Chief Executive
Officer.  Members of the Management Committee are not “general
partners” (within the meaning of the Act) of the Partnership.




4




(c)          Meetings.  At
any meeting of the Management Committee, the presence in person or by telephone
(or other electronic means) of at least two members of the Management Committee
(which shall at least include the Chief Executive Officer) shall constitute a
quorum.  If a quorum is not obtained at any meeting as a result of the
absence of a member of the Management Committee who is not the Chief Executive
Officer, then the quorum requirement for the next following Management Committee
meeting shall be satisfied by the presence of the Chief Executive Officer. At
any meeting of the Management Committee at which a quorum is present, the member
or members, as the case may be, may act by majority consent (excluding the vote
of a member affected by such determination in certain cases as provided herein,
and except to the extent a different standard is expressly provided elsewhere
herein with respect to a particular matter) and may take any action on behalf of
the Management Committee (any such action taken by such member(s) of the
Management Committee (and, in the event of a tie, the General Partner, as
described below) is sometimes referred to herein as a “Committee
Vote”).  Each member of the Management Committee, other than
the Chief Executive Officer, shall be entitled to cast one (1) vote on any
action requiring the approval of the Management Committee.  The Chief
Executive Officer shall be entitled to cast two (2) votes on any action
requiring the approval of the Management Committee. In the event of a tie (e.g.,
the Chief Executive Officer votes differently than the other two members of the
Management Committee), the General Partner shall be entitled to cast one vote,
which shall be the deciding vote. Any action required or permitted to be taken
at any meeting of the Management Committee may be taken without a meeting of the
Management Committee only if (i) a written consent thereto is signed by the
member(s) of the Management Committee necessary for a Committee Vote and (ii)
the General Partner and each member of the Management Committee has been given a
copy of such written consent not less than forty-eight (48) hours prior to such
action (or such shorter period as to which the General Partner has consented in
writing).  Notice of the time, date and place of any meeting of the
Management Committee shall be given to all members of the Management Committee
and the General Partner at least forty-eight (48) hours in advance of the
meeting (or such shorter period as to which the General Partner has consented in
writing); provided, that such
notice need not be given to any member of the Management Committee or the
General Partner if a waiver of notice is given (orally or in writing) by such
member of the Management Committee or the General Partner (as applicable),
before, at or after such meeting.  A representative of the General
Partner shall be entitled to attend each meeting of the Management
Committee.




(d)          Resignation; Removal;
Succession Plan.




(i)
            Members
      of the Management Committee shall remain members until their resignation,
      removal or death.  Any member of the Management Committee may
      resign by delivering his or her written resignation to the Management
      Committee and the General Partner.  Any member of the Management
      Committee may be removed from such position: (i) For Cause or other than
      For Cause, by the Management Committee acting by a Committee Vote (with
      such Committee Vote being calculated for all purposes as if the member of
      the Management Committee whose removal is being considered were not a
      member of the Management Committee) and with the prior written consent of
      the General Partner; (ii) For Cause or other than For Cause, by the
      Limited Partners acting by a Majority Limited Partner Vote and with the
      prior written consent of the General Partner; or (iii) For Cause by the
      General Partner, with notice to the Management Committee specifying the
      reasons for the decision.  Any Employee Equityholder who is a
      member of the Management Committee shall be deemed to have resigned from
      the Management Committee immediately upon any Employment Termination Event
      or otherwise ceasing to be an Employee Equityholder for any
      reason.




5




(ii)
            Following
      the Effective Time (and in any event within three (3) years thereafter),
      the current Chief Executive Officer shall use reasonable best efforts to
      identify an appropriate Eligible Person or other individual to succeed to
      the duties of Chief Executive Officer and (if not already a member of the
      Management Committee) to be added as a member of the Management Committee
      upon the termination of the Chief Executive Officer’s employment by the
      Partnership (and its Controlled Affiliates) (a “Successor
      CEO”), such Successor CEO to be subject to the prior written
      approval of the General Partner (and each of the Partners (including in
      their capacity as members of the Management Committee, as applicable)
      hereby agrees to vote their Partnership Points or take any action
      necessary to cause such Successor CEO to be appointed Chief Executive
      Officer and added to the Management Committee on the date of the current
      Chief Executive Officer’s termination of employment).  In the
      event that the employment of the Chief Executive Officer is terminated for
      any reason prior to such identification and approval of a Successor CEO,
      the General Partner shall identify and appoint the Successor CEO. If the
      Successor CEO identified and appointed by the General Partner had not, at
      the time of appointment, been an employee of the Partnership for at least
      one year prior to his appointment, he shall be deemed an “Outside
      CEO”.




(e)          Vacancies.  Any
vacancy in the Management Committee, however occurring (including a vacancy
resulting from an increase in the size of the Management Committee), may be
filled by any Eligible Person elected by a majority vote of all Partners holding
Partnership Points (with each Partnership Point being counted equally in such
vote) and with the prior written consent of the General Partner.  In
lieu of any such vacancy being filled, the Management Committee may determine to
reduce the size of the Management Committee in accordance with Section
3.2(b).  Subject to Section 3.2(d)(ii) in connection with a
vacancy  resulting from the departure of the Chief Executive Officer,
any election to fill a vacancy in the Management Committee: (i) each Limited
Partner hereby grants to the Management Committee (acting by a Committee Vote) a
revocable proxy to vote the Partnership Points held by such Limited Partner in
connection with any such election, and such proxy may only be revoked by written
notice from such Limited Partner to the Management Committee and the General
Partner, which written notice must expressly reference this Section 3.2(e); and
(ii) the General Partner hereby grants to the Management Committee (acting by a
Committee Vote) a revocable proxy to vote the Partnership Points held by the
General Partner in connection with any such election, and such proxy may only be
revoked in compliance with this Section 3.2(e).




6




(f)          Special General Partner
Rights.  Notwithstanding any other provisions of this Agreement
to the contrary, the General Partner shall have full power and authority at any
time in its sole discretion (and without the consent or approval of the
Management Committee or the Limited Partners) to: (i) increase the number of
members of the Management Committee and fill the vacancies created by any such
increase with one or more other Employee Equityholders or any other Persons
selected by the General Partner, and/or (ii) revoke the proxy granted by the
General Partner to the Management Committee in Section 3.2(e); provided, that any
such increase and/or proxy revocation may only be effected by written notice
from the General Partner to the Management Committee, which written notice must
expressly reference this Section 3.2(f).




Section
3.3         Officers.




(a)          Designation.  Subject
to Section 3.2(d)(ii), the Management Committee may designate employees of the
Partnership as officers of the Partnership (“Officers”) as it
deems necessary or desirable to carry on the business of the Partnership; provided that any
designation of (i) a Chief Executive Officer of the Partnership (or its
Controlled Affiliates) (or any officer having similar responsibilities to those
customarily held by a Chief Executive Officer), or (ii) a Chief Investment
Officer of the Partnership (or its Controlled Affiliates) or with respect to any
particular product or service (or any officer having similar responsibilities to
those customarily held by a Chief Investment Officer), in either such case shall
require the prior written consent of the General Partner.  Any two or
more offices may be held by the same person.  New offices may be
created and filled by the Management Committee.  Each Officer shall
hold office until his or her successor is designated in accordance with this
Section 3.3(a), or until his or her earlier death, resignation or
removal.  The Officers are not “general partners” (within the meaning
of the Act) of the Partnership.




(b)          Delegation of
Powers.  The Management Committee may delegate any of its power
or authority to an Officer or Officers, subject to subsequent modification and
withdrawal of such delegated power and authority by the Management Committee,
and in each case subject to the prior written consent of the General Partner
with respect to any delegations, modifications or withdrawals involving a Chief
Executive Officer, Chief Investment Officer or similar Officer described in
Section 3.3(a).




(c)          Resignation;
Removal.  Any Officer may resign by delivering his or her
written resignation to the Management Committee and shall be deemed to have
resigned immediately upon ceasing to be an active employee of the Partnership
(or any of its Controlled Affiliates) for any reason.  Any Officer may
be removed from his or her office (with or without a concurrent termination of
employment) at any time: (i) For Cause or other than For Cause by the Management
Committee acting by a Committee Vote (with such Committee Vote being calculated
for all purposes as if such Officer whose removal is being considered were not a
member of the Management Committee, if he or she is a member thereof); or (ii)
For Cause by the General Partner, with notice to the Management Committee
specifying the reasons for the decision.




7




(d)          Vacancies.  A
vacancy in any office occurring because of death, resignation, removal or
otherwise may be filled by the Management Committee in accordance with Section
3.3(a).  Any designation of Officers, a description of any duties
delegated to such Officers and any removal of such Officers by the Management
Committee, shall be approved by the Management Committee in writing, which
approval shall be delivered to the General Partner.




Section
3.4         Employees.




(a)          Employees Other than
Employee Equityholders.  The decision to employ and the terms
of employment of any employee of the Partnership (or its Controlled Affiliates)
who is not an Employee Equityholder shall be determined by the Management
Committee subject to compliance with all applicable laws, rules and regulations
and with the provisions of Section 3.5 hereof.  Notwithstanding the
foregoing, the General Partner may terminate the employment by the Partnership
(or its Controlled Affiliates) of any employee who has engaged in any activity
included in the definition of “For Cause” with notice to the Management
Committee specifying the reasons for such decision.




(b)          Employee
Equityholders.  Any Employee Equityholder may have his or her
employment with the Partnership terminated by the Partnership only: (i) in the
case of a termination For Cause, either (A) by the General Partner (with notice
to the Management Committee specifying the reasons for such decision); or (B) by
the Management Committee  acting by a Committee Vote (with such
Committee Vote being calculated for all purposes as if such Employee
Equityholder whose removal is being considered were not a member of the
Management Committee, if he or she is a member thereof), with the prior written
consent of the General Partner; or (ii) in the case of any other termination, by
the Management Committee acting by a Committee Vote (with such Committee Vote
being calculated for all purposes as if such Employee Equityholder whose removal
is being considered were not a member of the Management Committee, if he or she
is a member thereof),with
the prior written consent of the General Partner.




(c)          Resignation of Other
Positions; Transition Matters.  Upon an Employment Termination
Event of any Employee Equityholder who serves as a director, trustee, manager or
member of the investment (or similar) committee of (or in any similar capacity
for) any client, such Employee Equityholder shall automatically be deemed to
have resigned from each such position (and shall execute any documents
reasonably requested by the Management Committee or the General Partner in
connection therewith) unless otherwise requested in writing by the Management
Committee and the General Partner to remain in such position (provided that no such
Employee Equityholder shall be obligated to remain in any such position
following such Employment Termination Event except to the extent that he or she
has agreed to do so).  Each Employee Equityholder agrees that, in
connection with an Employment Termination Event (or anticipated future
termination), such Employee Equityholder will use reasonable best efforts to
transition to other employees of the Partnership (and its Controlled Affiliates)
(as determined by the Management Committee or the General Partner) all
relationships with clients in which such Employee Equityholder has a material
role (with the intent that such relationships are transitioned to continuing
employees of the Partnership (and its Controlled Affiliates) by the time of such
termination and retained following such Employee Equityholder’s departure from
employment), and will cooperate in good faith with all reasonable requests of
the Management Committee and/or the General Partner in connection
therewith.




8




Section
3.5         Operation of the
Business.




(a)         Operating
Allocation.  The Operating Allocation for any period shall be
used to provide for and pay the Partnership’s (and its Controlled Affiliates’)
expenses, obligations, expenditures and other costs, including, without
limitation, the following: (i) all capital expenditures and capital
contributions made by the Partnership (or its Controlled Affiliates) during such
period, except to the extent that Owners’ Allocation has been retained therefor
as an Owners’ Allocation Expenditure; (ii) the satisfaction of any net worth,
working capital, regulatory capital or similar requirements imposed by
applicable laws and regulations in connection with the businesses conducted and
registrations held by the Partnership (and its Controlled Affiliates) or
otherwise reasonably necessary in connection with the conduct of the businesses
of the Partnership (and its Controlled Affiliates); and (iii) compensation
(including non-cash compensation) and benefits payable to employees (including
the Officers and Employee Equityholders), and at the discretion of the
Management Committee, establishing reserves for such future
payments.




Without
the prior written consent of the General Partner (which written consent makes
specific reference to this Section 3.5(a)), the Partnership shall not (nor shall
its Controlled Affiliates) incur (and the Employee Equityholders shall use their
reasonable best efforts to prevent the Partnership (and its Controlled
Affiliates) from incurring) any expenses, obligations, expenditures or other
costs, or take any action to incur any expenses, obligations, expenditures or
other costs, which expenses, obligations, expenditures and other costs in the
aggregate exceed the ability of the Partnership to pay or provide for them out
of the Operating Allocation on a current or previously reserved
basis.




The
Partnership (and its Controlled Affiliates) shall only make payments of
compensation (including bonuses) to employees of the Partnership (or its
Controlled Affiliates) (including the Officers and the Employee Equityholders)
out of the balance of the Operating Allocation remaining after the payment (or
reservation for payment) of all the other expenses, obligations, expenditures
and other costs for the applicable period (including, without limitation, all
deductions for non-cash expenses) from the Operating Allocation.  Any
excess Operating Allocation remaining for any fiscal year following the payment
(or reservation for payment) of all such expenses, obligations, expenditures and
other costs (including any such amount established as a reserve in a prior
period that is reasonably determined by the Management Committee to have been in
excess of what was necessary for such reserve) may be used by the Partnership in
such fiscal year and/or in future fiscal years in accordance with this Section
3.5(a).




The
Owners’ Allocation shall in no event be used to provide for or pay the expenses,
obligations, expenditures or other costs of the Partnership (or its Controlled
Affiliates), except to the extent expressly permitted by the penultimate
paragraph of Section 4.3(a) or as otherwise agreed to in writing by the General
Partner and the Management Committee (any such permitted use of the Owners’
Allocation, an “Owners’ Allocation
Expenditure”).




9




(b)          Certain General Partner
Consent Rights.  In addition to the General Partner’s consent
and approval rights set forth elsewhere in this Agreement, the Partnership shall
not (nor shall its Controlled Affiliates) do or commit to do (or otherwise
permit to occur), and the Employee Equityholders shall use their reasonable best
efforts to prevent the Partnership (and its Controlled Affiliates) from doing or
committing to do (or permitting to occur), any of the following without the
prior written consent of the General Partner (which written consent makes
specific reference to this Section 3.5(b)):




(i)
            Enter
      into, amend, modify or terminate any contract, agreement or understanding
      (written or oral) if such action or the resulting contract, agreement or
      understanding would reasonably be expected to conflict with any of the
      provisions of this Section 3.5;




(ii)
            Enter
      into, amend, modify or terminate any contract, agreement or understanding
      (written or oral) if such action or the resulting contract, agreement or
      understanding would reasonably be expected to have a material adverse
      impact on the availability of the Operating Allocation in future periods
      (including, without limitation, long term leases or employment
      contracts);




(iii)
            Enter
      into, amend, modify or terminate any contract, agreement or understanding
      (written or oral) if such action or the resulting contract, agreement or
      understanding has the effect of creating a Lien upon (A) any of the assets
      of the Partnership (or its Controlled Affiliates) (other than Purchase
      Money Liens) or (B) any portion of the Owners’
  Allocation;




(iv)
            Take
      any action (or omit to take any action) if such action (or omission) would
      reasonably be expected to result in the termination of the employment by
      the Partnership (or its Controlled Affiliates) of any Employee
      Equityholder, member of the Management Committee, Officer or employee who
      is a party to an Employment Agreement (provided that
      this Section 3.5(b)(iv) shall not require the Partnership to pay
      additional compensation to retain the services of any such
      employee);




(v)
            Create,
      incur, assume, or suffer to exist any
  Indebtedness;




(vi)
            Establish
      or modify any compensation plan, arrangement or program (whether involving
      cash and/or non-cash benefits, and whether written or oral) (A) which (I)
      is subject to ERISA, (II) requires qualification under the Code, (III)
      involves the deferral of compensation and/or any “phantom equity” or
      similar features, and/or (IV) otherwise requires the General Partner
      (other than in its capacity as General Partner) or any of its Affiliates
      to take any action which it would not take but for the establishment or
      modification of such compensation plan, arrangement or program, or
      prevents the General Partner or any of its Affiliates from taking any
      action which it would otherwise have been able to take but for the
      establishment or modification of such compensation plan, arrangement or
      program, or (B) without providing the General Partner at least thirty (30)
      days written notice prior to the establishment or modification of such
      compensation plan, arrangement or program (in the case of this clause (B),
      other than salary and cash bonus plans, arrangements or programs entered
      into in the ordinary course of business consistent with past practice that
      do not fall within any of the descriptions set forth in clause (A)
      above);




10




(vii)
            Enter
      into, amend, modify or terminate any contract, agreement or understanding
      (written or oral): (A) which contains severance or termination payment
      arrangements; or (B) is with an Employee Equityholder, a Limited Partner
      or an Affiliate thereof, or a partner, equityholder, director, officer,
      employee or Immediate Family member of any of the
    foregoing;




(viii)
            Acquire,
      form or otherwise establish any direct or indirect subsidiary or other
      Controlled Affiliate of the Partnership or otherwise make any investment
      in, or otherwise conduct business through, any other
    Person;




(ix)
            Sponsor,
      organize or form, or assist or participate in the sponsorship,
      organization or formation of, any Fund if such Fund would reasonably be
      expected to be consolidated with the financial statements of the
      Partnership under GAAP;




(x)
            Acquire
      any material assets or other properties, other than capital expenditures
      made out of the Operating Allocation in the ordinary course of business
      consistent with past practice and not involving the acquisition of any
      Person or business as a going
concern;




(xi)
            Make
      any investment of the working capital of the Partnership (or its
      Controlled Affiliates) in securities or other financial instruments
      (including, without limitation, any type of derivatives contracts) or
      otherwise expose the working capital of the Partnership (or its Controlled
      Affiliates) to risk of loss as a result of unfunded obligations under
      derivatives or similar contracts, other than investments in
      non-convertible investment grade debt securities or repurchase agreements
      or similar financial investments or any mutual fund or other Fund invested
      primarily in such securities or
investments;




(xii)
            Sell,
      transfer (including, without limitation, any transfers among the
      Partnership and its Controlled Affiliates) or otherwise dispose of any
      material assets or other properties (including, without limitation, any
      membership or other ownership interest in any Controlled Affiliate), other
      than sales of worn-out or obsolete equipment made in the ordinary course
      of business consistent with past
practice;




(xiii)
            Make
      any change in the Certificate of Partnership (or the constituent documents
      of any Controlled Affiliate);




11




(xiv)
            Authorize
      or issue any partnership or other equity or ownership interests or other
      securities of any type of the Partnership (or its Controlled
      Affiliates);




(xv)
            Except
      as may be required by the Partnership as contemplated by the last sentence
      of Section 5.5(b), repurchase, redeem or otherwise acquire any outstanding
      partnership or other equity or ownership interests or other securities of
      the Partnership (or its Controlled
Affiliates);




(xvi)
            Make
      any dividend or other distribution in respect of its partnership or other
      equity or ownership interests (other than as expressly required or
      permitted by other provisions of this
  Agreement);




(xvii)
            Initiate,
      settle or compromise any litigation, arbitration, investigation, audit or
      other proceeding, or any claims under any Transaction
      Agreement;




(xviii)
            Terminate
      its existence or voluntarily file for or otherwise commence proceedings
      with respect to bankruptcy, reorganization, receivership or similar
      status;




(xix)
            Make
      or change any tax election, waive or extend the statute of limitations in
      respect of taxes, amend any tax return, enter into any closing agreement
      with respect to taxes, settle any tax claim or assessment or surrender any
      right to a claim for a tax refund, change any method or principle of
      accounting, or hire or terminate any independent
    accountants;




(xx)
            Make
      any loan or advance to any Person, other than advances of business
      expenses in the ordinary course of business consistent with past practice
      or, with the prior consent of the General Partner, loans (on market terms)
      to Limited Partners in connection with the purchase of Partnership
      Interests;




(xxi)
            Manage
      more than 5% in the aggregate of the total assets under management of the
      Partnership (and its Controlled Affiliates) for (or on behalf of) Related
      Clients; or




(xxii)
            Take
      any action which pursuant to any provision of this Agreement may be taken
      only by the General Partner (with or without the consent of the Limited
      Partners or Employee Equityholders), or take any action which requires the
      approval or consent of the General Partner pursuant to any provision of
      this Agreement.




12




(c)          Insurance.  The
Partnership (and its Controlled Affiliates) shall maintain, and the Employee
Equityholders shall use their reasonable best efforts to cause the Partnership
(and its Controlled Affiliates) to maintain, in full force and effect, such
insurance as is customarily maintained by companies of similar size in the same
or similar businesses (including, without limitation, errors and omissions
liability insurance), the premiums on which will be paid out of the Operating
Allocation (and the beneficiaries of which shall be the Partnership and/or its
Controlled Affiliates, as applicable).  In the event that the General
Partner or any of its Affiliates shall determine (at its own expense) to
maintain separate key-man life and/or disability insurance policies with respect
to any Employee Equityholder (of which the General Partner or any of its
Affiliates may be the beneficiary), and in connection with any such policies
maintained by the Partnership for its own benefit, such Employee Equityholder
shall cooperate with the General Partner, its Affiliates and the Partnership (as
applicable) in connection with obtaining and maintaining such insurance policies
(including, without limitation, by submitting to any required examinations and
truthfully answering any questions asked by the insurer in connection with
obtaining such policies).




(d)          Additional Rights of General
Partner.  Notwithstanding any other provision of this Agreement
to the contrary and whether or not they involve the day-to-day operations,
business and activities of the Partnership (or its Controlled Affiliates), the
General Partner shall have the power, in its sole discretion (after consultation
with the Management Committee, to the extent practicable), to take any or all of
the following actions: (i) such actions as it deems necessary or appropriate to
cause the Partnership (or its Controlled Affiliates), or any officer, employee,
member, partner, or agent thereof, to comply with applicable laws, rules or
regulations; (ii) such actions as it deems necessary or appropriate to
coordinate any initiative which could materially affect the General Partner, AMG
and/or any of its Affiliates (but only on such terms and conditions as the
participation of the Partnership (or its Controlled Affiliates) in such
initiative has been approved by the Management Committee); (iii) such actions as
it deems necessary or appropriate to cause the Partnership (or its Controlled
Affiliates) to fulfill its obligations and enforce its rights under the
Transaction Agreements and this Agreement; and (iv) any other action necessary
or appropriate to prevent actions that require the General Partner’s consent
pursuant to the terms of this Agreement if such consent has not then been
given.




(e)          Policies and Procedures;
Compliance.  Notwithstanding any of the provisions of this
Agreement to the contrary, all accounting, financial reporting and bookkeeping
procedures of the Partnership (and its Controlled Affiliates) shall be
established in conjunction with policies and procedures determined under the
supervision of the General Partner and AMG.  The Management Committee
shall have a continuing obligation to keep AMG’s chief financial officer
informed of material financial developments with respect to the Partnership (and
its Controlled Affiliates).  Notwithstanding any other provisions of
this Agreement to the contrary, all legal, compliance and regulatory matters of
the Partnership (and its Controlled Affiliates) shall be coordinated with the
General Partner and AMG, and the Partnership’s (and its Controlled Affiliates’)
legal compliance activities shall be conducted and established in conjunction
with policies and procedures determined under the supervision of the General
Partner.  The Management Committee shall have a continuing obligation
to keep AMG’s general counsel informed of material legal, compliance and
regulatory developments with respect to the Partnership (and its Controlled
Affiliates).  The Partnership shall (and shall cause its Controlled
Affiliates to) maintain a control environment and appropriate financial
reporting, operational, legal and compliance control activities reasonably
designed to ensure AMG’s compliance with Sections 302 and 404 of the Sarbanes
Oxley Act of 2002 and consistent with best practices in the investment
management industry, and each Employee Equityholder shall use his or her
reasonable best efforts to cause the Partnership (and its Controlled Affiliates)
to do so.




13




(f)          Conduct.  Each
Employee Equityholder covenants and agrees that such Employee Equityholder will
at all times conduct his or her activities in connection with the Partnership
(and its Controlled Affiliates), and any services provided to the Partnership
(or its Controlled Affiliates), in accordance with all applicable laws, rules
and regulations, and that he or she will use reasonable best efforts to ensure
that the business and activities of the Partnership (and its Controlled
Affiliates) and such Employee Equityholder are conducted in compliance with all
applicable laws, rules and regulations in all material respects and to preserve
the goodwill and franchise value of the Partnership (and its Controlled
Affiliates).




(g)          Employee Benefit
Plans.  Notwithstanding any other provisions of this Agreement
to the contrary, the General Partner shall have the power to establish and
mandate that the Partnership (and its Controlled Affiliates) participate in
employee benefit plans which are subject to ERISA or require qualification under
Section 401 of the Code to the extent necessary in order to make the expenses of
any such plan(s) deductible or otherwise to comply with ERISA or the Code, and
may establish or modify the terms of any such plan to the extent necessary in
connection therewith; provided that any
such action taken by the General Partner shall treat the Affiliates of the
General Partner and the Partnership and its Controlled Affiliates, subject to
such action in an equitable manner (i.e., a manner not materially and relatively
more disadvantageous to the Partnership or any of its Controlled Affiliates)
than to other Affiliates of the General Partner, as reasonably determined in
good faith by the General Partner) to the extent permissible under ERISA and the
Code and consistent with achieving tax deductibility.




(h)          Private
Funds.  Notwithstanding any other provisions of this Agreement
to the contrary, promptly following a request by the General Partner, the
Partnership and each Employee Equityholder shall use reasonable best efforts to
take such actions as may reasonably be requested by the General Partner to
ensure that the investment funds managed by the Partnership (or its Controlled
Affiliates) will not be consolidated under GAAP with the financial statements of
the Partnership.




Section
3.6         Compensation and
Expenses .  The General
Partner may receive compensation for services provided to the Partnership (or
its Controlled Affiliates) only to the extent approved by the Management
Committee.  The Partnership shall, however, pay and/or reimburse the
General Partner for extraordinary expenses incurred by the General Partner or
AMG directly in connection with the operation of the Partnership (and its
Controlled Affiliates) as contemplated by this Agreement or with the consent of
the Management Committee.  It is expressly understood by the parties
hereto that the General Partner’s general overhead items and expenses (including
salaries, rent and travel expenses) shall not be reimbursed by the
Partnership.  Stockholders, officers, directors, Partners and agents
of Partners may serve as employees of the Partnership (or its Controlled
Affiliates) and be compensated therefor out of the Operating Allocation as
determined by the Management Committee pursuant to Section
3.5(a).  Except in respect of their provision of services as employees
of the Partnership (or its Controlled Affiliates) for which they may be
compensated out of the Operating Allocation as contemplated by the preceding
sentence, Employee Equityholders and members of their Immediate Family may not
receive compensation on account of the provision of services to the Partnership
(or its Controlled Affiliates) without the prior written consent of the
Management Committee and the General Partner.




14




Section
3.7         Other Business of the
General Partner and its Affiliates. The
General Partner, AMG and their respective Affiliates may engage, independently
or with others, in other business ventures of every nature and description,
including the acquisition, creation, financing, trading in, and operation and
disposition of interests in, investment managers and other businesses that may
be competitive with the Partnership’s (or its Controlled Affiliates’)
business.  Neither the Partnership (or its Controlled Affiliates) nor
any of the Employee Equityholders shall have any right in or to, and they hereby
renounce any interest or expectancy in, any other such ventures by virtue of
this Agreement or the Partnership created or continued hereby, nor shall any
such activity by the General Partner, AMG or such Affiliates be deemed wrongful
or improper or to violate any duty express or implied under applicable law or
result in any liability of the General Partner, AMG or such
Affiliates.  None of the General Partner, AMG or any of their
Affiliates shall be obligated to present any opportunity to the Partnership (or
its Controlled Affiliates) even if such opportunity is of such a character
which, if presented to the Partnership (or its Controlled Affiliates), would be
suitable for the Partnership (or its Controlled Affiliates).




Section
3.8         Employment Agreements,
Partner Non-Competition Agreements and Partner Non-Solicitation
Agreements.




(a)          As
of the Effective Time, each Employee Equityholder has entered into with the
Partnership and the General Partner an Employment Agreement and, in certain
cases, a Partner Non-Competition Agreement, in each case, that is in full force
and effect as of the Effective Time.  Any Person who becomes an
Employee Equityholder following the Effective Time shall, prior to and as a
condition precedent to becoming an Employee Equityholder, enter into with the
Partnership and the General Partner either (i) to the extent so agreed by the
General Partner and such Employee Equityholder at that time, an Employment
Agreement and, to the extent required by the General Partner, a Partner
Non-Competition Agreement, or (ii) a Partner Non-Solicitation
Agreement.




(b)          Each
Employee Equityholder agrees that the enforcement of the provisions of the
Employment Agreements, Partner Non-Competition Agreements and Partner
Non-Solicitation Agreements and the provisions of this Section 3.8, are
necessary to ensure the protection and continuity of the business, goodwill and
confidential business information of the Partnership (and its Controlled
Affiliates) for the benefit of each of the Partners.  Each Employee
Equityholder agrees that, due to the proprietary nature of the Partnership’s
(and its Controlled Affiliates’) business, the restrictions set forth in the
Employment Agreements, the Partner Non-Competition Agreements and the Partner
Non-Solicitation Agreements are reasonable as to duration and
scope.  Each Employee Equityholder that is a party to an Employment
Agreement, a Partner Non-Competition Agreement and/or a Partner Non-Solicitation
Agreement hereby independently agrees to each of the provisions of each such
agreement as if such provisions were fully set forth herein (including, without
limitation, the non-competition and other restrictive covenants set forth
therein) in his or her capacity as a Partner of the Partnership (in the case of
an Employee Equityholder who is not himself or herself a direct Partner, then
indirectly through his or her related Limited Partner) to the same extent as if
such provisions were set forth in this Agreement, and such provisions are hereby
incorporated by reference herein, and acknowledges and agrees that such terms
are reasonable (among other reasons) in light of his or her fiduciary duties to
the Partnership in such Partner’s capacity and in light of his or her
opportunity and right to receive significant value pursuant to Sections 5.2 and
5.3 (as applicable).  The General Partner hereby acknowledges and
accepts the agreements of each Employee Equityholder set forth in such
agreements in the General Partner’s capacity as the General Partner of the
Partnership under the Act.  Each Employee Equityholder acknowledges
that the obligations and rights under this Section 3.8 shall survive the
termination of the employment of an Employee Equityholder with the Partnership
(and its Controlled Affiliates) and/or the withdrawal or removal of a Partner
from the Partnership, regardless of the manner of such termination, withdrawal
or removal, in accordance with the provisions hereof and of the relevant
Employment Agreement, Partner Non-Competition Agreement or Partner
Non-Solicitation Agreement.  Except as agreed to by the General
Partner in advance in a writing making specific reference to this Section 3.8,
no Employee Equityholder shall enter into any agreement or arrangement which is
inconsistent with the terms and provisions hereof.




15




(c)           Each
Employee Equityholder acknowledges that neither this Agreement nor any Partner
Non-Competition Agreement or Partner Non-Solicitation Agreement to which he or
she is a party creates an obligation on the part of the Partnership (or its
Controlled Affiliates) to continue the employment of such Employee Equityholder
with the Partnership (or its Controlled Affiliates), and that such Employee
Equityholder is an employee at will of the Partnership (and any of its
Controlled Affiliates employing such Employee Equityholder) (except to the
extent otherwise provided in any Employment Agreement to which such Employee
Equityholder is a party).




ARTICLE
IV




CAPITAL CONTRIBUTIONS AND
CAPITAL ACCOUNTS; ALLOCATIONS AND DISTRIBUTIONS




Section
4.1         Capital
Contributions. Except
as may be agreed to in connection with the issuance of additional Partnership
Interests, as specifically set forth herein, or as may be required under
applicable law, the Partners shall not be required to make any further Capital
Contributions to the Partnership.  No Partner shall make any Capital
Contribution to the Partnership without the prior written consent of the General
Partner.




Section
4.2         Capital Accounts;
Allocations.




(a)          There
shall be established for each Partner a Capital Account (a “Capital
Account”).  As of immediately following the Effective Time (and
after giving effect to the consummation of the transactions contemplated by the
Merger Agreement), the Partners agree that their respective Capital Account
balances will have the respective values set forth on Schedule A
hereto.  No Partner shall have the right to withdraw any part of his,
her or its (or his, her or its predecessor in interest’s) Capital Account until
the dissolution and winding up of the Partnership (except as distributions
otherwise expressly provided for in this Article IV may represent returns of
capital, in whole or in part).  No Partner shall be entitled to
receive any interest on any Capital Account made by him, her or it (or his, her
or its predecessors in interest) to the Partnership.  No Partner shall
have any personal liability for the repayment of any Capital Account of any
other Partner.




16




(b)          Following
the Effective Time, the Capital Account of each Partner shall be increased by
such Partner’s allocable share of income and gain, if any, of the Partnership
(as well as the Capital Contributions made by a Partner after the Effective
Time) and shall be decreased by such Partner’s allocable share of deductions and
losses, if any, of the Partnership and by the amount of all distributions made
to such Partner.  The amount of any distribution of assets other than
cash shall be deemed to be the Fair Market Value of such assets (net of any
liabilities encumbering such property that the distributee Partner is considered
to assume or take subject to).  Capital Accounts shall also be
adjusted upon the adjustment to the basis of a Partnership asset pursuant to the
definition of “Carrying Value”. To the extent not otherwise provided for in this
Agreement, the Capital Accounts of the Partners shall be adjusted and maintained
in accordance with the rules of Treasury Regulations Section 1.704-1(b)(2)(iv),
as the same may be amended or revised.  Any references in any section
of this Agreement to the Capital Account of a Partner shall be deemed to refer
to such Capital Account as the same may be credited or debited from time to time
as set forth above.




(c)          Subject
to Sections 4.2(e), 4.2(g), 4.2(h), 4.2(i) and 4.5 hereof, all items of
Partnership income and gain shall be allocated among the Partners’ Capital
Accounts as follows:




(i)
            At
      the end of each calendar quarter, first, items of income
      and gain (if any) shall be allocated to the General Partner in an amount
      equal to the product of:




(A)           The
Owners’ Allocation for such calendar quarter, multiplied by




(B)           A
fraction (I) the numerator of which is the number of Partnership Points held by
the General Partner as of the first day of such calendar quarter and (II) the
denominator of which is the total number of Partnership Points outstanding plus
the total number of Reserve Points, in each case, as of the first day of such
calendar quarter;




(ii)
            At
      the end of each calendar quarter, second, items of income
      and gain (if any) shall be allocated to the General Partner until the
      General Partner has been allocated cumulative income and gain under this
      Section 4.2(c)(ii), together with income and gain previously allocated
      under Section 4.2(e)(i), equal to the cumulative amount of losses and
      deductions allocated to the General Partner under Sections 4.2(d)(ii),
      4.2(d)(iii), 4.2(f), 4.2(h)(ii) and 4.2(h)(iii) in prior periods (if any);
      and




(iii)
            At
      the end of each calendar quarter, third, items of income
      and gain (if any) shall be allocated among the Limited Partners in
      accordance with (and in proportion to) each Limited Partner’s
      respective  number of Partnership Points as of the first day of
      such calendar quarter), until the aggregate amount of such items of income
      and gain allocated to the Partners (including both the General Partner and
      the Limited Partners) pursuant to Sections 4.2(c)(i), 4.2(c)(ii) and this
      4.2(c)(iii) for such calendar quarter equals the total amount of the
      Owners’ Allocation for such calendar
quarter;




17




(iv)
            At
      the end of each calendar quarter, fourth, items of income
      and gain (if any) shall be allocated among the Limited Partners in
      accordance with (and in proportion to) each Limited Partner’s respective
      number of Partnership Points as of the first day of such calendar quarter,
      to the extent of the lesser of (I) all such remaining items of income and
      gain or (II) the aggregate items of loss and deduction incurred by the
      Partnership for such calendar quarter resulting from expenses,
      obligations, expenditures and other costs incurred by the Partnership and
      its Controlled Affiliates in respect of such calendar quarter;
      and




(v)
            At
      the end of the final calendar quarter in each fiscal year of the
      Partnership, (A) the initial allocations of items of income and gain made
      in respect of the preceding calendar quarters of such fiscal year pursuant
      to Sections 4.2(c)(i), 4.2(c)(ii), 4.2(c)(iii) and 4.2(c)(iv) shall be
      adjusted (to the extent necessary) to reflect the final calculation of the
      Owners’ Allocation for the full fiscal year period and (solely for the
      purposes of Section 4.2(c)(iv)) aggregate items of loss and deduction
      incurred by the Partnership and its Controlled Affiliates for the full
      fiscal year period, and (B) after such adjustment, fifth, any remaining
      items of income and gain not previously allocated during such fiscal year
      (including, without limitation, with respect to such final calendar
      quarter of such fiscal year) pursuant to Sections 4.2(c)(i), 4.2(c)(ii),
      4.2(c)(iii) and 4.2(c)(iv) shall be allocated at such times and to such of
      the Limited Partners as is determined by the Management Committee (provided that
      all such remaining items of income and gain for a fiscal year of the
      Partnership shall be allocated by the Management Committee as of no later
      than the end of such fiscal year except to the extent that the Management
      Committee and the General Partner may otherwise agree in writing, and if
      any of such items of income and gain have in fact not been allocated by
      the Management Committee on or before the thirtieth (30th) day following
      the end of the completion of such fiscal year (subject to subsequent
      adjustment to the extent necessary based upon the completed audit for such
      fiscal year), they shall automatically be allocated among the Limited
      Partners pursuant to this clause (B) in accordance with (and in proportion
      to) each Limited Partner’s respective number of Partnership Points on the
      first day of the final calendar quarter of such fiscal year (absent any
      such agreement)).




For
purposes of allocating items of Partnership income and gain under this Section
4.2(c) in respect of the first calendar quarter following the Effective Date, in
the event that the Effective Date did not fall on the first day of such calendar
quarter, (x) the Effective Date shall be deemed to be the first day of such
calendar quarter, and (y) references to “calendar quarter” shall be deemed to
refer to the portion of such calendar quarter from and after the Effective
Date.




(d)          Subject
to Sections 4.2(f), 4.2(g), 4.2(h), 4.2(i) and 4.5 hereof, all items of
Partnership loss and deduction shall be allocated among the Partners’ Capital
Accounts at the end of every calendar quarter as follows:




18




(i)
            First, all items of
      loss and deduction for such calendar quarter shall be allocated (A) first,
      among the Limited Partners in accordance with (and in proportion to) each
      Limited Partner’s respective number of Partnership Points as of the first
      day of such calendar quarter until the aggregate amount of such items of
      loss and deduction allocated to the Limited Partners pursuant to this
      clause (A) equals the aggregate items of loss and deduction incurred by
      the Partnership for such calendar quarter resulting from expenses,
      obligations, expenditures and other costs incurred by the Partnership and
      its Controlled Affiliates out of the Operating Allocation available for
      such calendar quarter (on a current or previously-reserved basis), and (B)
      second, among the Limited Partners in accordance with (and in proportion
      to) each Limited Partner’s respective number of Partnership Points held as
      of the first day of such calendar quarter until the Capital Accounts of
      all of the Limited Partners shall have been reduced to zero (0) (after
      giving effect to the allocations of income and gain for such calendar
      quarter under Section 4.2(c)); provided that
      no additional loss or deduction shall be allocated to any Limited
      Partner’s Capital Account pursuant to this Section 4.2(d)(i) once such
      Capital Account has been reduced to zero (0) (but items of loss and
      deduction shall continue to be allocated to the Capital Accounts of the
      other Limited Partners pursuant to this Section 4.2(d)(i) until all such
      Limited Partners’ Capital Accounts have been reduced to zero
      (0));




(ii)
            Second, any remaining
      items of loss and deduction for such calendar quarter not allocated to the
      Limited Partners under Section 4.2(d)(i) shall be allocated to the General
      Partner until its Capital Account shall have been reduced to zero (0);
      and




(iii)
            Thereafter, any
      remaining items of loss and deduction for such calendar quarter not
      allocated to the Partners under Sections 4.2(d)(i) and 4.2(d)(ii) shall be
      allocated among all Partners in accordance with each Partner’s Partner
      Allocation Share.




For
purposes of allocating items of Partnership loss and deduction under this
Section 4.2(d) in respect of the first calendar quarter following the Effective
Date, in the event that the Effective Date did not fall on the first day of such
calendar quarter, (x) the Effective Date shall be deemed to be the first day of
such calendar quarter, and (y) references to “calendar quarter” shall be deemed
to refer to the portion of such calendar quarter from and after the Effective
Date.




(e)          Subject
to Section 4.5 hereof, if the Partnership has a net gain from the sale, exchange
or other disposition of all, or a substantial portion (as determined by the
General Partner), of the assets of the Partnership and its Controlled
Affiliates, then that net gain shall be allocated among the Partners as
follows:




19




(i)
            First, net gain shall
      be allocated to the General Partner until the General Partner has been
      allocated cumulative gain which, together with income and gain previously
      allocated to the General Partner under Section 4.2(c)(ii) hereof and this
      Section 4.2(e)(i), equals the cumulative amount of losses and deductions
      allocated to the General Partner under Sections 4.2(d)(ii), 4.2(d)(iii),
      4.2(f), 4.2(h)(ii) and 4.2(h)(iii) in prior
  periods;




(ii)
            Second, an aggregate
      amount of net gain equal to the positive difference (if any) resulting
      from (A) the dollar amount of the Liquidation Preference minus (B) the
      aggregate positive Capital Account balances of those Partners holding
      Series A Points as of the date of the transaction (or an allocable portion
      thereof, in the case of any Partner holding both Series A Points and
      Series B Points as of the date of such transaction) shall be allocated
      among those Partners holding Series A Points as of the date of the
      transaction in accordance with (and in proportion to) their respective
      number of Series A Points as of the date of the transaction; provided, however, that,
      in the event the ratio of (I) the aggregate Capital Account balances (or
      allocable portions thereof, as provided above) of any Limited Partners
      holding Series A Points, on the one hand, to (II) the Capital Account
      balance of the General Partner, on the other hand, is less than the ratio
      of (X) the Applicable Aggregate Limited Partner Allocation Percentage, on
      the one hand, to (Y) the Applicable General Partner Allocation Percentage,
      on the other hand, then in such event, the aggregate net gain described in
      this clause (ii) shall first be allocated to such Limited Partners holding
      Series A Points (in accordance with, and in proportion to, their
      respective number of Series A Points), provided that
      an individual Limited Partner shall cease to have net gain allocated to it
      pursuant to this proviso once its Capital Account balance satisfies such
      Limited Partner’s ratable portion of the total allocations to be made
      pursuant to the immediately preceding
proviso;




(iii)
            Third, net gain shall
      be allocated among the Limited Partners (in accordance with, and in
      proportion to, their respective number of Partnership Points as of the
      date of the transaction) until the ratio of (I) the aggregate Capital
      Account balances of the Limited Partners, on the one hand, to (II) the
      Capital Account balance of the General Partner, on the other hand, is
      equal to the ratio of (X) the Applicable Aggregate Limited Partner
      Allocation Percentage, on the one hand, to (Y) the Applicable General
      Partner Allocation Percentage, on the other hand; provided, however, that
      an individual Limited Partner shall cease to have net gain allocated to it
      pursuant to this Section 4.2(e)(iii) once its Capital Account balance
      satisfies such Limited Partner’s ratable portion of the total allocations
      to be made pursuant to this proviso;
and




(iv)
            Thereafter, net gain
      shall be allocated among the Partners in accordance with each Partner’s
      Partner Allocation Share as of the date of the
  transaction.




20




(f)          Subject
to Section 4.5 hereof, if the Partnership has a net loss from any sale, exchange
or other disposition of all, or a substantial portion (as determined by the
General Partner) of, the assets of the Partnership and its Controlled
Affiliates, then that net loss shall be allocated among the Partners in
accordance with each Partner’s Partner Allocation Share as of the date of the
transaction; provided that no
additional losses shall be allocated to a Partner once its Capital Account has
been reduced to zero (0) (but losses shall continue to be allocated to the
Capital Accounts of the other Partners pursuant to this Section 4.2(f)) until
all Partners’ Capital Accounts have been reduced to zero (0), and thereafter any
remaining amount of such losses shall be allocated among all Partners pursuant
to this Section 4.2(f) in accordance with each Partner’s Partner Allocation
Share as of the date of the applicable transaction.




(g)          To
the extent that a Transfer of Partnership Interests from any Limited Partner (or
an issuance of Partnership Interests by the Partnership that dilutes a Limited
Partner) is deemed, under GAAP, to be compensation granted to the transferee (or
to the recipient of the newly issued Partnership Interest) and a contribution by
the transferring Limited Partner (or the Limited Partner that suffered such
dilution), such Limited Partner’s Capital Account shall (i) immediately prior to
such Transfer (or issuance), be increased by the amount deemed to be
compensatory under GAAP and (ii) immediately after such Transfer (or issuance),
be decreased by the amount deemed to be compensatory under GAAP.




(h)          To
the extent that a Transfer of Partnership Interests from the General Partner (or
an issuance of Partnership Interests by the Partnership that dilutes the General
Partner) is deemed, under GAAP, to be compensation granted to the transferee (or
the recipient of the newly issued Partnership Interest) and a contribution by
the General Partner (the amount of such compensation under GAAP, a “Compensation
Expense”), (A) immediately prior to such Transfer (or issuance), the
General Partner’s Capital Account shall be increased by the amount of such
Compensation Expense and (B) immediately after such Transfer (or issuance), the
loss relating to such Compensation Expense shall be allocated as
follows:




(i)
            first, to the Limited
      Partners in accordance with (and in proportion to) their respective number
      of Partnership Points as of the date of such Transfer (or issuance),
      provided that no amount shall be allocated to any Limited Partner’s
      Capital Account pursuant to this Section 4.2(h)(i) once such Capital
      Account has been reduced to zero (0) (but any excess shall continue to be
      allocated to the Capital Accounts of the other Limited Partners pursuant
      to this Section 4.2(h)(i) until all such Limited Partners’ Capital
      Accounts have been reduced to zero
(0));




(ii)
            second, any remaining
      loss not allocated pursuant to Section 4.2(h)(i) shall be allocated to the
      General Partner until its Capital Account balance has been reduced to zero
      (0); and




(iii)
            thereafter, any
      remaining loss not allocated pursuant to Section 4.2(h)(i) or 4.2(h)(ii)
      shall be allocated among all Partners in accordance with each Partner’s
      Partner Allocation Share as of the date of such Transfer (or
      issuance).




21




(i)          Following
(and not including) the date on which the Effective Time occurs, in the event
that during any calendar quarter there is any change of Partners or Partnership
Points held by the Partners, unless determined otherwise by the General Partner:
(i) such change shall be deemed to have occurred as of the applicable Purchase
Payment Date or date of consummation of any other issuance, redemption or
Transfer of Partnership Points (as applicable) and (ii) allocations of income,
gain, loss and deduction pursuant to Sections 4.2(c) and 4.2(d) hereof (as
applicable) shall be made on a pro-rata basis to those Persons who held such
Transferred, issued or redeemed (as applicable) Partnership Points during such
calendar quarter based upon the respective number of calendar days during such
calendar quarter that such Persons held such Partnership Points prior to and
following such change.




(j)          Each
time Partnership Interests are issued or Transferred, the General Partner may
elect to revalue the Carrying Value of its assets and adjust the Capital
Accounts of all the Partners to reflect such revaluation.  If the
General Partner so elects, then the Capital Accounts of all the Partners shall
be adjusted as follows:  (i) the General Partner shall determine the
proceeds which would be realized if the Partnership sold all its assets at such
time for a price equal to the Fair Market Value of such assets, and (ii) the
General Partner shall allocate amounts equal to the gain or loss which would
have been realized upon such a sale to the Capital Accounts of all the Partners
immediately prior to such issuance or Transfer (as applicable) in accordance
with Sections 4.2(e) and 4.2(f) hereof.




(k)          Except
as expressly provided in this Agreement or to the extent required by law, no
Partner shall be required to make up a negative balance in such Partner’s
Capital Account.




Section
4.3         Distributions.




(a)          Subject
to Section 4.4 hereof, from and after the Effective Time, within thirty (30)
days after the end of each calendar quarter, the Partnership shall, to the
extent cash is available therefor at the Partnership or any of its Controlled
Affiliates (and the Partnership shall cause its Controlled Affiliates to
distribute any such available cash to the Partnership, to the extent required
for distributions pursuant hereto and not in violation of any laws applicable to
such Controlled Affiliates), and based on the unaudited financial statements for
such calendar quarter prepared in accordance with Section 8.3 hereof (after
approval of such financial statements by the General Partner), (i) first, distribute to the
General Partner an amount equal to the allocations of income and gain to the
General Partner pursuant to Section 4.2(c)(i) for such calendar quarter (less
the General Partner’s portion (if any) of any Owners’ Allocation Expenditures
made (or reserved) in such calendar quarter) plus any previous calendar quarter
to the extent not previously distributed, and (ii) second (and subject to the
final sentence of this paragraph), distribute to each Limited Partner an amount
equal to the sum of (A) the positive difference (if any) resulting from (I) the
allocation of income and gain to such Limited Partner pursuant to Section
4.2(c)(iii) for such calendar quarter (less an amount equal to such Limited
Partner’s pro rata portion (if any) of any Owner’s Allocation Expenditures made
(or reserved) in such calendar quarter) minus (II) an amount equal to the
allocation of losses and deductions to such Limited Partner pursuant to Sections
4.2(d)(i)(B) and 4.2(d)(iii) for such calendar quarter, plus (B) any such net
amounts (resulting from clause (I) minus clause (II)) for previous calendar
quarters to the extent not previously distributed.  The Management
Committee may (and, upon the written request of the General Partner, shall)
adopt reasonable policies with respect to the establishment of cash reserves
from amounts otherwise distributable to the Limited Partners pursuant to clause
(ii) of the immediately preceding sentence, such that a reasonable portion of
those amounts otherwise distributable to the Limited Partners pursuant to such
clause (ii) during a fiscal year of the Partnership is instead held in reserve
and distributed to the Limited Partners pursuant to the following paragraph only
after completion of the audit of the Partnership’s financial statements for such
fiscal year.




22




Within
sixty (60) days after the end of each fiscal year of the Partnership, the
Partnership shall, based on the audited financial statements prepared in
accordance with Section 8.3 hereof, make a distribution of the remaining amounts
(if any) for such completed fiscal year that were allocated pursuant to Sections
4.2(c)(i) and 4.2(c)(iii) (but not previously distributed) and any previous
fiscal year (in the case of distributions to the Limited Partners, net of items
of loss and deduction allocated to such Limited Partners pursuant to Sections
4.2(d)(i)(B) and 4.2(d)(iii)) to the extent not previously distributed (less
each applicable recipient’s portion (if any) of any Owner’s Allocation
Expenditures made in such fiscal year), such distribution to be made in the
order of priority provided for in clauses (i) and  (ii) of the prior
paragraph, whenever and to the extent cash is available therefor at the
Partnership or any of its Controlled Affiliates (and the Partnership shall cause
its Controlled Affiliates to distribute any such available cash to the
Partnership, to the extent required for such distributions and not in violation
of any laws applicable to such Controlled Affiliates).  In addition,
following the end of each fiscal year of the Partnership, the Partnership may,
in the discretion of the Management Committee and based on the audited financial
statements prepared in accordance with Section 8.3 hereof, make a distribution
of the amounts (if any) for such completed fiscal year (or any prior fiscal
year) which were allocated pursuant to Section 4.2(c)(v) (but not previously
distributed), such distribution to be made to such Persons who received
allocations of the related income and gain pursuant to Section 4.2(c)(v),
whenever and to the extent cash is available therefor at the Partnership or any
of its Controlled Affiliates and not otherwise required for the making of
distributions under this Section 4.3(a) (and the Partnership shall cause its
Controlled Affiliates to distribute any such available cash to the Partnership,
to the extent required for such distributions and not in violation of any laws
applicable to such Controlled Affiliates).




In the
event that quarterly distributions of income and gain allocated during any
fiscal year (net of allocated loss and deduction) exceed the amount determined
to be distributable to a Partner with respect to the entire fiscal year (after
making the adjustments required by Section 4.2(c)(v)), the Partner shall return
the excess to the Partnership immediately upon request by the General
Partner.




Notwithstanding
the foregoing provisions of this Section 4.3(a), the General Partner may, with
the approval of the Management Committee, from time to time cause the
Partnership to (and the Partnership shall) reserve and not distribute portions
of the Owners’ Allocation for Partnership purposes (including, without
limitation, to increase the net worth of the Partnership, to make capital
expenditures (such as the creation of or investment in a Controlled Affiliate)
or to create a reserve for anticipated purchases of Partnership Interests);
provided, however, that any
such reservation shall be made from all Partners pro-rata in proportion to
Partnership Points; and provided, further, that to the
extent such reserve is not used for Partnership purposes as contemplated by the
General Partner and the Management Committee, such reserve shall be distributed
in accordance with this Section 4.3(a).




23




To the
extent that cash is for any reason not available to make a distribution to any
Partner pursuant to this Section 4.3(a) at the time such distribution otherwise
would have been required by this Section 4.3(a) to be made to the Partner if
cash were available therefor (or in the event that the Partnership for any other
reason does not make a required distribution to the Partner within thirty (30)
days following a calendar quarter end or sixty (60) days following a fiscal year
end, as applicable), then such distribution shall be made to the Partner by the
Partnership as promptly as possible following the date it was otherwise required
to be made under this Section 4.3(a), in the case of the General Partner only,
together with interest thereon calculated from the thirtieth (30th) day
following such calendar quarter end or the sixtieth (60th) day following such
fiscal year end (as applicable) at a rate per annum equal to the prime lending
rate then in effect as reported by JP Morgan Chase Bank (or its successor) plus
two percent (2.0%) per annum, which interest shall be borne by the Partnership
as an operating expense payable out of the Operating Allocation.




(b)          Except
to the extent distributions are provided for in Section 4.3(a) hereof, any other
amounts or proceeds available for distribution to the Partners (if any) (after
taking into account the use or reservation of Operating Allocation pursuant to
Section 3.5(a)) shall be distributed to the Partners at such times as may be
determined by the General Partner, provided that any
such distribution shall be made among the Partners (i) if attributable to a sale
of all, or a substantial portion (as determined by the General Partner), of the
assets of the Partnership and its Controlled Affiliates, then in the same manner
and order as such distribution would have been made under Section 4.4 upon a
dissolution, and (ii) if attributable other than to a sale described in clause
(i), then (except to the extent otherwise agreed to in writing by the General
Partner and the Management Committee) in accordance with each Partner’s Partner
Allocation Share at the time of such distribution (provided that, if a
Partner has made a Capital Contribution after the Effective Time, the General
Partner may cause the Partnership first to make a priority return of such
Capital Contribution in the case of a distribution described in this clause
(ii)).




(c)          Notwithstanding
anything to the contrary in this Section 4.3, upon any Transfer of Partnership
Interests in accordance with Article V, distributions pursuant to this Article
IV after the date of such Transfer shall be made to the Person owning the
Partnership Interest at the date of such distribution, unless the transferor and
transferee otherwise agree and so direct the Partnership and the General Partner
in a written statement signed by both the transferor and transferee and
consented to in writing by the General Partner.  In connection with a
Transfer by a Partner of Partnership Interests, the transferee shall succeed to
a fraction of the transferor’s Capital Account the numerator of which is the
number of Partnership Points transferred by such Partner and the denominator is
the number of Partnership Points held by such Partner, unless the transferor and
transferee otherwise agree and so direct the Partnership and the General Partner
in a written statement signed by both the transferor and transferee and
consented to in writing by the General Partner.




(d)          Notwithstanding
any other provision of this Agreement, the Partnership shall not make a
distribution to any Partner on account of its Partnership Interest if such
distribution would violate the Act or other applicable law.




24




Section
4.4         Distributions upon Dissolution;
Establishment of a Reserve Upon Dissolution.




(a)          Upon
the dissolution of the Partnership, the assets of the Partnership shall first go
toward the payment (or the making of reasonable provision for the payment) of
all liabilities of the Partnership owing to creditors, including, without
limitation, the establishment of such reserves as the General Partner (or if
there is none, the Liquidating Trustee) deems necessary or advisable to provide
for any liabilities or other obligations of the Partnership.  The
General Partner (or if there is none, the Liquidating Trustee) may cause the
Partnership to pay any such reserves over to a bank (or other third party) to be
held in escrow for the purpose of paying any such liabilities or other
obligations.  At the expiration of such period(s) as the General
Partner (or Liquidating Trustee, if there is no General Partner) may deem
necessary or advisable, any remaining amount of such reserves (if any), and any
other assets available for distribution, or a portion thereof (as determined by
the General Partner or, if there is none, the Liquidating Trustee), shall be
distributed to the Partners as follows:




(i)
            First, to the General
      Partner in accordance with the positive balance (if any) in its Capital
      Account (as determined immediately prior to such distribution) until its
      positive Capital Account balance has been reduced to zero
    (0);




(ii)
            Second, among the
      Limited Partners as of the date of dissolution in accordance with (and in
      proportion to) the positive balances (if any) in their respective Capital
      Accounts (as determined immediately prior to such distribution) until all
      such positive Capital Account balances have been reduced to zero (0);
      and




(iii)
            Thereafter, among the
      Partners as of the date of dissolution, in accordance with each Partner’s
      Partner Allocation Share as of the date of
  dissolution.




(b)          If
any assets of the Partnership are to be distributed in kind in connection with
such a dissolution of the Partnership, such assets shall be distributed on the
basis of their Fair Market Value (net of any liabilities encumbering such
assets) and, to the greatest extent practicable under the circumstances (as
determined by the General Partner or, if there is none, the Liquidating
Trustee), shall be distributed pro rata in accordance with the total amounts to
be distributed to each Partner.  In the event that a distribution
referenced in the preceding sentence is not distributed pro-rata, the Partners
understand and acknowledge that a Partner may be compelled to accept a
distribution of any asset in kind from the Partnership despite the fact that the
percentage of the asset distributed to such Partner exceeds the percentage of
that asset which is equal to the percentage in which such Partner shares in
distributions from the Partnership.  Immediately prior to the
effectiveness of any such distribution-in kind, each item of gain and/or loss
that would have been recognized by the Partnership had the property being
distributed instead been sold by the Partnership for its Fair Market Value shall
be determined and allocated to those Persons who were Partners immediately prior
to the effectiveness of such distribution in accordance with Section 4.2(e) and
4.2(f), as applicable.




25




Section
4.5         Proceeds from Capital
Contributions and the Sale of Securities; Certain Special
Allocations.




(a)          Minimum Gain
Chargeback.  Notwithstanding any other provision in this
Article IV, if there is a net decrease in Partnership Minimum Gain or Partner
Nonrecourse Debt Minimum Gain (determined in accordance with the principles of
Treasury Regulations Sections 1.704-2(d) and 1.704-2(i)) during any taxable
year, the Partners shall be specially allocated items of Partnership income and
gain for such year (and, if necessary, subsequent years) in an amount equal to
their respective shares of such net decrease during such year, determined
pursuant to Treasury Regulations Sections 1.704-2(g)(2) and
1.704-2(i)(5).  The items to be so allocated shall be determined in
accordance with Treasury Regulations Section 1.704-2(f).  This Section
4.5(a) is intended to comply with the minimum gain chargeback requirements in
such Treasury Regulations Sections and shall be interpreted consistently
therewith; including that no chargeback shall be required to the extent of the
exceptions provided in Treasury Regulations Sections 1.704-2(f) and
1.704-2(i)(4).




(b)          Qualified Income
Offset.  In the event any Partner unexpectedly receives any
adjustments, allocations, or distributions described in Treasury Regulations
Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Partnership income and
gain shall be specially allocated to such Partner in an amount and manner
sufficient to eliminate the deficit balance in his Capital Account created by
such adjustments, allocations or distributions as promptly as
possible.




(c)          Gross Income
Allocation.  In the event any Partner has a deficit Capital
Account at the end of any fiscal year which is in excess of the sum of (i) the
amount such Partner is obligated to restore, if any, pursuant to any provision
of this Agreement, and (ii) the amount such Partner is deemed to be obligated to
restore pursuant to the penultimate sentences of Treasury Regulations Section
1.704-2(g)(1) and 1.704-2(i)(5), each such Partner shall be specially allocated
items of Partnership income and gain in the amount of such excess as quickly as
possible, provided that an
allocation pursuant to this Section 4.5(c) shall be made only if and to the
extent that a Partner would have a deficit Capital Account in excess of such sum
after all other allocations provided for in this Article IV have been
tentatively made as if Section 4.5(b) and this Section 4.5(c) were not in this
Agreement.




(d)          Nonrecourse
Deductions.  Nonrecourse Deductions shall be allocated among
the Limited Partners in accordance with their respective numbers of Partnership
Points.




(e)          Partner Nonrecourse
Deductions.  Partner Nonrecourse Deductions for any taxable
period shall be allocated to the Partner who bears the economic risk of loss
with respect to the liability to which such Partner Nonrecourse Deductions are
attributable in accordance with Treasury Regulations Section
1.704-2(j).




(f)          Curative
Allocations.  The allocations set forth in Sections 4.5(a),
(b), (c), (d), and (e) hereof (the “Regulatory
Allocations”) are intended to comply with certain requirements of the
Treasury Regulations.  It is the intent of the Partners that, to the
extent possible, all Regulatory Allocations shall be offset either with other
Regulatory Allocations or with special allocations of other items of Partnership
income, gain, loss or deduction pursuant to this Section 4.5(f), and to the
extent Regulatory Allocations are necessary, it is the intent of the Partners
that they be made in as consistent a manner with the provisions of Section 4.2
hereof as practicable, subject to compliance with the Treasury
Regulations.  Therefore, notwithstanding any other provision of this
Article IV (other than the Regulatory Allocations), the General Partner shall
make such offsetting special allocations of Partnership income, gain, loss or
deduction in whatever manner it determines appropriate so that, after such
offsetting allocations are made, each Partner’s Capital Account and net
allocations of the Owners’ Allocation are, to the extent possible, equal to the
Capital Account balance and net Owners’ Allocation such Partner would have had
if the Regulatory Allocations were not a part of this Agreement and all
Partnership items were allocated pursuant to Section 4.2.  In
exercising its discretion under this Section 4.5(f), the General Partner shall
take into account future Regulatory Allocations under Section 4.5(a) that,
although not yet made, are likely to offset other Regulatory Allocations
previously made under Sections 4.5(d) and (e).




26




(g)         Capital
Contributions made by any Partner after the Effective Time, and any proceeds
from the issuance of securities by the Partnership, may in the sole discretion
of the General Partner be used for the benefit of the Partnership (including,
without limitation, provision for the purchase or redemption of any Partnership
Interests to be purchased or redeemed by the Partnership), or may be distributed
by the Partnership to the Partners in the sole discretion of the General
Partner, in which case any such proceeds shall be apportioned among and
distributed to the Partners in accordance with each Partner’s Partner Allocation
Share immediately prior to the date of such contribution or issuance of
securities (it being understood that in the event the proceeds are a promissory
note or other receivable, any such distribution shall only occur (if at all)
upon receipt by the Partnership of cash in respect thereof).




(h)         All
items of depreciation or amortization (as calculated for book purposes in
accordance with GAAP, consistently applied) on account of the tangible and
intangible items of property of the Partnership at the Effective Time shall be
allocated to the Limited Partners pursuant to Section 4.2(d)(i)(A); in no event
shall items of intangible property resulting from the purchases of Partnership
Interests occurring pursuant to the Merger Agreement from any subsequent
revaluation of Capital Accounts hereunder be depreciated or amortized for
Capital Account purposes under this Agreement.  All items of
depreciation or amortization (as calculated for book purposes in accordance with
GAAP, consistently applied) on account of property (whether tangible or
intangible) purchased out of the Operating Allocation shall be allocated to the
Limited Partners as set forth in Section 4.2(d)(i)(A), and all items of
depreciation or amortization (as calculated for book purposes in accordance with
GAAP, consistently applied) on account of property (whether tangible or
intangible) purchased out of the Owners’ Allocation shall be allocated among the
Partners in accordance with each Partner’s Partner Allocation Share on the date
the property was purchased.




(i)         
 Notwithstanding anything to
the contrary contained in this Agreement, at the Effective Time, the Partnership
shall make a one-time special distribution to the General Partner (the
“Special
Distribution”) in the form
of a return of capital in an amount equal to the working capital of the
Partnership at such time in excess of $1,000,000, in consideration for the
General Partner’s agreement to provide seed capital for new funds formed by the
Partnership or its Controlled Affiliates (“New
Funds”) in an aggregate
amount up to the Adjusted Seed Capital Commitment (as defined below). The
Adjusted Seed Capital Commitment amount shall be contributed to the New Funds,
at the request of the Chief Executive Officer upon not less than ten (10)
business days’ prior written notice. (For the avoidance of doubt, the Adjusted
Seed Capital Commitment amount is an aggregate amount that may be contributed to
one fund, or shared amongst several funds.)  Any amounts so
contributed may be redeemed, from time to time, in accordance with the terms and
conditions of the applicable New Fund. For the avoidance of doubt, the Limited
Partners waive any right to a share of the Special Distribution. If the written
notice required above has been so delivered, the Special Distribution may be
offset by any requested Adjusted Seed Capital Commitment amount at the Effective
Time. For purposes of this paragraph, "Adjusted
Seed Capital Commitment,"
shall mean as of any date determination (A) the lesser of (x) $1,000,000 plus
investment gains and minus losses, less taxes paid on any such gains, and (y)
$2,000,000, minus (B) thenet asset value of investments by the
General Partner in funds to date and not redeemed. For the avoidance of doubt,
if the Adjusted Seed Capital Commitment amount equals zero, the General
Partner’s funding obligation shall terminate.




27




Section
4.6         Tax
Allocation .  For
income tax purposes only, each item of income, gain, loss and deduction of the
Partnership shall be allocated among the Partners in the same manner as the
corresponding items of income, gain, loss and deduction and specially allocated
items are allocated for Capital Account purposes, provided that in the
case of any Partnership asset the Carrying Value of which differs from its
adjusted tax basis for federal income tax purposes, income, gain, loss and
deduction with respect to such asset shall be allocated solely for income tax
purposes in accordance with the principles of Sections 704(b) and (c) of the
Code (in such manner as is determined by the General Partner) so as to take
account of the difference between the Carrying Value and the adjusted basis of
such asset.  Notwithstanding the foregoing, the General Partner in its
sole discretion shall make such allocations for tax purposes as may be needed to
ensure that the allocations made hereunder give economic effect to the
provisions of this Agreement, provided such
allocations are consistent with applicable law.




Section
4.7         Other Allocation
Provisions .  The
foregoing provisions and the other provisions of this Agreement relating to the
maintenance of Capital Accounts are intended to comply with Treasury Regulations
Section 1.704 1(b) and shall be interpreted and applied in a manner consistent
with such regulations.  Sections 4.2(c) to 4.2(f), and Sections 4.5
and 4.6 may be amended at any time by the General Partner if necessary, in the
opinion of tax counsel to the Partnership or the General Partner, to comply with
such regulations, so long as any such amendment (a) does not materially change
the relative economic interests of the Partners and (b) to the extent
practicable in the General Partner’s reasonable judgment, applies consistently
to all Limited Partners.




Section
4.8         Withholding .  The
General Partner and the Management Committee (in the case of any Limited
Partner) are each authorized to cause the Partnership to withhold from
distributions to the applicable Partner or, in the case of the Management
Committee, a Limited Partner, or with respect to allocations to the applicable
Partner, and to pay over to a foreign, federal, state or local government, any
amounts required to be withheld pursuant to the Code or any other provisions of
foreign, federal, state or local law.  Any amounts so withheld shall
be treated as distributed to such Partner pursuant to this Article IV for all
purposes of this Agreement and, if withheld from amounts allocated but not
distributed, shall be offset against the next amounts otherwise distributable to
such Partner.




28




ARTICLE
V




CONVERSION AND PUTS/CALLS OF
PARTNERSHIP POINTS




Section
5.1         Conversion.




(a)          Series
B Points automatically shall convert (“Convert”) into Series
A Points as follows:




(i)
            In
      the case of Series B Points that are Initial Points, (A) ten percent (10%)
      of such Initial Points shall Convert into an equivalent number of Series A
      Points on each of the fourth (4th),
      fifth (5th),
      sixth (6th),
      seventh (7th)
      and eighth (8th)
      anniversaries of the Effective Date, and (B) the remaining fifty percent
      (50%) of such Initial Points shall Convert into an equivalent number of
      Series A Points on the tenth (10th)
      anniversary of the Effective Date;




(ii)
            In
      the case of Series B Points that are Subsequent Points, such Series B
      Points shall Convert into an equivalent number of Series A Points in
      accordance with the schedule for such Conversion established in the
      Subsequent Points Purchase Agreement relating to such acquisition;
      and




(iii)
            In
      the case of Series B Points which are purchased by the General Partner,
      such Series B Points shall Convert into an equivalent number of Series A
      Points immediately following the consummation of such purchase by the
      General Partner (provided that
      such Series B Points shall not be deemed Series A Points for any purpose
      in connection with such purchase).




(b)          In
addition to the foregoing, all Series B Points which are held by an Employee
Equityholder who: (i) dies; (ii) has his or her employment with the Partnership
terminate as a result of Permanent Incapacity; (iii) is removed as a Partner of
the Partnership pursuant to a Removal Upon the Instruction of the Management
Committee; or (iv) retires on or after the Retirement date applicable to such
Employee Equityholder; in each case, shall automatically Convert into an
equivalent number of Series A Points as of immediately prior to such
event.




(c)          In
addition to the foregoing, all Series B Points that are Initial Points shall
automatically Convert into an equivalent number of Series A Points as of the
earlier of (i) immediately following a delivery by the General Partner of a
written notice expressly exercising its rights pursuant to Section 3.2(f)
hereof, (ii) immediately following a delivery by the General Partner of a
Repurchase Notice pursuant to a Section 5.2 Call by reason of the Year 4 Call
Date having occurred, or (iii) immediately following the Board of Trustees of
the Aston Funds, a Delaware statutory trust, and each series thereof, without
the prior approval of the Management Committee, effecting a material transfer
(based on then current Revenues From Operations) of such funds to an affiliated
fund group. Furthermore, only in the case of a member of the Management
Committee who was a member of such committee at the Effective Time, all Series B
Points that are Initial Points shall automatically Convert into an equivalent
number of Series A Points as of the earlier of the events set forth in clauses
(i), (ii) or (iii) above and, (iv), immediately following the twelve (12) month
anniversary of the appointment of an Outside CEO pursuant to Section
3.2(d)(ii).




29




(d)          In
connection with any sale and transfer by the General Partner (or any of its
Affiliates) of Series A Points to any Person, the General Partner may determine
to convert such Series A Points into an equal number of Subsequent Points
effective as of immediately prior to such sale and transfer, and (unless the
General Partner shall otherwise elect in writing after the Effective Time) no
portion of the Capital Account of such transferor Partner shall be transferred
to the Person receiving such Subsequent Points.




Section
5.2         Section 5.2 Put/Call
Events.




(a)          General.  (i)
In the event that (x) with respect to a particular Employee Equityholder, an
Employment Termination Event has occurred, or, (y) with respect to each Employee
Equityholder, the Year 4 Call Date has occurred, then the General Partner shall
have the right to purchase (a “Section 5.2 Call”)
(and in such event the Selling Partner shall sell) from such Employee
Equityholder (a “Selling Partner”),
and (ii) independent of the General Partner’s Section 5.2 Call set forth in
clause (i) above, in the event that, with respect to a particular Employee
Equityholder, an Employment Termination Event has occurred, then the Selling
Partner shall have the right to sell (a “Section 5.2 Put”)
(and in such event the General Partner shall purchase) to the General Partner,
in each case (any such event triggering a Section 5.2 Put or Section 5.2 Call
under this Section 5.2(a), a “Section 5.2 Put/Call
Event”), all (but not less than all) of the Partnership Interests then
owned by such Selling Partner for the Purchase Price, at such times, and on such
other terms, as are set forth in this Section 5.2 (each such purchase, a “Purchase” and the
Partnership Interests purchased from such Selling Partner pursuant to a
Purchase, the “Purchased
Interest”).  All notifications provided for in this Section 5.2
to be delivered to or by (as applicable) a Selling Partner shall be delivered to
or by (as applicable) the Employee Equityholder related to such Selling Partner
(and shall be binding upon all related Limited Partners and Permitted
Transferees constituting a part of such Selling Partner hereunder).




(b)          Exercise.  In
the event of a Section 5.2 Put/Call Event, the General Partner or Selling
Partner may exercise a Section 5.2 Call or Section 5.2 Put, respectively, by
delivering to the other Person an irrevocable written notice of such exercise (a
“Repurchase
Notice”) within thirty (30) days following the Section 5.2 Put/Call Event
(such thirty (30) day period, the “Original Exercise
Period”).  If neither a Section 5.2 Call nor a Section 5.2 Put
is exercised in the Original Exercise Period, then each of the General Partner
and Selling Partner shall have the right to exercise a Section 5.2 Call and
Section 5.2 Put, respectively, in any subsequent year by delivering to the other
Person a Repurchase Notice within thirty (30) days following the anniversary of
the Section 5.2 Put/Call Event) (each such thirty (30) day period, a “Subsequent Exercise
Period”).  Solely for purposes of the pricing provisions set
forth in Section 5.2(d), if a Section 5.2 Put or Section 5.2 Call is exercised
in a Subsequent Exercise Period, the applicable anniversary of such Section 5.2
Put/Call Event shall be deemed to be the effective date for such
Purchase.




(c)          Purchase Payment
Date.  Payment of the Purchase Price in respect of a Purchased
Interest shall be made on a date set by the General Partner (the “Purchase Payment
Date”) that is the later of (i) a date set by the General Partner which
is after the last day of the calendar quarter in which the first day of the
Original Exercise Period or Subsequent Exercise Period in which such Repurchase
Notice was delivered falls, but which is not more than one hundred twenty (120)
days after such first day; (ii) the date which is the first Business Day after
the second anniversary of the Effective Time; or (iii) the date which is the
first Business Day after six (6) months following the date such Partnership
Points were acquired by the Selling Partner.




30




Notwithstanding
the foregoing, the General Partner may set an earlier Purchase Payment Date for
any such Purchase upon written notice thereof to the Selling Partner, in which
event such written notice shall constitute the Repurchase Notice for such
Purchase, and payment of the Purchase Price in respect of such portion of the
Selling Partner’s Remaining Interest identified in such written notice shall be
made on such earlier Purchase Payment Date specified in such written
notice.




Promptly
(and in any event within ten (10) Business Days) following (A) the end of the
most recently completed calendar month preceding each Purchase Payment Date, and
(B) any applicable calculation date in respect of Liquidation Date Consideration
issued pursuant to this Agreement following which AMG is required to make
payment in respect thereof, the Partnership shall (and the Employee
Equityholders shall use their reasonable best efforts to cause the Partnership
to) deliver to the General Partner a true and complete Purchase Information Statement (and the General
Partner may delay any payment or closing in respect of a Purchase until it has
received such a true and complete Purchase Information
Statement).  The Management Committee shall certify to the General
Partner the accuracy of the information and calculations set forth in such
Purchase Information Statement, which certification shall constitute a
representation and warranty by the Partnership, and any damages incurred by the
General Partner resulting from a breach thereof shall be reimbursed to the
General Partner from the Operating Allocation.




As of
each Purchase Payment Date, the applicable Employee Equityholder and the General
Partner shall, if the General Partner so requests, execute an agreement
reasonably acceptable to the General Partner (x) in which such Employee
Equityholder represents and warrants to the General Partner that it has sole
record and beneficial title to the Purchased Interest, free and clear of any
Liens other than those imposed by this Agreement or consented to in writing by
the General Partner, and that the Purchase Information Statement in respect of
such Purchase is true and complete, and (y) addressing such other customary
matters as to authority, enforceability, disclosure of information, releases,
subordination and similar subjects as the General Partner reasonably
requests.  As of each Purchase Payment Date, the applicable Employee
Equityholder shall be deemed to have sold the Purchased Interest to the General
Partner and such Employee Equityholder shall cease to hold, or have any rights
with respect to, such Purchased Interest.




(d)          Purchase
Price.  The aggregate purchase price payable by the General
Partner for a Purchase of a Purchased Interest (the “Purchase Price”) from
a Selling Partner, shall be an amount equal to the fair value of the Partnership
Points subject to the Purchase, which the parties hereto agree shall be
conclusively determined as follows:




(i)
            Series A
      Points.  In the case of Series A Points that are Initial
      Points of such Selling Partner, an amount equal to the product of: (A)
      five (5.0), multiplied by (B) the Applicable Base Cash Flow, multiplied by
      (C) the Applicable Purchase
Percentage.




31




(ii)
            Series B
      Points.  In the case of Series B Points that are Initial
      Points of such Selling Partner, an amount equal to the product of: (A) the
      positive difference, if any, between: (I) the product of (X) five (5.0),
      multiplied by (Y) the Applicable Base Cash Flow, minus (II) the
      Liquidation Preference determined as of the last day of the most recently
      completed calendar month preceding the Purchase Payment Date, multiplied
      by (B) the Applicable Purchase
Percentage.




(iii)
            Subsequent
      Points.  In the case of Subsequent Points of such Selling
      Partner, an amount equal to the Fair Market Value of such Partnership
      Points (the “Subsequent Points
      FMV”).




(e)          Purchase Price Payment
Method.  Payment and/or delivery (as applicable) of the
Purchase Price with respect to each Purchase of a Purchased Interest shall be
made as follows (subject to delivery of a Purchase Information Statement in
accordance with the provisions of Section 5.2(c) above):




(i)
            Series A
      Points.  In the case of a Purchase of Series A Points
      which are Initial Points of the Selling
Partner:




(A)           Removal Upon the Instruction of the
Management Committee (Other than for Unsatisfactory Performance), Retirement,
Death or Permanent Incapacity; Year 4 Call Date.  In the event
of (x) a Section 5.2 Put or Section 5.2 Call in conjunction with a Removal Upon
the Instruction of the Management Committee (other than for Unsatisfactory
Performance) or the Retirement, death or Permanent Incapacity of an Employee
Equityholder, or (y) a Section 5.2 Call in conjunction with the occurrence of
the Year 4 Call Date, payment shall be made either (at the General Partner’s
election): (X) by Wire Transfer in an amount equal to one hundred percent (100%)
of such amount; or (Y) by (1) Wire Transfer in an amount equal to fifty percent
(50%) of such amount, and (2) delivery of AMG Liquid Shares having a value equal
to fifty percent (50%) of such amount (or any combination of Wire Transfer and
AMG Liquid Shares aggregating one hundred percent (100%) in which the value of
the AMG Liquid Shares does not exceed fifty percent (50%)); in either case, on
the applicable Purchase Payment Date.




32




(B)           Removal Upon the Instruction of the
Management Committee for Unsatisfactory Performance; Removal For
Cause.  In the event of a Section 5.2 Put or Section 5.2 Call
in conjunction with (x) a Removal Upon the Instruction of the Management
Committee for Unsatisfactory Performance, or (y) a Removal For Cause, payment
shall be made either (at the General Partner’s election): (1) by Wire Transfer
in an amount equal to up to one hundred percent (100%) of such amount; (2) by
delivery of AMG Liquid Shares having a value equal to up to one hundred percent
(100%) of such amount; (3) by issuance of Liquidation Date Consideration having
a contingent amount equal to one hundred percent (100%) of such amount, provided that in the event the
Unsatisfactory Performance determination is made following the appointment of an
Outside CEO with respect to any Employee Equityholder who was an Employee
Equityholder at the time of the appointment of the Outside CEO, the Liquidation
Date Consideration shall constitute no more than sixty percent (60%) of such
amount; (4) by delivery of a Promissory Note having a principal amount equal to
up to one hundred percent (100%) of such amount (subject to the terms and
conditions of this Agreement and such Promissory Note); or (5) by any
combination, at the General Partner’s election, of Wire Transfer, AMG Liquid
Shares, Liquidation Date Consideration and Promissory Note aggregating one
hundred percent (100%) of such amount; in any case, on the applicable Purchase
Payment Date.




(ii)
            Series B
      Points.  In the case of a Purchase of Series B Points
      which are Initial Points of the Selling Partner, one hundred percent
      (100%) of such amount shall be payable on the applicable Purchase Payment
      Date in Liquidation Date Consideration and/or a Promissory Note, in such
      proportions among such forms of payment as may be determined by the
      General Partner in its sole discretion (subject to the terms and
      conditions of this Agreement and such Liquidation Date Consideration
      and/or Promissory Note (as
applicable)).




(iii)
            Subsequent
      Points.  In the case of a Purchase of Subsequent Points,
      payment shall be made in accordance with the terms and provisions of the
      applicable Subsequent Points Purchase
Agreement.




(f)          Limited Partner Bankruptcy
Event.  In the event that an Employee Equityholder holding
Partnership Interests (or any other holder of Partnership Interests, other than
the General Partner or any Affiliate thereof) (each such event, a “Limited Partner Bankruptcy
Event”): (i) has filed a voluntary petition under the bankruptcy laws or
a petition for the appointment of a receiver or makes any assignment for the
benefit of creditors; (ii) is subject involuntarily to such a petition or
assignment or to an attachment or other legal or equitable interest with respect
to any of its Partnership Interests or, in the case of an Employee Equityholder
which is not a Limited Partner, its interests in the Limited Partner which it
owns, and such involuntary petition or assignment or attachment is not
discharged within sixty (60) days after its effective date; or (iii) otherwise
is subject to a Transfer of any of its Partnership Interests or, in the case of
an Employee Equityholder which is not a Limited Partner, its interests in the
Limited Partner which it owns, by court order or decree or by operation of law
(other than any such Transfer permitted by Section 6.1(b) hereof without the
consent of the General Partner), then in the case of any such Limited Partner
Bankruptcy Event, the General Partner shall be entitled to purchase all of the
Partnership Interests held by such Employee Equityholder (or other holder of
Partnership Interests) pursuant to the terms of this Section 5.2 as if such
Employee Equityholder (or other holder of such Partnership Interests) was a
Selling Partner, with the purchase price for such purchase to be determined
pursuant to Section 5.2(d)(ii) (as if the Transferred Partnership Interests were
Series B Points) and the date of the closing to be determined by the General
Partner in its sole discretion.




33




In order
to give effect to clause (iii) of the prior sentence if any of the Partnership
Interests of an Employee Equityholder or, in the case of an Employee
Equityholder which is not a Limited Partner, its interests in the Limited
Partner which it owns, become subject to Transfer (or purport to be or have been
Transferred) by a court order or decree or by operation of law, the Employee
Equityholder (or other holder of Partnership Interests) whose Partnership
Interests, or the interests in the Limited Partner which it owns (as
applicable), are subject to such Transfer shall cease to be a Limited Partner,
and the transferee by court order or decree or by operation of law shall not
become a Limited Partner, and the General Partner shall have the right in its
sole discretion to purchase from the Employee Equityholder which has ceased to
be a Limited Partner (or other holder of Partnership Interests) all of his, her
or its interests in the Partnership in the manner set forth in the preceding
sentence.




Section
5.3         Scheduled Puts.




(a)          General.  Each
Employee Equityholder who is employed by the Partnership (or its Controlled
Affiliates) may, at such Employee Equityholder’s option and subject to the terms
and conditions set forth in this Section 5.3, cause the General Partner to
purchase portions of the Series A Points held by such Employee Equityholder that
are Initial Points and the Subsequent Points held by such Employee Equityholder
(a “Section 5.3
Put”).




(b)          Section 5.3 Puts of Series A
Points that are Initial Points.  With respect to each Employee
Equityholder having Section 5.3 Put rights under Section 5.3(a) and holding
Initial Points, for so long as such Employee Equityholder remains employed by
the Partnership (or its Controlled Affiliates), such Employee Equityholder may
(subject to the other terms and conditions set forth in this Section 5.3) elect
to cause the General Partner to purchase portions of the Series A Points that
are Initial Points of such Employee Equityholder (together with any such Series
A Points that are Initial Points of such Employee Equityholder which previously
could have been sold to the General Partner by such Employee Equityholder
pursuant to this Section 5.3(b) but were not previously sold) annually on the
last Business Day of [month] (which is the second month following the end of the
calendar quarter in which the Closing occurred under the Purchase Agreement)
(such month, the “Put
Purchase Month”), starting with the last Business Day of the first Put
Purchase Month that is at least four (4) years following the Effective Time
(each a “Put Purchase
Date”).




(c)          Section 5.3 Puts of
Subsequent Points.  With respect to each Employee Equityholder
having Section 5.3 Put rights under Section 5.3(a) and holding Subsequent
Points, for so long as such Employee Equityholder remains employed by the
Partnership (or its Controlled Affiliates), such Employee Equityholder may
(subject to the other terms and conditions set forth in this Section 5.3, and
subject to any additional terms and conditions set forth in a Subsequent Points
Purchase Agreement pursuant to which such Subsequent Points were acquired) cause
the General Partner to purchase from such Employee Equityholder on such dates
(if any) as are specified in such Subsequent Points Purchase Agreement that
number of such Subsequent Points (if any) as are specified in such Subsequent
Points Purchase Agreement (as applicable) as being subject to a Section 5.3 Put
by such Employee Equityholder in connection with such specified date (a “Put Purchase
Date”).




34




(d)          Maximum Section 5.3 Put
Amount.  Notwithstanding anything to the contrary contained in
this Section 5.3:




(i)
            Only
      up to an aggregate number of an Employee Equityholder’s Series A Points
      equal to ten percent (10%) of the number of Initial Points held by such
      Employee Equityholder as of the Effective Time (in addition to any Series
      A Points which previously could have been sold by such Employee
      Equityholder pursuant to this Section 5.3 but were not previously sold)
      may be sold by such Employee Equityholder pursuant to Section 5.3(b)
      during any single calendar year;




(ii)
            Only
      up to an aggregate number of an Employee Equityholder’s Series A Points
      equal to fifty percent (50%) of the number of Initial Points held by such
      Employee Equityholder as of the Effective Time may be sold by such
      Employee Equityholder pursuant to Section 5.3(b);
  and




(iii)
            The
      General Partner shall in no event be required to purchase during any
      single calendar year in the aggregate pursuant to Section 5.3(b) a number
      of Partnership Points exceeding ten percent (10%) of the aggregate number
      of Initial Points held by the Employee Equityholders as of the Effective
      Time, and in the event a greater number of Partnership Points have
      purported to be put pursuant to this Section 5.3 during any single
      calendar year, the number of Partnership Points that are actually put by
      Employee Equityholders pursuant to this Section 5.3 in such calendar year
      shall be reduced to a number that is equal to ten percent (10%) of the
      number of Initial Points held by the Employee Equityholders as of the
      Effective Time, with such reduction borne pro rata by the Employee
      Equityholders exercising Section 5.3 Puts in that calendar year in
      proportion to the number of Partnership Points they have attempted to put
      in such calendar year pursuant to this Section 5.3, and the remainder of
      such purported Section 5.3 Puts in such calendar year shall be deemed to
      have been irrevocably withdrawn.




(e)          Section 5.3 Put
Procedure.  If an Employee Equityholder having Section 5.3 Put
rights desires to exercise his or her rights under Section 5.3(b) or 5.3(c)
above, he or she shall give the General Partner and the Management Committee
irrevocable written notice (a “Put Notice”) during
the immediately preceding Put Notice Month (or, in the case of an exercise of a
Section 5.3 Put right pursuant to this Section 5.3(e) having a different
exercise month specified in the Subsequent Points Purchase Agreement relating
thereto, then during such other specified month) (the final calendar day of such
month, the “Put Notice
Deadline”), stating (i) that he or she is electing to exercise such
rights, (ii) the number of Partnership Points (the “Put Points”) to be
sold in the Section 5.3 Put, (iii) to what extent such Section 5.3 Put is a put
of (x) Series A Points that are Initial Points (“Initial Put Points”)
or (y) Subsequent Points (“Subsequent Put
Points”), and (iv) if Subsequent Put Points are to be included in such
Section 5.3 Put, what Subsequent Points Purchase Agreement they are associated
with.




35




Section
5.3 Puts in any given calendar year for which Put Notices are received before
the Put Notice Deadline for that calendar year shall be completed as follows:
the General Partner shall purchase from each Employee Equityholder that number
of Put Points as is equal to the sum of (x) the number of Initial Put Points
designated in such Employee Equityholder’s Put Notice to be sold by such
Employee Equityholder, up to the maximum number of Initial Put Points permitted
by Section 5.3(d) to be put by such Employee Equityholder in that year, and (y)
the number of Subsequent Put Points designated in such Employee Equityholder’s
Put Notice to be sold by such Employee Equityholder, up to the maximum number of
Subsequent Put Points permitted by Section 5.3(d)(iii) and the applicable
Subsequent Points Purchase Agreement to be put by such Employee Equityholder in
that year.




(f)          Purchase
Price.  The aggregate purchase price payable by the General
Partner upon the purchase of any Put Points pursuant to a Section 5.3 Put (the
“Purchase
Price”) shall be an amount equal to the fair value of such Put Points,
which the parties hereto agree shall be conclusively determined as
follows:




(i)
            In
      the case of Initial Put Points, an amount equal to the product of: (A)
      five (5.0), multiplied by (B) the Applicable Base Cash Flow, multiplied by
      (C) the Applicable Purchase Percentage;
or




(ii)
            In
      the case of Subsequent Put Points, an amount equal to their Subsequent
      Points FMV.




(g)          Payment of Purchase
Price.  The Purchase Price shall be paid by the General Partner
(subject to delivery of a Purchase Information Statement and delivery of such
documents or instruments of transfer as may be requested by the General Partner
in accordance with Section 5.2(c)) as follows:




(i)
            In
      the case of Initial Put Points, either (at the General Partner’s
      election): (x) by Wire Transfer in an amount equal to one hundred percent
      (100%) of such amount; or (y) by (I) Wire Transfer in an amount equal to
      fifty percent (50%) of such amount, and (II) delivery of AMG Liquid Shares
      having a value equal to fifty percent (50%) of such amount (or any
      combination of Wire Transfer and AMG Liquid Shares aggregating one hundred
      percent (100%) of such amount in which the value of the AMG Liquid Shares
      does not exceed fifty percent (50%)); in either case, on the relevant Put
      Purchase Date.




(ii)
            In
      the case of Subsequent Put Points, payment shall be made in accordance
      with the terms and provisions of the applicable Subsequent Points Purchase
      Agreement.




(h)          Cessation of
Rights.  As of the applicable Put Purchase Date, each Employee
Equityholder selling Put Points shall cease to hold the Put Points purchased on
the Put Purchase Date (or canceled by the Partnership if the Partnership is the
assignee making such purchase) and shall no longer have any rights with respect
to such portion of his or her Partnership Interests, other than payment of the
Purchase Price hereunder.




36




Section
5.4         Accelerated Put.




(a)          Accelerated
Put.  Notwithstanding any provisions contained in this
Agreement to the contrary, immediately following (i) delivery by the General
Partner of a written notice expressly exercising its rights pursuant to Section
3.2(f) hereof, (ii)   if the Board of Trustees of the Aston
Funds, a Delaware statutory trust, and each series thereof, without the prior
approval of the Management Committee, effects a material transfer (based on then
current Revenues From Operations) of such funds to an affiliated fund group, or
(iii) the twelve (12) month anniversary of the appointment of an Outside CEO
pursuant to Section 3.2(d)(ii) (a “Put Acceleration
Event”), then, in the case of clauses (i) and (ii), each Employee
Equityholder who is then employed by the Partnership (or its Controlled
Affiliates) and, in the case of clause (iii), each Employee Equityholder who is
then employed by the Partnership (or its Controlled Affiliates) and who also
served on the Management Committee at the time of the appointment of the Outside
CEO may, at such Employee Equityholder’s option, cause the General Partner to
purchase all (but not less than all) of the Initial Points then owned by such
Employee Equityholder pursuant to the terms and conditions of this Section 5.4
(an “Accelerated
Put”).




(b)          Put
Notice.  If an Employee Equityholder desires to exercise his or
her Accelerated Put rights, he or she shall give the General Partner and the
Partnership irrevocable written notice (an “Accelerated Put
Notice”) within sixty (60) days after the Put Acceleration Event (the
“Accelerated Put
Notice Period”), stating that such Employee Equityholder is electing to
sell all (but not less than all) of the Initial Points then owned by such
Employee Equityholder.  Notwithstanding anything to the contrary, in
the event of the involuntary termination of an Employee Equityholder’s
employment by the Partnership (or its Controlled Affiliates) during the
Accelerated Put Notice Period, such Employee Equityholder’s Accelerated Put
rights under this Section 5.4 shall continue without modification for the
duration of the Accelerated Put Notice Period notwithstanding such termination
of employment.




(c)          Purchase
Price.  The aggregate purchase price payable by the General
Partner to such Employee Equityholder upon the purchase of Initial Points
pursuant to an Accelerated Put shall be an amount equal to the product of: (i)
five (5.0), multiplied by (ii) the Applicable Base Cash Flow, multiplied by
(iii) the Applicable Purchase Percentage.  In the event that the
amount as calculated pursuant to the immediately preceding sentence is less than
the amount set forth on Schedule D with
respect to such Employee Equityholder (which scheduled amount shall be reduced
by the aggregate amount of any payments previously made to such Employee
Equityholder pursuant to Section 5.3 in respect of Initial Points), then in
addition to the sale of all of the Initial Points then owned by such Employee
Equityholder, such Employee Equityholder may sell to the General Partner, and
the General Partner shall purchase, an amount of Excess Operating Allocation
(assuming, for purposes of this Section 5.4(c), the elimination of all
compensation expenses of the Partnership and its Controlled Affiliates) to which
such Employee Equityholder is then entitled (which shall be based upon such
Employee Equityholder’s Applicable Management Percentage Interest) and such
Excess Operating Allocation shall be purchased according to the formula set
forth above such that the aggregate amount would equal (but in no event exceed)
the amount set forth on Schedule D hereto (as such Schedule D amount may be
reduced in accordance with this paragraph to reflect payments previously made).
For the avoidance of doubt, the Owners’ Allocation Percentage and the Operating
Allocation percentage shall be proportionately adjusted to reflect any such
sale.  The aggregate purchase price payable by the General Partner to
such Employee Equityholder upon the purchase of such interests pursuant to this
Section 5.4(c) is the “Accelerated Put Purchase
Price”.




37




(d)          Payment of Accelerated Put
Purchase Price.  In the case of any purchase pursuant to an
Accelerated Put, the Accelerated Put Purchase Price shall be paid by the General
Partner either (at the General Partner’s election): (i) by Wire Transfer in an
amount equal to one hundred percent (100%) of such amount; or (ii) by (A) Wire
Transfer in an amount equal to fifty percent (50%) of such amount, and (B)
delivery of AMG Liquid Shares having a value equal to fifty percent (50%) of
such amount (or any combination of Wire Transfer and AMG Liquid Shares
aggregating one hundred percent (100%) of such amount in which the value of the
AMG Liquid Shares does not exceed fifty percent (50%)); in either case, on a
date (the “Put
Purchase Date”) determined by the General Partner (but no later than
sixty (60) days following delivery of the Accelerated Put Notice).




(e)          Cessation of
Rights.  As of the Put Purchase Date, each Employee
Equityholder selling Initial Points shall cease to hold any Partnership Points
and shall no longer have any rights with respect to such Partnership Points
(other than payment of the Accelerated Put Purchase Price hereunder), and if at
such time such Employee Equityholder does not hold any other Partnership
Interests, such Employee Equityholder automatically shall be deemed to have
withdrawn from the Partnership in accordance with Section 6.4.




Section
5.5         Miscellaneous.




(a)          Failure to Consummate; Power
of Attorney.  In the event that an Employee Equityholder (or
other holder of Partnership Interests, other than the General Partner or any
Affiliate thereof) is required to sell all or any portion of its Partnership
Interests pursuant to Section 5.2 and for any reason fails to execute and
deliver the agreements required by Section 5.2 and otherwise to consummate such
sale in accordance with Section 5.2, the General Partner may deposit the amount
payable in respect of such Partnership Interests (including cash and/or
promissory notes) with any bank doing business within fifty (50) miles of the
Partnership’s principal place of business, with the Partnership’s accounting
firm or with such Employee Equityholder’s counsel, as agent for such Employee
Equityholder (or such other holder of Partnership Interests), to be held by such
bank, accounting firm or counsel for the benefit of and for delivery to such
Employee Equityholder.  Upon such deposit by the General Partner and
upon notice thereof given to such Employee Equityholder (or such other holder of
Partnership Interests), such Employee Equityholder shall have no further rights
under this Agreement with respect to such Partnership Interests (other than the
right to withdraw the payment therefor, if any, held by the agent described in
the preceding sentence).  Each Employee Equityholder does hereby
irrevocably constitute and appoint the General Partner with full power of
substitution, the true and lawful attorney-in-fact and agent of such Employee
Equityholder (or such other holder of Partnership Interests), to execute and
deliver, in its or its assignee’s name, place and stead, all instruments,
documents and certificates as the General Partner may determine to
be necessary, appropriate or convenient to consummate any sale
contemplated by Section 5.2.  This power of attorney shall be deemed
to be coupled with an interest, shall be irrevocable, shall survive and not be
affected by the dissolution, bankruptcy, incompetence or legal disability
of any Employee Equityholder (or such other holder of Partnership
Interests) and shall extend to such Employee Equityholder’s (or such other
holder’s) successors and assigns.




38




(b)          Assignment by General
Partner.  The General Partner may (without the need for any
vote or consent of the Management Committee or any Partner) assign any or all of
its rights and obligations under this Article V, in one or more instances, to
any other Person (subject to the immediately following sentence, in the case of
any assignment to the Partnership); provided, however, that no such
assignment shall relieve the General Partner of its obligation to make payment
of a Purchase Price to the extent not paid by any such assignee.  The
General Partner may, with either a Majority Limited Partner Vote (excluding, for
purposes of determining such Majority Limited Partner Vote, the Limited Partner
whose interest is being purchased) or the prior written consent of the
Management Committee, assign any or all of its rights and obligations under this
Article V, in one or more instances, to the Partnership.




(c)          Delivery of AMG Liquid
Shares.  In the event that the General Partner elects, pursuant
to the provisions of Section 5.2 or 5.3 to pay a portion of the Purchase Price
by the delivery of AMG Liquid Shares, the General Partner shall give irrevocable
written notice of such election to the applicable Selling Partner or the
Employee Equityholder exercising the Section 5.3 Put not less than twenty-three
(23) trading days prior to the date on which such AMG Liquid Shares are required
to be delivered, and the number of AMG Liquid Shares required to be delivered by
the General Partner shall be equal to the quotient obtained by dividing that
portion of the Purchase Price to be paid in AMG Liquid Shares by the Average AMG
Stock Price.  In the event that there is a stock split (or reverse
stock split), stock dividend or other similar event during the relevant
measuring periods under the foregoing calculation, equitable and appropriate
adjustments shall be made in the application of such calculation of the Average
AMG Stock Price to take account of such event.




ARTICLE
VI




PARTNER TRANSFERS,
ADMISSIONS AND WITHDRAWALS




Section
6.1         Transferability of Interests by
Limited Partners.




(a)          General.  No
Partnership Interests of a Limited Partner (or transferee thereof), or direct or
indirect interest in any Limited Partner which is not a natural person, may be
directly or indirectly Transferred, nor may any Limited Partner (or transferee
thereof) or holder of an interest in any such Limited Partner offer to so
Transfer, and no such Transfer shall be binding upon the Partnership or any
Limited Partner, unless (i) such Transfer is expressly permitted by this Article
VI and (ii) the General Partner receives an executed copy of the documents
effecting such Transfer and such documents are in compliance with the
requirements of this Article VI and otherwise in form and substance reasonably
satisfactory to the General Partner.


39




(b)         Permitted
Transfers.  Each Limited Partner that is not a natural person
agrees and will ensure that in no event will any indirect ownership interest in
such Limited Partner be Transferred without the prior written consent of the
General Partner.  Subject to Section 6.6, a Limited Partner’s
Partnership Interests, and in the case of a Limited Partner which is not a
natural person, direct ownership interests in such Limited Partner, may be
Transferred solely as follows:




(i)
            With
      the prior written consent of the General
  Partner;




(ii)
            In
      accordance with the provisions of Sections 5.2, 5.3 or 5.4
      hereof;




(iii)
            By
      will or the laws of descent and distribution upon: (A) the death of such
      Limited Partner (in the case of a Limited Partner who is a natural
      person), with respect to Partnership Interests held by such Limited
      Partner; or (B) the death of a direct holder of ownership interests in
      such Limited Partner (in the case of a Limited Partner which is not a
      natural person), with respect to the direct ownership interests in such
      Limited Partner held by such deceased holder; but subject in all cases to
      the provisions of Sections 5.2 hereof, which shall continue to be binding
      upon the Partnership Interests of such Limited Partner (and the holders of
      ownership interests therein) notwithstanding such death;
    and




(iv)
            For
      estate planning purposes: (A) an Employee Equityholder may Transfer his or
      her Partnership Interests; or (B) direct ownership interests in a Limited
      Partner which is not a natural person may be Transferred by its related
      Employee Equityholder; in either such case solely to members of such
      Employee Equityholder’s Immediate Family (or trusts for their benefit and
      of which the exclusive trustee is such Employee Equityholder, provided that
      any such trust does not require or permit distribution of such interests
      other than to such Employee Equityholder, or its related original Limited
      Partner that is a party hereto), provided that such Transfers may be
      subject to additional restrictions as mutually agreed by the Management
      Committee and the General Partner in consultation with tax
      counsel;




provided, that in the
case of a Transfer pursuant to clause (iii) or (iv) above, as a condition
precedent to the effectiveness of such Transfer, the transferee first shall be
required to enter into an agreement with the Partnership in form and substance
reasonably satisfactory to the General Partner agreeing to be bound by the
provisions of this Agreement (and if such transferee is not already a party to a
Partner Non-Solicitation Agreement and becomes (or any related person thereof,
in the event such transferee is not a natural person, becomes) an employee of
the Partnership, the transferee (and each such related person) shall also be
required to enter into a Partner Non-Solicitation Agreement as a condition
precedent to the effectiveness of such Transfer); and whether or not the
transferee has in fact entered into such agreement(s), such Partnership
Interests and/or ownership interests in such Limited Partner (as applicable)
shall thereafter remain subject to this Agreement (and the transferee (and any
related person thereof, in the event such transferee is not a natural person)
shall become subject to the transferring Employee Equityholder’s Partner
Non-Solicitation Agreement if such transferee (or a related person thereof)
becomes an employee of the Partnership).


40




(c)           No Pledges or
Encumbrances.  No interests of a Limited Partner in the
Partnership may be pledged, hypothecated, optioned or encumbered, nor may any
direct or indirect ownership interests in a Limited Partner be pledged,
hypothecated, optioned or encumbered, nor may any offer to do any of the
foregoing be made, without the prior written consent of the General Partner in
its sole discretion.




Section
6.2Transferability of Interests by the
General Partner.




(a)        
General.  Except
as otherwise expressly permitted by this Section 6.2, without the prior written
approval of the Management Committee or a Majority Limited Partner Vote, none of
the Partnership Interests of AMG or any of its Controlled Affiliates (including
the General Partner) may be Transferred; provided, that a
change of control of AMG (and the resulting indirect change of control of the
General Partner) shall not constitute such a Transfer, regardless of how
structured.




(b)         Permitted
Transfers.  Without the consent or approval of the Management
Committee or any other Partner, the General Partner and AMG shall be permitted
to Transfer their direct and indirect interests in the Partnership as
follows:




(i)
            AMG’s
      and/or the General Partner’s direct and indirect interests in the
      Partnership may be pledged and encumbered, and lien holders of AMG’s
      and/or the General Partner’s Partnership Interests may have and be able to
      exercise the rights of secured creditors with respect to such interests
      (including, without limitation, foreclosure on such interests by such
      Persons);




(ii)
            The
      General Partner may Transfer a portion (but not a majority) of its
      Partnership Interests to (A) an existing Limited Partner, or (B) a Person
      who is not a Partner but who is or becomes an Officer or employee of the
      Partnership (or its Controlled Affiliates) or a Person majority owned by
      any such Person; and




(iii)
            The
      General Partner may Transfer all or any portion of its Partnership
      Interests to a Controlled Affiliate, and any such Controlled Affiliate
      shall thereafter be bound by the provisions of this
    Agreement.




(c)           Additional Permitted
Transfers.  AMG and its Controlled Affiliates, including the
General Partner, may, upon either a Majority Limited Partner Vote or prior
written approval of the Management Committee, Transfer all of their direct and
indirect interests in the Partnership in a single transaction or a series of
related transactions to a third party, and, in any such case, each of the
Limited Partners shall be required to Transfer, in the same transaction or
transactions to the same third party, all of their interests in the Partnership,
provided that
the price to be received by all the Partners shall be allocated among the
Partners in the same manner as the purchase price would have been distributed
pursuant to Section 4.4 upon a dissolution following a sale of all or a
substantial portion of the assets of the Partnership and its Controlled
Affiliates (with any net gain or loss from such transaction first having been
allocated among the Partners in accordance with Section 4.2(e) or 4.2(f), as
applicable).  In the case of a Transfer by the General Partner
pursuant to this Section 6.2(c), the old General Partner shall be deemed to have
withdrawn and its transferee shall be deemed to have become the new General
Partner hereunder.


41




(d)           Transfer upon
Foreclosure.  In the case of a Transfer by the General Partner
upon foreclosure (as contemplated by Section 6.2(b)(i)), each transferee shall
be requested by the General Partner to sign a counterpart signature page to this
Agreement agreeing thereby to become either a Limited Partner or the General
Partner (provided, however, that once
one such other transferee elects to become the General Partner, no transferee
(other than a subsequent transferee of such new General Partner) may elect to be
a General Partner hereunder).  If the transferees pursuant to Section
6.2(b) receive all of the General Partner’s interests in the Partnership and
none of such transferees elects to become the General Partner, then the General
Partner shall continue to serve as the general partner of the Partnership.If,
however, one of the transferees elects to become the General Partner and
executes a counterpart signature page to this Agreement agreeing thereby to
become the General Partner, then notwithstanding any other provision hereof to
the contrary, the old General Partner shall thereupon be permitted to withdraw
from the Partnership as General Partner.




Section
6.3         Substitute Limited
Partners .




(a)           No
transferee of interests in the Partnership of a Limited Partner shall become a
Partner (a “Substitute
Limited Partner”), and no Limited Partner in which any direct or indirect
ownership interests have been Transferred shall remain a Partner of the
Partnership, in either case except in accordance with this Section
6.3.  If a transferee of an interest in the Partnership does not
become (and until any such transferee becomes) a Substitute Limited Partner, or
if a Limited Partner in which an ownership interest has been Transferred does
not remain a Partner of the Partnership following such Transfer, in either case
in accordance with the provisions of this Section 6.3, such Person shall not be
entitled to exercise or receive any of the rights, powers or benefits of a
Limited Partner other than the right to receive distributions which the
assigning Limited Partner has Transferred to such Person in compliance with this
Article VI and, solely with respect to a Transfer upon death of a Limited
Partner, the right to exercise a Section 5.2 Put in accordance with Section 5.2
hereof.




(b)           The
General Partner may in its sole discretion admit as a Substitute Limited Partner
(with respect to all or a portion of the Partnership Interests held by a
Person), any Person that acquires an Partnership Interest by Transfer from
another Partner in accordance with this Article VI, and the General Partner may
in its sole discretion permit any Limited Partner in which all of the ownership
interests have been Transferred to remain a Partner of the Partnership (and such
Limited Partner otherwise automatically shall cease to be a Partner of the
Partnership).




(c)           The
admission of a transferee as a Substitute Limited Partner shall, in all events,
be conditioned upon the execution of an instrument satisfactory in form and
substance to the General Partner whereby such transferee becomes a party to this
Agreement as a Limited Partner, as well as compliance by such transferee with
the provisions of Section 3.8 hereof.


42


Section
6.4         Resignation, Redemptions and
Withdrawals.




(a)           No
Limited Partner shall have the right to resign as a Partner, to cause the
redemption of its interest in the Partnership in whole or in part, or otherwise
to withdraw as a Partner of the Partnership, except: (a) as is expressly
provided for in Article V hereof; or (b) otherwise with the prior written
consent of the General Partner and the Management Committee, each in its sole
discretion.  Upon any resignation, redemption or withdrawal as a
Partner, the Limited Partner shall only be entitled to the consideration (if
any) provided for by Article V hereof upon the purchase of its Partnership
Interest, if and to the extent that such Article provides for such a purchase
(and shall in no event be entitled to a withdrawal, redemption or distribution
of its Capital Account in whole or in part).  If the Partnership
Interest acquired from such Limited Partner pursuant to Article V (together with
all Partnership Interests previously acquired from such Limited Partner)
constitutes all of the Partnership Interests owned by such Limited Partner prior
to such acquisition, such Limited Partner automatically shall be deemed to have
withdrawn from the Partnership and shall no longer have any rights under this
Agreement, other than the right to receive payments as provided in Article V if
and to the extent such Article so provides.




(b)           Without
a prior Majority Limited Partner Vote or the approval of the Management
Committee, the General Partner may not resign or withdraw as General Partner or
have all or any portion of its interest in the Partnership
redeemed.  Any resigned, withdrawn or removed General Partner shall
retain its interest in the capital of the Partnership and its other economic
rights under this Agreement as a Limited Partner having the number of
Partnership Points held by the General Partner prior to its resignation,
withdrawal or removal.  If a General Partner who has resigned,
withdrawn or been removed no longer has any economic interest in the
Partnership, then upon such resignation, withdrawal or removal such Person shall
cease to be a Partner of the Partnership.




Section 6.5Issuance of Additional
Partnership Interests.




(a)           Except
as provided in Section 6.3, and subject to Section 6.6, additional Limited
Partners (each, an “Additional Limited
Partner”) may be admitted to the Partnership, and such Additional Limited
Partners may be issued Partnership Interests, only upon the prior written
consent of the General Partner and the Management Committee (and then upon such
terms and conditions as may be established by the General Partner, including,
without limitation, upon such Additional Limited Partner’s execution of an
instrument in form and substance satisfactory to the General Partner whereby
such Person becomes a party to this Agreement as a Limited Partner as well as
such Person’s compliance with the provisions of Section 3.8
hereof).




(b)           Existing
Limited Partners may be issued additional Partnership Interests by the
Partnership, subject to Section 6.6, only upon the prior written consent of the
General Partner and the Management Committee (and then upon such terms and
conditions as may be established by the General Partner).




(c)           The
General Partner and its Affiliates may only be issued additional Partnership
Interests upon the approval of the Management Committee (and then subject to
Section 6.6).


43


Section 6.6Additional Requirements
for Transfer or Issuance.




(a)     
    As additional conditions precedent to the validity of
(i) any Transfer of a Limited Partner’s Partnership Interests or, in the case of
a Limited Partner which is not a natural person, any Transfer of direct or
indirect ownership interests in such Limited Partner or (ii) the issuance of
additional Partnership Interests, such Transfer or issuance (as applicable)
shall not be permitted without the prior written consent of the General Partner
in its sole discretion if:




(i)
            Such
      Transfer or issuance would cause the Partnership to become subject to
      regulation as an “investment company” under the 1940 Act, and the rules
      and regulations of the SEC
thereunder;




(ii)
            Such
      Transfer or issuance would result in the “assignment” (as such term is
      defined in the Advisers Act) or termination of any contracts to which the
      Partnership (or its Controlled Affiliates) is a party and which
      individually or in the aggregate are material (it being understood and
      agreed that any contract pursuant to which the Partnership (or its
      Controlled Affiliates) provides Investment Management Services is
      material);




(iii)
            Such
      Transfer or issuance would result in the treatment of the Partnership as
      an association taxable as a corporation or as a “publicly traded
      partnership” for federal income tax purposes, as reasonably determined by
      the General Partner;




(iv)
            After
      giving effect to such Transfer or issuance, the total number of Partners
      would be deemed to exceed one hundred (100) (as determined in accordance
      with Treasury Regulations § 1.7704-1(h)) (unless, in the case of a
      Transfer, either (A) such Transfer is a Transfer described in Treasury
      Regulations § 1.7704-1(e), or (B) such Transfer is pursuant to a Section
      5.3 Section 5.2 Put right and the sum of the percentage interests in
      profits or capital of the Partnership Transferred during the taxable year
      of the Partnership (other than in Transfers described in Treasury
      Regulations § 1.7704-1(e)) would, taking such Transfer into account and
      assuming the maximum exercise of the Limited Partners’ Section 5.3 Section
      5.2 Put rights, exceed ten percent (10%) of the total interests in profits
      or capital of the Partnership); or




(v)
            Such
      Transfer or issuance (A) is required to be registered under the Securities
      Act, (B) is not required to be registered under the Securities Act by
      reason of Regulation S thereunder, but would have been required to be
      registered under the Securities Act if the Transfer had been made within
      the United States or (C) would otherwise violate the securities or other
      applicable laws of any
jurisdiction.




(b)       
  The General Partner may require reasonable evidence as to the
satisfaction of the requirements of this Article VI in connection with any
Transfer or issuance of Partnership Interests, including, without limitation, a
favorable opinion of counsel in form and substance reasonably acceptable to the
General Partner, which expense shall be borne by the parties to such transaction
(and, to the extent the Partnership is such a party, its portion of such expense
shall be paid from the Operating Allocation).




44




(c)           To
the fullest extent permitted by law, any Transfer or issuance that violates the
provisions of this Article VI shall be null and void.




Section
6.7        Registration of Partnership
Interests .  The
Partnership Interests constitute “securities,” as such term is defined in 6 Del. C. §
8-102(15), governed by Article 8 of the Uniform Commercial Code as in
effect in the State of Delaware (6 Del. C. § 8-101, et
seq.) and constitute “uncertificated securities” as such term is defined
under Article 8 of said Uniform Commercial Code.  The Partnership
shall not issue certificates representing any Partnership
Interest.  Subject to restrictions on the transferability of
Partnership Interests as set forth herein, Partnership Interests shall be
transferred by delivery to the Partnership of an instruction by the registered
owner of an Partnership Interest requesting registration of transfer of such
Partnership Interest and the recording of such transfer in the records of the
Partnership.




Section
6.8       Representations and
Warranties .  Each
Partner (including any Substitute Limited Partner and Additional Limited
Partner) hereby represents and warrants to the Partnership and each other
Partner, and acknowledges, that: (a) it has such knowledge and experience in
financial and business matters that it is capable of evaluating the merits and
risks of an investment in the Partnership and making an informed investment
decision with respect thereto; (b) it is able to bear the economic and financial
risk of an investment in the Partnership for an indefinite period of time; (c)
it is acquiring an interest in the Partnership for investment only and not with
a view to, or for resale in connection with, any distribution to the public or
public offering thereof; (d) the equity interests in the Partnership have not
been registered under the securities laws of any jurisdiction and cannot be
disposed of unless they are subsequently registered and/or qualified under
applicable securities laws and the provisions of this Agreement have been
complied with; (e) the execution, delivery and performance of this Agreement,
and of each other agreement referenced herein to which such Partner is a party,
by such Partner have been duly authorized in all necessary respects, do not
require it to obtain any consent or approval that has not been obtained, and do
not contravene or result in a default under (i) any provision of any existing
law or regulation applicable to it, (ii) any provision of its charter, by laws
or other governing documents (in the case of any Partner that is not a natural
person) or (iii) any agreement or instrument to which it is a party or by which
it is bound; and (f) this Agreement and each such other agreement referenced
herein to which such Partner is a party has been duly executed and delivered by
such Partner and is enforceable against such Partner in accordance with its
terms, except as enforcement may be limited by applicable bankruptcy or similar
laws affecting creditors’ rights generally.




Section
6.9        Certain Fundamental
Transactions .  Except
as expressly permitted by this Article VI, any merger, consolidation, sale,
exchange or other disposition of all, or substantially all, of the assets of the
Partnership (and its Controlled Affiliates) or similar transaction, whether in
one or a series of related transactions, shall require the prior written
approval of (a) the Management Committee or a Majority Limited Partner Vote, and
(b) the General Partner.


45




ARTICLE
VII




DISSOLUTION AND
TERMINATION




Section
7.1        No Dissolution Upon
Admissions or Withdrawals .  The
Partnership shall not be dissolved by any admission of Additional Limited
Partners, Substitute Limited Partners or substitute General Partners, or by the
withdrawal, resignation or removal of any Partner from the
Partnership.




Section
7.2        Events of
Dissolution .  The
Partnership shall be dissolved and its affairs wound up upon the occurrence of
any of the following events: (a) any date approved by both of (i) a Majority
Limited Partner Vote or prior written consent of the Management Committee,
and(ii)
the prior written consent of the General Partner; (b) at any time there are no
Limited Partners of the Partnership, unless the Partnership is continued in
accordance with the Act; or (c) upon the entry of a decree of judicial
dissolution under Section 17-802 of the Act. Upon the dissolution of the
Partnership, the General Partner shall promptly notify the other Partners of
such dissolution.




Section
7.3        Liquidation .  Upon
the dissolution of the Partnership, the General Partner, or if there is none, a
Person or Persons approved by the holders of more than fifty percent (50%) of
the Partnership Points then outstanding (including those held by the Person that
was the General Partner) shall carry out the winding up of the Partnership (in
such capacity, the “Liquidating
Trustee”), and shall immediately commence to wind up the Partnership’s
affairs; provided, however, that a
reasonable time shall be allowed for the orderly liquidation of the assets of
the Partnership and the satisfaction of liabilities to creditors so as to enable
the Partners to minimize the normal losses attendant upon a
liquidation.  The Partners shall continue to share in allocations and
distributions during winding up and liquidation in the same proportions, as
specified in Article IV hereof, as before dissolution.  The proceeds
of liquidation shall be applied and distributed as set forth in Section 4.4
hereof.




Section
7.4        Termination .  The
Partnership shall terminate when all of the assets of the Partnership, after
payment of or due provision for all debts, liabilities and obligations of the
Partnership, shall have been distributed to the Partners in the manner provided
for in Section 4.4 and the Certificate of Partnership shall have been canceled
in the manner required by the Act.




Section
7.5        Claims of the
Partners .  The
Partners and former Partners shall look solely to the Partnership’s assets for
the return of their Capital Contributions and Capital Accounts, and if the
assets of the Partnership remaining after payment of or due provision for all
debts, liabilities and obligations of the Partnership are insufficient to return
such Capital Contributions or Capital Accounts, the Partners and former Partners
shall have no recourse against the Partnership or any other Partner (including,
without limitation, the General Partner).




46


ARTICLE
VIII





RECORDS AND
REPORTS




Section
8.1        Books and Records .  The
Management Committee shall (and each of the Employee Equityholders shall use its
reasonable best efforts to) cause the Partnership (and its Controlled
Affiliates) to keep complete and accurate books of account with respect to the
operations of the Partnership (and its Controlled Affiliates), prepared in
accordance with GAAP using the accrual method of accounting, consistently
applied.  Such books shall reflect that the interests in the
Partnership have not been registered under the Securities Act, and that the
interests may not be sold or transferred without registration under the
Securities Act or exemption therefrom and without compliance with Article
VI.  Such books shall be maintained at the principal office of the
Partnership or at such other place as the General Partner shall
determine.




Section
8.2        Accounting .  The
Partnership’s books of account will be based on the accrual method of
accounting, or on such other method of accounting as the General Partner may
from time to time determine with the advice of the Independent Public
Accountants, and shall be closed and balanced at the end of each Partnership
fiscal year and shall be maintained for each fiscal year in a manner consistent
with GAAP and with the principles and/or policies of AMG applied consistently
with respect to its Controlled Affiliates.  The taxable year of the
Partnership shall be the twelve months ending December 31, or such other taxable
year as the General Partner may designate with the advice of the Independent
Public Accountants.




Section
8.3        Financial and Compliance
Reports .  The
Management Committee shall (and each of the Employee Equityholders shall use
their reasonable best efforts to) cause the Partnership to furnish to the
General Partner each of the following:




(a)           Within
five (5) days after the end of each month and each fiscal quarter, information
regarding the estimated consolidated assets under management of the
Partnership  (and its Controlled Affiliates) (including the components
of any changes from the information provided with respect to the prior period,
information regarding net client cash flows (actual and projected) and
information regarding market appreciation and depreciation in client
portfolios), and such revenue and expense data as is reasonably requested by the
General Partner.




(b)           Within
eight (8) days after the end of each month and each fiscal quarter, information
regarding the consolidated assets under management of the Partnership (and its
Controlled Affiliates) (including the components of any changes from the
information provided with respect to the prior period, information regarding net
client cash flows and information regarding market appreciation and depreciation
in client portfolios), and an unaudited financial report of the Partnership
(consolidated with its Controlled Affiliates) prepared in accordance with GAAP
using the accrual method of accounting consistently applied (except that the
financial report may (x) be subject to normal year-end audit adjustments that
are neither individually nor in the aggregate material and consistent in nature
and amount with past practice and (y) not contain all notes thereto which may be
required in accordance with GAAP to be included in audited financial
statements), which unaudited financial report shall have been certified by the
most senior financial officer of the Partnership to have been so prepared and
shall include: (i) statements of operations, changes in partners’ capital and
cash flows for such month or quarter, together with a cumulative income
statement from the first day of the then current fiscal year to the last day of
such month or quarter; (ii) a balance sheet as of the last day of such month or
quarter; (iii) with respect to the quarterly financial report, a detailed
computation of the Owners’ Allocation for such quarter; and (iv) any supporting
schedules as are reasonably requested by the General Partner.


47




(c)           Within
forty-five (45) days after the end of each fiscal year of the Partnership,
audited financial statements of the Partnership (consolidated with its
Controlled Affiliates), which shall include statements of operations, changes in
partners’ capital and cash flows for such year and a balance sheet as of the
last day thereof, each prepared in accordance with GAAP, using the accrual
method of accounting, consistently applied, certified by the Independent Public
Accountants.




(d)           Within
one hundred twenty (120) days after the end of each fiscal year of each Fund
sponsored, managed, advised or sub-advised by the Partnership (or its Controlled
Affiliates), audited financial statements of such Fund, which shall include
statements of operations and changes in net assets for such fiscal year and a
balance sheet and schedule of investments as of the last day thereof, each
prepared in accordance with GAAP, using the accrual method of accounting,
consistently applied, certified by the independent accounting firm of such
Fund.




(e)           If
requested by the General Partner, within twenty-five (25) days after the end of
each calendar quarter, the Partnership’s (and its Controlled Affiliates’)
operating budget for each of the next four (4) fiscal quarters, in such form and
containing such estimates as may be requested by the General Partner from time
to time, certified by the most senior financial officer of the
Partnership.




(f)           If
requested by the General Partner, copies of all financial statements, reports,
notices, press releases and other documents released to the public during such
period.




(g)           As
promptly as is reasonably possible following a request by the General Partner
from time to time, such other financial, operations, performance or other
information or data as may be requested.




Section
8.4        Meetings. The
Management Committee shall hold such regular meetings at the Partnership’s
principal place of business with representatives of the General Partner as may
be requested by the General Partner from time to time.  These meetings
shall be attended (either in person or by telephone) by such members of the
Management Committee, Officers and other employees of the Partnership (and its
Controlled Affiliates) as may be requested by the General Partner.  At
each such meeting, the Officers and other employees of the Partnership (and its
Controlled Affiliates) shall discuss such matters regarding the Partnership (and
its Controlled Affiliates) and its performance, operations and/or budgets as may
be reasonably requested by the General Partner, and each of the attendees
(whether in person or by telephone) at such meeting shall have the right to
submit proposals and suggestions regarding the Partnership (and its Controlled
Affiliates), and the attendees at the meeting shall, in good faith, discuss and
consider such proposals and suggestions.




48


Section
8.5        Tax Matters.




(a)           The
General Partner shall cause to be prepared and filed on or before the due date
(or any extension thereof) federal, state, local and foreign tax or information
returns required to be filed by the Partnership (or its Controlled
Affiliates).  The General Partner, to the extent that funds are
available at the Partnership (or at its Controlled Affiliates), shall cause the
Partnership (or such Controlled Affiliates) to pay any taxes payable by the
Partnership (or such Controlled Affiliates) (it being understood that the
expenses of preparation and filing of such tax returns, and the amounts of such
taxes, are to be treated as operating expenses of the Partnership to be paid
from the Operating Allocation), provided that the
General Partner shall not be required to cause the Partnership (or its
Controlled Affiliates) to pay any tax so long as the Partnership (or such
Controlled Affiliates) is in good faith and by appropriate legal proceedings
contesting the validity, applicability or amount thereof and such contest does
not materially endanger any right or interest of the Partnership (or such
Controlled Affiliates) and adequate reserves therefor have been set aside by the
Partnership (or such Controlled Affiliates).  Neither the Partnership
nor any Employee Equityholder shall do anything or take any action which would
be inconsistent with the foregoing or with the General Partner’s actions as
authorized by the foregoing provisions of this Section 8.5(a).




(b)           The
General Partner shall be the tax matters partner for the Partnership pursuant to
Sections 6221 through 6234 of the Code.




(c)           The
General Partner shall, in its sole discretion, make or cause to be made by the
Partnership (and its Controlled Affiliates) any and all elections for federal,
state, local and foreign tax matters, including any election to adjust the basis
of the Partnership’s (or a Controlled Affiliate’s) property pursuant to Sections
734(b), 743(b) and 754 of the Code or comparable provisions of state, local or
foreign law.




ARTICLE
IX




EXCULPATION AND
INDEMNIFICATION




Section
9.1        Liability .  Except
as otherwise provided by the Act, the debts, obligations and liabilities of the
Partnership (or its Controlled Affiliates), whether arising in contract, tort or
otherwise, shall be solely the debts, obligations and liabilities of the
Partnership (or such Controlled Affiliate), and no Covered Person shall be
obligated personally for any such debt, obligation or liability of the
Partnership (or its Controlled Affiliates) solely by reason of being a Covered
Person.




Section
9.2         Exculpation.




(a)           No
Covered Person shall be liable to the Partnership, its Controlled Affiliates or
any other Covered Person for any loss, damage or claim incurred by reason of any
act or omission performed or omitted by such Covered Person in good faith on
behalf of the Partnership (or its Controlled Affiliates) and in a manner
reasonably believed to be within the scope of authority conferred on such
Covered Person by this Agreement, except that a Covered Person shall not by
reason of this Section 9.2(a) be relieved of liability for any such loss, damage
or claim incurred by reason of any action or inaction of such Covered Person
which constituted fraud, gross negligence, willful misconduct or a breach of
this Agreement or any Related Agreement to which he, she or it is a
party.


49




(b)           A
Covered Person shall be fully protected in relying in good faith upon the
records of the Partnership (or its Controlled Affiliates) and upon such
information, opinions, reports or statements presented to the Covered Person by
any Person as to matters the Covered Person reasonably believes are within such
other Person’s professional or expert competence and who has been selected with
reasonable care by or on behalf of the Partnership (or its Controlled
Affiliates).




Section 9.3Fiduciary
Duty.




(a)           To
the extent that, at law or in equity, a Covered Person has duties (including
fiduciary duties) and liabilities relating thereto to the Partnership, its
Controlled Affiliates or any Partner, a Covered Person acting under this
Agreement shall not be liable to the Partnership, its Controlled Affiliates or
any Partner for his, her or its good faith reliance on the provisions of this
Agreement.  The provisions of this Agreement, to the extent that they
restrict or eliminate the duties and liabilities of a Covered Person otherwise
existing at law or in equity, are agreed by the parties hereto to replace such
other duties and liabilities of such Covered Person.




(b)           Unless
otherwise expressly provided herein, whenever a conflict of interest exists or
arises between the General Partner and any other Partner or the Partnership (or
its Controlled Affiliates) (other than in the case of any action permitted to be
taken by the General Partner in its “discretion” or “sole discretion” or under a
standard of similar authority or latitude, with respect to which this sentence
shall not be applicable), the General Partner shall resolve such conflict of
interest considering the relative interests of each party (including its own
interest) to such conflict and the benefits and burdens relating to such
interests, any customary or accepted industry practices, and any applicable
generally accepted accounting practices or principles.  A resolution
reached by the General Partner of any such conflict of interest shall not
constitute a breach of this Agreement or any other agreement contemplated herein
or of any duty or obligation of the General Partner at law or in equity or
otherwise unless the General Partner did not act in good faith.




(c)           Whenever
in this Agreement the General Partner is permitted or required to make a
decision or provide its agreement or consent (i) in its “discretion” or “sole
discretion”, under a standard of similar authority or latitude, or in the
absence of any specified standard to the contrary, the General Partner shall be
entitled to consider such interests and factors as it desires, including its own
interests, and to reach any decision it may select regardless of the reasons
therefor and in its sole discretion, or (ii) in its “good faith” or under
another express standard, the General Partner shall act under such express
standard, and in either such case the General Partner shall not be subject to
any other or different standard imposed by this Agreement or applicable
law.




(d)           Wherever
in this Agreement a factual determination is called for and the applicable
provision of this Agreement does not indicate what party or parties are to make
the applicable factual determination, and/or the applicable standard to be used
in making the factual determination, such determination shall be made by the
General Partner in the exercise of reasonable discretion.




50


Section
9.4        Indemnification .  To
the fullest extent permitted by applicable law, a Covered Person shall be
entitled to indemnification from the Partnership for any loss, damage or claim
(including any amounts paid in settlement of any such claims) including
expenses, fines, penalties and counsel fees and expenses incurred by such
Covered Person (“Losses”) by reason of
any act or omission performed or omitted by such Covered Person in good faith on
behalf of the Partnership (or its Controlled Affiliates) and in a manner
reasonably believed to be within the scope of authority conferred on such
Covered Person by this Agreement, except that no Covered Person shall be
entitled to be indemnified in respect of any Losses incurred by such Covered
Person by reason of any action or inaction of such Covered Person which
constituted fraud, gross negligence, willful misconduct or a breach of this
Agreement or a Related Agreement to which he, she or it is a party; provided, however, that any
indemnity under this Section 9.4 shall be provided out of and to the extent of
Partnership assets only, and no Partner or Covered Person shall have any
personal liability to provide indemnity on account thereof; and provided, further, that, except
to the extent otherwise agreed to in writing by the General Partner in respect
of particular Losses at the time of such indemnification, no Employee
Equityholder (or other Covered Person related thereto) shall be indemnified by
the Partnership in respect of any Losses for which such Employee Equityholder is
required to indemnify AMG Indemnified Parties (as defined in the Merger
Agreement) under the Merger Agreement.




Section
9.5         Notice; Opportunity to Defend and
Expenses.




(a)           Promptly
after receipt by any Covered Person from any third party of notice of any
demand, claim or circumstance that, immediately or with the lapse of time, would
reasonably be expected to give rise to a claim or the commencement (or
threatened commencement) of any action, proceeding or investigation (an “Asserted Liability”)
that would reasonably be expected to result in any Losses with respect to which
the Covered Person might be entitled to indemnification from the Partnership
under Section 9.4, the Covered Person shall give written notice thereof (the
“Claims
Notice”) to the Management Committee and the General Partner; provided, however, that a
failure to give such notice shall not prejudice the Covered Person’s right to
indemnification hereunder except to the extent that the Partnership, a
Controlled Affiliate thereof or the General Partner is actually prejudiced
thereby.  The Claims Notice shall describe the Asserted Liability in
such reasonable detail as is practicable under the circumstances, and shall, to
the extent practicable under the circumstances, indicate the amount (estimated,
if necessary) of the Loss that has been or may be suffered by the Covered
Person.




(b)           The
Partnership may elect to compromise or defend, at its own expense and by its own
counsel, any Asserted Liability; provided, however, that if the
named parties to any action or proceeding include (or could reasonably be
expected to include) both the Partnership (or its Controlled Affiliates) and a
Covered Person, or more than one Covered Persons, and the Partnership is advised
by counsel for any such Covered Person that representation of both parties by
the same counsel would be inappropriate under applicable standards of
professional conduct, the Covered Person may engage separate counsel at the
expense of the Partnership.  If the Partnership elects to compromise
or defend such Asserted Liability, it shall within twenty (20) Business Days (or
sooner, if the nature of the Asserted Liability so requires) notify the Covered
Person of its intent to do so, and the Covered Person shall cooperate, at the
expense of the Partnership, in the compromise of, or defense against, such
Asserted Liability.  If the Partnership elects not to compromise or
defend the Asserted Liability, fails to notify the Covered Person of its
election as herein provided, contests its obligation to provide indemnification
under this Agreement, or fails to make or ceases making a good faith and
diligent defense, the Covered Person may pay, compromise or defend such Asserted
Liability all at the expense of the Covered Person (in accordance with the
provisions of Section 9.5(c) below).  Except as set forth in the
preceding sentence, neither the Partnership nor the Covered Person may settle or
compromise any claim over the objection of the Partnership or the General
Partner; provided, however, that consent
to settlement or compromise shall not be unreasonably withheld.  In
any event, the Partnership and the Covered Person may participate at their own
expense, in the defense of such Asserted Liability.  The Covered
Person shall in any event make available to the Partnership any books, records
or other documents within its control that are necessary or appropriate for such
defense, all at the expense of the Partnership.




51




(c)           If
the Partnership elects not to compromise or defend an Asserted Liability, or
fails to notify the Covered Person of its election as above provided, then, to
the fullest extent permitted by applicable law, reasonable expenses (including
legal fees) incurred by a Covered Person in defending any Asserted Liability,
shall, from time to time, be advanced by the Partnership prior to the final
disposition of such claim, demand, action, suit or proceeding upon receipt by
the Partnership of an undertaking by or on behalf of the Covered Person to repay
such amount if it shall be determined that the Covered Person is not entitled to
be indemnified as authorized in Section 9.4 hereof.  The Partnership
may, if the General Partner deems it appropriate, require any Covered Person for
whom expenses are advanced to deliver adequate security to the Partnership for
his or her obligation to repay such indemnification.




Section
9.6         Miscellaneous. The
rights of indemnification and advancement of expenses hereby provided shall not
be exclusive of, and shall not affect, any other rights to which a Covered
Person may be entitled at law, under other agreements or
otherwise.  Nothing contained in this Article IX shall limit any
lawful rights to indemnification and advancement of expenses existing
independently of this Article IX.  The rights of indemnification and
advancement of expenses provided by this Article IX shall also inure to the
benefit of the heirs, executors, administrators, successors and assigns of a
Covered Person and any officers, directors, members, partners, shareholders,
employees and Affiliates of such Covered Person (and any former officer,
director, member, partner, shareholder or employee of such Covered Person, if
the Loss was incurred while such Person was an officer, director, member,
partner, shareholder or employee of such Covered Person).  The General
Partner may extend the indemnification called for by Section 9.4 to non-employee
agents of the Partnership (or its Controlled Affiliates), the General Partner or
its Affiliates.




ARTICLE
X




MISCELLANEOUS




Section
10.1      Notices .  All
notices hereunder shall be in writing and shall be delivered, sent by recognized
overnight courier or mailed by registered or certified mail, postage and fees
prepaid, to the party to be notified at the party’s address shown
below.  Notices which are hand delivered or delivered by recognized
overnight courier shall be effective on delivery.  Notices which are
mailed shall be effective on the third day after mailing.




(a)           If
to the Partnership:


52


Aston
Asset Management, LP


120 North
LaSalle Street, 25th
Floor


Chicago,
Illinois 60601


Attn:  Stuart
Bilton


Facsimile
No:  (312) 268-1335




with a
copy to:





Affiliated
Managers Group, Inc.


600 Hale
Street


Prides
Crossing, Massachusetts 01965


Attn:  John
Kingston, General Counsel


Facsimile
No.:  (617) 747-3380




(b)           If
to a Limited Partner or Employee Equityholder (but subject to provisions of this
Agreement permitting notices to be given solely to an Employee Equityholder in
lieu of a notice to a related Limited Partner), to the address for such Limited
Partner or Employee Equityholder forth on Schedule A hereto.




(c)           If
to the General Partner:




c/o
Affiliated Managers Group, Inc.





600 Hale
Street


Prides
Crossing, Massachusetts 01965


Attn:  John
Kingston III, General Counsel


Facsimile
No.:  (617) 747-3380





unless
and until notice of another or different address shall be given as provided
herein.





Section
10.2      Successors and Assigns .  Subject
to the restrictions on Transfer set forth herein, this Agreement shall be
binding upon and shall inure to the benefit of the Partners, their respective
successors, successor in title, heirs and assigns, and each and every successor
in interest to any Partner, whether such successor acquires such interest by way
of gift, purchase, foreclosure or by any other method, and each shall hold such
interest subject to all of the terms and provisions of this
Agreement.




Section
10.3      Amendments .  Amendments
may be made to this Agreement only with  (i) the prior written consent
of the General Partner and (ii) either a Majority Limited Partner Vote or the
prior written consent of the Management Committee; provided, that, (x) an
amendment or modification which significantly and adversely affects a particular
Limited Partner differently from some other Limited Partner, shall also
require  the prior written consent of the Limited Partner which would
be so affected or the unanimous written consent of  each member of the
Management Committee; and (y) no amendment may increase the personal liabilities
of, or require the making of any additional Capital Contribution, by any Limited
Partner hereunder without the prior written consent of such Limited Partner (it
being understood that the foregoing shall in no way limit the incurrence of any
liability on the part of the Partnership for which Limited Partners do not have
personal liability); provided, further, that,
without the vote, consent or approval of any other Partner, the General Partner
may make such updates and additions to Schedule A hereto as
are permitted by the provisions hereof  and amend this Agreement to
cure any ambiguity, correct or supplement any provision hereof which is
incomplete or inconsistent with any other provision hereof, or correct any
printing, stenographic or clerical errors or omissions.


53





Section
10.4      No Partition .  To
the fullest extent permitted by law, no Partner, nor any successor in interest
to any Partner, shall have the right while this Agreement remains in effect to
have the property of the Partnership partitioned, or to file a complaint or
institute any proceeding at law or in equity to have the property of the
Partnership partitioned, and each Partner, on behalf of itself, its successors,
representatives, heirs and assigns, hereby waives any such right.  It
is the intent of the Partners that during the term of this Agreement, the rights
of the Partners and the Employee Equityholders, and their respective successors
in interest, as among themselves, shall be governed by the terms of this
Agreement, and that the right of any Partner or successors in interest to
assign, Transfer, sell or otherwise dispose of his interest in the Partnership
shall be subject to the limitations and restrictions of this
Agreement.




Section
10.5      No Waiver; Cumulative
Remedies .  The
failure of any Partner to insist upon
strict performance of a covenant hereunder or of any obligation hereunder,
irrespective of the length of time for which such failure continues, shall not
be a waiver of such Partner’s right to demand strict compliance in the
future.  No consent or waiver, express or implied, to or of any breach
or default in the performance of any obligation hereunder, shall constitute a
consent or waiver to or of any other breach or default in the performance of the
same or any other obligation hereunder.  The rights and remedies
provided by this Agreement are cumulative and the use of any one right or remedy
by any party shall not preclude or waive its right to use any or all other
remedies.  Said rights and remedies are given in addition to any other
rights the parties may have by law, statute, ordinance or
otherwise.


54


Section
10.6      Dispute Resolution.




(a)           All
disputes arising in connection with this Agreement or the breach, termination or
validity thereof (“Dispute”) shall be
resolved by binding arbitration in accordance with the Commercial Arbitration
Rules of the American Arbitration Association (“AAA”) then in effect
(the “Rules”).  The
location of the arbitration shall be Wilmington, Delaware.  There
shall be three arbitrators.  In the case of a dispute involving the
General Partner, one arbitrator shall be selected by the General Partner and one
arbitrator shall be selected by the other party or parties to the arbitration
within twenty (20) days of receipt by the respondent(s) of a copy of the demand
for arbitration and, in the case of a dispute not involving the General Partner,
one arbitrator shall be selected by the Person or Persons initiating the demand
for arbitration and one arbitrator shall be selected by the Person or Persons
responding to the demand within twenty (20) days of the receipt by the
respondent(s) of a copy of the demand for arbitration.  The third
arbitrator, who shall chair the arbitral tribunal, shall be selected by the two
party-appointed arbitrators within twenty (20) days of the appointment of the
second arbitrator.  Any arbitrator not timely appointed shall be
appointed by the AAA in accordance with the listing, striking and ranking
provisions of the Rules and shall have substantial experience relating to the
investment advisory industry.  The parties hereto covenant that they
will participate in the arbitration in good faith.  The parties will
exchange document requests which shall be limited to documents directly relevant
to the Dispute and agree that they will produce to each other all requested
non-privileged documents, except documents objected to and with respect to which
a ruling has been or shall be sought from the arbitrators.  The
parties also agree to provide, or cause to be provided, full and complete access
to directly relevant books and records as requested (except as objected to and
with respect to which a ruling has been or shall be sought from the arbitrators)
and to provide the other party with any other documents on which they intend to
rely in support of their case or which they intend to introduce as evidence in
the arbitration, whether any of the aforementioned documents are in the
possession, custody, or control of the parties, or their subsidiaries, officers,
employees, advisors, accountants, attorneys, agents or
representatives.  The arbitrators may order such additional discovery
as they believe to be appropriate to the nature and requirements of the Dispute
but which is also consistent with the expedited nature of arbitration. The
parties will each bear their own legal fees and costs of the arbitration and
will share equally the fees, costs and expenses of the AAA and the arbitrators,
except as otherwise provided herein.  The provisions of this Section
10.6 and any award rendered hereunder shall be enforceable in any court of
competent jurisdiction.  The arbitrators may assess costs, including
the fees and expenses of the AAA and the arbitrators and the reasonable legal
fees and expenses of the prevailing party or parties and any expenses incurred
in connection with the arbitration, in favor of the prevailing party or parties
and against the non-prevailing party or parties to such
proceeding.  Any party refusing to comply with an order or award of
the arbitrators shall be liable for costs and expenses, including attorneys’
fees, incurred by the other party in enforcing the order or award.




(b)           If
two or more disputes arise under this Agreement and or any other Related
Agreement between the General Partner or AMG, on the one hand, and an Employee
Equityholder, on the other hand, then any or all such disputes may be brought in
a single arbitration.  If one or more arbitrations are already pending
with respect to a dispute under this Agreement and/or any other Related
Agreement, then any party to a new dispute under any Related Agreement or any
subsequently filed arbitration brought under any Related Agreement may request
that such new dispute or any subsequently filed arbitration be consolidated into
any prior pending arbitration.  The new dispute or subsequently-filed
arbitration shall be so consolidated, provided that the arbitral tribunal for
the arbitration so selected determines that: (i) the new dispute or
subsequently-filed arbitration presents significant issues of law or fact in
common with those in the prior pending arbitration, (ii) no party to the new
dispute or prior pending arbitration would be unduly prejudiced, and (iii)
consolidation under these circumstances would not result in undue delay for the
prior pending arbitration.  Any such order of consolidation shall be
final and binding upon the parties to the new dispute and the prior pending or
subsequently filed arbitrations.  The parties waive any right they
have to appeal or to seek interpretation, revision or annulment of such order of
consolidation under the Rules or in any court.  The arbitral tribunal
for the prior pending arbitration into which a new dispute or subsequently filed
arbitration is consolidated shall serve as the arbitral tribunal for the
consolidated arbitration, unless, if there are only two parties to the
consolidated arbitration the parties agree otherwise, or if there are more than
two parties to the consolidate arbitration, any party to the arbitration who was
not involved in the appointment of an arbitrator in the prior pending
arbitration objects in writing within ten (10) days of receipt of the order of
consolidation.  In such cases, the AAA shall appoint a new arbitral
tribunal for the consolidated arbitration using the listing, ranking and
striking provisions of the Rules.  The parties agree that upon such an
order of consolidation, they will promptly dismiss any arbitration brought under
this Agreement or any other Related Agreement, the subject of which has been
consolidated into another arbitral proceeding under this Agreement or any other
Related Agreement.




55




(c)           By
agreeing to arbitration, the parties do not intend to deprive any court of its
jurisdiction to issue a pre-arbitral injunction, pre-arbitral attachment, or
other order in aid of arbitration proceedings and the enforcement of any
award.  Without prejudice to such provisional remedies as may be
available under the jurisdiction of a court, the arbitrator(s) shall have full
authority to grant provisional remedies and to direct the parties to request
that any court modify or vacate any temporary or preliminary relief issued by
such court, and to award damages for the failure of any party to respect the
orders of the arbitrator(s) to that effect.




Section
10.7      Interpretation .  All
terms herein using the singular shall include the plural; all terms using the
plural shall include the singular; in each case, the term shall be as
appropriate to the context of each sentence.  Throughout this
Agreement, nouns, pronouns and verbs shall be construed as masculine, feminine
and neuter, whichever shall be applicable.  Any reference to the Code,
the Act or other statutes or laws will include all amendments, modifications, or
replacements of the specific sections and provisions concerned.  The
term “including” shall be construed to be expansive rather than limiting in
nature and to mean “including, without limitation”.  Numbered or
lettered articles, sections and subsections herein contained refer to articles,
sections and subsections of this Agreement unless otherwise expressly
stated.  References to paragraphs refer to paragraphs in the same
Section unless otherwise expressly stated.  References to clauses
refer to clauses in the same paragraph unless otherwise expressly
stated.  Titles or captions of Articles or Sections contained in this
Agreement are inserted as a matter of convenience and for reference, and in no
way define, limit, extend or describe the scope of this Agreement or the intent
of any provision hereof.  The parties intend that this Agreement and
the provisions contained herein shall not be construed or interpreted for or
against any party hereto because that party drafted or caused that party’s legal
representative to draft any of its provisions.




Section
10.8      Prior Agreements Superseded .  This
Agreement, together with the other Transaction Agreements, contain the entire
agreement among the parties hereto with respect to the subject matter hereof,
and supersede all prior oral or written agreements between the General Partner
and any of its Affiliates or the Partnership (and its Controlled Affiliates), on
the one hand, and the Employee Equityholder, on the other hand, with respect to
the subject matter hereof.




Section
10.9     Counterparts .  This
Agreement may be executed in a number of counterparts, all of which together
shall for all purposes constitute one Agreement, binding on all the Partners
notwithstanding that all Partners have not signed the same
counterpart.




Section
10.10    Applicable Law; Jurisdiction .  This
Agreement shall be governed by and construed in accordance with the laws of the
State of Delawarewhich
apply to contracts executed and performed solely in the State of Delaware, and
without regard to any rule or canon of construction which interprets agreements
against the drafting party.  For the purposes of any judicial
proceedings ancillary to an arbitration under Section 10.6 of this Agreement
(including but not limited to a pre-arbitral injunction to maintain the status
quo or prevent irreparable harm, pre-arbitral attachment, or other order in aid
of arbitration proceedings), each of the parties hereto hereby consents to
personal jurisdiction, service of process and venue in the federal and state
courts sitting in Wilmington, Delaware, and hereby irrevocably agrees that any
such judicial proceedings may be heard and determined in such
courts.  Each of the parties hereto hereby irrevocably consents to the
service of process in any such proceedings by the mailing by certified mail of
copies of any service or copies of the summons and complaint and any other
process to such party at the address specified in Section 10.1 hereof, or by any
other method permitted by law.


56




Section
10.11    Severability .  If
any provision of this Agreement shall be adjudged in any judicial or arbitral
proceeding to be invalid, illegal, inoperative or unenforceable in any
jurisdiction or jurisdictions because of conflicts with any constitution,
statute, rule or public policy or for any other reason, such circumstance shall
not have the effect of rendering the provision in question unenforceable in any
other jurisdiction or in any other case or circumstance or of rendering any
other provisions herein contained unenforceable to the extent that such other
provisions are not themselves actually in conflict with such constitution,
statute or rule of public policy, and this Agreement shall be reformed and
construed in any such jurisdiction or case as if such invalid, illegal,
inoperative, or unenforceable provision had never been contained herein and such
provision reformed so that it would be enforceable to the maximum extent
permitted in such jurisdiction or in such case.  Moreover, if any one
or more of the provisions contained in this Agreement shall be adjudged in any
judicial or arbitral proceeding to be excessively broad as to geographic area,
duration, activity or subject (or in any other respect), it is the intention of
the parties hereto that such provisions shall be construed by limiting and
reducing them so as to be enforceable to the maximum extent allowed by
applicable law.  The provisions of this Agreement are severable, and
no breach of any provision of this Agreement (or any other Transaction
Agreement) or any other purported violation of law by the Partnership or the
General Partner shall operate to excuse any Employee Equityholder’s obligation
to fulfill his or her covenants and agreements hereunder.  Each
Employee Equityholder understands that his or her relationship with the
Partnership is subject to material changes (including, without limitation, in
respect of the nature of his duties and/or compensation), and he or she agrees
that no such changes shall operate to extinguish any of his or her obligations
under this Agreement or to require the re-signing of this
Agreement.




Section
10.12   Creditors .  None
of the provisions of this Agreement shall be for the benefit of or, to the
extent permitted by law, enforceable by any creditor of (i) any Partner, (ii)
any Employee Equityholder or (iii) the Partnership, other than a Partner who is
also a creditor of the Partnership.




Section
10.13    Exhibits and Schedules .  All
Exhibits and Schedules attached to this Agreement are incorporated and shall be
treated as if set forth herein.  Only the General Partner and the
members of the Management Committee shall have the right to review Schedule A hereto,
and each of the Employee Equityholders (in his or her capacity as a Partner)
expressly waives his or her rights under the Act (including, without limitation,
under Section 17-305 thereof) to review Schedule A hereto
(and acknowledges and agrees that such waiver is reasonable in light of the
interests of the Partnership and its Partners).  Each Employee
Equityholder shall have the right to receive a copy of this Agreement and the
Exhibits, Schedules and Annexes attached hereto, provided that Schedule A hereto
will be redacted as to names, Partnership Points, Capital Contributions and
other financial information of the other Partners, and such Employee
Equityholder shall have the right to review only that information regarding such
Employee Equityholder’s own Partnership Points, Capital Contribution and the
total amount of capital contributed by the Partners in the
aggregate.  Notwithstanding the foregoing, the Management Committee
may in its sole discretion furnish to any one or more Employee Equityholders
(and to the exclusion of any one or more other Employee Equityholders) such
additional information relating to Schedule A hereto as
the Management Committee (in its sole discretion) determines from time to
time.


57




Section
10.14    Additional Documents and Acts .  Each
Employee Equityholder agrees to execute and deliver such additional documents
and instruments and to perform such additional acts as may be reasonably
requested by the General Partner to effectuate, carry out and perform all of the
terms, provisions, and conditions of this Agreement and the actions contemplated
hereby.




Section
10.15    Guaranty of AMG .  AMG
hereby unconditionally and irrevocably guarantees the timely performance by the
General Partner of its obligations under Sections 5.2, 5.3 and 5.4 hereof; provided, however, that the
guaranty set forth in this Section 10.15 may be terminated with the prior
written consent of the Management Committee, provided, further,however, that such
guarantee may not be terminated if the General Partner has exercised any of its
rights under Section 3.2(f) hereof.




[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


58




IN
WITNESS WHEREOF the Initial Limited Partners and the General Partner have
executed and delivered this Amended and Restated Limited Partnership Agreement
as of the day and year first above written.





HIGHBURY
      FINANCIAL INC.By:
                  /s/ Richard S. FooteName: Richard
      S. FooteTitle:   President
      and Chief Executive OfficerMANOR
      LLCBy:
                  Affiliated
      Managers Group, Inc.,Its
      Manager and Sole MemberBy:
                  /s/Jay HorgenName: Jay
      HorgenTitle:   Executive
      Vice President




Solely
for purposes of Section 10.15:




AFFILIATED
      MANAGERS GROUP, INC.By:
              /s/Jay HorgenName:
      Jay HorgenTitle:   Executive
      Vice President








LIMITED PARTNERS AND EMPLOYEE
      EQUITYHOLDERS:/s/ Kenneth AndersonKenneth
      Anderson/s/ Stuart BiltonStuart
      Bilton/s/ Jerry DillenburgJerry
      Dillenburg/s/ Christine DragonChristine
      Dragon/s/ Joseph HaysJoseph
      Hays/s/ Robert LeahyRobert
      Leahy/s/ Michael MayhewMichael
      Mayhew/s/ Joseph ReidJoseph
      Reid/s/ David RobinowDavid
      Robinow





[Amended
and Restated Operating Agreement]







Exhibit
A




Definitions




“1940 Act” shall mean
the Investment Company Act of 1940, as it may be amended from time to time, and
any successor to such act.




“AAA” shall have the
meaning specified in Section 10.6(a) hereto.




“Accelerated Put”
shall have the meaning specified in Section 5.4(a) hereof.




“Accelerated Put
Notice” shall have the meaning specified in Section 5.4(b)
hereof.




“Accelerated Put Notice
Period” shall have the meaning specified in Section 5.4(b)
hereof.




“Accelerated Put Purchase
Price” shall have the meaning specified in Section 5.4(c)
hereof.




“Act” shall mean the
Delaware Revised Uniform Limited Partnership Act, 6 Del. C § 17-101,
et seq., as it may be
amended from time to time and any successor thereto.




“Additional Limited
Partners” shall have the meaning specified in Section 6.5(a)
hereof.




“Advisers Act” shall
mean the Investment Advisers Act of 1940, as it may be amended from time to
time, and any successor to such act.




“Affiliate” shall
mean, with respect to any Person (herein the “first party”), any other Person
that directly or indirectly controls, or is controlled by, or is under common
control with, such first party.  The term “control” as used herein
(including the terms “controlled by” and “under common control with”) means the
possession, directly or indirectly, of the power to (i) vote twenty-five percent
(25%) or more of the outstanding voting securities of such Person, or (ii)
otherwise direct the management or policies of such Person by contract or
otherwise (other than solely as a director of a corporation (or similar entity)
that has five (5) or more directors).  For purposes of this Agreement,
neither the Partnership nor any of its Controlled Affiliates is an Affiliate of
any Partner.




“Agreement” shall have
the meaning specified in the preamble hereto.




“AMG” shall mean
Affiliated Managers Group, Inc., a Delaware corporation, and any successors or
assigns thereof.




“AMG Liquid Shares”
shall mean AMG Shares which are at the time of issuance, and for at least twenty
(20) days thereafter, listed on a national securities exchange (including The
New York Stock Exchange or the American Stock Exchange or any successor
thereto), the NASDAQ Global Market or any successor thereto or the London Stock
Exchange or any successor thereto or any similar international securities
exchange (and not at the time of issuance subject to de-listing or removal for
failure to meet public float or share price requirements) and eligible to be
sold pursuant to a resale shelf or other registration statement under the
Securities Act (subject to customary restrictions applicable to the use of a
resale shelf or other applicable type of registration statement, as
applicable).







“AMG Shares” shall
mean shares of AMG’s common stock, par value $0.01 per share.




“Applicable Base Cash
Flow” shall mean, as of the last day of the most recently completed
calendar month preceding a Purchase Payment Date or Put Purchase Date, an amount
equal to the positive difference (if any) resulting from: (i) the product of:
(A) the Owners’ Allocation Percentage, multiplied by (B) the sum of (x) the
annual asset-based advisory and  subadvisory fees (for the avoidance
of doubt, other than any “performance fees” or other payments based, in whole or
in part, on investment performance) payable to the Partnership (or its
Controlled Affiliates) by bona fide third parties (other than Controlled
Affiliates of the Partnership and Related Clients) as of such date pursuant to
investment advisory and subadvisory contracts in effect as of such date (based
upon the fee schedule set forth in each such investment advisory or subadvisory
contract (in each case, without duplication, such amount to be reduced to
reflect any known or foreseeable fund expenses, including related to the
formation or closing of funds, applicable caps, waivers, expenses,
reimbursements or other reductions relating thereto, as reasonably determined by
the General Partner) and the assets under management pursuant to such investment
advisory or subadvisory contracts as of such date) plus (y) net
administrative fees and reimbursement fees; provided, however, that (I) in
the event any client has, prior to such date, expressed to the Partnership (or
its Controlled Affiliates) (and not subsequently withdrawn) its intention to
reduce its assets under management, and/or the fee rates payable, pursuant to
such client’s investment advisory and/or subadvisory contract(s) with the
Partnership (or its Controlled Affiliates), the foregoing calculation of
annualized advisory and subadvisory fees shall be made after giving effect to
such intended reduction(s) and (II) in the event that any client has, prior to
such date, expressed to the Partnership (or its Controlled Affiliates) (and not
subsequently withdrawn) its intention to terminate its investment management
relationship with the Partnership (and its Controlled Affiliates), the foregoing
calculation of annualized advisory and subadvisory fees shall exclude all of
such client’s contracts and assets under management for such client, minus (ii) the
Applicable Cost Overruns, if any.




“Applicable Aggregate Limited
Partner Allocation Percentage” shall mean, as of the date of any
transaction described in Section 4.2(e) hereof, the quotient (expressed as a
percentage) obtained by dividing (i) the aggregate number of Partnership Points
held by the Limited Partners plus the total number of Reserve Points, in each
case, as of the date of such transaction by (ii) the total number of Partnership
Points outstanding plus the total number of Reserve Points, in each
case,  as of the date of such transaction.




“Applicable Cost
Overruns” shall mean, as of any date of determination, the amount, if
any, by which the sum of (i) the combined expenses, obligations, expenditures
and other costs of the Partnership (and its Controlled Affiliates) (other than
in respect of compensation) during the twelve (12) months ending on the last day
of the calendar month immediately preceding such date of determination
(determined on an accrual basis in accordance with GAAP consistently applied),
plus (ii) the greater of (A) the combined expenses, obligations, expenditures
and other costs of the Partnership (and its Controlled Affiliates) in respect of
compensation during the twelve (12) months ending on the last day of the
calendar month immediately preceding such date of determination (determined on
an accrual basis in accordance with GAAP consistently applied) and (B) the
Minimum Compensation Amount, exceeded the Operating Allocation (including any
previously reserved Operating Allocation) during the twelve (12) months ending
on the last day of the calendar month immediately preceding such date of
determination.  For purposes of the foregoing calculation, any
expense, obligation, expenditure or other cost of the Partnership (or its
Controlled Affiliates) in respect of services provided pursuant to an agreement
between the Partnership (or its Controlled Affiliates) and AMG (or any of its
Affiliates) shall be included in such calculation as the greater of the actual
fee charged for such services as specified in the agreement related thereto and
the amount set forth on Schedule C
hereto.




A-2




“Applicable General Partner
Allocation Percentage” shall mean, as of the date of any transaction
described in Section 4.2(e) hereof, the quotient (expressed as a percentage)
obtained by dividing (i) the aggregate number of Partnership Points held by the
General Partner and its Affiliates as of the date of such transaction by (ii)
the total number of Partnership Points outstanding plus the total number of
Reserve Points, in each case, as of the date of such transaction.




“Applicable Management
Percentage Interest” shall mean, with respect to an Employee Equityholder
on a Put Purchase Date, the quotient (expressed as a percentage) obtained by
dividing (i) the number of Partnership Points owned by such Employee
Equityholder on such date, by (ii) the total number of Partnership Points owned
by the Employee Equityholders on such date (before giving effect to any
issuances or redemptions of Partnership Points on such date).




“Applicable Purchase
Percentage” shall mean, with respect to a Purchase Payment Date or Put
Purchase Date, the quotient (expressed as a percentage) obtained by dividing (i)
the number of Partnership Points being purchased from the applicable Employee
Equityholder on such date, by (ii) the total number of Partnership Points
outstanding plus the total number of Reserve Points, in each case, on such date
(before giving effect to any issuances or redemptions of Partnership Points on
such date).




“Asserted Liability”
shall have the meaning specified in Section 9.5(a) hereof.




“Average AMG Stock
Price” shall mean the average (arithmetic mean) Stock Price of AMG Shares
during the twenty (20) consecutive trading days ending on (and including) the
third (3rd)
complete trading day immediately prior to the date on which such AMG Shares are
required to be delivered hereunder.




“Business Day” shall
mean any day other than (i) a Saturday or a Sunday or (ii) any other day on
which banks are authorized or required by law to close in Chicago or
Boston.




“Capital Account”
shall have the meaning specified in Section 4.2(a) hereto.




“Capital Contribution”
shall mean, as to each Partner, the amount of money and/or the agreed fair
market value of any property (net of any liabilities encumbering such property
that the Partnership is considered to assume or take subject to) contributed to
the capital of the Partnership by such Partner.


A-3




“Carrying Value” shall
mean, with respect to any Partnership asset, the asset’s adjusted basis for
federal income tax purposes, except that the Carrying Values of all Partnership
assets shall be adjusted to equal their respective Fair Market Values in
accordance with the rules set forth in Treasury Regulations Section
1.704-1(b)(2)(iv)(f), except as otherwise provided herein, immediately prior to:
(i) the date of the acquisition of any additional Partnership Interest by any
new or existing Partner in exchange for more than a de minimis Capital
Contribution; (ii) the date of the distribution of more than a de minimis amount
of Partnership cash or property (other than a pro rata distribution) to a
Partner as consideration for the Partner’s interest in the Partnership; (iii)
such other dates as may be specified in Treasury Regulations under Section 704
of the Code or expressly provided for elsewhere in this Agreement; or (iv) the
date of the liquidation of the Partnership under Section 708(b)(1)(B) of the
Code; provided,
that adjustments pursuant to clauses (i), (ii) and (iii) above shall be made
only if the General Partner reasonably determines that such adjustments are
necessary or appropriate to reflect the relative economic interests of the
Partners.  The Carrying Value of any Partnership asset distributed to
any Partner shall be adjusted immediately prior to such distribution to equal
its Fair Market Value.  In the case of any Partnership asset that has
a Carrying Value that differs from its adjusted tax basis, Carrying Value shall
be adjusted by the amount of depreciation, amortization or cost recovery
deductions which bears the same ratio to such Carrying Value as the U.S. federal
income tax depreciation, amortization or other cost recovery deductions bears to
such adjusted tax basis (provided, that if the
U.S. federal income tax depreciation, amortization or other cost recovery
deduction is zero, the General Partner may use any reasonable method for
purposes of determining depreciation, amortization or other cost recovery
deductions).




“Certificate of
Conversion” shall mean the Certificate of Conversion filed by Aston LLC
in accordance with the Delaware Limited Liability Company Act.




“Certificate of
Partnership” shall mean the Certificate of Limited Partnership of the
Partnership filed in accordance with the Act, as the same may be amended and/or
restated from time to time.




“Claims Notice” shall
have the meaning specified in Section 9.5(a) hereof.




“Code” shall mean the
United States Internal Revenue Code of 1986, as from time to time amended, and
any successor thereto, together with all regulations promulgated
thereunder.




“Committee Vote” shall
have the meaning specified in Section 3.2(b)(ii) hereof.




“Compensation Expense”
shall have the meaning specified in Section 4.2(h) hereof.




“Controlled Affiliate”
shall mean, with respect to a Person, any Affiliate of such Person under its
“control,” as the term “control” is defined in the definition of “Affiliate”;
provided,
however, that a Fund shall not be deemed to be a Controlled Affiliate of
the Partnership (or its Controlled Affiliates) for purposes of this Agreement if
it is a bona fide collective investment vehicle offered to third parties for
investment purposes in which more than 85% of the capital has been provided by
Persons who are not (i) the Partnership (or its Controlled Affiliates), (ii) the
Employee Equityholders or other Officers or employees of the Partnership (or its
Controlled Affiliates), or any of the members of the Immediate Family of the
foregoing Persons, or (iii) any Affiliate of any of the foregoing Persons
described in clauses (i) and (ii).


A-4




“Year 4 Call Date”
shall mean December 31, 2013.




“Convert” shall have
the meaning specified in Section 5.1(a) hereof, and “Conversion” shall
have the corresponding meaning.




“Covered Person” shall
mean (i) a Partner, (ii) any Affiliate of a Partner, (iii) any officer,
director, shareholder, partner, employee or member of a Partner or any of its
Affiliates, (iv) any Officer, and (v) any other employee of the Partnership (or
its Controlled Affiliates) who (solely in the case of this clause (v)) is from
time to time designated a “Covered Person” by the Management Committee with the
written consent of the General Partner.




“Dispute” shall have
the meaning specified in Section 10.6(a) hereof.




“Effective Date” shall
mean the date on which the Effective Time occurs.




“Effective Time” shall
mean immediately prior to the Closing under the Merger Agreement.




“Eligible Person”
shall have the meaning specified in Section 3.2(b)(i) hereof.




“Employee
Equityholder” shall mean (i) in the case of any Limited Partner who is a
natural person, such Limited Partner, and (ii) in the case of any Limited
Partner that is not a natural person, that certain employee of the Partnership
(or its Controlled Affiliates) who is the grantor of a trust which is such
Limited Partner, or is an owner of capital stock of, or other equity interests
in, such Limited Partner and is listed as such on Schedule A hereto
(including any such employee after such employee has transferred any of his or
her interest in such Limited Partner to a Permitted Transferee).  For
all purposes of this Agreement, any Limited Partner described in clause (ii)
above and any Permitted Transferee of such certain employee or such Limited
Partner shall be deemed to be “related” to such certain employee and such
certain employee shall be “related” to such Limited Partner and such Permitted
Transferee, and any reference to “Employee Equityholder” in this Agreement shall
be deemed to refer to any such “related” Limited Partner and Permitted
Transferee in addition to such certain employee.




“Employment Agreement”
shall mean each of the Employment Agreements as defined in the Merger Agreement,
and any other employment agreement among the Partnership (or its Controlled
Affiliates), the General Partner and an Employee Equityholder entered into
following the Effective Time.




“Employment Termination
Event” shall mean, with respect to an Employee Equityholder, the
termination of the employment by the Partnership (and all of its Controlled
Affiliates employing such Employee Equityholder, if any) of such Employee
Equityholder for any reason (other than in connection with a dissolution or
liquidation of the Partnership).




“ERISA” shall mean the
Employee Retirement Income Security Act of 1974, as amended from time to time,
and any successor to such act.


A-5




“Excess Operating
Allocation” shall mean, as of any date of determination, the excess
Operating Allocation (if any) remaining for the twelve (12) months ending on
such date following the payment (or reservation for payment) of all expenses,
obligations, expenditures and other costs of the Partnership (and its Controlled
Affiliates) (including any such amount established as a reserve in a prior
period that is reasonably determined by the Management Committee to have been in
excess of what was necessary for such reserve).




“Existing LLC
Agreement” shall mean the Third Amended and Restated Limited Liability
Company Agreement of Aston Asset Management, LLC, dated as of August 10,
2009.




“Fair Market Value”
shall mean the fair value as reasonably determined by the General Partner or,
solely for purposes of Section 4.4 hereof if there shall be no General Partner,
the Liquidating Trustee.




“For Cause” shall
mean, with respect to the termination of an employee’s (including an Employee
Equityholder’s) employment with the Partnership (or its Controlled Affiliates),
or his or her removal from the Management Committee or from his or her position
as an Officer, any of the following:




(i)         such
employee has engaged in any criminal act which is or involves a serious felony
offense, a violation of federal or state securities laws or regulations (or
equivalent laws or regulations of any country or political subdivision thereof),
embezzlement, fraud, wrongful taking or misappropriation of property, or theft
or any other crime involving dishonesty;




(ii)        such
employee has (a) persistently failed to perform his or her duties and such
failure has continued for a period of not less than thirty (30) days following
written notice from the Management Committee or the General Partner (provided that no such
notice shall be required for “For Cause” to exist following conduct that is
intentional or recurring in nature) or (b) failed to devote substantially all of
his or her working time (i.e., normal business hours) to the performance of such
duties; or




(iii)       such
employee has violated or breached any material provision (including, without
limitation, non-competition, non-solicitation, non-disparagement and
confidentiality provisions) of his or her Employment Agreement, Partner
Non-Competition Agreement or Partner Non-Solicitation Agreement.




“Fund” shall mean any
collective investment vehicle (whether open-ended or closed-ended), including,
without limitation, an investment company (whether or not registered under the
1940 Act), a general or limited partnership, a trust or a commingled fund, in
any such case organized (or otherwise formed) in any jurisdiction.




“GAAP” shall mean U.S.
generally accepted accounting principles.




“General Partner”
shall mean Highbury Financial Inc. and any Person who becomes a successor
General Partner pursuant to the provisions of this Agreement; provided, however, that if any
Affiliate of the General Partner shall at any time hold Partnership Points, such
Partnership Points shall be treated in the identical manner as Partnership
Points held by the General Partner for all purposes under this
Agreement.


A-6




“Governmental
Authority” shall mean any foreign, federal, state or local court,
governmental authority or regulatory body.




“Immediate Family”
shall mean, with respect to any natural person, (i) such person’s spouse,
parents, grandparents, children, grandchildren and siblings, (ii) such person’s
former spouse(s) and current spouses of such person’s parents, grandparents,
children, grandchildren and siblings and (iii) estates, trusts, partnerships and
other entities of which a majority of the interests are held directly or
indirectly by the foregoing.




“Indebtedness” shall
mean, with respect to a Person: (i) all indebtedness of such Person for borrowed
money or for the deferred purchase price of property or services (other than
current trade liabilities incurred in the ordinary course of business and
payable in accordance with customary practices); (ii) any other indebtedness of
such Person which is evidenced by a note, bond, debenture or similar instrument;
(iii) all obligations of such Person under any financing leases; (iv) all
obligations of such Person in respect of acceptances issued or created for the
account of such Person; (v) all obligations of such Person under non-competition
agreements reflected as liabilities on a balance sheet of such Person in
accordance with GAAP; (vi) all liabilities secured by any Lien on any property
owned by such Person even though such Person has not assumed or otherwise become
liable for the payment thereof; and (vii) all net obligations of such Person
under interest rate, commodity, foreign currency and financial markets swaps,
options, futures and other hedging obligations.




“Independent Public
Accountants” shall mean, from and after the Effective Time,
PricewaterhouseCoopers LLP, or any other independent certified public accountant
retained by the Partnership following the Effective Time to replace
PricewaterhouseCoopers LLP with the prior written consent of the General
Partner.




“Initial Partners”
shall mean those Persons who are Partners at the Effective Time.




“Initial Points” shall
mean, with respect to a Limited Partner and its Permitted Transferees, those
Series B Points held by such Limited Partner in the Partnership at the Effective
Time, together with any Series A Points resulting from the Conversion of such
Series B Points, provided that
Partnership Points shall cease to be Initial Points from and after the date on
which they are acquired by the General Partner (or its assignee) or any other
Limited Partner.




“Initial Put Points”
shall have the meaning specified in Section 5.3(e) hereof.




“Investment Management
Services” shall mean any services which involve: (i) the management of an
investment account or Fund (or portions thereof or a group of investment
accounts or Funds); (ii) the giving of advice with respect to the investment
and/or reinvestment of assets or funds (or any group of assets or funds); or
(iii) otherwise acting as an “investment
adviser” within the meaning of the Advisers Act, including, without
limitation, in each of the foregoing cases, performing activities related or
incidental thereto.


A-7




“Lien” shall mean any
mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance,
lien (statutory or other), charge or other security interest or any preference,
priority or other security agreement or preferential arrangement of any kind or
nature whatsoever (including, without limitation, any conditional sale or other
title retention agreement and any financing lease having substantially the same
economic effect as any of the foregoing) or any other restrictions, liens or
claims of any kind or nature whatsoever, excluding liens of lessors under
operating leases that do not extend beyond the property
leased.  Notwithstanding the foregoing, the following items shall not
constitute Liens under this Agreement: (i) Liens for taxes, assessments,
governmental charges or claims that are being contested in good faith by
appropriate legal proceedings promptly instituted and diligently conducted and
for which an adequate reserve or other appropriate provision, if any, as shall
be required in conformity with GAAP shall have been made; (ii) statutory Liens
of landlords and carriers, warehousemen, mechanics, suppliers, materialmen,
repairmen or other similar Liens arising in the ordinary course of business and
with respect to amounts not yet delinquent or being contested in good faith by
appropriate legal proceedings promptly instituted and diligently conducted and
for which an adequate reserve or other appropriate provision, if any, as shall
be required in conformity with GAAP shall have been made; and (iii) statutory
Liens incurred in the ordinary course of business in connection with workers’
compensation, unemployment insurances and other types of social
security.




“Limited Partner”
shall mean any Person admitted to the Partnership as a Partner pursuant to the
provisions of this Agreement, other than the General Partner and any of its
Affiliates that have been admitted as a Partner.




“Limited Partner Bankruptcy
Event” shall have the meaning specified in Section 5.2(f)
hereof.




“Liquidating Trustee”
shall have the meaning specified in Section 7.3 hereof.




“Liquidation Date”
shall mean (i) the date upon which a final distribution is made to the Partners
under Section 4.4 hereof, or (ii) the date of the closing of a transaction under
Section 6.2(c), in either such case following a sale of all or substantially all
of the business of the Partnership and its Controlled Affiliates to a third
party who is not an Affiliate of any Partner.




“Liquidation Date
Consideration” shall mean, with respect to the General Partner’s purchase
of Partnership Points pursuant to Section 5.2, an obligation on the part of the
General Partner to pay to the Selling Partner, on the Liquidation Date, an
amount equal to the lesser of: (i) the portion of the Purchase Price designated
as Liquidation Date Consideration in Section 5.2(d); or (ii) the amount
calculated in clause (i) of this definition, multiplied by a fraction (a) the
numerator of which is the Applicable Base Cash Flow determined as of the last
day of the most recently completed calendar month prior to the Liquidation Date,
and (b) the denominator of which is the Applicable Base Cash Flow determined as
of the last day of the calendar month in which the Employment Termination Event
of such Employee Equityholder occurred.


A-8




“Liquidation
Preference” shall mean, as of any time of determination, an amount equal
to the sum of (i) the aggregate positive Capital Account balances of those
Partners holding Series A Points as of such time of determination (or an
allocable portion thereof, in the case of any Partner holding both Series A
Points and Series B Points at such time of determination), plus (ii)
$138,000,000, plus (iii) accretion at a rate of fifteen percent (15%) per annum
(compounded annually), calculated from the Effective Date through such time of
determination, on a principal amount equal to the aggregate positive Capital
Account balances of the Partners as of immediately following the Effective Time
plus the dollar amount set forth in clause (ii) of this definition.




“LLC Conversion” shall
have the meaning specified in Section 2.1(a) hereof.




“Losses” shall have
the meaning specified in Section 9.4 hereof.




“Majority Limited Partner
Vote” shall mean the affirmative approval, by vote or written consent, of
Limited Partners holding a majority of the outstanding Partnership Points then
held by all Limited Partners.




“Management Committee”
shall have the meaning specified in Section 3.2(b) hereof.




“Merger Agreement”
shall mean that certain Merger Agreement, dated as of the date hereof, by and
among AMG, Highbury Financial Inc. and Manor LLC, as the same may be amended
from time to time.




“Minimum Compensation
Amount” shall mean, as of any date of determination, the greater of (a)
$6,000,000 or (b) the product of (i) 25.0% and (ii) the excess of (A) Revenues
From Operations during the twelve (12) months ending on the last day of the
calendar month immediately preceding such date of determination, minus (B) the
combined expenses, obligations, expenditures and other costs of the Partnership
(and its Controlled Affiliates) (other than in respect of compensation) during
such twelve (12) month period (determined on an accrual basis in accordance with
GAAP consistently applied).




“Nonrecourse
Deductions” shall have the meaning set forth in Treasury Regulations
Section 1.704-2(b).  The amount of Nonrecourse Deductions for a
partnership taxable year equals the net increase, if any, in the amount of
Partnership Minimum Gain during that partnership taxable year, reduced (but not
below zero) by the aggregate distributions made during the year of proceeds of a
nonrecourse liability that are allocable to an increase in Partnership Minimum
Gain, determined according to the provisions of Treasury Regulations Section
1.704-2(c).




“Officers” shall have
the meaning specified in Section 3.3(a) hereof.




“Operating Allocation”
shall mean, for any period, an amount equal to the sum of (a) the difference
between (i) Revenues From Operations for such period, minus (ii) the Owners’
Allocation for such period, plus (b) any amounts
expressly required to be added directly to the Operating Allocation for such
period by the provisions of this Agreement (including, without limitation, the
proviso to the definition of “Revenues From Operations”).




“Original Exercise
Period” shall have the meaning specified in Section 5.2(b)
hereof.




“Outside CEO” shall
have the meaning specified in Section 3.2(d)(ii) hereof.


A-9




“Owners’ Allocation”
shall mean, for any period, the Owners’ Allocation Percentage multiplied by the
Revenues From Operations for such period.




“Owners’ Allocation
Expenditure” shall have the meaning specified in Section 3.5(a)
hereof.




“Owners’ Allocation
Percentage” shall mean thirty-three percent (33.0%).




“Partner” shall mean
any Person admitted to the Partnership pursuant to the provisions of this
Agreement as a “partner” within the meaning of the Act, which includes the
General Partner, any Affiliate thereof admitted as a Partner and the Limited
Partners, and includes any Person admitted as an Additional Limited Partner or a
Substitute Limited Partner, in such Person’s capacity as a Limited Partner of
the Partnership (unless otherwise indicated).  For purposes of the
Act, the Partners shall constitute one (1) class or group of
partners.




“Partner Allocation
Share” shall mean, in connection with any amount to be allocated (an
“Allocation
Amount”) to the Partners under Article IV “in accordance with each
Partner’s Partner Allocation Share”, (a) with respect to the General Partner, an
amount equal to (i) such Allocation Amount, multiplied by (ii) a fraction, the
numerator of which is the number of Partnership Points held by the General
Partner as of the first day of such calendar quarter, and the denominator of
which is the total number of Partnership Points outstanding plus the total
number of Reserve Points, in each case, as of the first day of such calendar
quarter, and (b) with respect to each Limited Partner, an amount equal to such
Limited Partner’s pro rata share (in accordance with the number of Partnership
Points held by such Limited Partner as of the first day of such calendar
quarter) of the amount equal to the difference between (i) such Allocation
Amount, minus (ii) the portion of such Allocation Amount provided for in clause
(a) above.




“Partner Non-Competition
Agreement” shall mean each of the Partner Non-Competition Agreements as
defined in the Merger Agreement, and any other partner non-competition agreement
among the Partnership, the General Partner and an Employee Equityholder entered
into following the Effective Time.




“Partner Non-Solicitation
Agreement” shall mean any non-solicitation/non-disclosure agreement among
the Partnership, the General Partner and an Employee Equityholder entered into
following the Effective Time in such form as the General Partner may
determine.




“Partner Nonrecourse Debt
Minimum Gain” shall mean an amount with respect to each partner
nonrecourse debt (as defined in Treasury Regulations Section 1.704-2(b)(4))
equal to the Partnership Minimum Gain that would result if such partner
nonrecourse debt were treated as a nonrecourse liability (as defined in Treasury
Regulations Section 1.752-1(a)(2)) determined in accordance with Treasury
Regulations Section 1.704-2(i)(3).




“Partner Nonrecourse
Deductions” shall have the meaning set forth in Treasury Regulations
Section 1.704-2(i)(2).




“Partnership” shall
have the meaning specified in the preamble hereto.


A-10




“Partnership Interest”
shall mean a Partner’s limited partnership interest in the Partnership, which
includes such Partner’s Partnership Points as well as such Partner’s Capital
Account and other rights under this Agreement and the Act.




“Partnership Minimum
Gain” shall have the meaning set forth in Treasury Regulations Sections
1.704-2(b)(2) and 1.704-2(d).




“Partnership Points”
shall mean, collectively, the Series A Points, Series B Points and Subsequent
Points authorized by the Partnership pursuant to this Agreement (and excluding
any Reserve Points), entitling the holders thereof to the relative rights, title
and interests in the profits, losses, deductions and credits of the Partnership
at any particular time as are set forth in this Agreement, and any and all other
benefits to which a holder thereof may be entitled as a Partner as provided in
this Agreement.  With respect to a particular Partner as of any date,
“Partnership
Points” shall mean the aggregate number of Series A Points, Series B
Points and Subsequent Points belonging to such Partner as set forth on Schedule A
hereto.




“Permanent Incapacity”
shall mean, with respect to an Employee Equityholder, that such Employee
Equityholder has been permanently and totally unable, by reason of injury,
illness or other similar cause (determined pursuant to the process set forth in
the following sentence) to have performed his or her substantial and material
duties and responsibilities for a period of three hundred sixty five (365)
consecutive days, which injury, illness or similar cause (as determined pursuant
to such process) would render such Employee Equityholder incapable of operating
in a similar capacity and manner in the future.  The foregoing
determination shall be made by a licensed physician selected jointly by the
Management Committee and the General Partner; provided, however, that if the
General Partner (or any of its Affiliates) or the Partnership (with the written
consent of the General Partner) has purchased key-man disability insurance with
respect to such Employee Equityholder, which policy is then in effect, then such
determination shall be made either (i) by an agreement between such physician
and a physician selected by the insurance company with which the General Partner
or the Partnership has entered into such insurance policy, or, if the two
physicians cannot arrive at an agreement, a third physician will be chosen by
the first two physicians, and the majority decision of the three physicians will
then be binding, or (ii) if a different procedure is then required under such
insurance policy, then by using such other procedure as may then be required by
the insurance company issuing such policy (provided that such
procedure is customary for the applicable type of policy).




“Permitted Transferee”
shall mean, with respect to any Limited Partner, its transferees pursuant to the
provisions of Sections 6.1(b)(ii) or 6.1(b)(iii) hereof and, to the extent
expressly set forth in any consent of the General Partner pursuant to Section
6.1(b)(i), its transferees pursuant to Section 6.1(b)(i) hereof.




“Person” shall mean
any individual, partnership (limited or general), corporation, limited liability
company, limited liability partnership, association, trust, joint venture,
unincorporated organization or other entity.




“Promissory Note”
shall mean a promissory note of AMG in the form attached hereto as Exhibit
B.


A-11




“Purchase” shall have
the meaning specified in Section 5.2(a).




“Purchase Information
Statement” shall mean (a) a written schedule containing all of the
factual information reasonably required to calculate the applicable Purchase
Price or payment under Liquidation Date Consideration (as applicable),
including, without limitation, a list of all contracts with clients pursuant to
which the Partnership (or its Controlled Affiliates) obtains revenues from such
client, setting forth the assets under management for such client at each date
relevant to such calculations, the fee rates in effect as of each such date, the
revenues obtained during trailing periods relevant to such calculations,
identification of any such client who is a Related Client or who has expressed
an intention to terminate its investment management relationship with the
Partnership or reduce its assets under management and/or the fee rates payable
under such client’s investment advisory and/or subadvisory contract(s), etc.,
and such other information as the General Partner reasonably requests to be
included therein; and (b) the calculation of the Purchase Price or the payment
under Liquidation Date Consideration (as applicable), shown in reasonable detail
and setting forth the sub-components of such calculations, and having attached
thereto such evidence of the underlying factual information as is reasonably
satisfactory to the General Partner.




“Purchase Money Lien”
shall mean a Lien securing Indebtedness of the Partnership (or any Controlled
Affiliate) for borrowed money incurred to finance the acquisition of fixed or
capital assets (whether pursuant to a deferred purchase agreement with a vendor,
a loan, a financing lease or otherwise), provided that: (i)
such Lien shall be created substantially simultaneously with the acquisition of
such fixed or capital assets; (ii) such Lien does not at any time encumber any
property other than property financed by such Indebtedness; (iii) the principal
amount of such Indebtedness secured thereby is not thereafter increased; and
(iv) the principal amount of such Indebtedness secured by such Lien shall at no
time exceed the purchase price of such property.




“Purchase Price” shall
have the meaning specified in Section 5.2(d) or 5.3(f) hereof (as the context
requires).




“Purchased Interest”
shall have the meaning set forth in Section 5.2(a) hereof.




“Put Acceleration
Event” shall have the meaning specified in Section 5.4(a)
hereof.




“Put Notice” shall
have the meaning specified in Section 5.3(e) hereof.




“Put Notice Deadline”
shall have the meaning specified in Section 5.3(e) hereof.




“Put Notice Month”
shall mean [month] (which is the first month of the calendar quarter immediately
preceding the calendar quarter in which the Closing occurred under the Merger
Agreement).




“Put Points” shall
have the meaning specified in Section 5.3(e) hereof.




“Put Purchase Date”
shall have the meaning specified in Section 5.3(b), 5.3(c) or 5.4(d) hereof (as
the context requires).


A-12




“Put Purchase Month”
shall have the meaning specified in Section 5.3(b) hereof.




“Regulatory
Allocations” shall have the meaning specified in Section 4.5(f)
hereof.




“Related Agreements”
shall mean the Employment Agreement and the Partner Non-Competition
Agreements.




“Related Client” shall
mean any client that is (i) a Partner, an Employee Equityholder, the Partnership
or a Controlled Affiliate thereof, (ii) an Affiliate of any Partner (other than
the General Partner), any Employee Equityholder, the Partnership or any
Controlled Affiliate thereof, (iii) an equity holder (or other owner), director,
officer, employee or Immediate Family member of any of the foregoing, (iv) a
trust or Fund in which any of the foregoing is a holder of a beneficial interest
(in the case of this clause (iv) with respect to a Fund, solely to the extent of
the proportionate assets under management in such Fund represented by such
beneficial interest) or (v) AMG or any Controlled Affiliate thereof (except to
the extent otherwise agreed by the General Partner in writing).




“Removal For Cause”
shall mean, with respect to an Employee Equityholder, a determination by either
(i) the Management Committee (excluding for all purposes the Employee
Equityholder whose removal is being considered), with the prior written consent
of the General Partner, or (ii) the General Partner, in either case, to remove
such Employee Equityholder as a Partner of the Partnership following a
termination of the employment of such Employee Equityholder with the Partnership
(and its Controlled Affiliates) after such Employee Equityholder has engaged in
conduct falling within the definition of “For Cause” hereunder.




“Removal Upon the Instruction
of theManagement Committee”
shall mean, with respect to an Employee Equityholder, a determination by the
Management Committee (excluding for all purposes the Employee Equityholder whose
removal is being considered), with the prior written consent of the General
Partner, to remove such Employee Equityholder as a Partner of the Partnership
following a termination of the employment of such Employee Equityholder with the
Partnership (and its Controlled Affiliates) for any reason other than (i)
Removal For Cause or (ii) due to the Permanent Incapacity of such Employee
Equityholder.




“Repurchase Notice”
shall have the meaning specified in Section 5.2(b).




“Reserve Points” shall
mean, as of any date, the number of notional Partnership Points as determined by
majority vote of the Limited Partners with the General Partner’s prior written
consent and reflected on Schedule A hereto
from time to time.  As of the date of this Agreement, the number of
Reserve Points equals 15 plus the number of Initial Points of a Partner
identified on Schedule A hereto who, for any reason, did not become an Initial
Partner at the Effective Time, all of which points shall be issued within two
years of the anniversary of the Effective Time. For the avoidance of doubt, once
a notional Reserve Point is no longer part of the reserve pool and is issued to
a Limited Partner pursuant to a Subsequent Points Purchase Agreement, such
notional interest is then deemed to be a Subsequent Point
herein.


A-13




“Retirement” shall
mean, with respect to an Employee Equityholder, the termination by such Employee
Equityholder of such Employee Equityholder’s employment with the Partnership
(and its Controlled Affiliates): (i) after the date such Employee Equityholder
shall have been continuously employed by the Partnership (or its Controlled
Affiliates) for a period of fifteen (15) years, commencing with the later of the
Effective Time or the date such Employee Equityholder commenced his or her
employment with the Partnership (or its Controlled Affiliates) (and, for the
avoidance of doubt, not counting any period of employment occurring prior to the
Effective Time), as applicable, except to the extent a period shorter than
fifteen (15) years has been expressly specified (with the General Partner’s
prior written consent) in an Employment Agreement entered into between the
Partnership, the General Partner and such Employee Equityholder (in which case
such shorter period shall apply); and (ii) pursuant to a written notice given to
the Partnership and the General Partner not less than one (1) year prior to the
date of such termination of employment.




“Revenues From
Operations” shall mean, for any period, the consolidated gross revenues
of the Partnership (and its Controlled Affiliates), determined on an accrual
basis in accordance with GAAP consistently applied (but including other income
such as interest, dividend income and gains on the sale of assets); provided, that
Revenues From Operations:




(i)         shall
be calculated with respect to administrative and subadvisory reimbursement fees
on a net basis;




(ii)        shall
not include proceeds received by the Partnership (or its Controlled Affiliates)
during such period from the sale, exchange or other disposition of all, or a
substantial portion (as determined by the General Partner), of the assets of the
Partnership and its Controlled Affiliates (and any such proceeds shall be
allocated in accordance with the allocation of gains and losses in Sections
4.2(e) or 4.2(f) hereof, as the case may be);




(iii)       shall
not include revenues received by the Partnership (or its Controlled Affiliates)
from the issuance by the Partnership of additional Partnership Points, other
Partnership Interests, or other securities issued by the Partnership or any of
its Controlled Affiliates (and any such proceeds shall be utilized in accordance
with Section 4.5(g) hereof);




(iv)       shall
not include payments received by the Partnership (or its Controlled Affiliates)
pursuant to any insurance policies the premiums on which were paid from
Operating Allocation (or the ratable portion attributable to those premiums paid
out of the Operating Allocation, if not entirely paid out of the Operating
Allocation) (and any such payments shall be added directly to the Operating
Allocation for the period in which they are received), other than payments
received pursuant to business interruption or similar insurance (payments on
which shall constitute Revenues From Operations); and




(v)        shall
not include payments received by the Partnership (or its Controlled Affiliates)
from third parties to the extent constituting direct reimbursements of expenses
previously paid from the Operating Allocation (and any such payments shall be
added directly to the Operating Allocation for the period in which they are
received).




“Rules” shall have the
meaning specified in Section 10.6(a) hereof.




“SEC” shall mean the
Securities and Exchange Commission, and any successor Governmental Authority
thereto.


A-14




“Section 5.2 Call”
shall have the meaning specified in Section 5.2(a).




“Section 5.2 Put”
shall have the meaning specified in Section 5.2(a).




“Section 5.2 Put/Call
Event” shall have the meaning specified in Section 5.2(a).




“Section 5.3 Put”
shall have the meaning specified in Section 5.3(a).




“Securities Act” shall
mean the Securities Act of 1933, as it may be amended from time to time, and any
successor thereto.




“Selling Partner”
shall have the meaning specified in Section 5.2(a).




“Series A Points”
shall mean, as of any date, with respect to a Partner, the number of Series A
Points of such Partner as set forth on Schedule A
hereto.  Series A Points shall have the rights and preferences set
forth in this Agreement, but except where otherwise specified shall be treated
as one class of Partnership Points with the Series B Points.




“Series B Points”
shall mean, as of any date, with respect to a Partner, the number of Series B
Points of such Partner as set forth on Schedule A
hereto.  Series B Points shall have the rights and preferences set
forth in this Agreement, but except where otherwise specified shall be treated
as one class of Partnership Points with the Series A Points.




“Stock Price” shall
mean, for any trading day, the closing price for one AMG Share, which shall be
the last sale price or, in the case no such sale takes place on such trading
day, the average of the closing bid and asked prices, in either case as reported
in the principal consolidated transaction reporting system with respect to
securities listed on the principal national securities exchange or other market
on which AMG Shares are listed or admitted to trading; or, if on any such
trading day no bids are quoted by any such organization, the average of the
closing bid and asked prices as furnished by a professional market maker making
a market in such security reasonably selected by the Board of Directors of
AMG.




“Subsequent Points”
shall mean, with respect to a Limited Partner and its Permitted Transferees, all
Partnership Points held by such Limited Partner or Permitted Transferee (as
applicable) that are not Initial Points.




“Subsequent Points Purchase
Agreement” shall mean a written agreement entered into between the
General Partner and a Limited Partner in connection with the acquisition of
Subsequent Points by such Limited Partner.




“Subsequent Points
FMV” shall have the meaning specified in Section
5.2(d)(iii).




“Subsequent Exercise
Period” shall have the meaning specified in Section 5.2(b)
hereof.




“Subsequent Put
Points” shall have the meaning specified in Section 5.3(e).




“Substitute Limited
Partner” shall have the meaning specified in Section 6.3(a)
hereof.


A-15




“Successor CEO” shall
have the meaning specified in Section 3.2(d)(ii) hereof.




“Transaction
Agreement” shall mean the Merger Agreement and any Related
Agreement.




“Transfer” shall mean
any direct or indirect sale, assignment, transfer (including, without
limitation, by merger, conversion or operation of law), gift or exchange, and
“Transferred”
and “Transferring” shall
have the corresponding meaning.




“Treasury Regulations”
shall mean the regulations promulgated under the Code as such regulations may be
amended from time to time (including the corresponding provisions of succeeding
regulations).




“Unsatisfactory
Performance” shall mean a determination by the Management Committee, with
the prior written consent of the General Partner, that an Employee Equityholder
has failed to meet minimum requirements of satisfactory performance of his or
her job; provided, that, the Management
Committee shall not be permitted to make such a finding in the one year period
following the appointment of an Outside CEO with respect to any Employee
Equityholder who was an Employee Equityholder on the date of the appointment of
the Outside CEO.




“Wire Transfer” shall
mean a payment in immediately available funds by wire transfer in lawful money
of the United States of America as the case may be, to such account or accounts
as shall have been designated by notice from the receiving party to the paying
party at least three (3) Business Daysprior
to the date such payment is to be made.


A-16




Exhibit
B




Form of Promissory
Note







Schedule
A




Partners, Employee
Equityholders, Partnership Points and Capital Accounts





Schedule
B





Management Committee
Members





Schedule
C





Certain
Expenses








Schedule
D