Exhibit 10.4


 


EXCHANGE AGREEMENT



BY AND AMONG


 


DUFF & PHELPS
ACQUISITIONS, LLC


LM DUFF HOLDINGS, LLC


LOVELL MINNICK EQUITY
PARTNERS LP


VESTAR CAPITAL PARTNERS IV,
L.P.


VESTAR/D&P HOLDINGS LLC


 


and


 


the MEMBERS, as defined herein


 


Dated as of October 3, 2007


 

















 


TABLE OF
CONTENTS


 


	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  I DEFINITIONS

  	
   

  	
  1

  
	
  Section 1.1

  	
  DEFINITIONS

  	
   

  	
  1

  
	
  Section 1.2

  	
  GENDER

  	
   

  	
  5

  
	
  ARTICLE
  II EXCHANGE

  	
   

  	
  5

  
	
  Section 2.1

  	
  EXCHANGE
  WITH ENTITIES

  	
   

  	
  5

  
	
  Section 2.2

  	
  EXPENSES

  	
   

  	
  11

  
	
  Section 2.3

  	
  NON-SOLICITATION

  	
   

  	
  11

  
	
  Section 2.4

  	
  ADJUSTMENT

  	
   

  	
  12

  
	
  Section 2.5

  	
  EXPIRATION

  	
   

  	
  12

  
	
  Section 2.6

  	
  MAINTENANCE
  REQUIREMENTS10

  	
   

  	
  12

  
	
  ARTICLE
  III MISCELLANEOUS

  	
   

  	
  12

  
	
  Section 3.1

  	
  NOTICES

  	
   

  	
  12

  
	
  Section 3.2

  	
  INTERPRETATION

  	
   

  	
  13

  
	
  Section 3.3

  	
  MEMBER

  	
   

  	
  13

  
	
  Section 3.4

  	
  SEVERABILITY

  	
   

  	
  13

  
	
  Section 3.5

  	
  COUNTERPARTS

  	
   

  	
  13

  
	
  Section 3.6

  	
  ENTIRE
  AGREEMENT; NO THIRD PARTY BENEFICIARIES

  	
   

  	
  14

  
	
  Section 3.7

  	
  FURTHER
  ASSURANCES

  	
   

  	
  14

  
	
  Section 3.8

  	
  GOVERNING
  LAW; EQUITABLE REMEDIES

  	
   

  	
  14

  
	
  Section 3.9

  	
  CONSENT
  TO JURISDICTION

  	
   

  	
  14

  
	
  Section 3.10

  	
  AMENDMENTS;
  WAIVERS.

  	
   

  	
  15

  
	
  Section 3.11

  	
  ASSIGNMENT

  	
   

  	
  15

  
	
  Section 3.12

  	
  TAX
  TREATMENT

  	
   

  	
  15

  
					



 


i

















 


EXCHANGE AGREEMENT (the “Agreement”), dated
as of October 3, 2007, by and among Duff & Phelps Acquisitions LLC, a
Delaware limited liability company (“DPA”), LM Duff Holdings, LLC, Lovell
Minnick Equity Partners LP, Vestar Capital Partners IV, L.P., Vestar/D&P
Holdings LLC and certain other Members (as defined herein).


 


WHEREAS, in connection with the closing of
the IPO (as defined herein), Duff & Phelps Corporation, a Delaware
corporation (“the Corporation”), intends to consummate the transactions
described in the Registration Statement on Form S-1 filed with the Commission
(as defined herein) on May 23, 2007 (Registration No. 333-143205) (as amended
and supplemented from time to time, the “IPO Registration Statement”);


 


WHEREAS, each Member owns one or more New
Class A Units (as defined herein) and Class B Shares (as defined herein);


 


WHEREAS, the parties hereto desire to provide
for the possible future exchange of New Class A Units for Class A Shares, on
the terms and subject to the conditions set forth herein;


 


WHEREAS, DPA shall have no obligation to
acquire from any Member any New Class A Units issued by DPA unless such Member
exercises its Exchange Right (as defined herein) with respect to such New Class
A Units and delivers for cancellation a number of Class B Shares equal to such
number of New Class A Units; and


 


WHEREAS, the parties intend that an Exchange (as
defined herein) consummated hereunder be treated for Federal income tax
purposes, to the extent possible, as a taxable sale of New Class A Units by the
exchanging Member to the Corporation;


 


NOW, THEREFORE, in consideration of the
mutual covenants and undertakings contained herein and for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties
hereto hereby agree as follows:


 


ARTICLE I



DEFINITIONS


 


Section 1.1                                      DEFINITIONS.
 As used in this Agreement, the following
terms shall have the following meanings:


 


An “AFFILIATE” of any Person means 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.
“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.


 


“AGGREGATE VALUE” means a value equal to the
product of (a) the number of applicable New Class A Units multiplied by (b) the
closing sales price of the Class A Shares on the stock exchange where the Class
A Shares then trade at the close of business on the Business Day immediately
preceding the date of delivery of the related Exchange Request.


 

















 


“AGREEMENT” has the meaning set forth in the preamble
to this Agreement.


 


“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.


 


“CLASS A SHARES” means shares of Class A
common stock, par value $0.01 per share of the Corporation.


 


“CLASS B SHARES” means shares of Class B common
stock, par value $0.0001 per share of the Corporation.


 


“CLOSING” and “CLOSING DATE” have the meanings
set forth in Section 2.1(b).


 


“COMMISSION” means the United States
Securities and Exchange Commission or any similar agency then having
jurisdiction to enforce the Securities Act.


 


“CORPORATION” has the meaning set forth in
the recitals of this Agreement.


 


“DPA” has the meaning set forth in the
preamble to this Agreement.


 


“EXCHANGE” means the exchange by a Member of
one or more New Class A Units for Class A Shares as described in Sections 2.1(a)
and (b) of this Agreement.


 


“EXCHANGE RIGHT” means the right of a Member
to exchange one or more New Class A Units for Class A Shares pursuant to
Sections 2.1(a) and (b) of this Agreement along with the delivery of the
corresponding number of Class B Shares for cancellation.


 


“EXCHANGE REQUEST” means an irrevocable
written notice to DPA, delivered at least 45 days in advance of any Exchange,
setting forth the number of New Class A Units to be Exchanged for Class A
Shares and the number of Class B Shares to be delivered to the Corporation for
cancellation, as described in Section 2.1(a) of this Agreement.


 


“EXECUTIVE MEMBER” means an “officer” of DPA
or its Subsidiaries, within the meaning of Section 16 of the Securities and
Exchange Act of 1934, as amended (other than the corporate controller of DPA), immediately
following the IPO, who is a beneficial owner of one or more New Class A Units
and Class B Shares.


 


“FIRST ANNIVERSARY” means the one-year
anniversary of the date of pricing of the IPO.


 


“FISCAL QUARTER” means each fiscal quarter, ending
on the last day of each of March, June, September and December of any Fiscal
Year.


 


“FISCAL YEAR” means the fiscal year, ending
on December 31 of each calendar year.


 


“FOURTH ANNIVERSARY” means the four-year
anniversary of the date of pricing of the IPO.


 


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“GOVERNMENTAL ENTITY” means any court,
administrative agency, regulatory body, commission or other governmental
authority, board, bureau or instrumentality, domestic or foreign, and any
subdivision thereof.


 


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


 


“IPO REGISTRATION STATEMENT” has the meaning
set forth in the recitals of this Agreement.


 


“LIENS” means any and all liens, charges,
security interests, options, claims, mortgages, pledges, proxies, voting trusts
or agreements, obligations, understandings or arrangements or other
restrictions on title or transfer of any nature whatsoever.


 


“LLC AGREEMENT” means the Third Amended and
Restated Limited Liability Company Agreement, as amended, of DPA.


 


“LOVELL MEMBER” means, collectively, LM Duff
Holdings, LLC, Lovell Minnick Equity Partners LP and their respective Permitted
Transferees.


 


“MEMBER” means each Person who, as of the
effective date of the LLC Agreement, is a member of DPA or thereafter is
admitted as a member of DPA in accordance with the terms of the LLC Agreement.


 


“NEW CLASS A UNITS” means the New Class A
Units of DPA.


 


“NON-EMPLOYEE MEMBER” means a Member who is
not an employee as of the date hereof of DPA or any of its Subsidiaries (other
than a Lovell Member or a Vestar Member).


 


“NON-EXECUTIVE MEMBER” means an employee
(other than an Executive Member) of DPA and its Subsidiaries on or after the
date hereof, who is a beneficial owner of New Class A Units and Class B Shares.


 


“PERMITTED
TRANSFEREE” shall mean with respect to each Member (a) such Member’s spouse,
(b) a lineal descendant of such Member’s maternal or paternal grandparents (or
any such descendant’s spouse), (c) a Charitable Institution (as defined below),
(d) a trustee of a trust (whether inter vivos or testamentary), all of the
current beneficiaries and presumptive remaindermen of which are one or more of
such Member and Persons described in clauses (a) through (c) of this
definition, (e) an entity that, for U.S. federal income tax purposes, is
disregarded as separate from its owner, of which all of the outstanding equity
interests therein are owned by such Member or a Person described in clauses (a)
through (d) of this definition, (f) an individual mandated under a qualified
domestic relations order, (g) a legal or personal representative of such Member
in the event of his death or Disability (as defined below), (h) a liquidating
trust, as defined in Treasury Regulations section 1.7701-4(d), or other entity
with comparable characteristics, (i) any other Member who is then employed by
DPA or any of its Affiliates and (j) any other transferee permitted pursuant to
Section 3.3; provided, however, that any such Person described in clauses (a)
through (j) shall be required to sign a joinder to this Agreement, in form and
substance reasonably satisfactory to DPA as set forth in Section 3.3 of


 


3

















 


this Agreement; provided further that the covenants of Section 2.3 of
this Agreement shall continue to be applicable to the Member who, on the date
hereof, originally held the New Class A Units and/or Class B Shares being
transferred in such transfer. For purpose of this definition: (i) “lineal
descendants” shall not include individuals adopted after attaining the age of
eighteen (18) years and such adopted Person’s descendants; (ii) “Charitable
Institution” shall refer to an organization described in section 501(c)(3) of
the Internal Revenue Code of 1986, as amended (or any corresponding provision
of a future United State Internal Revenue law) which is exempt from income
taxation under section 501(a) thereof; (iii) “presumptive remaindermen” shall
refer to those Persons entitled to a share of a trust’s assets if it were then
to terminate; and (iv) “Disability” shall refer to any physical or mental
incapacity which prevents such Member from carrying out all or substantially
all of his duties under his employment agreement with DPA or any of its
Affiliates in such capacity for any period of one hundred twenty (120)
consecutive days or any aggregate period of six (6) months in any 12-month
period, as determined, in its sole discretion, by the Managing Member of DPA.


 


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


 


“PROCEEDING” has the meaning set forth in
Section 3.9.


 


“REGISTRATION RIGHTS AGREEMENT” means that
certain Registration Rights Agreement, dated as of October 3, 2007, among the
Corporation and the other parties named therein.


 


“REMAINING UNITS” means, with respect to each
Member, all New Class A Units held by such Member immediately following the
IPO, taking into account all such New Class A Units redeemed by DPA pursuant to
the Reorganization Agreement (as defined herein) in connection with the IPO
(including New Class A Units that may be exchanged by such Member if the
underwriters exercise their over-allotment option in the IPO).


 


“REORGANIZATION AGREEMENT” means that certain
Reorganization Agreement, dated as of April 9, 2007, among DPA and the other
parties named therein.


 


“SECOND ANNIVERSARY” means the two-year
anniversary of the date of pricing of the IPO.


 


“SELECTED COURTS” has the meaning set forth
in Section 3.9.


 


“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.


 


“THIRD ANNIVERSARY” means the three-year
anniversary of the date of pricing of the IPO.


 


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“VESTAR MEMBER” means, collectively, Vestar
Capital Partners IV, L.P., Vestar/D&P Holdings LLC and their respective
Permitted Transferees.


 


Section 1.2                                      GENDER.
For the purposes of this Agreement, the words “it”, “he,” “his” or “himself”
shall be interpreted to include the masculine, feminine and corporate, other
entity or trust form.


 


ARTICLE II



EXCHANGE


 


Section 2.1                                      EXCHANGE
WITH ENTITIES


 


(a)                                  Permissible Exchanges.


 


(i)             From and after the First Anniversary, a Non-Executive
Member may elect to Exchange up to thirty three and one-third percent (331/3%)
of its vested Remaining Units by delivering, at least 45 days in advance of the
Closing of such Exchange, a written notice to DPA (an “Exchange Request”). From
and after the Second Anniversary, a Non-Executive Member may elect to Exchange up
to, but not exceeding, sixty-six and two-third percent (662/3%)
of its vested Remaining Units (less its vested Remaining Units that were
Exchanged after the First Anniversary and before the Second Anniversary) by
delivering and Exchange Request at least 45 days in advance of the Closing of
such Exchange. Subject to the limitations as set forth below, one hundred
percent (100%) of any such Non-Executive Member’s vested Remaining Units may be
Exchanged at the election of such Non-Executive Member following the Third
Anniversary by delivering an Exchange Request at least 45 days in advance of
the Closing of any such Exchange. Each Exchange Request shall be delivered at
least 45 days in advance of the Closing of the relevant Exchange and shall set
forth the number of New Class A Units such Non-Executive Member wishes to Exchange
for Class A Shares at the Closing and the number of Class B Shares to be
delivered for cancellation at the Closing, subject to the limitations specified
in this Section 2.1(a). Notwithstanding the foregoing, each Non-Executive
Member shall be required to continue to beneficially own, for so long as such Non-Executive
Member remains employed by DPA, such number of New Class A Units, Class A
Shares, or a combination thereof, equal to at least twenty percent (20%) of its
Remaining Units. Any Exchange Requests submitted in violation of such
maintenance requirement will be summarily disregarded, and DPA shall have no
obligation to effectuate a Closing of any such Exchange relating to the entire
amount of Remaining Units included on such Exchange Request. Subject to the
exceptions set forth in Section 2.1(a)(iv), Exchange Requests may not be
revoked after delivery to DPA.


 


(ii)          From and after the First Anniversary, an Executive Member
may elect to Exchange up to twenty percent (20%) of its vested Remaining Units by
delivering an Exchange Request to DPA. From and after the 


 


5

















 


Second
Anniversary, an Executive Member may elect to Exchange up to, but not exceeding,
forty percent (40%) of its vested Remaining Units (less its vested Remaining
Units that were Exchanged after the First Anniversary and before the Second
Anniversary) by delivering an Exchange Request at least 45 days in advance of
the Closing of such Exchange. From and after the Third Anniversary, an
Executive Member may elect to Exchange up to, but not exceeding sixty percent
(60%) of its vested Remaining Units (less its vested Remaining Units that were
Exchanged before the Third Anniversary) by delivering an Exchange Request at
least 45 days in advance of the Closing of such Exchange. Subject to the
limitations as set forth below, one hundred percent (100%) of any such
Executive Member’s vested Remaining Units may be Exchanged at the election of
such Executive Member from the Fourth Anniversary by delivering an Exchange
Request at least 45 days in advance of the Closing of such Exchange. Each
Exchange Request shall be delivered at least 45 days in advance of such Exchange
and shall set forth the number of New Class A Units such Executive Member
wishes to Exchange for Class A Shares at the Closing and the number of Class B
Shares to be delivered for cancellation at the Closing, subject to the
limitations specified in this Section 2.1(a). Notwithstanding the foregoing,
each Executive Member shall be required to continue to beneficially own, for so
long as such Executive Member remains employed by DPA, such number of New Class
A Units, Class A Shares, or a combination thereof, equal to at least
twenty-five  percent (25%) of its
Remaining Units. Any Exchange Requests submitted in violation of such
maintenance requirement will be summarily disregarded, and DPA shall have no
obligation to effectuate a Closing of any such Exchange relating to the entire
amount of Remaining Units included on such Exchange Request. Subject to the
exceptions set forth in Section 2.1(a)(iv), Exchange Requests may not be
revoked after delivery to DPA.


 


(iii)       Notwithstanding the foregoing, no Non-Executive Member
or Executive Member may make any Exchange prior to the occurrence of the
earlier of (a) the completion of two underwritten registered public offerings
of the Class A Shares other than the IPO and (b) the Second Anniversary, except
(i) Exchanges of New Class A Units in connection with the IPO and (ii)
Exchanges of New Class A Units to be sold pursuant to such registered public
offerings in accordance with Sections 2.1(a)(i) and (ii) above.


 


(iv)      Upon delivery of one or more Exchange Requests, the
Vestar Members, Lovell Members and Non-Employee Members may elect to Exchange
up to one hundred percent (100%) of their respective Remaining Units for Class
A Shares following the Initial Lockup Period (as defined herein) by delivering
an Exchange Request at least 45 days in advance of the Closing of such Exchange.
Each Exchange Request shall be delivered at least 45 days in advance of the
Closing of such Exchange and shall set forth the number of New Class A Units
such Vestar Member, Lovell Member or Non-Employee Member, as the case may be, wishes
to Exchange for Class A Shares at the Closing and the number of Class B Shares
to be delivered for cancellation at the Closing. In the 


 


6

















 


event
that any Exchange Request is made in connection with a contemplated
underwritten offering of Class A Shares and such underwritten offering includes
any option being granted to the underwriters or any other person to acquire an
additional number of Class A Shares in connection with such offering, then (i) each
Exchange Request related to Class A Units to be exchanged for Class A Shares
that will be included in such underwritten offering shall also specify the
maximum number of additional Class A Units that the holder desires to have
exchanged only in the event that such option is exercised (it being understood
that (x) the party exercising such option may have the right to do so in part,
in which case the additional Class A Units exchanged in connection with such
offering will be limited to the amount necessary to fulfill the delivery
obligation with respect to the Class A Shares that are actually to be acquired
upon exercise of such option, and (y) the allocation of Class A Shares to be
acquired pursuant to an exercise of any such option among the persons
participating in such offering may not be known at the time of the delivery of
the original Exchange Request, in which case the maximum number of additional
Class A Units to potentially be exchanged will be communicated to the Company
pursuant to a supplemental Exchange Request delivered promptly following the
time at which such determination is made) and (ii) the Closing of the exchange
of any additional Class A Units to fulfill a unitholder’s delivery obligation
with respect to the Class A Shares that are to be acquired upon exercise of any
such option will occur immediately prior to the time that delivery of the Class
A Shares is to be made.. Upon delivery to DPA, no Exchange Request may be
revoked; provided, first, that, notwithstanding any other
provision to the contrary contained herein, any Member that has delivered an
Exchange Request pursuant to Section 2.1(a) shall be entitled either (x) to
revoke such Exchange Request at any time prior to the Closing of the applicable
Exchange or (y) to delay the Closing of the requested Exchange pursuant to this
Section 2.1(a)(iv), in each case, after the occurrence of one or more of the
following events: (A) the registration statement pursuant to which the Class A
Shares were to be registered by such Member at or immediately following the
Closing shall have ceased to be effective pursuant to any action or inaction by
the Commission; (B) the Corporation shall have failed to cause any related
prospectus to be supplemented by any required prospectus supplement; (C) the
Corporation shall have imposed restrictions on the ability of such Member to
effect a registration of Class A Shares at or immediately following the
Closing; (D) the Corporation shall have exercised its right to defer, delay or
suspend the filing or effectiveness of a registration statement (whether
pursuant to Section 2.1(d) or 2.2(d) of the Registration Rights Agreement or
otherwise), and such deferral, delay or suspension shall affect the ability of
such Member to register its Class A Shares at or immediately following the
Closing; (E) the Corporation, any of its Affiliates or any third party shall
have disclosed to such Member any material non-public information, the receipt
of which results in such Member being prohibited from registering Class A
Shares at or immediately following the Closing; (F) any stop order shall have
been issued by the Commission; (G) the Closing, or the closing of the
registered offering or the effectiveness of any registration shall have been
delayed due to any facts, circumstances or Persons, 


 


7

















 


which
facts, circumstances or persons, as applicable, were not controlled or
influenced by the Members seeking to delay such Closing or revoke such Exchange
Request in order to provide such Member with a basis for such delay or
revocation outside the control or influence, direct or indirect, of such
Member; (H) there shall have occurred a material disruption in the securities
markets generally or in the market or markets in which the Class A Shares are
then traded; (I) there shall be in effect an injunction, a restraining order or
a decree of any nature of any Governmental Entity that restrains or prohibits
the Exchange of New Class A Units for Class A Shares, the transfer of Class B
Shares for cancellation or the registration or sale of any Class A Shares pursuant
to a registration statement; and (J) the Corporation shall have failed to
comply in all material respects with its obligations under the Registration
Rights Agreement, and such failure shall have affected the ability of such
Member to consummate the registration or sale of Class A Shares in a manner not
expressly contemplated in clauses (A) through (I) above; provided; second,
that in no event shall the Member who is seeking to delay such Closing or
revoke such Exchange Request and relying on any of the matters contemplated in
clauses (A) through (J) above have controlled or influenced any facts,
circumstances or Persons in connection therewith and in order to provide such
Member with a basis for such delay or revocation or been caused or influenced,
either directly or indirectly, by such Member; provided, third,
that if any Member that has delivered an Exchange Request pursuant to Section 2.1(a)
revokes such Exchange Request for any reason other than set forth in the first
proviso to this Section 2(a)(iv) or is found to have engaged in conduct
described in the second proviso to this Section 2.1(a)(iv), then such Member
shall not be entitled to participate in any Exchange for a period of two Fiscal
Quarters following the date of such revocation.


 


(v)         To the extent a Member holds vested and unvested New
Class A Units, all such Member’s vested New Class A Units must be Exchanged
before any unvested New Class A Units may be Exchanged by such Member. The
Member shall represent in the Exchange Request that such Member owns New Class
A Units and Class B Shares to be delivered at the applicable Closing pursuant
to Section 2.1(d)(i), free and clear of all Liens, except as set forth therein,
and, if there are any Liens identified in the Exchange Request, such Member
shall covenant that such Member will deliver at the applicable Closing evidence
reasonably satisfactory to DPA, that all such Liens have been released. The
Closing of any Exchange initiated pursuant to this Section 2.1(a) shall occur
on the applicable Closing Date. During the 180-day period following the IPO and
as extended below (the “Initial Lock-Up Period”), the provisions of this
Section 2.1(a) may be modified only with the prior written approval of each of
Goldman, Sachs & Co. and UBS Securities LLC; provided, however,
that if (1) during the last 17 days of the Initial Lock-Up Period, the
Corporation releases earnings results or announces material news or a material
event or (2) prior to the expiration of the Initial Lock-Up Period, the
Corporation announces that it will release earnings results during the 15-day
period following the last day of the Initial Lock-Up Period, then in each case
the Initial Lock-Up Period will be 


 


8

















 


automatically
extended until the expiration of the 18-day period beginning on the date of
release of the earnings results or the announcement of the material news or
material event, as applicable, unless Goldman, Sachs & Co. and UBS
Securities LLC waive, in writing, such extension; the Corporation will provide
Goldman, Sachs & Co. and UBS Securities LLC and each Member subject to the
Initial Lock-Up Period with prior notice of any such announcement that gives
rise to an extension of the Initial Lock-up Period and each Member agrees that
any such notice properly delivered will be deemed to have been given to, and
received by, such Member. Each Member further agrees that, prior to engaging in
any transaction or taking any other action that is subject to the terms of this
Section 2(a)(v) during the period from the date of this Agreement to and
including the 34th day following the expiration of the Initial
Lock-Up Period, such Member will give notice thereof to the Corporation and
will not consummate such transaction or take any such action unless it has
received written confirmation from the Corporation that the Initial Lock-Up
Period has expired. During the Initial Lock-Up Period, none of the Corporation,
DPA, its subsidiaries or any Member shall, without the prior written consent of
Goldman, Sachs & Co. and UBS Securities LLC, offer, sell, contract to sell,
pledge, grant any option to purchase, make any short sale or otherwise dispose
of any shares of Class A Shares of the Corporation, or any options or warrants
to purchase any shares of Class A Shares of the Corporation, or any securities
convertible into, exchangeable for or that represent the right (whether
exercisable against the Corporation or against DPA) to receive shares of Class
A Shares of the Corporation, including any membership interests in DPA, or any
such substantially similar securities, whether now owned or hereinafter
acquired, owned directly by such Member (including holding as a custodian) or
with respect to which such Member has beneficial ownership within the rules and
regulations of the Commission; provided, however, that, for the
purposes of Section 2(a)(iv), the Corporation may issue securities pursuant to
any employee benefit plan existing on the date of the prospectus for the IPO which
may (by their express provisions or pursuant to any exchange offer) be or
become exercisable, convertible or exchangeable for Class A Shares. The
foregoing restriction is expressly agreed to preclude such Member from engaging
in any hedging or other transaction which is designed to or which reasonably
could be expected to lead to or result in a sale or disposition of such Member’s
Class A Shares even if such Class A Shares would be disposed of by someone
other than such Member. Such prohibited hedging or other transactions would
include without limitation any short sale or any purchase, sale or grant of any
right (including without limitation any put or call option) with respect to any
of such Member’s Class A Shares or with respect to any security that includes,
relates to, or derives any significant part of its value from such Member’s Class
A Shares.


 


Notwithstanding
any other provision herein to the contrary, the provisions of Section 2.1(a)(i)
– (iv) may be modified only with the prior written approval of the independent
directors of the Corporation. The provisions of Section 2.1(a)(v) may be
modified only with the prior written approval of Goldman, Sachs & Co., UBS
Securities LLC and the independent directors of the Corporation.


 


9

















 


(b)                                 Closing.


 


(i)             If an Exchange Request has been timely delivered
pursuant to Section 2.1(a), then, on the later to occur of (x) the fifth
Business Day prior to the last Business Day of the Fiscal Quarter during which
such Exchange Request has been delivered and (y) the fifth Business Day
following the date on which the conditions giving rise to any delay pursuant to
Section 2(a)(iv) cease to exist ( the “Closing Date”), the parties shall effect
the closing (the “Closing”) of the transactions contemplated by Section 2.1 at
the offices of Skadden, Arps, Slate, Meagher & Flom LLP, Four Times Square,
New York, New York, 10036, or at such other time, at such other place, and in
such other manner, as the applicable parties to such Exchange shall agree in
writing; provided, however, that if pursuant to this Section
2.1(b)(i) an applicable Closing Date falls on a day during which officers and
directors of the Corporation or any of their Affiliates are prohibited by the
trading policies of the Corporation from disposing of equity securities of the
Corporation, then with respect to such Exchanges by such officers and
directors, the Closing Date shall instead be deemed to be the first Business
Day after such date that such officers and directors of the Corporation are
allowed to dispose of equity securities of the Corporation pursuant to the
trading policies of the Corporation.


 


(ii)          No Exchange shall be permitted (and, if attempted,
shall be void ab initio) if, in the good faith determination
of DPA, such an Exchange would pose a material risk that DPA would be a “publicly
traded partnership” as defined in Section 7704 of the Code.


 


(iii)       DPA is not required to effect a Closing relating to
the delivery of an Exchange Request unless the aggregate number of exchanged New
Class A Units of each Member who elects to participate in such Closing by
delivering an Exchange Request have an Aggregate Value of at least $50,000, or
such lesser amount as constitutes such Member’s entire holdings of New Class A
Units at such time.


 


(c)                                  Closing Conditions. The obligations of any of the
parties to consummate an Exchange pursuant to this Section 2.1 shall be subject
to the conditions that:


 


(i)             there shall be no injunction, restraining order or
decree of any nature of any Governmental Entity that is then in effect that
restrains or prohibits the Exchange of New Class A Units for Class A Shares or
the transfer of Class B Shares for cancellation; and


 


(ii)          in the case of a Non-Executive Member or an Executive
Member, such Member satisfies the maintenance requirements set forth in
Sections 2.1(a)(i) or (ii), as applicable.


 


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(d)                                 Closing Deliveries. At each Closing, with respect to
each Member that requests the Exchange, or elects to participate in the
Exchange, in each case, contemplated for such Closing:


 


(i)             such Member shall deliver instruments of transfer, in
form reasonably satisfactory to the designated transfer agent (the “Transfer
Agent”), duly executed by such Member or such Member’s duly authorized
attorney, and transfer tax stamps or funds therefor, if required, representing
a number of New Class A Units to be exchanged for Class A Shares, together with
stock powers duly endorsed in blank;


 


(ii)          such Member shall deliver for cancellation instruments
of transfer, in form reasonably satisfactory to the Transfer Agent, duly
executed by such Member or such Member’s duly authorized attorney, and transfer
tax stamps or funds therefor, if required, representing a number of Class B
Shares equal to the number of such Member’s exchanged New Class A Units,
together with stock powers duly endorsed in blank;


 


(iii)       if applicable, such Member shall deliver evidence
reasonably satisfactory to DPA, that all Liens on his New Class A Units and
Class B Shares delivered pursuant to Section 2.1(d)(i) have been released;


 


(iv)      if such Member transfers a number of New Class A Units
and Class B Shares pursuant to this Section 2.1(d) that represent a greater
number of New Class A Units and Class B Shares than to be exchanged in such
Exchange, DPA will deliver back instruments of transfer representing the
remainder of New Class A Units and Class B Shares, as applicable.


 


(v)         the Corporation shall deliver to DPA a certificate
representing an amount of Class A Shares equal to the number of New Class A
Units.


 


Section 2.2                                      EXPENSES


 


Each party
hereto shall bear his own expenses in connection with the consummation of any
of the transactions contemplated hereby, whether or not any such transaction is
ultimately consummated.


 


Section 2.3                                      NON-SOLICITATION 


 


Each Member
who is an employee of DPA or any of its Subsidiaries hereby covenants and
agrees that during the period he is an employee of DPA or any of its
Subsidiaries and for a period of one (1) year thereafter, such Member shall
not, directly or indirectly, solicit, induce, attempt to induce or encourage or
assist (i) any then-current employees of DPA or any of its Affiliates to
terminate their employment with DPA or such Affiliate or to become employed by
any other firm, company or other business enterprise; or (ii) any existing
customer or client of DPA or any of its Affiliates to cease doing business with
or modify its relation with DPA or any of its Affiliates to the economic
detriment of DPA or any 


 


11

















 


of its Affiliates or to become
a customer or client of any other firm, company or business enterprise.
Notwithstanding the foregoing, any Member who is party to any non-solicitation
provisions contained in an employee letter, unit grant agreement, employment
agreement, offer letter, or any other agreement with DPA or any of its
Subsidiaries dated prior to the execution of this Agreement, shall be bound by
the applicable non-solicitation provisions of such employee letter, unit grant
agreement, employment agreement, offer letter or any other agreement with DPA
or any of its Subsidiaries relating to such non-solicitation provisions, and
this Section 2.3 shall not apply to such Member.


 


Section 2.4                                      ADJUSTMENT      The
Exchange Rights for New Class A Units shall be adjusted accordingly if there
is: (A) any subdivision (by any unit split, unit distribution,
reclassification, recapitalization or otherwise) or combination (by reverse
unit split, reclassification, recapitalization or otherwise) of the New Class A
Units that is not accompanied by an identical subdivision or combination of the
Class A Shares; or (B) any subdivision (by any stock split, stock dividend,
reclassification, recapitalization or otherwise) or combination (by reverse
stock split, reclassification, recapitalization or otherwise) of the Class A
Shares that is not accompanied by an identical subdivision of the New Class A
Units.


 


Section 2.5                                      EXPIRATION


 


In the event
that DPA is dissolved pursuant to Section 7.2 of the LLC Agreement, any
Exchange Right pursuant to Sections 2.1(a) and (b) of this Agreement shall
expire upon final distribution of the assets of DPA pursuant to the terms and
conditions of the LLC Agreement.


 


Section 2.6                                      MAINTENANCE
REQUIREMENTS


 


Each Member
who is a Non-Executive Member or an Executive Member covenants and agrees that
during the period he is an employee of DPA or any of its Subsidiaries, such
Member will satisfy the maintenance requirements set forth in Sections
2.1(a)(i) or (ii), as applicable.


 


ARTICLE III



MISCELLANEOUS


 


Section 3.1                                      NOTICES.
 All notices, requests, consents and
other communications hereunder to any party 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
3.1) or nationally recognized overnight courier, addressed to such party at the
address or facsimile number set forth below or such other address or facsimile
number as may hereafter be designated in writing by such party to the other
parties:


 


(a)                                  If to DPA, to its
Managing Member:


 


Duff & Phelps Corporation

55 East 52nd Street

New York, NY 10055

Attention: General Counsel


 


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Facsimile: (212) 450-2801



with a copy (which shall not constitute notice to DPA) 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.


 


(b)                                 if to any of the Members,
to:


 


the address and facsimile number set forth in
the records of DPA from time to time.


 


Section 3.2                                      INTERPRETATION.
 The headings contained in this Agreement
are for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement. Whenever the words “included”, “includes” or “including”
are used in this Agreement, they shall be deemed to be followed by the words “without
limitation.”


 


Section 3.3                                      MEMBER.  To
the extent a Member (or an applicable Permitted Transferee) validly transfers
any or all of his New Class A Units and Class B Shares to a Permitted
Transferee of such Member or to any other Person in a transaction not
in contravention of, and in accordance with, the LLC Agreement, then such Person
shall have the right to execute and deliver a joinder to this Agreement,
in form and substance reasonably satisfactory to DPA. Upon execution of any
such joinder, such Person shall be entitled to all of the rights and bound by
each of the obligations applicable to the relevant transferor hereunder.


 


Section 3.4                                      SEVERABILITY.
 The provisions of this Agreement shall
be deemed severable and the invalidity or unenforceability of any provision
shall not affect the validity or enforceability of the other provisions hereof.
If any provision of this Agreement, or the application thereof to any person or
entity or any circumstance, is found to be invalid or unenforceable in any
jurisdiction, (a) a suitable and equitable provision shall be substituted
therefor in order to carry out, so far as may be valid and enforceable, the
intent and purpose of such invalid or unenforceable provision and (b) the remainder
of this Agreement and the application of such provision to other Persons or
circumstances shall not be affected by such invalidity or unenforceability, nor
shall such invalidity or unenforceability affect the validity or enforceability
of such provision, or the application thereof, in any other jurisdiction.


 


Section 3.5                                      COUNTERPARTS.  This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which shall,
taken together, be considered one and the same agreement, it being understood
that both parties need not sign the same counterpart.


 


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Section 3.6                                      ENTIRE
AGREEMENT; NO THIRD PARTY BENEFICIARIES.


This Agreement
(a) constitutes the entire agreement and supersedes all other prior agreements,
both written and oral, among the parties with respect to the subject matter
hereof and (b) is not intended to confer upon any Person, other than the
parties hereto and their Permitted Transferees, any rights or remedies
hereunder; provided, that, Goldman, Sachs & Co., UBS
Securities LLC, Lehman Brothers Inc., William Blair & Company, L.L.C.,
Keefe, Bruyette & Woods, Inc. and Fox-Pitt, Kelton Cochran Caronia Waller
(USA) LLC shall be deemed third party beneficiaries with respect to Section
2.1(a)(v) of this Agreement.


 


Section 3.7                                      FURTHER
ASSURANCES.  Each party hereto shall
execute, deliver, acknowledge and file such other documents and take such
further actions as may be reasonably requested from time to time by any other
party hereto to give effect to and carry out the transactions contemplated
herein.


 


Section 3.8                                      GOVERNING
LAW; EQUITABLE REMEDIES. THIS AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK, WITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES THEREOF (OTHER THAN
SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).
The parties hereto agree that irreparable damage would occur in the event that
any of the provisions of this Agreement were not performed in accordance with
its specific terms or this Agreement were otherwise breached. It is accordingly
agreed that the parties hereto shall be entitled to an injunction or
injunctions and other equitable remedies to prevent breaches of this Agreement
and to enforce specifically the terms and provisions hereof in any of the
Selected Courts (as defined below), this being in addition to any other remedy
to which they are entitled at law or in equity. Any requirements for the
securing or posting of any bond with respect to such remedy are hereby waived
by each of the parties hereto. Each party further agrees that, in the event of
any action for an injunction or other equitable remedy in respect of such
breach or enforcement of specific performance, it will not assert the defense
that a remedy at law would be adequate.


 


Section 3.9                                      CONSENT
TO JURISDICTION.  With respect to any
suit, action or proceeding (“Proceeding”) arising out of or relating to this
Agreement or any transaction contemplated hereby each of the parties hereto
hereby irrevocably (i) submits to the exclusive jurisdiction of the United
States District Court for the Southern District of New York or the Court of
Chancery located in the State of Delaware, County of Newcastle (the “Selected
Courts”) and waives any objection to venue being laid in the Selected Courts
whether based on the grounds of forum non conveniens or otherwise and hereby
agrees not to commence any such Proceeding other than before one of the
Selected Courts; provided, however, that a party may commence any Proceeding in
a court other than a Selected Court solely for the purpose of enforcing an
order or judgment issued by one of the Selected Courts; (ii) consents to
service of process in any Proceeding by the mailing of copies thereof by
registered or certified mail, postage prepaid, or by recognized international
express carrier or delivery service, to the parties hereto at their respective
addresses referred to in Section 3.1 hereof; provided, however,
that nothing herein shall affect the right of any party hereto to serve process
in any other manner permitted by law; and (iii) TO THE
EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, WAIVES, AND
COVENANTS THAT IT WILL NOT 


 


14

















 


ASSERT
(WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN
ANY ACTION ARISING IN WHOLE OR IN PART UNDER OR IN CONNECTION WITH THIS
AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY, WHETHER NOW EXISTING
OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AND
AGREES THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS
WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG
THE PARTIES IRREVOCABLY TO WAIVE THEIR RIGHTS TO TRIAL BY JURY IN ANY
PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO THIS AGREEMENT OR ANY OF THE
TRANSACTIONS CONTEMPLATED HEREBY, WILL INSTEAD BE TRIED IN A COURT OF COMPETENT
JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.


 


Section 3.10                                AMENDMENTS;
WAIVERS.


 


(a)                                  No provision of this Agreement may
be amended unless such amendment is approved in writing by DPA and by the Lovell
Members and Vestar Members, respectively, who, together with their Permitted
Transferees, are adversely affected by such amendment. If Members who, together
with their Permitted Transferees, collectively hold at least two-thirds of the New
Class A Units do not approve in writing such amendment to the Agreement, such
amendment shall not become effective. In addition, no such amendment shall become
effective if such amendment will have a materially disproportionate effect on
certain Members (unless disproportionate solely because of disproportionate
unit ownership) unless all such disproportionately affected Members consent in
writing to such amendment; provided further, no amendment may be made to
Section 2.1(a)(v) unless such amendment is also approved in writing by Goldman,
Sachs & Co. and UBS Securities LLC. 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.


 


(b)                                 No failure or delay by any party in
exercising any right, power or privilege hereunder shall operate as waiver
thereof nor shall any single or partial exercise thereof preclude any other or
further exercise thereof or the exercise of any other right, power or privilege.
The rights and remedies herein provided shall be cumulative and not exclusive
of any rights or remedies provided by law.


 


Section 3.11                                ASSIGNMENT.
 Except as contemplated by Section 3.3,
neither this Agreement nor any of the rights or obligations hereunder shall be
assigned by any of the parties hereto without the prior written consent of the
other parties. Subject to the preceding sentence, this Agreement will be
binding upon, inure to the benefit of and be enforceable by the parties and
their respective successors, assigns and Permitted Transferees.


 


Section 3.12                                TAX
TREATMENT.


 


(a)                                  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.


 


15

















 


(b)                                 As required by the Code and the Regulations:
(i) the parties shall report an Exchange consummated hereunder as a taxable
sale of New Class A Units by a Member to the Corporation (in conjunction with
an associated cancellation of Class B Shares) and (ii) no party shall take a
contrary position on any income tax return, amendment thereof or communication
with a taxing authority.


 


16

















 


IN WITNESS WHEREOF, the parties have caused
this Agreement to be duly executed and delivered, all as of the date first set
forth above.


 


	
   

  	
  DUFF & PHELPS ACQUISITIONS, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Noah Gottdiener

  
	
   

  	
  Name: Noah Gottdiener

  
	
   

  	
  Title: Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LM DUFF HOLDINGS, 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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  VESTAR CAPITAL PARTNERS IV, L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Sander Levy

  
	
   

  	
  Name: Sander Levy

  
	
   

  	
  Title: Managing Director

  



 


17

















 


	
   

  	
  VESTAR/D&P HOLDINGS LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Sander Levy

  
	
   

  	
  Name: Sander Levy

  
	
   

  	
  Title: Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ON BEHALF OF EACH OF THE INDIVIDUAL 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 for the Exchange Agreement


 


18