Exhibit 10.3


 


TAX RECEIVABLE AGREEMENT


 


This TAX RECEIVABLE AGREEMENT (as amended
from time to time, this “Agreement”), dated as of October 3, 2007,
is hereby entered into by and among Duff & Phelps Corporation, a
Delaware corporation (the “Corporation”), Duff & Phelps
Acquisitions, LLC, a Delaware limited liability company (“DPA”), and
each of the undersigned parties hereto identified as “Members.”


 


RECITALS


 


WHEREAS, the Members hold member interests (“Units”)
in DPA, which is treated as a partnership for United States federal income tax
purposes;


 


WHEREAS, the Corporation is the managing
member of, and holds and will hold Units in, DPA; 


 


WHEREAS, the Corporation will be entitled to
depreciation, amortization and other recovery of cost or basis for Tax purposes
in respect of the IPO Date Intangible Assets (as defined below); 


 


WHEREAS, as a result of the Members agreeing
to hold Units rather than transferring all of their Units in exchange for Class
A Shares (as defined below), the Corporation will incur significantly lower tax
liabilities on an ongoing basis with respect to the operations of DPA;


 


WHEREAS, the Units held by the Members are
exchangeable for Class A common stock (the “Class A Shares”) of the
Corporation;


 


WHEREAS, DPA and each of its direct and
indirect subsidiaries treated as a partnership for United States federal income
tax purposes will have in effect an election under Section 754 of the United
States Internal Revenue Code of 1986, as amended (the “Code”), for each
Taxable Year (as defined below) in which an exchange of Units for Class A
Shares occurs, which election is intended to result in an adjustment to the tax
basis of the assets owned by DPA and such subsidiaries (solely with respect to
the Corporation) at the time (such time, the 


 

















 


“Exchange
Date”) of an exchange of Units for Class A Shares or any other acquisition
of Units for cash or otherwise (collectively, an “Exchange”)  by reason of such Exchange and the payments
under this Agreement;


 


WHEREAS, the contribution of proceeds by the
Corporation to DPA and the use of such proceeds to redeem a number of New Class
A Units, all pursuant to that certain Reorganization Agreement, dated as of
April 9, 2007, among DPA and the other parties named therein (the restructuring
transaction of DPA contemplated therein, the “Reorganization”), shall be
treated as an Exchange for all purposes of this Agreement; 


 


WHEREAS, the income, gain, loss, expense and
other Tax (as defined below) items of (i) the Corporation, as a member of DPA (and
in respect of each of DPA’s direct and indirect subsidiaries treated as a partnership
for United States federal income tax purposes), with respect to the IPO Date
Intangible Assets and the Specified Assets, may be affected by the existing Tax
basis of the IPO Date Intangible Assets and by the Basis Adjustment (defined
below) with respect to the IPO Date Intangible Assets and the Specified Assets and
(ii) the Corporation may be affected by the Imputed Interest (as defined
below); and


 


WHEREAS, the parties to this Agreement desire
to make certain arrangements with respect to the actual or deemed effect of the
Tax basis of the IPO Date Intangible Assets, the Basis Adjustment and the Imputed
Interest on the liability for Taxes of the Corporation.


 


NOW, THEREFORE, in consideration of the
foregoing and the respective covenants and agreements set forth herein, and
intending to be legally bound hereby, the parties hereto agree as follows:


 


ARTICLE I



DEFINITIONS


 


Definitions. As used
in this Agreement, the terms set forth in this Article I shall have the
following meanings (such meanings to be equally applicable to both the singular
and plural forms of the terms defined).


 


“Advisory Firm” means Skadden, Arps,
Slate, Meagher & Flom LLP, RSM McGladrey, any “big four” accounting firm or
any other law firm that is nationally recognized as being expert in Tax matters
and that is agreed to by the Board of Directors of the Corporation.


 


“Advisory Firm Letter” shall mean a
letter from the Advisory Firm stating that the relevant schedule, notice or
other information to be provided by the Corporation to the


 


2

















 


Exchanging
Member and all supporting schedules and work papers were prepared in a manner
consistent with the terms of this Agreement and, to the extent not expressly
provided in this Agreement, on a reasonable basis in light of the facts and law
in existence on the date such schedule, notice or other information is
delivered to the Exchanging Member.


 


“Affiliate” means, with respect to any
Person, any other Person that directly or indirectly, through one or more
intermediaries, Controls, is Controlled by, or is under common Control with,
such first Person.  


 


“Agreed Rate” means LIBOR plus 100
basis points.


 


“Agreement” is defined in the preamble
of this Agreement.


 


“Amended Schedule” is defined in
Section 2.04(b) of this Agreement.


 


“Amount Realized” means, in respect of
an Exchange by an Exchanging Member, the amount that is deemed for purposes of
this Agreement to be the amount realized by the Exchanging Member on the
Exchange, which shall be the sum of (i) the Market Value of the
Class A Shares, the amount of cash and the amount or fair market value of
other consideration transferred to the Exchanging Member in the Exchange and (ii) the
Share of Liabilities attributable to the Units Exchanged.  The amount realized by an Exchanging Member,
as so determined, may differ from the amount realized by the Exchanging Member
for purposes of Section 1001 of the Code.


 


“Basis Adjustment” means the deemed adjustment
to the Tax basis of an IPO Date Intangible Asset or a Specified Asset, in each
case, arising in respect of an Exchange, as calculated under Section 2.01 of
this Agreement, under the principles of Section 732 of the Code (in a situation
where, as a result of one or more Exchanges, DPA becomes an entity that is
disregarded as separate from its owner for tax purposes) or Sections 743(b) and
754 of the Code (including in situations where, following an Exchange, DPA
remains in existence as an entity for tax purposes) and, in each case,
comparable sections of state, local and foreign Tax laws.  Notwithstanding any other provision of this
Agreement, the amount of any Basis Adjustment resulting from an Exchange of one
or more Units shall be determined without regard to any Pre-Exchange Transfer
of such Units and as if any such Pre-Exchange Transfer had not occurred.


 


A “Beneficial Owner” of a security is a Person who directly or
indirectly, through any contract, arrangement, understanding, relationship or
otherwise, has or shares: (i) voting power, which includes the power to vote,
or to direct the voting of, such security and/or (ii) investment power, which
includes the power to dispose of, or to direct the disposition of, such
security.  The terms “Beneficially Own”
and “Beneficial Ownership” shall have correlative meanings.


 


3

















 


“Board” means the board of directors of the Corporation.  


 


“Business Day” means Monday through
Friday of each week, except that a legal holiday recognized as such by the
government of the United States of America or the State of New York shall not
be regarded as a Business Day.


 


“Change of Control” means the
occurrence of any of the following events:


 


(i)                                     any Person or any group of Persons
acting together which would constitute a ”group” for purposes of Section
13(d) of the Securities and Exchange Act of 1934, or any successor
provisions thereto, excluding a group of Persons, which, if it
includes any Original Member or any of such Original Member’s Affiliates,
includes all Original Members then employed by DPA or any of DPA’s Affiliates,
is or becomes the Beneficial Owner, directly or indirectly, of securities of
the Corporation representing more than fifty percent (50%) of the combined
voting power of the Corporation’s then outstanding voting securities; or


 


(ii)                                  the following individuals cease for
any reason to constitute a majority of the number of directors of the Corporation
then serving: individuals who, on the date of the consummation of the initial
public offering of Class A Shares, constitute the Board and any new director
(other than a director whose initial assumption of office is in connection with
an actual or threatened election contest, including but not limited to a
consent solicitation, relating to an election of directors of the Corporation) whose
appointment or election by the Board or nomination for election by the Corporation’s
shareholders was approved or recommended by a vote of at least two-thirds (2/3)
of the directors then still in office who either were directors on the date of
the consummation of the initial public offering of Class A Shares or whose
appointment, election or nomination for election was previously so approved or
recommended by the directors referred to in this clause (ii); or


 


(iii)                               there is consummated a merger or
consolidation of the Corporation with any other corporation or other entity,
and, immediately after the consummation of such merger or consolidation, either
(x) the Board immediately prior to the merger or consolidation does not
constitute at least a majority of the board of directors of the company
surviving the merger or, if the surviving company is a subsidiary, the ultimate
parent thereof, or (y) all of the Persons who were the respective Beneficial
Owners of the voting securities of the Corporation immediately prior to such
merger or consolidation do not Beneficially Own, directly or indirectly, more
than 50% of the combined voting power of the then outstanding voting securities
of the Person resulting from such merger or consolidation; or


 


4

















 


(iv)                              the shareholders of the Corporation
approve a plan of complete liquidation or dissolution of the Corporation or
there is consummated an agreement or series of related agreements for the sale
or other disposition, directly or indirectly, by the Corporation of all or
substantially all of the Corporation’s assets, other than such sale or other
disposition by the Corporation of all or substantially all of the Corporation’s
assets to an entity, at least fifty percent (50%) of the combined voting power
of the voting securities of which are owned by shareholders of the Corporation
in substantially the same proportions as their ownership of the Corporation
immediately prior to such sale. 


 


Notwithstanding the foregoing, except with
respect to clause (ii) and clause (iii)(x) above, a “Change in Control” shall
not be deemed to have occurred by virtue of the consummation of any transaction
or series of integrated transactions immediately following which the record
holders of the shares of the Corporation immediately prior to such transaction
or series of transactions continue to have  substantially
the same proportionate ownership in an entity which owns all or substantially
all of the assets of the Corporation immediately following such transaction or
series of transactions.


 


“Class A Shares” is defined in the
Recitals of this Agreement.


 


“Code” is defined in the Recitals of
this Agreement.


 


“Control” means the possession, direct
or indirect, of the power to direct or cause the direction of the management
and policies of a Person, whether through ownership of voting securities, by
contract or otherwise. 


 


“Corporation” is defined in the
Preamble of this Agreement.


 


“Corporation Return” means the United
States federal, state, local and/or foreign Tax Return, as applicable, of the
Corporation filed with respect to Taxes of any Taxable Year.


 


“Cumulative Net Realized Tax Benefit”
for a Taxable Year means the cumulative amount of Realized Tax Benefits for all
Taxable Years of the Corporation, up to and including such Taxable Year, net of
the cumulative amount of Realized Tax Detriments for the same period.  The Realized Tax Benefit and Realized Tax Detriment
for each Taxable Year shall be determined based on the most recent Tax Benefit
Schedule or Amended Schedule, if any, in existence at the time of such
determination.


 


“Default Rate” means LIBOR plus 500
basis points.


 


5

















 


“Determination” shall have the meaning
ascribed to such term in Section 1313(a) of the Code or similar provision of
state, local and foreign Tax law, as applicable, or any other event (including
the execution of an IRS Form 870-AD) that finally and conclusively establishes
the amount of any liability for Tax.


 


“Dispute” has the meaning set forth in
Section 7.08(a).


 


“Early Termination Date” means the
date of an Early Termination Notice for purposes of determining the Early
Termination Payment.


 


“Early Termination Notice” is defined
in Section 4.02 of this Agreement.


 


“Early Termination Schedule” is
defined in Section 4.02 of this Agreement.


 


“Early Termination Payment” is defined
in Section 4.03(b) of this Agreement.


 


“Early Termination Rate” means the
lesser of (i) 6.5% and (ii) LIBOR plus 100 basis points.


 


“Exchange” is defined in the Recitals
of this Agreement, and “Exchanged” and “Exchanging” shall have correlative
meanings.


 


“Exchange Basis Schedule” is defined
in Section 2.02 of this Agreement.


 


“Exchange Date” is defined in the
Recitals of this Agreement.


 


“Exchange Payment” is defined in
Section 5.01.


 


“Exchanging Member” means a Member
that Exchanges some or all of its Units.


 


“Expert” is defined in Section 7.09 of
this Agreement.


 


“Hypothetical Tax Liability” means,
with respect to any Taxable Year, the liability for Taxes of the Corporation
(or DPA, but only with respect to Taxes imposed on DPA and allocable to the
Corporation) using the same methods, elections, conventions and similar
practices used on the relevant Corporation Return, but using the Non-Stepped Up
Tax Basis


 


6

















 


instead of the
Tax basis reflecting the Basis Adjustments of the IPO Date Intangible Assets
and the Specified Assets and excluding any deduction attributable to Imputed
Interest.


 


“Imputed Interest” shall mean any
interest imputed under Section 1272, 1274 or 483 or other provision of the Code
and any similar provision of state, local and foreign Tax law with respect to
the Corporation’s payment obligations under this Agreement.


 


“IPO” means the initial public
offering of Class A Shares by the Corporation.


 


“IPO Date” means the date on which the
Corporation contributes to DPA the net proceeds received by the Corporation in
connection with the IPO.


 


“IPO Date Intangible Asset” means each
asset that is held by DPA, or by any of its direct or indirect subsidiaries
treated as a partnership or disregarded entity for purposes of the applicable
Tax, immediately prior to the IPO Date and is described in Section 197(d) of
the Code. 


 


“IRS” means the United States Internal
Revenue Service.


 


“LIBOR” means for each month (or
portion thereof) during any period, an interest rate per annum equal to the
rate per annum reported, on the date two days prior to the first day of such
month, on the Telerate Page 3750 (or if such screen shall cease to be publicly
available, as reported on Reuters Screen page “LIBO” or by any other publicly
available source of such market rate) for London interbank offered rates for United
States dollar deposits for such month (or portion thereof).


 


“LLC Agreement” means, with respect to
DPA, the Third Amended and Restated Limited Liability Company Agreement of DPA.


 


“Market Value” shall mean the closing
price of the Class A Shares on the applicable Exchange Date on the national
securities exchange or interdealer quotation system on which such Class A
Shares are then traded or listed, as reported by the Wall Street
Journal; provided that if the closing price is not reported by the Wall Street Journal for the applicable Exchange Date, then
the Market Value shall mean the closing price of the Class A Shares on the
Business Day immediately preceding such Exchange Date on the national
securities exchange or interdealer quotation system on which such Class A
Shares are then traded or listed, as reported by the Wall Street
Journal; provided further, that if the Class A Shares are not then
listed on a National Securities Exchange or Interdealer Quotation System, “Market
Value” shall mean the cash consideration paid for Class A Shares, or the fair
market value of the other property delivered for Class A Shares, as determined
by the Board of Directors of the Corporation in good faith.


 


7

















 


“Material Objection Notice” has the
meaning set forth in Section 4.02.


 


“Members” means the parties hereto,
other than the Corporation, and each other Person who from time to time
executes a Joinder Agreement in the form attached hereto as Exhibit A. 


 


“Non-Stepped Up Tax Basis” means, with
respect to any asset at any time, the Tax basis that such asset would have had
at such time if no Basis Adjustment had been made, provided that the
Non-Stepped Up Tax Basis of an IPO Date Intangible Asset shall be assumed to be
zero.  


 


“Objection Notice” has the meaning set
forth in Section 2.04(a).


 


“Original Members” means the members
of DPA on the date of, but immediately preceding, the initial public offering
of Class A Shares.  


 


“Payment Date” means any date on which
a payment is required to be made pursuant to this Agreement.


 


“Person” means any individual,
corporation, firm, partnership, joint venture, limited liability company,
estate, trust, business association, organization, governmental entity or other
entity.


 


“Pre-Exchange Transfer” means any
transfer (including upon the death of a Member) of one or more Units (i) that
occurs prior to an Exchange of such Units, and (ii) to which Section 743(b) of
the Code applies.


 


“Realized Tax Benefit” means, for a
Taxable Year and for all Taxes collectively, the net excess, if any, of the Hypothetical
Tax Liability over the “actual” liability for Taxes of the Corporation (or DPA,
but only with respect to Taxes imposed on DPA and allocable to the Corporation
for such Taxable Year), such “actual” liability to be computed with the
adjustments described in this Agreement. 
If all or a portion of the actual liability for Taxes of the Corporation
(or DPA, but only with respect to Taxes imposed on DPA and allocable to the
Corporation for such Taxable Year) for the Taxable Year arises as a result of
an audit by a Taxing Authority of any Taxable Year, such liability shall not be
included in determining the Realized Tax Benefit unless and until there has
been a Determination.


 


“Realized Tax Detriment” means, for a
Taxable Year and for all Taxes collectively, the net excess, if any, of the “actual”
liability for Taxes of the Corporation (or DPA,


 


8

















 


but only with respect to Taxes imposed on DPA
and allocable to the Corporation for such Taxable Year), such “actual”
liability to be computed with the adjustments described in this Agreement, over
the Hypothetical Tax Liability for such Taxable Year.  If all or a portion of the actual liability
for Taxes of the Corporation (or DPA, but only with respect to Taxes imposed on
DPA and allocable to the Corporation for such Taxable Year) for the Taxable
Year arises as a result of an audit by a Taxing Authority of any Taxable Year,
such liability shall not be included in determining the Realized Tax Detriment
unless and until there has been a Determination.


 


“Reconciliation Dispute” has the
meaning set forth in Section 7.09.


 


“Reconciliation Procedures” shall mean
those procedures set forth in Section 7.09 of this Agreement.


 


“Reorganization” has the meaning set
forth in the Recitals hereto. 


 


“Schedule” means any Exchange Basis
Schedule or Tax Benefit Schedule and the Early Termination Schedule.


 


“Senior Obligations” is defined in Section
5.01 of this Agreement.


 


“Share of Base Liabilities”, as to any
Unit at the time of an Exchange, means the product of (i) the lesser of
(x) the aggregate amount of the liabilities of DPA, for purposes of
Section 752 and Section 1001 of the Code, at the time of the Exchange
and (y) the aggregate amount of the liabilities of DPA, for purposes of
Section 752 and Section 1001 of the Code, immediately prior to the
IPO Date and (ii) the percentage share of the Unit in the liabilities of
DPA immediately prior to the IPO Date, as set out on Annex A to this Agreement;
provided, however, that for purposes of this definition, the amount of
the liabilities of DPA at the time of the Exchange shall be increased by any
reduction in the liabilities of DPA at or after the time of the IPO arising
from the use of the proceeds of the IPO, or any other contribution to the
capital of DPA, to fund or repay liabilities.


 


“Share of Excess Liabilities”, as to
any Unit at the time of an Exchange, means the product of (i) the excess,
if any, of (x) the aggregate amount of the liabilities of DPA, for
purposes of Section 752 and Section 1001 of the Code, at the time of
the Exchange over (y) the aggregate amount of the liabilities of DPA, for
purposes of Section 752 and Section 1001 of the Code, immediately
prior to the IPO Date and (ii) the percentage share of the Unit in the
profits of DPA at the time of the Exchange; provided, however, that for
purposes of this definition, the amount of the liabilities of DPA at the time
of the Exchange shall be increased by any reduction in the liabilities of DPA
at or after the time of the IPO arising from the use of the proceeds of the
IPO, or any other contribution to the capital of DPA, to fund or repay
liabilities.


 


9

















 


“Share of Liabilities”, as to any Unit
at the time of an Exchange, means the sum of (i) the Unit’s Share of Base
Liabilities and (ii) the Unit’s Share of Excess Liabilities, if any.


 


“Specified Asset” means each asset,
other than an IPO Date Intangible Asset, that is held by DPA, or by any of its
direct or indirect subsidiaries treated as a partnership or disregarded entity
for purposes of the applicable Tax, at the time of an Exchange. 


 


“Subsidiaries” means, with respect to
any Person, as of any date of determination, any other Person as to which such
Person, owns, directly or indirectly, or otherwise controls more than 50% of
the voting shares or other similar interests or the sole general partner
interest or managing member or similar interest of such Person.


 


“Tax Benefit Payment” is defined in
Section 3.01(b) of this Agreement.


 


“Tax Benefit Schedule” is defined in
Section 2.03 of this Agreement.


 


“Tax Return” means any return,
declaration, report or similar statement required to be filed with respect to
Taxes (including any attached schedules), including, without limitation, any
information return, claim for refund, amended return and declaration of
estimated Tax.


 


“Taxable Year” means a taxable year of
the Corporation as defined in Section 441(b) of the Code or comparable section
of state, local or foreign Tax law, as applicable (and, therefore, for the
avoidance of doubt, may include a period of less than 12 months for which a Tax
Return is prepared), ending on or after the IPO Date.


 


“Taxes” means any and all United
States federal, state, local and foreign taxes, assessments or similar charges
that are based on or measured with respect to net income or profits, whether as
an exclusive or on an alternative basis, and any interest related to such Tax.


 


“Taxing Authority” shall mean any
domestic, foreign, federal, national, state, county or municipal or other local
government, any subdivision, agency, commission or authority thereof, or any
quasi-governmental body exercising any taxing authority or any other authority
exercising Tax regulatory authority.


 


“Treasury Regulations” means the
final, temporary and proposed regulations under the Code promulgated from time
to time (including corresponding provisions and succeeding provisions) as in
effect for the relevant taxable period.


 


“Units” is defined in the Recitals of
this Agreement.


 


10

















 


“Valuation Assumptions” shall mean, as
of an Early Termination Date, the assumptions that (1) in each Taxable Year
ending on or after such Early Termination Date, the Corporation will have
taxable income sufficient to fully use the deductions arising from any Basis
Adjustment and Imputed Interest during such Taxable Year, (2) the federal
income tax rates and state, local and foreign income tax rates that will be in
effect for each such Taxable Year will be those specified for each such Taxable
Year by the Code and other law as in effect on the Early Termination Date, (3)
any loss carryovers generated by any Basis Adjustment or Imputed Interest and
available as of the date of the Early Termination Schedule will be used by the
Corporation on a pro rata basis from the date of the Early Termination Schedule
through the scheduled expiration date of such loss carryovers, (4) any
non-amortizable assets will be disposed of on the fifteenth anniversary of the
earlier of the Basis Adjustment and the Early Termination Date, provided,
that in the event of a Change of Control, non-amortizable assets shall be
deemed disposed of at the earlier of (i) the time of sale of the relevant asset
or (ii) as generally provided in this Valuation Assumption (4)  and (5) if, at the Early Termination Date, there are Units
that have not been Exchanged, then each such Unit shall be deemed to be
Exchanged for the Market Value of the Class A Shares and the amount of cash
that would be transferred if the Exchange occurred on the Early Termination
Date.


 


ARTICLE II



DETERMINATION OF CUMULATIVE REALIZED TAX BENEFIT


 


Section 2.01           Basis Adjustment.


 


(a)           IPO
Date Intangible Assets. For purposes of this Agreement, as a result of an
Exchange, DPA shall be deemed to be entitled to a Basis Adjustment for each IPO
Date Intangible Asset with respect to the Corporation equal to the sum of (x) the
Amount Realized by the Exchanging Member in the Exchange, to the extent
attributable to such IPO Date Intangible Asset, plus (y) the amount of
payments made pursuant to this Agreement with respect to such Exchange, to the
extent attributable to such IPO Date Intangible Asset.  For purposes of this Agreement, in computing
the effect of the Basis Adjustment on the Tax liability of the
Corporation:  


 


1.                                       the actual basis
adjustment to each IPO Date Intangible Asset under Section 732 or
Section 743(b) of the Code shall be recovered by the Corporation in
accordance with its actual recovery for purposes of the applicable Tax;


 


2.                                       the portion of
the Basis Adjustment for each IPO Date Intangible Asset described in this
Section 2.01(a) that exceeds the actual basis adjustment to such IPO Date
Intangible Asset under Section 732 or Section 743(b) of the Code
shall be deemed to be amortized by the Corporation on a straight-line basis
over the 13 years following the
Exchange; and 


 


3.                                       any actual
depreciation, amortization or other recovery of cost or basis to the
Corporation for the IPO Date Intangible Asset shall be disregarded.  


 


11

















 


(b)           Specified
Assets. For purposes of this Agreement, as a result of an Exchange, DPA
shall be deemed to be entitled to a Basis Adjustment for each Specified Asset
with respect to the Corporation, the amount of which Basis Adjustment shall be the excess, if any, of (i) the
sum of (x) the Amount Realized by the Exchanging Member in the Exchange,
to the extent attributable to such Specified Asset, plus (y) the amount of
payments made pursuant to this Agreement with respect to such Exchange, to the
extent attributable to such Specified Asset, over (ii) the Corporation’s share of DPA’s Tax basis for such Specified
Asset immediately after the Exchange, attributable to the Units Exchanged,
determined as if (x) DPA remains in existence as an entity for tax
purposes, and (y) DPA had not made the election provided by Section 754 of the
Code.  For the avoidance of doubt,
the Corporation’s share of DPA’s Tax
basis for such Specified Asset that is attributable to the Units
Exchanged shall be considered to be an amount of the Tax basis of the Specified
Asset, without regard to any Basis Adjustment, proportionate to the ratio that
the number of Units Exchanged bears to the number of outstanding Units
immediately prior to such Exchange.  For
purposes of this Agreement, in computing the effect of the Basis Adjustment on
the Tax liability of the Corporation:  


 


1.                                       the actual basis adjustment to each Specified
Asset under Section 732 or Section 743(b) of the Code shall be recovered by the
Corporation in accordance with its actual recovery for purposes of the
applicable Tax; and


 


2.                                       the portion of the Basis Adjustment
for each Specified Asset described in this Section 2.01(b) that exceeds the
actual basis adjustment to such Specified Asset under Section 732 or Section
743(b) of the Code shall be deemed to be amortized by the Corporation on a
straight line basis over the 13 years following the Exchange. 


 


(c)           Change
in Law.  To the extent that the
adjustment to DPA’s basis with respect to the Corporation, in any of DPA’s
assets, that is expected to result from an Exchange is limited because of a
change in law, the Basis Adjustment shall be correspondingly limited. 


 


(d)           Imputed
Interest.  For the avoidance of
doubt, payments made under this Agreement shall not be treated as resulting in
a Basis Adjustment to the extent such payments are treated as Imputed Interest.


 


Section 2.02           Exchange Basis Schedule .  Within 45 calendar days after the filing of
the United States federal income tax return of the Corporation for each Taxable
Year, the Corporation shall deliver to each Exchanging Member a schedule (the “Exchange
Basis Schedule”) that shows, in reasonable detail, for purposes of Taxes, (i)
the actual unadjusted Tax basis of the Specified Assets as of each applicable
Exchange Date, (ii) the Basis Adjustment with respect to the Specified Assets as
a result of the Exchanges effected in such Taxable Year, calculated in the
aggregate, (iii) the Tax basis in the IPO Date Intangible Assets as a result of
the Exchanges effected in such Taxable Year, as provided in Section 2.01(a), (iv)
the period or


 


12

















 


periods, if any, over which the
Specified Assets and the IPO Date Intangible Assets are amortizable and/or
depreciable and (v) the period or periods, if any, over which each Basis
Adjustment is amortizable and/or depreciable (which, for non-amortizable assets
shall be based on the Valuation Assumptions).


 


Section 2.03           Tax Benefit Schedule.  Within 45 calendar days after the filing of
the United States federal income tax return of the Corporation for any Taxable
Year in which there is a Realized Tax Benefit or Realized Tax Detriment, the
Corporation shall provide to each Member a schedule showing, in reasonable
detail, the calculation of the Realized Tax Benefit or Realized Tax Detriment
for such Taxable Year (a “Tax Benefit Schedule”). The Schedule will
become final as provided in Section 2.04(a) and may be amended as provided in
Section 2.04(b) (subject to the procedures set forth in Section 2.04(b)).


 


Section 2.04           Procedures, Amendments


 


(a)           Procedure.
Every time the Corporation delivers to an Exchanging Member an applicable
Schedule under this Agreement, including any Amended Schedule delivered
pursuant to Section 2.04(b), but excluding any Early Termination Schedule or
amended Early Termination Schedule, the Corporation shall also (x) deliver to
the Exchanging Member schedules and work papers providing reasonable detail
regarding the preparation of the Schedule and an Advisory Firm Letter
supporting such Schedule and (y) allow the Exchanging Member reasonable access
at no cost to the appropriate representatives at the Corporation and the
Advisory Firm in connection with a review of such Schedule. The applicable
Schedule shall become final and binding on all parties unless the Exchanging Member,
within 30 calendar days after receiving an Exchange Basis Schedule or amendment
thereto or a Tax Benefit Schedule or amendment thereto, provides the
Corporation with notice of a material objection to such Schedule (“Objection
Notice”) made in good faith. If the parties, for any reason, are unable to
successfully resolve the issues raised in such notice within 30 calendar days
of receipt by the Corporation of an Objection Notice, if with respect to an
Exchange Basis Schedule or a Tax Benefit Schedule, the Corporation and the Exchanging
Member shall employ the reconciliation procedures as described in Section 7.09
of this Agreement (the “Reconciliation Procedures”).


 


(b)           Amended
Schedule. The applicable Schedule for any Taxable Year may be amended from
time to time by the Corporation (i) in connection with a Determination
affecting such Schedule, (ii) to correct material inaccuracies in the Schedule
identified as a result of the receipt of additional factual information
relating to a Taxable Year after the date the Schedule was provided to the Exchanging
Member, (iii) to comply with the Expert’s determination under the
Reconciliation Procedures, (iv) to reflect a material change in the Realized
Tax Benefit or Realized Tax Detriment for such Taxable Year attributable to a
carryback or carryforward of a loss or other tax item to such Taxable Year, (v)
to reflect a material change in the Realized Tax Benefit or Realized Tax
Detriment for such Taxable Year attributable to an amended Tax Return filed for
such Taxable Year, or (vi) to adjust the Exchange Basis Schedule to take into
account payments made pursuant to this Agreement (such Schedule, an “Amended
Schedule”).


 


13

















 


ARTICLE III



TAX BENEFIT PAYMENTS


 


Section 3.01           Payments


 


(a)           Payments.
Within five (5) calendar days of a Tax Benefit Schedule that was delivered to
an Exchanging Member becoming final in accordance with Section 2.04(a), the
Corporation shall pay to such Exchanging Member for such Taxable Year the Tax
Benefit Payment determined pursuant to Section 3.01(b).  Each such Tax Benefit
Payment shall be made by wire transfer of immediately available funds to a bank
account of the Exchanging Member previously designated by such Member to the
Corporation.  For the avoidance of doubt,
no Tax Benefit Payment shall be made in respect of estimated tax payments,
including, without limitation, federal income tax payments.


 


(b)           A
“Tax Benefit Payment” means an amount, not less than zero, equal to the
sum of the Net Tax Benefit and the Interest Amount.  The “Net Tax Benefit”  for each Taxable Year shall be an
amount equal to the excess, if any, of 85% of the Cumulative Net Realized Tax
Benefit as of the end of such Taxable Year over the total amount of payments
previously made under this Section 3.01, excluding payments attributable to
Interest Amount; provided, however, that for the avoidance of
doubt, no Member shall be required to return any portion of any previously made
Tax Benefit Payment.  The “Interest
Amount” for a given Taxable Year shall equal the interest on the Net Tax Benefit
for such Taxable Year calculated at the Agreed Rate from the due date (without
extensions) for filing the Corporation Return with respect to Taxes for the
most recently ended Taxable Year until the Payment Date.  Notwithstanding the foregoing, for each
Taxable Year ending on or after the date of a Change of Control, all Tax
Benefit Payments, whether paid with respect to Units that were Exchanged (i)
prior to the date of such Change of Control or (ii) on or after the date of
such Change of Control, shall be calculated by using Valuation Assumptions (1),
(3), and (4), substituting in each case the terms “the date on which a Change
of Control becomes effective” for an “Early Termination Date.”  The Net Tax Benefit and the Interest Amount
shall be determined separately with respect to each separate Exchange, on a
Unit-by-Unit basis by reference to the Amount Realized by the Exchanging Member
on the Exchange of a Unit and the resulting Basis Adjustment to the Corporation.
  


 


Section 3.02           No Duplicative Payments. It is
intended that the provisions of this Agreement will not result in duplicative
payment of any amount (including interest) required under this Agreement. It is
also intended that the provisions of this Agreement will result in 85% of the
Corporation’s Cumulative Net Realized Tax Benefit, and the Interest Amount thereon,
being paid to the Members pursuant to this Agreement.  The provisions of this Agreement shall be
construed in the appropriate manner so that these fundamental results are
achieved. 


 


Section 3.03           Pro Rata Payments.  For the avoidance of doubt, to the extent that
(i) the Corporation’s deductions with respect to any Basis Adjustment is
limited in a particular


 


14

















 


Taxable Year or (ii) the
Corporation lacks sufficient funds to satisfy its obligations to make all Tax
Benefit Payments due in a particular taxable year, the limitation on the
deduction, or the Tax Benefit Payments that may be made, as the case may be,
shall be taken into account or made for the Exchanging Member in the same
proportion as Tax Benefit Payments would have been made absent the limitations
in clauses (i) and (ii) of this paragraph, as applicable.


 


ARTICLE IV



TERMINATION


 


Section 4.01           Early Termination and Breach of
Agreement.


 


(a)           The
Corporation may terminate this Agreement with respect to all of the Units held
(or previously held and Exchanged) by all Members at any time by paying to the Members
the Early Termination Payment; provided, however, that this Agreement shall
only terminate upon the receipt of the Early Termination Payment by all Members,
and provided, further, that the Corporation may withdraw any notice to execute
its termination rights under this Section 4.01(a) prior to the time at which
any Early Termination Payment has been paid. 
Upon payment of the Early Termination Payments by the Corporation,
neither the Members nor the Corporation shall have any further payment
obligations under this Agreement, other than for any (a) Tax Benefit Payment
agreed to by the Corporation and the Member as due and payable but unpaid as of
the Early Termination Notice and (b) Tax Benefit Payment due for the Taxable
Year ending with or including the date of the Early Termination Notice (except
to the extent that the amount described in clause (b) is included in the Early
Termination Payment).  For the avoidance
of doubt, if an Exchange occurs after the Corporation makes the Early
Termination Payments with respect to all Members, the Corporation shall have no
obligations under this Agreement with respect to such Exchange, and its only
obligations under this Agreement in such case shall be its obligations to all
Members under Section 4.03(a). 


 


(b)           In
the event that the Corporation breaches any of its material obligations under
this Agreement, whether as a result of failure to make any payment when due,
failure to honor any other material obligation required hereunder or by
operation of law as a result of the rejection of this Agreement in a case
commenced under the Bankruptcy Code or otherwise, then all obligations
hereunder shall be accelerated and such obligations shall be calculated as if
an Early Termination Notice had been delivered on the date of such breach and
shall include, but shall not be limited to, (1) the Early Termination Payment
calculated as if an Early Termination Notice had been delivered on the date of
a breach, (2) any Tax Benefit Payment agreed to by the Corporation and any Members
as due and payable but unpaid as of the date of a breach, and (3) any Tax
Benefit Payment due for the Taxable Year ending with or including the date of a
breach.  Notwithstanding the foregoing,
in the event that the Corporation breaches this Agreement, the Members shall be
entitled to elect to receive the amounts set forth in clauses (1), (2) and (3)
above or to seek specific performance of the terms hereof.  The parties agree that the failure to make
any payment due pursuant to this Agreement within three months of the date such
payment is due shall be deemed to be a breach of a material obligation under
this


 


15

















 


Agreement
for all purposes of this Agreement, and that it will not be considered to be a
breach of a material obligation under this Agreement to make a payment due
pursuant to this Agreement within three months of the date such payment is due.


 


(c)           The Corporation, DPA and each of the Members hereby
acknowledge that, as of the date of this Agreement, the
aggregate value of the Tax Benefit Payments cannot reasonably be ascertained
for United States federal income tax or other applicable Tax purposes. 


 


Section 4.02           Early Termination Notice. If
the Corporation chooses to exercise its right of early termination under
Section 4.01 above, the Corporation shall deliver to each present or former Member
notice of such intention to exercise such right (“Early Termination Notice”)
and a schedule (the “Early Termination Schedule”) specifying the
Corporation’s intention to exercise such right and showing in reasonable detail
the calculation of the Early Termination Payment for that Member. The Early
Termination Schedule shall become final and binding on all parties unless the Member,
within 30 calendar days after receiving the Early Termination Schedule,
provides the Corporation with notice of a material objection to such Schedule
made in good faith (“Material Objection Notice”). If the parties, for
any reason, are unable to successfully resolve the issues raised in such notice
within 30 calendar days after receipt by the Corporation of the Material
Objection Notice, the Corporation and the Member shall employ the
Reconciliation Procedures as described in Section 7.09 of this Agreement.


 


Section 4.03           Payment upon Early Termination.
(a) Within three calendar days after agreement between the Member and the
Corporation of the Early Termination Schedule, the Corporation shall pay to the
Member an amount equal to the Early Termination Payment. Such payment shall be
made by wire transfer of immediately available funds to a bank account
designated by the Member.


 


(b)           The
“Early Termination Payment” as of the date of the delivery of an Early
Termination Schedule shall equal with respect to any Member the present value,
discounted at the Early Termination Rate as of such date, of all Tax Benefit
Payments that would be required to be paid by the Corporation to the Member
beginning from the Early Termination Date and assuming that the Valuation
Assumptions are applied. 


 


ARTICLE V



SUBORDINATION AND LATE PAYMENTS


 


Section 5.01           Subordination.  Notwithstanding any other provision of this
Agreement to the contrary, any Tax Benefit Payment or Early Termination Payment
required to be made by the Corporation to the Members under this Agreement (an “Exchange
Payment”) shall rank subordinate and junior in right of payment to any
principal, interest or other amounts due and payable in respect of any
obligations in respect of indebtedness for borrowed money of


 


16

















 


the Corporation and its
Subsidiaries (“Senior Obligations”) and shall rank pari passu with all
current or future unsecured obligations of the Corporation that are not Senior
Obligations.  


 


Section 5.02           Late Payments by the Corporation.
The amount of all or any portion of any Exchange Payment not made to any Member
when due under the terms of this Agreement shall be payable together with any
interest thereon, computed at the Default Rate and commencing from the date on
which such Exchange Payment was due and payable.


 


ARTICLE VI



NO DISPUTES; CONSISTENCY; COOPERATION


 


Section 6.01           Original Member Participation in
the Corporation’s and DPA’s Tax Matters. Except as otherwise provided
herein, the Corporation shall have full responsibility for, and sole discretion
over, all Tax matters concerning the Corporation and DPA, including without
limitation the preparation, filing or amending of any Tax Return and defending,
contesting or settling any issue pertaining to Taxes. Notwithstanding the
foregoing, the Corporation shall notify the applicable Original Member of, and
keep the applicable Original Member reasonably informed with respect to, the
portion of any audit of the Corporation and DPA by a Taxing Authority the
outcome of which is reasonably expected to affect the applicable Original
Member’s rights and obligations under this Agreement, and shall provide to the
applicable Original Member reasonable opportunity to provide information and
other input to the Corporation, DPA and their respective advisors concerning
the conduct of any such portion of such audit; provided, however,
that the Corporation and DPA shall not be required to take any action that is
inconsistent with any provision of the LLC Agreement.


 


Section 6.02           Consistency. Except upon the
written advice of an Advisory Firm, and except for items that are explicitly
described as “deemed” or in similar manner by the terms of this Agreement, the
Corporation and the Exchanging Member agree to report and cause to be reported
for all purposes, including federal, state, local and foreign Tax purposes and
financial reporting purposes, all Tax-related items (including without
limitation the Basis Adjustment and each Tax Benefit Payment) in a manner
consistent with that specified by the Corporation in any Schedule required to
be provided by or on behalf of the Corporation under this Agreement. Any
Dispute concerning such advice shall be subject to the terms of Section 7.09; provided,
however, that only an Original Member shall have the right to object to
such advice pursuant to this Section 6.02. In the event that an Advisory Firm
is replaced with another firm acceptable to the Corporation and the Exchanging
Member, such replacement Advisory Firm shall be required to perform its
services under this Agreement using procedures and methodologies consistent
with the previous Advisory Firm, unless otherwise required by law or the
Corporation and the Exchanging Member agree to the use of other procedures and
methodologies.


 


Section 6.03           Cooperation. The Exchanging
Member shall (a) furnish to the Corporation in a timely manner such
information, documents and other materials as the Corporation may reasonably
request for purposes of making any determination or computation necessary or
appropriate under this Agreement, preparing any Tax Return or contesting or
defending any audit, examination or controversy with any Taxing Authority, (b)
make itself


 


17

















 


available to the Corporation
and its representatives to provide explanations of documents and materials and
such other information as the Corporation or its representatives may reasonably
request in connection with any of the matters described in clause (a) above,
and (c) reasonably cooperate in connection with any such matter, and the
Corporation shall reimburse the Exchanging Member for any reasonable
third-party costs and expenses incurred pursuant to this Section.


 


ARTICLE VII



MISCELLANEOUS


 


Section 7.01           Notices. All notices,
requests, claims, demands and other communications hereunder shall be in
writing and shall be deemed duly given and received (a) on the date of delivery
if delivered personally, or by facsimile upon confirmation of transmission by
the sender’s fax machine if sent on a Business Day (or otherwise on the next
Business Day) or (b) on the first Business Day following the date of dispatch
if delivered by a recognized next-day courier service. All notices hereunder
shall be delivered as set forth below, or pursuant to such other instructions
as may be designated in writing by the party to receive such notice:


 


if to the Corporation, to:


 


Duff & Phelps Corporation

55 East 52nd Street

New York, New York 10055

Attention: General Counsel

Facsimile: (212) 450-2810 


 



 with a copy (which shall not constitute
notice to the Corporation) to:



Skadden, Arps, Slate, Meagher & Flom LLP

Four Times Square

New York, New York 10036

Telephone: (212) 735-3000

Facsimile: (212) 735-2000

Attention: David J. Goldschmidt, Esq. 


 


If to the Exchanging
Member, to:


 


The address and facsimile number set forth in
the records of DPA.


 


Any party may change its address or fax number by giving the other
party written notice of its new address or fax number in the manner set forth
above.


 


18

















 


Section 7.02           Counterparts. This Agreement
may be executed in one or more counterparts, all of which shall be considered
one and the same agreement and shall become effective when one or more
counterparts have been signed by each of the parties and delivered to the other
parties, it being understood that all parties need not sign the same
counterpart. Delivery of an executed signature page to this Agreement by
facsimile transmission shall be as effective as delivery of a manually signed
counterpart of this Agreement.


 


Section 7.03           Entire Agreement; No Third Party
Beneficiaries. This Agreement constitutes the entire agreement and
supersedes all prior agreements and understandings, both written and oral,
among the parties with respect to the subject matter hereof. This Agreement
shall be binding upon and inure solely to the benefit of each party hereto and
their respective successors and permitted assigns, and nothing in this
Agreement, express or implied, is intended to or shall confer upon any other
Person any right, benefit or remedy of any nature whatsoever under or by reason
of this Agreement.


 


Section 7.04           Governing Law. This Agreement
shall be governed by, and construed in accordance with, the law of the State of
Delaware, without regard to the conflicts of laws principles thereof that would
mandate the application of the laws of another jurisdiction.


 


Section 7.05           Severability. If any term or
other provision of this Agreement is invalid, illegal or incapable of being
enforced by any law or public policy, all other terms and provisions of this
Agreement shall nevertheless remain in full force and effect so long as the
economic or legal substance of the transactions contemplated hereby is not
affected in any manner materially adverse to any party. Upon such determination
that any term or other provision is invalid, illegal or incapable of being
enforced, the parties hereto shall negotiate in good faith to modify this
Agreement so as to effect the original intent of the parties as closely as
possible in an acceptable manner in order that the transactions contemplated
hereby are consummated as originally contemplated to the greatest extent
possible.


 


Section 7.06           Successors; Assignment; Amendments;
Waivers. No Member may assign this Agreement to any person without the
prior written consent of the Corporation; provided, however, that
(i) to the extent Units are effectively transferred in accordance with the
terms of the LLC Agreement, the transferring Member shall have the option to
assign to the transferee of such Units the transferring Member’s rights under
this Agreement with respect to such transferred Units, as long as such
transferee has executed and delivered, or, in connection with such transfer,
executes and delivers, a joinder to this Agreement, in form and substance
reasonably satisfactory to the Corporation, agreeing to become a “Member” for
all purposes of this Agreement, except as otherwise provided in such joinder,
and (ii) once an Exchange has occurred, any and all payments that may become
payable to a Member pursuant to this Agreement with respect to the Exchanged Units
may be assigned to any Person or Persons, including a liquidating trust, as
long as any such Person has executed and delivered, or, in connection with such
assignment, executes and delivers, a joinder to this Agreement, in form and
substance reasonably satisfactory to the Corporation, agreeing to be bound by
Section 7.12 and acknowledging specifically the terms of the next paragraph.
For the avoidance of doubt, if a Person transfers Units (regardless of whether
the transferee is a “Permitted Transferee” under the terms of the LLC Agreement)
but does not assign to the transferee of such Units such Person’s rights, if
any, under this Agreement with respect to such transferred Units, such Person
shall be


 


19

















 


entitled to receive the Tax
Benefit Payments, if any, due hereunder with respect to, including any Tax
Benefit Payments arising in respect of a subsequent Exchange of, such Units.


 


Notwithstanding the foregoing provisions of
this Section 7.06, no transferee described in clause (i) of the immediately
preceding paragraph shall have the right to enforce the provisions of Section
2.04, 4.02, 6.01 or 6.02 of this Agreement, and no assignee described in clause
(ii) of the immediately preceding paragraph shall have any rights under this
Agreement except for the right to enforce its right to receive payments under
this Agreement.


 


No provision of this Agreement may be amended
unless such amendment is approved in writing by each of the Corporation and DPA
and by Original Members who would be entitled to receive at least two-thirds of
the Early Termination Payments payable to all Original Members hereunder if the
Corporation had exercised its right of early termination on the date of the
most recent Exchange prior to such amendment (excluding, for purposes of this
sentence, all payments made to any Original Member pursuant to this Agreement
since the date of such most recent Exchange); provided, that no such amendment
shall be effective if such amendment will have a disproportionate effect on the
payments certain Members will or may receive under this Agreement unless all
such Members disproportionately affected consent in writing to such amendment.
No provision of this Agreement may be waived unless such waiver is in writing
and signed by the party against whom the waiver is to be effective.


 


All of the terms and provisions of this
Agreement shall be binding upon, shall inure to the benefit of and shall be
enforceable by the parties hereto and their respective successors, assigns,
heirs, executors, administrators and legal representatives. The Corporation
shall require and cause any direct or indirect successor (whether by purchase,
merger, consolidation or otherwise) to all or substantially all of the business
or assets of the Corporation, by written agreement, expressly to assume and
agree to perform this Agreement in the same manner and to the same extent that
the Corporation would be required to perform if no such succession had taken
place.  Notwithstanding anything to the
contrary herein, in the event an Original Member transfers his Units to a
Permitted Transferee (as defined in the LLC Agreement), excluding any other Original
Member, such Original Member shall have the right, on behalf of such
transferee, to enforce the provisions of Sections 2.04, 4.02 or 6.01 with
respect to such transferred Units.


 


Section 7.07           Titles and Subtitles. The
titles of the sections and subsections of this Agreement are for convenience of
reference only and are not to be considered in construing this Agreement.


 


Section 7.08           Resolution of Disputes.


 


(a)           Any
and all disputes which are not governed by Section 7.09, including but not
limited to any ancillary claims of any party, arising out of, relating to or in
connection with the validity, negotiation, execution, interpretation,
performance or non-


 


20

















 


performance
of this Agreement (including the validity, scope and enforceability of this
arbitration provision) (each a “Dispute”) shall be finally settled by
arbitration conducted by a single arbitrator in New York in accordance with the
then-existing Rules of Arbitration of the International Chamber of Commerce. If
the parties to the Dispute fail to agree on the selection of an arbitrator within
ten (10) days of the receipt of the request for arbitration, the International
Chamber of Commerce shall make the appointment. The arbitrator shall be a
lawyer admitted to the practice of law in the State of New York and shall
conduct the proceedings in the English language. Performance under this
Agreement shall continue if reasonably possible during any arbitration
proceedings.  In addition to monetary
damages, the arbitrator shall be empowered to award equitable relief,
including, but not limited to an injunction and specific performance of any
obligation under this Agreement. The arbitrator is not empowered to award
damages in excess of compensatory damages, and each party hereby irrevocably
waives any right to recover punitive, exemplary or similar damages with respect
to any Dispute.   The award shall be
final and binding upon the parties as from the date rendered, and shall be the
sole and exclusive remedy between the parties regarding any claims,
counterclaims, issues, or accounting presented to the arbitral tribunal.  Judgment upon any award may be entered and
enforced in any court having jurisdiction over a party or any of its assets.


 


(b)           Notwithstanding
the provisions of paragraph (a), the Corporation may bring an action or special
proceeding in any court of competent jurisdiction for the purpose of compelling
a party to arbitrate, seeking temporary or preliminary relief in aid of an
arbitration hereunder, and/or enforcing an arbitration award and, for the
purposes of this paragraph (b), each Member (i) expressly consents to the
application of paragraph (c) of this Section 7.08 to any such action or
proceeding, (ii) agrees that proof shall not be required that monetary damages
for breach of the provisions of this Agreement would be difficult to calculate
and that remedies at law would be inadequate, and (iii) irrevocably appoints
the Corporation as such Member’s agent for service of process in connection
with any such action or proceeding and agrees that service of process upon such
agent, who shall promptly advise such Member of any such service of process,
shall be deemed in every respect effective service of process upon the Member
in any such action or proceeding.


 


(c)           (i)  EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE
JURISDICTION OF COURTS LOCATED IN NEW YORK, NEW YORK FOR THE PURPOSE OF ANY
JUDICIAL PROCEEDING BROUGHT IN ACCORDANCE WITH THE PROVISIONS OF PARAGRAPH (B)
OF THIS SECTION 7.08, OR ANY JUDICIAL PROCEEDING ANCILLARY TO AN ARBITRATION OR
CONTEMPLATED ARBITRATION ARISING OUT OF OR RELATING TO OR CONCERNING THIS
AGREEMENT. Such ancillary judicial proceedings include any suit, action or
proceeding to compel arbitration, to obtain temporary or preliminary judicial
relief in aid of arbitration, or to confirm an arbitration award. The parties
acknowledge that the fora designated by this paragraph (c) have a reasonable
relation to this Agreement, and to the parties’ relationship with one another;
and


 


21

















 


(ii)     The
parties hereby waive, to the fullest extent permitted by applicable law, any
objection which they now or hereafter may have to personal jurisdiction or to
the laying of venue of any such ancillary suit, action or proceeding brought in
any court referred to in paragraph (c)(i) of this Section 7.08 and such parties
agree not to plead or claim the same.


 


Section 7.09           Reconciliation. In the event
that the Corporation and the Exchanging Member are unable to resolve a
disagreement with respect to the matters governed by Sections 2.04, 4.02 and 6.02
within the relevant period designated in this Agreement (“Reconciliation
Dispute”), the Reconciliation Dispute shall be submitted for determination
to a nationally recognized expert (the “Expert”) in the particular area
of disagreement mutually acceptable to both parties. The Expert shall be a
partner in a nationally recognized accounting firm or a law firm (other than
the Advisory Firm), and the Expert shall not, and the firm that employs the
Expert shall not, have any material relationship with either the Corporation or
the Exchanging Member or other actual or potential conflict of interest. If the
parties are unable to agree on an Expert within fifteen (15) days of receipt by
the respondent(s) of written notice of a Reconciliation Dispute, the Expert shall
be appointed by the International Chamber of Commerce Centre for Expertise. The
Expert shall resolve any matter relating to the Exchange Basis Schedule or an
amendment thereto or the Early Termination Schedule or an amendment thereto
within 30 calendar days and shall resolve any matter relating to a Tax Benefit
Schedule or an amendment thereto within 15 calendar days or as soon thereafter
as is reasonably practicable, in each case after the matter has been submitted
to the Expert for resolution.  Notwithstanding
the preceding sentence, if the matter is not resolved before any payment that
is the subject of a disagreement would be due (in the absence of such
disagreement) or any Tax Return reflecting the subject of a disagreement is
due, the undisputed amount shall be paid on such date and such Tax Return may
be filed as prepared by the Corporation, subject to adjustment or amendment
upon resolution.  The costs and expenses
relating to the engagement of such Expert or amending any Tax Return shall be
borne by the Corporation except as provided in the next sentence.  The Corporation and each Exchanging Member
shall bear their own costs and expenses of such proceeding, unless an Exchanging
Member has a prevailing position that is more than 10% of the payment at issue,
in which case the Corporation shall reimburse such Exchanging Member for any
reasonable out-of-pocket costs and expenses in such proceeding.  Any dispute as to whether a dispute is a
Reconciliation Dispute within the meaning of this Section 7.09 shall be decided
by the Expert.  The Expert shall finally
determine any Reconciliation Dispute and the determinations of the Expert
pursuant to this Section 7.09 shall be binding on the Corporation and the Exchanging
Member and may be entered and enforced in any court having jurisdiction.  


 


Section 7.10           Withholding. The Corporation
shall be entitled to deduct and withhold from any payment payable pursuant to
this Agreement such amounts as the Corporation is required to deduct and
withhold with respect to the making of such payment under the Code or any
provision of state, local or foreign tax law. To the extent that amounts are so
withheld and paid over to the appropriate Taxing Authority by the Corporation,
such withheld amounts shall be treated for all purposes of this Agreement as
having been paid to the Exchanging Member.


 


22

















 


Section 7.11           Admission of the Corporation into
a Consolidated Group; Transfers of Corporate Assets.  


 


(a)           If
the Corporation becomes a member of an affiliated or consolidated group of
corporations that files a consolidated income tax return pursuant to Sections
1501 et seq. of the Code or any corresponding provisions of state, local or
foreign law, then: (i) the provisions of this Agreement shall be applied with
respect to the group as a whole; and (ii) Tax Benefit Payments, Early
Termination Payments and other applicable items hereunder shall be computed
with reference to the consolidated taxable income of the group as a whole.


 


(b)           If
any entity that is obligated to make an Exchange Payment hereunder transfers
one or more assets to a corporation with which such entity does not file a
consolidated tax return pursuant to Section 1501 of the Code, such entity, for
purposes of calculating the amount of any Exchange Payment (e.g., calculating
the gross income of the entity and determining the Realized Tax Benefit of such
entity) due hereunder, shall be treated as having disposed of such asset in a
fully taxable transaction on the date of such contribution.  The consideration deemed to be received by
such entity shall be equal to the Fair Market Value of the contributed asset,
plus (i) the amount of debt to which such asset is subject, in the case of a
contribution of an encumbered asset or (ii) the amount of debt allocated to
such asset, in the case of a contribution of a partnership interest.


 


Section 7.12           Confidentiality.  Each Member and assignee acknowledges and
agrees that the information of the Corporation is confidential and, except in
the course of performing any duties as necessary for the Corporation and its
Affiliates, as required by law or legal process or to enforce the terms of this
Agreement, such person shall keep and retain in the strictest confidence and
not disclose to any Person any confidential matters, acquired pursuant to this
Agreement, of the Corporation and its Affiliates and successors, concerning DPA
and its Affiliates and successors or the other Members, learned by the Member
heretofore or hereafter.  This clause 7.12
shall not apply to (i) any information that has been made publicly
available by the Corporation or any of its Affiliates, becomes public knowledge
(except as a result of an act of such Member in violation of this Agreement) or
is generally known to the business community and (ii) the disclosure of
information to the extent necessary for a Member to prepare and file his or her
Tax returns, to respond to any inquiries regarding the same from any taxing
authority or to prosecute or defend any action, proceeding or audit by any
taxing authority with respect to such returns. 
Notwithstanding anything to the contrary herein, each Member and
assignee (and each employee, representative or other agent of such Member or
assignee, as applicable) may disclose to any and all Persons, without
limitation of any kind, the tax treatment and tax structure of the Corporation,
DPA, the Members and their Affiliates, and any of their transactions, and all
materials of any kind (including opinions or other tax analyses) that are
provided to the Members relating to such tax treatment and tax structure.


 


If a Member or
assignee commits a breach, or threatens to commit a breach, of any of the
provisions of this Section 7.12, the Corporation shall have the right and
remedy to have the provisions of this Section 7.12 specifically enforced
by injunctive relief or otherwise by any


 


23

















 


court of competent jurisdiction without the
need to post any bond or other security, it being acknowledged and agreed that
any such breach or threatened breach shall cause irreparable injury to the
Corporation or any of its Subsidiaries or the other Members and the accounts
and funds managed by the Corporation and that money damages alone shall not
provide an adequate remedy to such Persons. 
Such rights and remedies shall be in addition to, and not in lieu of,
any other rights and remedies available at law or in equity.


 


Section 7.13           LLC Agreement. This Agreement
shall be treated as part of the partnership agreement of DPA as described in
Section 761(c) of the Internal Revenue Code of 1986, as amended, and Sections
1.704-1(b)(2)(ii)(h) and 1.761-1(c) of the Treasury Regulations.


 


Section 7.14           Partnerships. The Corporation
hereby agrees that, to the extent it acquires a general partnership interest,
managing member interest or similar interest in any Person after the date
hereof, it shall cause such Person to execute and deliver a joinder to this
Agreement and such Person shall be treated as a “partnership” for all purposes
of this Agreement.


 


24

















 


IN WITNESS
WHEREOF, the Corporation and each Member have duly executed this Agreement as of
the date first written above.


 


	
   

  	
  DUFF & PHELPS CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Noah Gottdiener

  	
   

  
	
   

  	
   

  	
  Name: Noah Gottdiener

  
	
   

  	
   

  	
  Title: Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DUFF & PHELPS ACQUISITIONS, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Noah Gottdiener

  	
   

  
	
   

  	
   

  	
  Name: Noah Gottdiener

  
	
   

  	
   

  	
  Title: Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  LM DUFF HOLDINGS, LLC

  
	
   

  	
   

  
	
   

  	
  By: Lovell Minnick Equity Partners II LP, its Manager

  
	
   

  	
   

  
	
   

  	
  By: Lovell Minnick Equity Advisors II LLC, its General Partner

  
	
   

  	
   

  
	
   

  	
  By: Lovell Minnick Partners LLC, its Managing Member

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert Belke

  
	
   

  	
   

  	
  Name: Robert Belke

  
	
   

  	
   

  	
  Title: Managing Director

  
	
   

  	
   

  
	
   

  	
  LOVELL MINNICK EQUITY PARTNERS LP

  
	
   

  	
   

  
	
   

  	
  By: Lovell Minnick Equity Advisors LLC, its General Partner

  
	
   

  	
   

  
	
   

  	
  By: Lovell Minnick Partners LLC, its Managing Member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert
  Belke

  
	
   

  	
   

  	
  Name: Robert
  Belke

  
	
   

  	
   

  	
  Title:
  Managing Director

  
					



 


 


25

















 


	
   

  	
   

  	
   

  
	
   

  	
  VESTAR CAPITAL PARTNERS IV, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By: Vestar Associates IV, L.P., its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By: Vestar Associates Corporation IV, its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Sander
  Levy

  
	
   

  	
   

  	
  Name: Sander
  Levy

  
	
   

  	
   

  	
  Title:
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  VESTAR/D&P HOLDINGS LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Sander
  Levy

  
	
   

  	
   

  	
  Name: Sander
  Levy

  
	
   

  	
   

  	
  Title:
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ON BEHALF OF EACH OF THE MEMBERS OF DUFF & PHELPS
  ACQUISITIONS, LLC:

  
	
   

  	
   

  	
   

  
	
   

  	
  NOAH GOTTDIENER

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Noah Gottdiener

  	
   

  
	
   

  	
   

  	
  Name: Noah Gottdiener

  
	
   

  	
   

  	
  Title: Attorney-In-Fact for the Members

  
	
   

  	
   

  	
   

  
	
   

  	
  GERARD CREAGH

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gerard Creagh

  	
   

  
	
   

  	
   

  	
  Name: Gerard Creagh

  
	
   

  	
   

  	
  Title: Attorney-In-Fact for the Members

  



 


Signature Page to the Tax Receivable Agreement


 


26

















 


 


EXHIBIT A


 


JOINDER


 


This JOINDER (this “Joinder”) to the Tax
Receivable Agreement, dated as of            ,
by and among Duff & Phelps Corporation, a Delaware corporation (the “Corporation”),
Duff & Phelps Acquisitions, LLC, a Delaware limited liability company (“DPA”)
and                           
(“Permitted Transferee”).


 


WHEREAS, on            ,
Permitted Transferee acquired (the “Acquisition”)      
Units in DPA and the corresponding shares of Class B common stock of the
Corporation (collectively, “Interests” and, together with all other
Interests hereinafter acquired by Permitted Transferee from Transferor and its
Permitted Transferees (as defined in the Tax Receivable Agreement), the “Acquired
Interests”) from            
(“Transferor”); and


 


WHEREAS, Transferor, in connection with the
Acquisition, has required Permitted Transferee to execute and deliver this
Joinder pursuant to Section 7.06 of the Tax Receivable Agreement.


 


NOW,
THEREFORE, in consideration of the foregoing and the agreements contained
herein, Permitted Transferee hereby agrees as follows:


 


Section 1.1             Definitions. 
To the extent capitalized words used in this Joinder are not defined in
this Joinder, such words shall have the meaning set forth in the Tax Receivable
Agreement.


 


Section 1.2             Joinder.  Permitted Transferee hereby acknowledges and
agrees to become a “Member” (as defined in the Tax Receivable Agreement) for
all purposes of the Tax Receivable Agreement, including but not limited to,
being bound by Sections 7.12, 2.04, 4.02, 6.01 and 6.02 of the Tax Receivable
Agreement, with respect to the Acquired Interests, and any other Interests
Permitted Transferee acquires hereafter.


 


Section 1.3             Notice.  All notices, requests, consents and other
communications hereunder to Permitted Transferee shall be deemed to be
sufficient if contained in a written instrument delivered in person or sent by
facsimile (provided a copy is thereafter promptly delivered as provided in this
Section 1.3) or nationally recognized overnight courier, addressed to Permitted
Transferee at the address or facsimile number set forth below or such other
address or facsimile number as may hereafter be designated in writing by
Permitted Transferee:


 


Section 1.4             Governing
Law.  THIS JOINDER
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE
OF DELAWARE, WITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES THEREOF.


 


27

















 


IN WITNESS WHEREOF, this
Joinder has been duly executed and delivered by Permitted Transferee as of the
date first above written.


 


                              


 


Signature Page for Joinder by                 


to the Tax Receivable Agreement