Unassociated Document


     

    EXHIBIT 10.1

     

    
      

      

    

     

     

     

    AGREEMENT
AND PLAN OF MERGER

     

     

    DATED AS
OF DECEMBER 12, 2009

     

     

    AMONG

     

     

    AFFILIATED
MANAGERS GROUP, INC.,

     

     

    MANOR
LLC

     

     

    AND

     

     

    HIGHBURY
FINANCIAL INC.

     

     

     

    
      

    

    
      

    

    
      
        
        

      

      
        
        

      

       

       

      TABLE OF
CONTENTS

    

    


    
      
        
          
            
              	 
      	 
      	
                      Page

                    
	 
      	 
      	 
      
	
                      ARTICLE
      I. THE MERGER

                    	
                      2

                    
	 
      	 
      
	
                      1.1

                    	
                      The
      Merger

                    	
                      2

                    
	 
      	 
      	 
      
	
                      1.2

                    	
                      Closing.

                    	
                      2

                    
	 
      	 
      	 
      
	
                      1.3

                    	
                      Effective
      Time.

                    	
                      3

                    
	 
      	 
      	 
      
	
                      1.4

                    	
                      Effects
      of the Merger

                    	
                      3

                    
	 
      	 
      	 
      
	
                      1.5

                    	
                      Certificate
      of Formation

                    	
                      3

                    
	 
      	 
      	 
      
	
                      1.6

                    	
                      Limited
      Liability Company Agreement

                    	
                      3

                    
	 
      	 
      	 
      
	
                      1.7

                    	
                      Management
      of Surviving Company

                    	
                      3

                    
	 
      	 
      	 
      
	
                      1.8

                    	
                      Effect
      on Capital Stock

                    	
                      3

                    
	 
      	 
      	 
      
	
                      1.9

                    	
                      Treatment
      of Company Series B Preferred Stock

                    	
                      5

                    
	 
      	 
      	 
      
	
                      ARTICLE
      II. EXCHANGE OF CERTIFICATES

                    	
                      5

                    
	 
      	 
      
	
                      2.1

                    	
                      Exchange
      Fund.

                    	
                      5

                    
	 
      	 
      	 
      
	
                      2.2

                    	
                      Exchange
      Procedures.

                    	
                      6

                    
	 
      	 
      	 
      
	
                      2.3

                    	
                      Distributions
      with Respect to Unexchanged Shares

                    	
                      7

                    
	 
      	 
      	 
      
	
                      2.4

                    	
                      No
      Further Ownership Rights in Company Common Stock

                    	
                      7

                    
	 
      	 
      	 
      
	
                      2.5

                    	
                      No
      Fractional Shares of Parent Common Stock

                    	
                      7

                    
	 
      	 
      	 
      
	
                      2.6

                    	
                      Termination
      of Exchange Fund

                    	
                      8

                    
	 
      	 
      	 
      
	
                      2.7

                    	
                      No
      Liability

                    	
                      8

                    
	 
      	 
      	 
      
	
                      2.8

                    	
                      Investment
      of the Exchange Fund

                    	
                      8

                    
	 
      	 
      	 
      
	
                      2.9

                    	
                      Lost
      Certificates

                    	
                      8

                    
	 
      	 
      	 
      
	
                      2.10

                    	
                      Withholding
      Rights

                    	
                      8

                    
	 
      	 
      	 
      
	
                      2.11

                    	
                      Further
      Assurances

                    	
                      9

                    
	 
      	 
      	 
      
	
                      2.12

                    	
                      Stock
      Transfer Books

                    	
                      9

                    
	 
      	 
      	 
      
	
                      ARTICLE
      III. REPRESENTATIONS AND WARRANTIES

                    	
                      9

                    
	 
      	 
      
	
                      3.1

                    	
                      Representations
      and Warranties of the Company

                    	
                      9

                    
	 
      	 
      	 
      
	
                      3.2

                    	
                      Representations
      and Warranties of Parent and Merger Sub

                    	
                      31

                    
	 
      	 
      	 
      
	
                      ARTICLE
      IV. COVENANTS RELATING TO CONDUCT OF BUSINESS

                    	
                      38

                    
	 
      	 
      
	
                      4.1

                    	
                      Covenants
      of Company

                    	
                      38

                    
	 
      	 
      	 
      
	
                      4.2

                    	
                      Covenants
      of Parent

                    	
                      41

                    


            

          

        

      

    

     

    
      
      

       


    

    
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    TABLE OF
CONTENTS

    (continued)

    


    
      
        
          
            
              	 
      	
                      Page

                    
	 
      	 
      
	
                      ARTICLE
      V. ADDITIONAL AGREEMENTS

                    	
                      42

                    
	 
      	 
      
	
                      5.1

                    	
                      Preparation
      of Proxy Statement and Registration Statement; Company Stockholders
      Meeting

                    	
                      42

                    
	 
      	 
      	 
      
	
                      5.2

                    	
                      Special
      Dividend.

                    	
                      43

                    
	 
      	 
      	 
      
	
                      5.3

                    	
                      Access
      to Information.

                    	
                      45

                    
	 
      	 
      	 
      
	
                      5.4

                    	
                      Efforts

                    	
                      46

                    
	 
      	 
      	 
      
	
                      5.5

                    	
                      Acquisition
      Proposals

                    	
                      50

                    
	 
      	 
      	 
      
	
                      5.6

                    	
                      Employee
      Benefits Matters.

                    	
                      52

                    
	 
      	 
      	 
      
	
                      5.7

                    	
                      Fees
      and Expenses

                    	
                      52

                    
	 
      	 
      	 
      
	
                      5.8

                    	
                      Directors’
      and Officers’ Insurance

                    	
                      53

                    
	 
      	 
      	 
      
	
                      5.9

                    	
                      Public
      Announcements.

                    	
                      53

                    
	 
      	 
      	 
      
	
                      5.10

                    	
                      Listing
      of Shares of Parent Common Stock

                    	
                      53

                    
	 
      	 
      	 
      
	
                      5.11

                    	
                      Qualification
      of the Proprietary Funds

                    	
                      54

                    
	 
      	 
      	 
      
	
                      5.12

                    	
                      Section
      15(f) of the Investment Company Act.

                    	
                      54

                    
	 
      	 
      	 
      
	
                      5.13

                    	
                      Stockholder
      Litigation

                    	
                      54

                    
	 
      	 
      	 
      
	
                      5.14

                    	
                      Maintenance
      of Insurance

                    	
                      54

                    
	 
      	 
      	 
      
	
                      5.15

                    	
                      Termination
      of Certain Agreements

                    	
                      54

                    
	 
      	 
      	 
      
	
                      5.16

                    	
                      Run-Rate
      Certificate

                    	
                      54

                    
	 
      	 
      	 
      
	
                      5.17

                    	
                      Invoices

                    	
                      55

                    
	 
      	 
      	 
      
	
                      ARTICLE
      VI. CONDITIONS PRECEDENT

                    	
                      55

                    
	 
      	 
      
	
                      6.1

                    	
                      Conditions
      to Each Party’s Obligation to Effect the Merger

                    	
                      55

                    
	 
      	 
      	 
      
	
                      6.2

                    	
                      Additional
      Conditions to Obligations of Parent and Merger Sub

                    	
                      56

                    
	 
      	 
      	 
      
	
                      6.3

                    	
                      Additional
      Conditions to Obligations of the Company

                    	
                      57

                    
	 
      	 
      	 
      
	
                      6.4

                    	
                      Frustration
      of Closing Conditions.

                    	
                      58

                    
	 
      	 
      	 
      
	
                      ARTICLE
      VII. TERMINATION AND AMENDMENT

                    	
                      58

                    
	 
      	 
      
	
                      7.1

                    	
                      Termination

                    	
                      58

                    
	 
      	 
      	 
      
	
                      7.2

                    	
                      Effect
      of Termination

                    	
                      59

                    
	 
      	 
      	 
      
	
                      7.3

                    	
                      Amendment

                    	
                      61

                    
	 
      	 
      	 
      
	
                      7.4

                    	
                      Extension;
      Waiver

                    	
                      61

                    
	 
      	 
      	 
      
	
                      ARTICLE
      VIII. GENERAL PROVISIONS

                    	
                      61

                    
	 
      	 
      
	
                      8.1

                    	
                      No
      Survival

                    	
                      61

                    


            

          

        

      

    

     

    
      
      

       


    

    
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    TABLE OF
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    (continued)

    


    
      
        
          
            
              
                	 
      	 
      	
                        Page

                      
	 
      	 
      	 
      
	
                        8.2

                      	
                        Notices

                      	
                        61

                      
	 
      	 
      	 
      
	
                        8.3

                      	
                        Interpretation.

                      	
                        62

                      
	 
      	 
      	 
      
	
                        8.4

                      	
                        Counterparts

                      	
                        62

                      
	 
      	 
      	 
      
	
                        8.5

                      	
                        Entire
      Agreement; No Third Party Beneficiaries.

                      	
                        63

                      
	 
      	 
      	 
      
	
                        8.6

                      	
                        Governing
      Law

                      	
                        63

                      
	 
      	 
      	 
      
	
                        8.7

                      	
                        Severability

                      	
                        63

                      
	 
      	 
      	 
      
	
                        8.8

                      	
                        Assignment

                      	
                        63

                      
	 
      	 
      	 
      
	
                        8.9

                      	
                        Enforcement

                      	
                        64

                      
	 
      	 
      	 
      
	
                        8.10

                      	
                        Definitions.  As
      used in this Agreement:

                      	
                        64

                      


              

            

          

        

      

    


    
      
      

       


    

    
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    AGREEMENT
AND PLAN OF MERGER, dated as of December 12, 2009 (this “Agreement”), by and
among AFFILIATED MANAGERS GROUP, INC., a Delaware corporation (“Parent”), MANOR LLC,
a Delaware limited liability company and a direct or indirect wholly owned
Subsidiary of Parent (“Merger Sub”), and
HIGHBURY FINANCIAL INC., a Delaware corporation (the “Company”).

     

    WITNESSETH:

     

    WHEREAS,
the Board of Directors of the Company, acting upon the recommendation of the
Special Committee, and the Boards of Directors of each of Parent and Merger Sub,
have each approved and declared advisable the merger of the Company with and
into Merger Sub (the “Merger”), upon the
terms and subject to the conditions set forth in this Agreement, pursuant to
which each outstanding share of common stock, par value $0.0001 per share, of
the Company (the “Company Common
Stock”) issued and outstanding immediately prior to the Effective Time,
other than shares owned or held directly by the Company (“Treasury Shares”) and
other than Dissenting Shares, will be converted into the right to receive a
fraction of a fully paid and nonassessable share of Parent Common
Stock;

     

    WHEREAS,
as a condition to Parent entering into this Agreement and incurring the
obligations set forth herein, concurrently with the execution and delivery of
this Agreement:

     

    
      	
               
      

            	
              (i)

            	
              Parent
      is entering into a Voting Agreement with certain significant shareholders
      of the Company, the directors of the Company and certain key employees of
      the Company and its subsidiaries (the “Voting
      Agreement”) pursuant to which, among other things, each of those
      shareholders has agreed, subject to the terms thereof, to vote all shares
      of Company Common Stock or Company Series B Preferred Stock (as
      applicable) owned by each of them in accordance with the terms of the
      Voting Agreement;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              each
      of Stuart Bilton, Kenneth Anderson, Gerald Dillenburg, Christine Dragon,
      Joseph Hays, Michael Mayhew, Robert Leahy, Joseph Reid and David Robinow
      (the “Aston
      Management
      Owners”) and the Company and Merger Sub, has entered into the
      Amended and Restated Limited Partnership Agreement (the “Restated LP
      Agreement”) dated as of the date hereof and which agreement will be
      effective immediately prior to the Closing and will provide for (among
      other things) (a) the conversion immediately prior to the Closing of Aston
      Asset Management, LLC, a Delaware limited liability company (“Aston”), into a
      Delaware limited partnership, (b) renaming of Aston as “Aston Asset
      Management, LP,” and (c) the ownership by the Aston Management Owners of
      their Initial Points (as defined in the Restated LP Agreement) in Aston
      immediately prior to the Closing;

            


    

     

    
      
      

       


    

    
       


      
        

      

    

    
       


    

    
    

     

    
      	
               
      

            	
              (iii)

            	
              each
      of the Aston Management Owners has entered into an Employment Agreement
      (collectively, the “Employment
      Agreements”) with the Company, Aston and Merger Sub, dated as of
      the date hereof and which agreements will be effective as of the Closing;
      and

            


    

     

    
      	
               
      

            	
              (iv)

            	
              each
      of Stuart D. Bilton and Kenneth C. Anderson has entered into a Partner
      Non-Competition Agreement (collectively, the “Partner
      Non-Competition Agreements”) with the Company, Aston and Merger
      Sub, dated as of the date hereof and which agreements will be effective as
      of the Closing;

            


    

     

    WHEREAS,
for U.S. federal income tax purposes, Parent, Merger Sub and the Company intend
that the Merger shall qualify as a “reorganization” within the meaning of
Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and the
Treasury regulations promulgated thereunder (“Treasury
Regulations”), and, by approving resolutions authorizing this Agreement,
to adopt this Agreement as a “plan of reorganization” within the meaning of
Treasury Regulations Section 1.368-2(g); and

     

    WHEREAS,
Parent, Merger Sub and the Company desire to make certain representations,
warranties, covenants and agreements in connection with the Merger and also to
prescribe various conditions to the Merger;

     

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

     

    ARTICLE
I.


     

    THE
MERGER

     

    1.1           The Merger.  Upon the terms
and subject to the conditions set forth in this Agreement, and in accordance
with the Delaware General Corporation Law (the “DGCL”) and the
Delaware Limited Liability Company Act (the “DLLCA”), the Company
shall be merged with and into Merger Sub at the Effective
Time.  Following the Merger, the separate corporate existence of the
Company shall cease and Merger Sub shall continue as the surviving limited
liability company (the “Surviving Company”)
under the name “Manor LLC.”

     

    1.2           Closing.  Unless
this Agreement shall have been terminated pursuant to the provisions of Section
7.1, the closing of the Merger (the “Closing”) will take
place on the tenth Business Day after the end of the first calendar month in
which each of the conditions set forth in Section 6.1 and Section 6.2(c) is
satisfied or waived (subject to Applicable Law), subject to the satisfaction or,
where permitted, waiver of each of the conditions set forth in Article VI as of
the Closing and the parties having finalized the Special Dividend Amount in
accordance with Section 5.2 or, unless another time or date is agreed to in
writing by the parties hereto (the date of the Closing, the “Closing
Date”).  The Closing shall be held at the offices of Ropes
& Gray LLP, One International Place, Boston, Massachusetts, unless another
place is agreed to in writing by the parties hereto.


    
      
      

       


    

    
      2

      
        

      

    

    
       


    

    
    

     

    1.3          Effective
Time.  Upon the Closing, the parties shall file with the
Secretary of State of the State of Delaware a certificate of merger (the “Certificate of
Merger”) in such form as is required by and executed in accordance with
the relevant provisions of the DGCL and the DLLCA, and make all other filings or
recordings required under the DGCL and the DLLCA.  The Merger shall
become effective at such time as the Certificate of Merger is duly filed with
the Secretary of State of the State of Delaware or at such subsequent time as
Parent and the Company shall agree and as shall be specified in the Certificate
of Merger (the date and time the Merger becomes effective being the “Effective
Time”).

     

    1.4          Effects of the
Merger.  At and after the Effective Time, the Merger will have
the effects set forth in the DGCL and the DLLCA.  Without limiting the
generality of the foregoing, and subject thereto, at the Effective Time all the
property, rights, privileges, powers and franchises of the Company and Merger
Sub shall be vested in the Surviving Company, and all debts, liabilities and
duties of the Company and Merger Sub shall become the debts, liabilities and
duties of the Surviving Company.

     

    1.5          Certificate of
Formation.  The certificate of formation of Merger Sub, as in
effect immediately prior to the Effective Time, shall be the certificate of
formation of the Surviving Company, until thereafter changed or amended as
provided therein or by Applicable Law.

     

    1.6          Limited Liability Company
Agreement.  The limited liability company agreement of Merger
Sub as in effect at the Effective Time shall be the limited liability company
agreement of the Surviving Company until thereafter changed or amended as
provided therein or by Applicable Law.

     

    1.7          Management of Surviving
Company.  The officers and directors of the Company immediately
prior to the Effective Time shall submit their resignations to be effective as
of the Effective Time.  From and after the Effective Time, the
business and affairs of the Surviving Company shall be managed as provided in
the limited liability company agreement of Merger Sub.

     

    1.8          Effect on Capital
Stock.  At the Effective Time by virtue of the Merger and
without any action on the part of the holder thereof:

     

    (a)           Each
share of Company Common Stock issued and outstanding immediately prior to the
Effective Time (other than Treasury Shares and Dissenting Shares but including
Converted Shares) shall be converted into the right to receive such number of
shares of Parent Common Stock as is equal to the Exchange Ratio (the “Merger
Consideration”), subject to Section 2.5 with respect to fractional
shares.


    
      
      

       


    

    
      3

      
        

      

    

    
       


    

    
    

     

    (b)           As
a result of the Merger and without any action on the part of the holders
thereof, at the Effective Time, all shares of Company Common Stock (other than
shares referred to in Sections 1.8(c) and (e)) shall cease to be
outstanding and shall be canceled and shall cease to exist, and each holder of a
certificate (a “Certificate”) or
book-entry credit (a “Book-Entry Share”)
which immediately prior to the Effective Time represented any such shares of
Company Common Stock shall thereafter cease to have any rights with respect to
such shares of Company Common Stock, except the right to receive the applicable
Merger Consideration and any cash in lieu of fractional shares of Parent Common
Stock to be issued or paid in consideration therefor and any dividends or other
distributions to which holders become entitled all in accordance with
Article II upon the surrender of such Certificate.

     

    (c)           Each
Treasury Share at the Effective Time shall, by virtue of the Merger, cease to be
outstanding and shall be canceled and no Merger Consideration or other
consideration shall be delivered in exchange therefor.

     

    (d)           The
limited liability company membership interests of Merger Sub issued and
outstanding immediately prior to the Effective Time, shall be converted into and
become validly issued, fully paid and nonassessable limited liability company
membership interests of the Surviving Company, and such limited liability
company membership interests shall constitute the only outstanding membership
interests of the Surviving Company.

     

    (e)           Notwithstanding
anything in this Agreement to the contrary, shares of Company Common Stock that
are issued and outstanding immediately prior to the Effective Time and that are
owned by stockholders that are entitled to demand and have properly demanded
rights of appraisal in accordance with Section 262 of the DGCL (the “Dissenting Shares”)
shall not be converted into the right to receive the Merger Consideration,
unless and until such stockholders shall have failed to perfect or have
effectively withdrawn or lost such right of appraisal under Applicable Law, but,
instead, the holders thereof shall be entitled to payment of the appraised value
of such Dissenting Shares in accordance with Section 262 of the
DGCL.  If any such holder shall fail to perfect or shall effectively
withdraw or lose such right of appraisal, the shares of Company Common Stock
held by such stockholder shall not be deemed Dissenting Shares for purposes of
this Agreement and shall thereupon be deemed to have been converted into the
right to receive the Merger Consideration in accordance with Section 1.8(a),
without interest.  The Company shall give Parent (A) prompt notice of
any written demands for appraisal filed pursuant to Section 262 of the DGCL
received by the Company, withdrawals of such demands and any other instruments
served or delivered in connection with such demands pursuant to the DGCL and
received by the Company and (B) the opportunity to participate in all
negotiations and proceedings with respect to demands made pursuant to Section
262 of the DGCL.  The Company shall not, except with the prior written
consent of Parent, (x) make any payment with respect to any such demand, (y)
offer to settle or settle any such demand or (z) waive any failure to timely
deliver a written demand for appraisal or timely take any other action to
perfect appraisal rights in accordance with the DGCL.


    
      
      

       


    

    
      4

      
        

      

    

    
       


    

    
    

     

    (f)           If
prior to the Effective Time, Parent or the Company, as the case may be, should
(after obtaining the consent required by Section 4.1 or Section 4.2,
as the case may be) split, combine or otherwise reclassify the Parent Common
Stock or the Company Common Stock, or pay a stock dividend or other stock
distribution in Parent Common Stock or Company Common Stock, as applicable, or
otherwise change the Parent Common Stock or Company Common Stock into any other
securities, or make any other such stock dividend or distribution in capital
stock of Parent or the Company in respect of the Parent Common Stock or the
Company Common Stock, respectively (in each case other than pursuant to Section
1.9), then any number or amount contained herein which is based upon the price
of the Parent Common Stock or the number of shares of Company Common Stock or
Parent Common Stock, as the case may be, will be appropriately adjusted to
reflect such split, combination, dividend, reclassification or other
distribution or change.

     

    1.9          Treatment of Company Series
B Preferred Stock.  As soon as practicable following the date
of this Agreement, the Board of Directors of the Company (or a committee
thereof) shall adopt such resolutions or take such other actions as may be
required in accordance with the terms of the Certificate of Designation of
Series B Convertible Preferred Stock of the Company to provide that, immediately
prior to the Effective Time but conditioned upon the occurrence of the Closing,
each share of Company Series B Preferred Stock outstanding as of immediately
prior to the Effective Time, including any then accrued and unpaid dividends
thereon, shall be converted into such number of shares of Company Common Stock
(the “Converted
Shares”) as set forth in the Certificate of Designation of Series B
Convertible Preferred Stock of the Company, including by delivering notice to
all holders of shares of Company Series B Preferred Stock at least ten days
prior to the anticipated closing date of the Merger.  Each Converted
Share shall, at the Effective Time, be cancelled and converted into the right to
receive the applicable Merger Consideration in accordance with Section 1.8
hereof.

     

    ARTICLE
II.


     

    EXCHANGE
OF CERTIFICATES

     

    2.1          Exchange
Fund.  At or prior to the Effective Time, Parent shall deposit
with Continental Stock Transfer & Trust Company or such other bank or trust
company as Parent shall determine prior to the mailing of the Proxy Statement
and who shall be reasonably satisfactory to the Company (the “Exchange Agent”), in
trust for the benefit of holders of shares of Company Common Stock, for exchange
in accordance with Section 1.8, all the certificates representing the Aggregate
Merger Consideration to be issued pursuant to this Agreement in exchange for
outstanding Company Common Stock and cash sufficient to pay cash in lieu of
fractional shares pursuant to Section 2.5.  Parent agrees to make
available to the Exchange Agent from time to time as needed, cash sufficient to
pay any dividends and other distributions pursuant to Section
2.3.  Any cash and certificates of Parent Common Stock deposited with
the Exchange Agent shall hereinafter be referred to as the “Exchange
Fund”.


    
      
      

       


    

    
      5

      
        

      

    

    
       


    

    
    

     

    2.2          Exchange
Procedures.  As promptly as practicable after the Effective
Time (but in any event within two Business Days thereafter), the Exchange Agent
will send to each record holder of a Certificate or Book Entry Shares (other
than Certificates or Book Entry Shares, to be canceled pursuant to Section
1.8(c) and Certificates or Book-Entry Shares in respect of Dissenting Shares),
(a) a letter of transmittal (which shall specify that delivery shall be
effected, and risk of loss and title to the Certificates shall pass, only upon
delivery of the Certificates to the Exchange Agent or, in the case of Book-Entry
Shares, upon adherence to the procedures set forth in the letter of
transmittal), and shall be in customary form and have such other provisions as
Parent and the Company shall mutually agree, and (b) instructions for use in
effecting the surrender of the Certificates or Book Entry Shares in exchange for
the Merger Consideration.  As soon as reasonably practicable after the
Effective Time, each holder of a Certificate or Book-Entry Shares, upon
surrender of a Certificate or Book Entry Shares to the Exchange Agent together
with such letter of transmittal, duly executed, and such other documents as may
reasonably be required by the Exchange Agent, shall be entitled to receive in
exchange therefor a certificate or certificates or book-entry credit
representing the number of full shares of Parent Common Stock and the amount of
cash in lieu of fractional shares of Parent Common Stock pursuant to Section 2.5
and in respect of any dividends or other distributions to which holders are
entitled pursuant to Section 2.3, if any, into which the aggregate number of
shares of Company Common Stock previously represented by such Certificate or
Book-Entry Shares shall have been converted pursuant to this
Agreement.  The Exchange Agent shall accept such Certificates and Book
Entry Shares upon compliance with such reasonable terms and conditions as the
Exchange Agent may impose to effect an orderly exchange thereof in accordance
with normal exchange practices.  No interest will be paid or will
accrue on any cash payable pursuant to Section 1.8, Section 2.3 or Section
2.5.  In the event of a transfer of ownership of Company Common Stock
that is not registered in the transfer records of the Company, one or more
shares of Parent Common Stock evidencing, in the aggregate, the proper number of
shares of Parent Common Stock and cash in lieu of any fractional shares of
Parent Common Stock pursuant to Section 2.5 and any dividends or other
distributions to which such holder is entitled pursuant to Section 2.3, shall be
issued with respect to such Company Common Stock to such a transferee only if
the Certificate representing such shares of Company Common Stock is presented to
the Exchange Agent, or otherwise delivered in the case of Book-Entry Shares,
accompanied by all documents required to evidence and effect such transfer and
to evidence that any applicable stock transfer taxes have been
paid.


    
      
      

       


    

    
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    2.3          Distributions with Respect
to Unexchanged Shares.  No dividends or other distributions
declared or made with respect to shares of Parent Common Stock with a record
date after the Effective Time shall be paid to the holder of any unsurrendered
Certificate or Book Entry Shares with respect to the shares of Parent Common
Stock that such holder would be entitled to receive upon surrender of such
Certificate or Book Entry Shares and no cash payment in lieu of fractional
shares of Parent Common Stock shall be paid to any such holder pursuant to
Section 2.5 until such holder shall surrender such Certificate or Book Entry
Shares in accordance with Section 2.2.  Subject to the effect, if any,
of Applicable Laws, following surrender of any such Certificate or Book Entry
Shares, there shall be paid to such holder of shares of Parent Common Stock
issuable in exchange therefor, without interest, promptly after the time of such
surrender, the amount of any cash payable in lieu of fractional shares of Parent
Common Stock to which such holder is entitled pursuant to Section 2.5 and the
amount of dividends or other distributions with a record date after the
Effective Time theretofore paid with respect to such whole shares of Parent
Common Stock.  For purposes of dividends or other distributions in
respect of Parent Common Stock, all shares of Parent Common Stock to be issued
pursuant to the Merger shall be entitled to dividends pursuant to the
immediately preceding sentence as if such shares of Parent Common Stock were
issued and outstanding as of the Effective Time.

     

    2.4          No Further Ownership Rights
in Company Common Stock.  All shares of Parent Common Stock
issued and cash paid upon conversion of shares of Company Common Stock in
accordance with the terms of Article I and this Article II (including any cash
paid pursuant to Section 2.3 or Section 2.5) shall be deemed to have been issued
or paid in full satisfaction of all rights pertaining to the shares of Company
Common Stock.

     

    2.5          No Fractional Shares of
Parent Common Stock.  (a) No certificates or scrip or shares of
Parent Common Stock or book-entry credit therefor representing fractional shares
of Parent Common Stock shall be issued upon the surrender for exchange of
Certificates and such fractional share interests will not entitle the owner
thereof to vote or to have any rights of a stockholder of Parent or a holder of
shares of Parent Common Stock.

     

    (b)           Notwithstanding
any other provision of this Agreement, each holder of shares of Company Common
Stock exchanged pursuant to the Merger who would otherwise have been entitled to
receive a fraction of a share of Parent Common Stock (after taking into account
all Certificates delivered by such holder) shall receive, in lieu thereof, cash
(without interest) in an amount equal to the product of (i) such fractional part
of a share of Parent Common Stock multiplied by (ii) the Parent
Reference Price.  As promptly as practicable after the determination
of the amount of cash, if any, to be paid to holders of fractional interests,
the Exchange Agent shall so notify Parent, and Parent shall cause the Exchange
Agent to forward payments to such holders of fractional interests subject to and
in accordance with the terms hereof.


    
      
      

       


    

    
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    2.6           Termination of Exchange
Fund.  Any portion of the Exchange Fund which remains
undistributed to the holders of Certificates or Book Entry Shares for one year
after the Effective Time shall be delivered to the Surviving Company or
otherwise on the instruction of the Surviving Company, and any holders of
Certificates or Book Entry Shares who have not theretofore complied with this
Article II shall thereafter look only to the Surviving Company or Parent
(subject to abandoned property, escheat or other similar laws) for the Merger
Consideration with respect to the shares of Company Common Stock formerly
represented thereby to which such holders are entitled pursuant to Section 1.8,
any cash in lieu of fractional shares of Parent Common Stock to which such
holders are entitled pursuant to Section 2.5 and any dividends or distributions
with respect to shares of Parent Common Stock to which such holders are entitled
pursuant to Section 2.3.

     

    2.7           No
Liability.  None of Parent, Merger Sub, the Company, the
Surviving Company or the Exchange Agent shall be liable to any Person in respect
of any Merger Consideration from the Exchange Fund delivered to a public
official pursuant to any applicable abandoned property, escheat or similar
law.

     

    2.8           Investment of the Exchange
Fund.  Any funds included in the Exchange Fund may be invested
by the Exchange Agent, as directed by Parent; provided that such investments
shall be in obligations of or guaranteed by the United States of America and
backed by the full faith and credit of the United States of America or in
commercial paper obligations rated A-1 or P-1 or better by Moody’s Investors
Services, Inc. or Standard & Poor’s Corporation,
respectively.  Any interest and other income resulting from such
investments shall promptly be paid to Parent.

     

    2.9           Lost
Certificates.  If any Certificate shall have been lost, stolen
or destroyed, upon the making of an affidavit of that fact by the Person
claiming such Certificate to be lost, stolen or destroyed and, if required by
the Surviving Company, the posting by such Person of a bond in such reasonable
amount as the Surviving Company may direct as indemnity against any claim that
may be made against it with respect to such Certificate or other documentation
(including an indemnity in customary form) requested by Parent, the Exchange
Agent will deliver in exchange for such lost, stolen or destroyed Certificate
the applicable Merger Consideration with respect to the shares of Company Common
Stock formerly represented thereby, any cash in lieu of fractional shares of
Parent Common Stock, and unpaid dividends and distributions on shares of Parent
Common Stock deliverable in respect thereof, pursuant to this
Agreement.

     

    2.10         Withholding
Rights.  Each of the Surviving Company and Parent shall be
entitled to deduct and withhold from the consideration otherwise payable
pursuant to this Agreement to any holder of shares of Company Common Stock such
amounts as it is required to deduct and withhold with respect to the making of
such payment under the Code and the Treasury Regulations, or any provision of
state, local or foreign tax law.  To the extent that amounts are so
withheld by the Surviving Company or Parent, as the case may be, such withheld
amounts shall be treated for all purposes of this Agreement as having been paid
to the holder of the shares of Company Common Stock, in respect of which such
deduction and withholding was made by the Surviving Company or Parent, as the
case may be.


    
      
      

       


    

    
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    2.11         Further
Assurances.  At and after the Effective Time, the officers and
directors of the Surviving Company will be authorized to execute and deliver, in
the name and on behalf of the Company or Merger Sub, any deeds, bills of sale,
assignments or assurances and to take and do, in the name and on behalf of the
Company or Merger Sub, any other actions and things to vest, perfect or confirm
of record or otherwise in the Surviving Company any and all right, title and
interest in, to and under any of the rights, properties or assets acquired or to
be acquired by the Surviving Company as a result of, or in connection with, the
Merger.

     

    2.12         Stock Transfer
Books.  At the close of business, Boston time, on the day the
Effective Time occurs, the stock transfer books of the Company shall be closed
and there shall be no further registration of transfers of shares of Company
Common Stock thereafter on the records of the Company.  From and after
the Effective Time, the holders of Certificates shall cease to have any rights
with respect to such shares of Company Common Stock formerly represented
thereby, except as otherwise provided herein or by law.  On or after
the Effective Time, any Certificates presented to the Exchange Agent or Parent
for any reason shall be converted into the Merger Consideration with respect to
the shares of Company Common Stock formerly represented thereby, any cash in
lieu of fractional shares of Parent Common Stock to which the holders thereof
are entitled pursuant to Section 2.5 and any dividends or other distributions to
which the holders thereof are entitled pursuant to Section 2.3.

     

    ARTICLE
III.


     

    REPRESENTATIONS
AND WARRANTIES

     

    3.1           Representations and
Warranties of the Company.  Except as disclosed in (i) the
Company SEC Reports filed prior to the date hereof (other than in the “Risk
Factors” or “Forward Looking Statements” sections thereof), or (ii) the
disclosure schedule delivered by the Company to Parent prior to the execution of
this Agreement (the “Company Disclosure
Schedule”) (which Company Disclosure Schedule sets forth, among other
things, items the disclosure of which is necessary or appropriate either in
response to an express disclosure requirement contained in a provision hereof or
as an exception to one or more representations or warranties contained in this
Section 3.1, or to one or more of the Company’s covenants contained herein;
provided, however, that
disclosure in any Section of the Company Disclosure Schedule shall apply only to
the indicated Section of this Agreement except to the extent that it is
reasonably apparent that such disclosure is relevant to another Section of this
Agreement, and provided, further, that,
notwithstanding anything in this Agreement to the contrary, the mere inclusion
of an item in such Schedule as an exception to a representation or warranty
shall not be deemed an admission that such item represents a material exception
or material fact, event or circumstance or that such item has had or would be
reasonably likely to have a Material Adverse Effect on the Company), the Company
hereby represents and warrants to Parent and Merger Sub that:


    
      
      

       


    

    
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    (a)           Organization and
Qualification.  The Company and each of its Subsidiaries is
duly organized, validly existing and in good standing under the laws of the
jurisdiction of its organization, with the corporate or similar power and
authority to own and operate its business as presently conducted. The Company
and each of its Subsidiaries is duly qualified as a foreign corporation or other
entity to do business and is in good standing in each jurisdiction where the
character of its properties owned or held under lease or the nature of its
activities makes such qualification necessary, except for such failures of the
Company and any of its Subsidiaries to be so qualified as would not individually
or in the aggregate, reasonably be expected to have a Material Adverse Effect on
the Company.  The Company has previously made available to Parent true
and complete copies of its certificate of incorporation and by-laws and the
charter documents and by-laws or other organizational documents of each of its
Subsidiaries, as currently in effect, and neither the Company nor any of its
Subsidiaries is in violation of its respective charter documents and by-laws or
other organizational documents in any material respects.

     

    (b)           Authorization; Validity and
Effect of Agreement.  The Company has the requisite corporate
power and authority to execute, deliver and perform its obligations under this
Agreement and, subject to obtaining the Required Company Votes, to consummate
the transactions contemplated hereby.  The execution and delivery of
this Agreement by the Company and the performance by the Company of its
obligations hereunder and the consummation by the Company of the transactions
contemplated hereby have been duly authorized by the Board of Directors of the
Company (acting upon the recommendation of the Special Committee), and all other
necessary corporate action on the part of the Company, other than the adoption
of this Agreement by the shareholders of the Company, and no other corporate
proceedings on the part of the Company are necessary to authorize this Agreement
and the transactions contemplated hereby. This Agreement has been duly and
validly executed and delivered by the Company and assuming due authorization,
execution and delivery by Parent and Merger Sub, constitutes a legal, valid and
binding obligation of the Company, enforceable against it in accordance with its
terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other similar laws relating to or affecting
creditors’ rights generally, general equitable principles (whether considered in
a proceeding in equity or at law) and an implied covenant of good faith and fair
dealing.


    
      
      

       


    

    
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    (c)           Capitalization.  The
authorized capital stock of the Company consists of 50,000,000 shares of Company
Common Stock and 1,000,000 shares of preferred stock, par value $0.0001 per
share, of which (i) 50,000 shares are designated Series A Junior Participating
Preferred Stock (the “Company Series A Preferred
Stock”) and (ii) 1,000 shares are designated Series B Convertible
Preferred Stock (the “Company Series B Preferred
Stock”).  As of December 1, 2009, 15,039,244
shares of Company Common Stock are outstanding, no shares of Company Series A
Preferred Stock are outstanding and 1,000 shares of Company Series B Preferred
Stock are outstanding.  As of December 1, 2009, 3,832,056 warrants to
purchase shares of Company Common Stock are outstanding (the “Company
Warrants”).  As of December 1, 2009, no shares of Company
Common Stock and 50,000 shares of Company Series A Preferred Stock, as
applicable, were reserved for issuance and issuable upon (i) exercise of the
outstanding Company Warrants, (ii) exercise of the rights to purchase shares of
Company Series A Preferred Stock (the “Company Rights”)
issued pursuant to the Rights Agreement, dated as of August 10, 2009, between
the Company and Continental Stock Transfer & Trust Company (the “Rights Agreement”),
and (iii) conversion of shares of the Company Series B Preferred
Stock.  All of the issued and outstanding shares of Company Common
Stock and Company Series B Preferred Stock are, and all shares of Company Common
Stock and Company Series A Preferred Stock which may be issued as described in
the preceding sentence, when issued in accordance with the terms thereof, will
be, validly issued, fully paid and non-assessable.  Except for the
Company Common Stock, the Company Warrants, the Company Series B Preferred Stock
and the Company Rights, there are no outstanding bonds, debentures, notes or
other indebtedness or other securities of the Company or any Subsidiary having
the right to vote (or convertible into, exercisable, or exchangeable for,
securities having the right to vote) on any matters on which stockholders of the
Company may vote, including the Merger.  Except for the Company
Warrants, the Company Series B Preferred Stock and the Company Rights, there are
no options, warrants, calls, subscriptions, convertible securities or other
securities, agreements, commitments, or obligations which would require the
Company or any of its Subsidiaries to issue, deliver or sell, or cause to be
issued, delivered or sold shares of common stock, preferred stock or any other
equity securities, or securities convertible into or exchangeable or exercisable
for shares of common stock, preferred stock or any other equity securities of
Company or any of its Subsidiaries.  Section 3.1(c) of the Company
Disclosure Schedule sets forth, as of the date hereof, a complete list of the
number of shares of Company Common Stock subject to the Company Warrants, the
dates of grant of the Company Warrants and (to the extent applicable) the
exercise prices thereof.  Except as set forth on Section 3.1(c) of the
Company Disclosure Schedule, the Company has no commitments, obligations or
understandings to purchase or redeem or otherwise acquire any shares of Company
Common Stock or the capital stock of any of its Subsidiaries or to provide funds
to or make any investment (in the form of a loan, capital contribution or
otherwise) in any such Subsidiary or any other entity.  Except as set
forth on Section 3.1(c) of the Company Disclosure Schedule, there are no
stockholders’ agreements, voting trusts or other agreements or understandings to
which the Company is a party or by which it is bound relating to the voting or
registration of any shares of capital stock of the Company or any preemptive
rights with respect thereto.  As of the date hereof, the record and
beneficial ownership of and voting power in respect of, the capital stock of the
Company with respect to the signatories to the Voting Agreement set forth in the
Voting Agreement, is accurate in all material respects.  No Subsidiary
of the Company owns any Company Common Stock.


    
      
      

       


    

    
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    (d)           Subsidiaries.  The
only Subsidiary of the Company is Aston.  All of the outstanding
ownership interests in Aston are validly issued, fully paid, non-assessable and
free of preemptive rights, rights of first refusal or similar rights. Except as
provided by the Restated LP Agreement or disclosed on Section 3.1(d) of the
Company Disclosure Schedule, the Company owns directly all of the issued and
outstanding ownership interests or securities of Aston, free and clear of any
claim, lien, pledge, option, right of first refusal or offer, preemptive right,
charge, security interest, mortgage, right-of-way, covenant, restriction,
encumbrance or other rights of third parties (“Encumbrances”).  There
are no existing options, warrants, calls, subscriptions, convertible securities
or other securities, agreements, commitments or obligations of any character
relating to the outstanding interests or other securities of Aston, or which
would require Aston or the Company to issue or sell any shares of its capital
stock, ownership interests or securities convertible into or exchangeable for
shares of its capital stock or ownership interests.

     

    (e)           Other
Interests.  Neither the Company nor Aston owns, directly or
indirectly, any interest or investment in (whether equity or debt) any
corporation, partnership, limited liability company, joint venture, business,
trust or other Person (other than the Company’s ownership of
Aston).

     

    (f)           No Conflict; Required
Filings and Consents.

     

    (i)           Except
as set forth in Section 3.1(f)(i) of the Company Disclosure Schedule with
respect to clause (C) below, none of the execution and delivery of this
Agreement, the performance by the Company of its obligations hereunder or the
consummation of the transactions contemplated hereby, will: (A) violate or
conflict with the Company’s certificate of incorporation or by-laws; (B)
assuming adoption of this Agreement by shareholders of the Company and assuming
satisfaction of the requirements set forth in Section 3.1(f)(ii) below, violate
any statute, law, ordinance, rule or regulation, applicable to the Company or
any of its Subsidiaries or any of their properties or assets; or (C) except for
the consents, approvals and notices required to be obtained from or delivered to
(as applicable) Clients under the Advisory Contracts pursuant to this Agreement,
violate, breach, be in conflict with or constitute a default (or an event which,
with notice or lapse of time or both, would constitute a default) under, or
permit the termination of any provision of, or result in the termination of, the
acceleration of the maturity of, or the acceleration of the performance of any
obligation of the Company or any of its Subsidiaries under, or result in the
creation or imposition of any Encumbrance upon any properties, assets or
business of the Company or any of its Subsidiaries under, any note, bond,
indenture, mortgage, deed of trust, lease, franchise, permit, authorization,
license, contract, instrument or other agreement or commitment or any order,
judgment or decree to which the Company or any of its Subsidiaries is a party or
by which the Company or any of its Subsidiaries or any of their respective
assets or properties is bound or encumbered, or give any Person the right to
require the Company or any of its Subsidiaries to purchase or repurchase any
notes, bonds or instruments of any kind except, in the case of clauses (B) and
(C), for such violations, breaches, conflicts, defaults, terminations,
accelerations, encumbrances, purchase or repurchase obligations or other
occurrences, which individually or in the aggregate, would not reasonably be
expected to have a Material Adverse Effect on the Company.


    
      
      

       


    

    
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    (ii)           Except
for (A) the pre-merger notification requirements of the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, and the rules and regulations
thereunder (the “HSR
Act”), (B) state securities or “blue sky” laws (the “Blue Sky Laws”), (C)
applicable requirements of the Securities Act of 1933, as amended, and the rules
and regulations promulgated thereunder (the “Securities Act”), (D)
rules and reporting requirements of the OTC Bulletin Board, (E) the filing of
the Certificate of Merger pursuant to the DGCL and the DLLCA, (F) applicable
requirements, if any, of the Securities Exchange Act of 1934, as amended, and
the rules and regulations promulgated thereunder (the “Exchange Act”), and
(G) the consents, approvals and notices required or contemplated under the
Investment Company Act of 1940, as amended (the “Investment Company
Act”), no consent, approval or authorization of, permit from, notice to,
or declaration, filing or registration with, any Governmental Authority is
required to be made or obtained by the Company or its Subsidiaries in connection
with the execution, delivery and performance of this Agreement by the Company
and the consummation by the Company of the transactions contemplated
hereby.

     

    (g)          Compliance.  (i)
The Company and each of its Subsidiaries is in compliance with all foreign,
federal, state and local laws and regulations applicable to its operations or
with respect to which compliance is a condition of engaging in the business
thereof, except for such failure as would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect on the
Company.  Neither the Company nor any of its Subsidiaries has received
any notice from a Governmental Authority asserting a failure, or possible
failure, to comply with any such law or regulation, the subject of which notice
has not been resolved, except for such failure as would not, individually or in
the aggregate, reasonably be expected to have a Material Adverse
Effect.  The Company and its Subsidiaries have all permits, licenses,
grants, authorizations, easements, consents, certificates, approvals, orders and
franchises (collectively, “Permits”) from
Governmental Authorities required to conduct their respective businesses as they
are now being conducted, except for such Permits the failure of which to obtain,
would not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect on the Company.  The Company and its
Subsidiaries are in compliance with the terms of the Permits, except for such
noncompliance which would not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect on the Company.

     

    (ii)           The
Company and each of its officers are in compliance in all material respects with
the applicable provisions of the Sarbanes-Oxley Act of 2002 and the related
rules and regulations promulgated under such act or the Exchange Act (the “Sarbanes-Oxley
Act”).  The Company has previously disclosed to Parent the
information required to be disclosed by the Company and certain of its officers
to the Company’s Board of Directors or any committee thereof pursuant to the
certification requirements contained in Form 10-K and Form 10-Q under the
Exchange Act.  Except as permitted by the Exchange Act, since the
enactment of the Sarbanes-Oxley Act, neither the Company nor any of its
Affiliates has made, arranged or modified personal loans to any executive
officer or director of the Company.


    
      
      

       


    

    
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    (iii)
         The management of the
Company has (A) designed disclosure controls and procedures to ensure that
material information relating to the Company, including its consolidated
Subsidiaries, is made known to the management of the Company by others within
those entities, and (B) disclosed, based on its most recent evaluation prior to
the date hereof, to the Company’s auditors and the audit committee of the
Company’s Board of Directors (x) any significant deficiencies in the design
or operation of internal controls which would reasonably be expected to
adversely affect the Company’s ability to record, process, summarize and report
financial data and have identified for the Company’s auditors any weaknesses in
internal controls and (y) any fraud, whether or not material, that involves
management or other employees who have a significant role in the Company’s
internal controls.  The Company has made available to Parent a true
and complete summary of any such disclosure made by management to the Company’s
auditors and audit committee.

     

    (h)          SEC Reports; Financial
Statements.

     

    (i)           The
Company has filed or furnished each registration statement, prospectus, proxy or
information statement, form, report and other documents, together with any
amendments thereto, required to be filed or furnished by it with the Securities
and Exchange Commission (the “SEC”) since December
31, 2005 through the date hereof (collectively, the “Company SEC
Reports”).  As of their respective filing dates (and, in the
case of registration statements and proxies, their respective effectiveness and
mailing dates), the Company SEC Reports (A) complied in all material respects
with the then applicable requirements of the Securities Act, the Exchange Act
and the Sarbanes-Oxley Act and (B) did not contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements made therein, in light of the circumstances
under which they were made, not misleading. There are no outstanding comments
from the SEC with respect to any of the Company SEC Reports.  None of
the Company’s Subsidiaries is required to file periodic reports with the SEC
pursuant to Section 13 or 15(d) of the Exchange Act.

     

    (ii)           The
audited consolidated financial statements and unaudited consolidated interim
financial statements of the Company included in the Company SEC Reports (A)
complied as to form in all material respects with the published rules and
regulations of the SEC, including those pursuant to the Sarbanes-Oxley Act, with
respect thereto in effect at the time such Company SEC Reports were filed, (B)
fairly present, in all material respects, the consolidated financial position of
the Company and its consolidated Subsidiaries as of the dates thereof and their
consolidated results of operations and cash flows for the periods then ended and
(C) have been prepared in conformity with generally accepted accounting
principles (“GAAP”) applied on a
consistent basis (except as may be indicated in the notes thereto) (subject to
normal year-end adjustments in the case of any unaudited interim financial
statements).


    
      
      

       


    

    
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    (iii)          Except
as set forth in Section 3.1(h)(iii) of the Company Disclosure Schedule, there
are no liabilities or obligations of the Company or any Subsidiary thereof of
any kind whatsoever, whether accrued, contingent, absolute, determined,
determinable or otherwise, and there is no existing condition, situation or set
of circumstances that would be reasonably expected to result in such a liability
or obligation, other than (A) liabilities or obligations disclosed and provided
for in the consolidated balance sheet of the Company as of September 30, 2009
included in the Company SEC Reports or referred to in the notes thereto, (B)
liabilities or obligations incurred in the ordinary course of business
consistent with past practice since September 30, 2009, or (C) liabilities or
obligations which would not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect on the Company.

     

    (i)           Absence of Certain
Changes.  Except as set forth in Section 3.1(i) of the Company
Disclosure Schedule and except for the transactions expressly contemplated
hereby, since December 31, 2008, (A) the Company and its Subsidiaries have
conducted their respective businesses only in the ordinary and usual course
consistent with past practices and (B) there has not been any change,
circumstance, event, development or effect that would, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect on the
Company.

     

    (j)           Litigation.  As
of the date hereof, there is no material action, order, writ, injunction,
judgment or decree outstanding or claim, suit, litigation, proceeding,
arbitration, investigation or inquiry by or before any court, governmental or
other regulatory or administrative agency or commission or any other Person (an
“Action”)
instituted, pending or, to the knowledge of the Company, threatened, in each
case against the Company, any of its Subsidiaries or any of the Proprietary
Funds or any of their respective properties or assets, nor is there any
outstanding judgment, decree or injunction, in each case against the Company,
any of its Subsidiaries or any of the Proprietary Funds, or any order of any
Governmental Authority applicable to the Company, any of its Subsidiaries or any
of the Proprietary Funds.  There are no material SEC inquiries or
investigations, other governmental inquiries or investigations or internal
investigations pending or, to the knowledge of the Company, threatened,
regarding any accounting practices of the Company or any of its Subsidiaries or
any malfeasance by any executive officer of the Company or any of its
Subsidiaries.

     

    (k)          Taxes. Except as set
forth in the applicable subsection of Section 3.1(k) of the Company Disclosure
Schedule:

     

    (i)           The
Company and each of its Subsidiaries has timely filed all Tax Returns (including
all information returns) required to be filed by it in the manner provided by
law and has timely paid (or the Company has timely paid on behalf of such
Subsidiary) all Taxes shown thereon to be due and all other material Taxes due
and owing.  All such Tax Returns are correct and complete in all
material respects.  The Company has provided adequate reserves in its
most recent audited consolidated financial statements in accordance with GAAP
for any unpaid Taxes as of the date thereof.


    
      
      

       


    

    
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    (ii)          Neither
the Company nor any of its Subsidiaries has (1) been granted any request for
waivers or extensions of time, which are currently in effect, to assess any
Taxes, or (2) requested any extensions of time, which are currently in
effect, with respect to Tax Returns that were or are due to be filed. No power
of attorney granted by either Company or any of its Subsidiaries with respect to
any Taxes is currently in force.

     

    (iii)         No
deficiency or claim for unpaid Taxes has been asserted in writing against the
Company or any of its Subsidiaries by a Tax Authority that remains outstanding
and unpaid.

     

    (iv)         There
are no Encumbrances upon the assets of the Company or any of its Subsidiaries
relating to unpaid Taxes other than Encumbrances for Taxes not yet due and
payable.

     

    (v)          No
audit of any Tax Return of the Company or any of its Subsidiaries is being
conducted by a Tax authority.

     

    (vi)         None
of the Company and its Subsidiaries is party to any Tax allocation,
indemnification or sharing agreement.

     

    (vii)        None
of the Company and its Subsidiaries will be required to include any material
item of income in, or exclude any material item of deduction from, taxable
income for any taxable period (or portion thereof) ending after the Closing Date
as a result of any: (1) change in method of accounting for a taxable period
ending on or prior to the Closing Date under Code Section 481 (or any
corresponding or similar provision of state, local or foreign income Tax law);
(2) “closing agreement” as described in Code Section 7121 (or any correspondeing
or similar provision of state, local or foreign income Tax law) executed on or
prior to the Closing Date; or (3) installment sale or intercompany transaction
(as defined in Treasury Regulations section 1.1502-13) made on or prior to the
Closing Date.

     

    (viii)       Each
of the Company and its Subsidiaries has withheld and paid all material Taxes
required to have been withheld and paid in connection with amounts paid or owing
to any current or former employee, independent contractor, creditor,
shareholder, or other third party.

     

    (ix)           Neither
the Company nor any of its Subsidiaries has been a member of an affiliated group
filing a consolidated, combined or unitary U.S. federal, state, local or foreign
income Tax Return (other than a group whose common parent was the
Company).

     

    (x)           Neither
the Company nor any of its Subsidiaries has any liability for the Taxes of any
Person (other than the Company and its Subsidiaries) under U.S. Treasury
Regulation section 1.1502-6 (or any similar provision of state, local, or
foreign law), as a transferee or successor, by contract, or
otherwise.


    
      
      

       


    

    
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    (xi)          Neither
the Company nor any of its Subsidiaries has any requests for rulings in respect
of Taxes pending between the Company or any Subsidiary and any Tax
authority.

     

    (xii)         There
is no contract or agreement, plan or arrangement by the Company or its
Subsidiaries covering any Person that, individually or collectively, would
constitute compensation in excess of the deduction limitation set forth in
Section 162(m) of the Code.

     

    (xiii)        At
all times since its formation (1) Aston has been treated as either a disregarded
entity or as a partnership pursuant to subchapter K of the Code (and not as a
“publicly traded partnership” under Section 7704 of the Code) for U.S. federal
income Tax purposes (and for applicable state and local income Tax
purposes),  and (2) Aston has never filed an election to be treated as
an association taxable as a corporation.

     

    (xiv)   
    Neither Company nor any of its Subsidiaries has entered
into any transactions that are or would be part of any “reportable transaction”
under Section 6011, 6111 or 6112 of the Code (or any similar provision under any
state or local law).

     

    (xv)         Neither
Company nor any of its Subsidiaries has constituted either a “distributing
corporation” or a “controlled corporation” (within the meaning of Section
355(a)(1)(A) of the Code) in a distribution of stock qualifying for tax-free
treatment under Section 355 of the Code (1) in the two (2) years prior to the
date of this Agreement or (2) in a distribution which could otherwise constitute
part of a “plan” or “series of related transactions” (within the meaning of
Section 355(e) of the Code) in connection with the Merger.

     

    (l)           Employee
Benefits.

     

    (i)           Section
3.1(l)(i) of the Company Disclosure Schedule contains a true and complete list
of each “employee benefit plan” (within the meaning of ERISA section 3(3)), each
stock purchase, stock option, restricted stock and stock units or other
equity-based plan, severance, employment, change-in-control, fringe benefit,
bonus, profit-sharing, incentive, retirement, deferred compensation, vacation
and all other employee benefit plans, agreements, programs, policies or other
arrangements relating to employment, benefits or entitlements, whether oral or
written, whether or not subject to ERISA, under which (x) any current or former
employee, director or consultant of the Company or any of its Subsidiaries has
any present or future right to benefits and which are contributed to, sponsored
by or maintained by the Company or any of its Subsidiaries or (y) the Company or
any of its Subsidiaries has any current or contingent liability.  All
such plans, agreements, programs, policies and arrangements shall be
collectively referred to as the “Company
Plans”.


    
      
      

       


    

    
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    (ii)           With
respect to each Company Plan, the Company has made available to Parent a
current, accurate and complete copy thereof and, to the extent applicable, (a)
any related trust agreement, annuity contract or other funding instrument; (b)
the most recent IRS determination letter; (c) any current summary plan
description and summaries of material modifications thereto and any employee
handbook or policy manual concerning the benefits provided under a Company Plan;
and (d) for the two most recent years (1) the Form 5500 and attached schedules,
(2) audited financial statements, (3) actuarial valuation reports, and (4)
attorney’s response to auditors’ requests for information.

     

    (iii)          (A)
Each Company Plan has been established and administered in accordance with its
terms, and in compliance with the applicable provisions of ERISA, the Code and
other Applicable Laws; (B) each Company Plan which is intended to be qualified
within the meaning of Section 401(a) of the Code has received a favorable
determination letter from the IRS as to its qualification or, in the case of a
pre-approved plan, the underlying plan document has received a favorable opinion
or advisory letter from the IRS as to its qualification, and nothing has
occurred, whether by action or failure to act, which would reasonably be
expected to result in the loss of such qualification; (C) no event has occurred
and no condition exists which would subject the Company or any of its
Subsidiaries, either directly or by reason of its affiliation with any of its
“ERISA Affiliates” (defined as any entity or organization which is treated as a
single employer with the Company pursuant to Sections 414(b), (c), (m) or (o) of
the Code), to any material liability, Tax, fine or penalty imposed by ERISA or,
the Code with respect to any Company Plan; (D) with respect to any Company Plan,
(i) no actions, suits or claims (other than routine claims for benefits in the
ordinary course) are pending or, to the
knowledge of the Company, threatened, (ii) to the knowledge of the Company, no
facts or circumstances exist that would reasonably be expected to give rise to
any such actions, suits or claims; and (iii) the Company has not received notice
that any administrative investigation, audit or other administrative proceeding
by the Department of Labor, the IRS or other governmental agencies is pending or
in progress and, to the knowledge of the Company, none are threatened; and (E)
neither the Company nor any other party has engaged in a prohibited transaction,
as such term is defined under Section 4975 of the Code or ERISA section 406,
which would subject the Company or Parent to any material Taxes, penalties or
other liabilities under Section 4975 of the Code or ERISA sections 409 or
502(i).

     

    (iv)         Except
as disclosed in Section 3.1(l)(iv) of the Company Disclosure Schedule, (A)
neither the Company nor any ERISA Affiliate has any plan that has been announced
to employees in writing or any legally binding commitment to any employees to
create any additional plans that would be Company Plans if in existence on the
date of this Agreement, or to amend or modify any existing Company Plan except
as required by Applicable Law; and (B) no Company Plan provides for medical or
health benefits (through insurance or otherwise) or provides for the
continuation of such benefits or coverage for any participant or any dependent
or beneficiary of any participant after such participant’s retirement or other
termination of employment, except as may be required by Part 6 of Subtitle B of
Title I of ERISA and Section 4980B of the Code (“COBRA”).


    
      
      

       


    

    
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    (v)          No
Company Plan exists that, as a result of the execution of this Agreement or the
transactions contemplated by this Agreement (whether alone or in connection with
any subsequent event(s)), would reasonably be expected to result in (A) the
payment to any current or former employee, director or consultant of any money
or other property, (B) the provision of any benefits or other rights of any such
employee, director or consultant, or (C) the increase, acceleration or provision
of any payments, benefits or other rights to any such employee, director or
consultant, whether or not any such payment, right or benefit would constitute a
“parachute payment” within the meaning of Section 280G of the Code.

     

    (vi)          (x)
No “accumulated funding deficiency” as such term is defined in ERISA section 302
and Section 412 of the Code (whether or not waived) has occurred with respect to
any Company Plans, where any such liability remains outstanding; and (y) no
event or condition exists with respect to any Company Plan that would be deemed
a “reportable event” within the meaning of ERISA section 4043 that would
reasonably be expected to result in a liability to the Company or any of its
ERISA Affiliates.

     

    (vii)        Neither
the Company nor any Subsidiaries nor any ERISA Affiliate has, in the last six
years, contributed to, or withdrawn in a partial or complete withdrawal from, or
has or has in the last six years had any liability or obligation in respect of
any “multiemployer plan” (as defined in ERISA section 3(37).  No
Company Plan is a “multiple employer welfare arrangements” or a “multiple
employer plan” as described in ERISA Section 3(40) or Section 413(c) of the
Code, respectively.

     

    (viii)       No
Company Plan is a collateral assignment split-dollar life insurance program
which covers, or otherwise provides for “personal loans” to, executive officers
(within the meaning of Section 402 of the Sarbanes-Oxley Act).

     

    (m)         Contracts.  Each
Contract of the Company and its Subsidiaries is (i) valid and binding on
the Company or Subsidiary party thereto, (ii) enforceable by the Company or the
Subsidiary party thereto, except as enforceability may be limited by bankruptcy,
insolvency, moratorium and other similar Applicable Law affecting executors’
rights generally and by general principles of equity and (iii) in full force and
effect, and there are no defaults thereunder by the Company or its Subsidiaries
or, to the knowledge of the Company, by any other party thereto, except for any
such failure to be valid, binding and enforceable and in full force and effect
or default which would not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect on the Company.  In the
event the consents set forth in Section 3.1(f)(i) of the Company Disclosure
Schedule, and with respect to the Advisory Contracts, those Consents set forth
in Section 3.1(z) of the Company Disclosure Schedule, are obtained, each such
Contract as to which consent (and, in the case of Advisory Contracts, Consent)
is received will remain valid and effective in accordance with its respective
terms (other than Advisory Contracts which by their terms and/or under
Applicable Laws terminate or give rise to a termination right upon consummation
of the transactions contemplated hereby) after giving effect to the Closing
hereunder.  No event has occurred which either entitles, or would, on
notice or lapse of time or both, entitle the holder of any indebtedness for
borrowed money of the Company or any of its Subsidiaries to accelerate, or which
does accelerate, the maturity of any Contract relating to indebtedness of the
Company or any of its Subsidiaries.  Section 3.1(m) of the Company
Disclosure Schedule sets forth a true and complete list, as of the date hereof,
of each Contract to which the Company or any Subsidiary is a party or by which
any of their respective properties or assets are bound.


    
      
      

       


    

    
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    (n)          Labor
Relations.  Neither the Company nor any of its Subsidiaries is
a party to any collective bargaining agreement or other labor union contract
applicable to persons employed by the Company or its Subsidiaries. There is no
labor strike, slowdown or work stoppage or lockout pending or, to the knowledge
of the Company, threatened against the Company or any of its Subsidiaries, there
is no unfair labor practice charge or other employment related complaint pending
or, to the knowledge of the Company, threatened against the Company or any of
its Subsidiaries, and there is no representation claim or petition pending
before the National Labor Relations Board.

     

    (o)          Intellectual
Property.

     

    (i)           Except
as disclosed on Schedule 3.1(o), the Company and/or each of its Subsidiaries
owns, or is licensed or otherwise possesses valid rights to use all the
Intellectual Property used in their businesses as currently conducted, free of
Encumbrances.  To the knowledge of the Company, the use of the Company
Intellectual Property by the Company and its Subsidiaries does not constitute an
infringement or misappropriation of any third party Intellectual Property right,
and neither the Company nor any of its Subsidiaries has received any notice from
any Person alleging that the use of any of the Company Intellectual Property or
the operation of the Company’s or its Subsidiaries’ businesses infringes,
dilutes (in the case of trademarks), or otherwise violates the Intellectual
Property of such Person.  All Company Intellectual Property
purportedly owned by the Company or any of its Subsidiaries is owned exclusively
by same, free of adverse claims of ownership (including those of current and
former employees and contractors) and will be available for use by the Surviving
Company and its Affiliates after the Effective Time for all business
purposes.

     

    (ii)           To
the knowledge of the Company, no claims, charges, or demands are currently
pending or threatened by any Person with respect to the Company Intellectual
Property. There are no pending claims by the Company or any Subsidiary alleging
or asserting that any Person has violated, misappropriated or infringed any of
the Company Intellectual Property.  The Company and its Subsidiaries
have not licensed or otherwise permitted third parties to use any proprietary
Company Intellectual Property.


    
      
      

       


    

    
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    (iii)          All
registrations and applications for any Company Intellectual Property owned by
the Company or any of its Subsidiaries are listed in Section 3.1(o)(iii) of the
Company Disclosure Schedule.

     

    (p)          Affiliate
Transactions.  Except as set forth in Section 3.1(p) of the
Company Disclosure Schedule, from December 31, 2005 through the date of this
Agreement there have been no transactions, agreements, arrangements or
understandings between the Company or any of its Subsidiaries, on the one hand,
and any director or executive officer of the Company or any of its Subsidiaries,
on the other hand, that would be required to be disclosed under Item 404 of
Regulation S-K under the Securities Act that have not been so
disclosed.

     

    (q)          Information
Supplied.  (i) The information supplied or to be supplied by
the Company specifically for inclusion or incorporation in the registration
statement on Form S-4 or any amendment or supplement thereto pursuant to which
shares of Parent Common Stock issuable in the Merger will be registered with the
SEC (the “Registration
Statement”) shall not at the time the Registration Statement is declared
effective by the SEC contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary in order to
make the statements therein, in light of the circumstances under which they are
made, not misleading. The information supplied or to be supplied by the Company
specifically for inclusion in the proxy statement/prospectus or any amendment or
supplement thereto (the “Proxy Statement”) to
be included in the Registration Statement and to be sent to the stockholders of
the Company in connection with the stockholders meeting to adopt this Agreement
and approve the Merger (collectively, the “Company Stockholders
Meeting”) shall not, on the date the Proxy Statement is mailed to the
stockholders of the Company or at the time of the Company Stockholders Meeting
or at the Effective Time, contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary in
order to make the statements therein, in light of the circumstances under which
they are made, not misleading.  The Proxy Statement will, at the time
of the Company Stockholders Meeting, comply as to form in all material respects
with the requirements of the Exchange Act.

     

    (ii)           Notwithstanding
the foregoing, the Company makes no representations or warranties with respect
to information that has been or will be supplied by Parent or Merger Sub, or
their auditors, attorneys, financial advisers, other consultants or advisers,
specifically for use or incorporation by reference in the Registration Statement
or the Proxy Statement or any proxy solicitation materials sent to fund
shareholders.

     

    (iii)  
       Any proxy solicitation materials sent
to fund shareholders pursuant to Section 5.3(c) shall not, on the date such
proxy statement or other material is mailed to such shareholders or at the
Effective Time, contain any untrue statement of a material fact or omit to state
any material fact required to be stated therein or necessary in order to make
the statements therein, in light of the circumstances under which they are made,
not misleading.


    
      
      

       


    

    
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    (r)          Opinion of Financial
Advisor.  The Special Committee has received the written
opinion of Sandler O’Neill + Partners, L.P. and the Company’s Board of Directors
has received the written opinion of Berkshire Capital Securities LLC, each dated
as of the date hereof, to the effect that, as of such date the Merger
Consideration to be received by the holders of the Company Common Stock pursuant
to the Merger is fair from a financial point of view to the holders of such
shares.  True and complete copies of such opinions will promptly be
provided to Parent.

     

    (s)          Brokers.  Section
3.1(s) of the Company Disclosure Schedule sets forth each consultant, broker,
finder or investment banker that is entitled to any brokerage, finder’s or other
fee or commission in connection with the transactions contemplated by this
Agreement based upon arrangements made by or on behalf of the Company. The
Company has heretofore furnished to Parent a complete and correct copy of all
agreements between the Company and each such Person.

     

    (t)          Board
Approval.  The Board of Directors of the Company (acting upon
the recommendation of the Special Committee), at a meeting duly called and held,
by unanimous vote (i) determined that this Agreement and the transactions
contemplated hereby, including the Merger, are advisable and fair to, and in the
best interests of, the Company and its stockholders, (ii) approved this
Agreement, the Voting Agreement (for purposes of Section 203 of the DGCL)
and the transactions contemplated hereby and thereby, including the Merger, and
(iii) resolved, subject to Section 5.5, to recommend that the holders of the
shares of Company Common Stock approve and adopt this Agreement and the
transactions contemplated hereby, including the Merger. The Company hereby
agrees to the inclusion in the Proxy Statement of the recommendation of the
Board of Directors of the Company described in this Section 3.1(t) (subject to
the right of the Board of Directors of the Company to withdraw, amend or modify
such recommendation in accordance with Section 5.5).

     

    (u)          Votes
Required.  The affirmative vote of the holders of a majority of
the outstanding shares of Company Common Stock and the Company Series B
Preferred Stock, voting together with the Company Common Stock as a single class
(the “Required Company
Votes”) are the only votes of the holders of any class or series of the
Company’s capital stock necessary to approve and adopt this Agreement and the
transactions contemplated hereby, including the Merger. For purposes of
calculating the Required Company Votes, each share of Company Series B Preferred
Stock is entitled to the number of votes equal to the product of (i) .75471668
times (ii)
4,500.

     

    (v)          No Other Agreements to Sell
the Company or its Assets.  The Company has no legal
obligation, absolute or contingent, to any other Person to sell more than 5% of
the assets of the Company, to sell more than 5% of the capital stock or other
ownership interests of the Company or any of its Subsidiaries (other than the
Company Warrants), or to effect any merger, consolidation or other
reorganization of the Company or any of its Subsidiaries or to enter into any
agreement with respect thereto.


    
      
      

       


    

    
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    (w)         Takeover Laws; Rights
Plan.

     

    (i)           Subject
to the accuracy of Parent’s representation set forth in Section 3.2(m), the
Company has taken all action required to be taken by it in order to exempt this
Agreement, the Voting Agreement and the transactions contemplated hereby from,
the requirements of any “moratorium”, “control share”, “fair price” or other
anti-takeover laws and regulations, including Section 203 of the
DGCL.

     

    (ii)           Prior
to the date of this Agreement, the Company has amended the Rights Agreement so
that (x) neither the execution, delivery or performance of this Agreement nor
the consummation of the Merger will (A) cause the Company Rights to become
exercisable, (B) cause Parent or any of its Affiliates or Associates (each as
defined in the Rights Agreement) to become an Acquiring Person (as defined in
the Rights Agreement) or (C) give rise to a Distribution Date or Stock
Acquisition Date (each as defined in the Rights Agreement), and (y) the Company
Rights will expire in their entirety immediately prior to the Effective Time
without any payment being made in respect thereof.  The Company has
made available to Parent a true and complete copy of such amendment of the
Rights Agreement.

     

    (x)          Regulatory
Reports.  The Company, each of its Subsidiaries and each
Proprietary Fund have filed all regulatory reports, schedules, forms,
registrations and other documents, together with any amendments required to be
made with respect thereto, that they were required to file since December 31,
2005 with (i) the SEC, (ii) any applicable domestic or foreign industry
self-regulatory organization (“SRO”), including the
Financial Industry Regulatory Authority (“FINRA”), and (iii)
all other applicable federal, state or foreign governmental or regulatory agency
or authority (collectively with the SEC and the SROs, “Regulatory
Agencies”), and have paid all fees and assessments due and payable in
connection therewith.  Except for normal examinations conducted by a
Regulatory Agency in the regular course of the business of the Company and its
Subsidiaries, no Regulatory Agency has initiated any proceeding or investigation
or inquiry into the business or operations of the Company, any of its
Subsidiaries or any Proprietary Fund, since December 31, 2005.  There
is no unresolved violation, criticism, or exception by any Regulatory Agency
with respect to any report or statement relating to any examinations of the
Company or any of its Subsidiaries or any Proprietary Fund.

     

    (y)          Fund Filings,
etc.

     

    (i)           The
audited balance sheets of each Investment Company for which the Company or any
of its Subsidiaries provides Investment Management Services that is sponsored by
the Company or any Subsidiary thereof and/or for which any of them acts as a
general partner, managing member or in a similar capacity (collectively, the
“Proprietary
Funds”) as of October 31, 2008, October 31, 2007 and October
31, 2006, and the related financial statements for the years then ended, as
reported on by such Proprietary Fund’s independent auditors, have been prepared
in accordance with GAAP applied on a consistent basis, except as otherwise
disclosed therein, and present fairly, in all material respects, the financial
position and other financial results of each Proprietary Fund at the dates and
for the periods, stated therein.


    
      
      

       


    

    
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    (ii)           Since
October 31, 2005, each Proprietary Fund has had (and now has) all material
permits, licenses, certificates of authority, orders and approvals of, and have
made all material filings, applications and registrations with, Regulatory
Agencies that are required (including by the rules of any SRO) in order to
permit each of them to carry on its respective business as presently conducted,
and such material permits, licenses, certificates of authority, registrations,
orders and approvals are in full force and effect.  The conduct of its
respective business by each Proprietary Fund has not, since October 31,
2005, and currently does not, violate or infringe any material domestic
(federal, state or local) or foreign law, statute, ordinance, license, rule or
regulation including those of the SROs.

     

    (iii)          Each
of the Company and its Subsidiaries and their officers, and employees that are
required to be registered as investment advisers, broker-dealers, registered
representatives, sales persons or in any commodities-related capacity with the
SEC, the securities commission, the National Futures Association, FINRA or any
state or any SRO is duly registered as such and such registration is in full
force and effect, except where the failure to be so registered or to have such
registration in full force and effect would, individually or in the aggregate,
not reasonably be expected to have a Material Adverse Effect on the
Company.

     

    (iv)         There
are no proceedings pending (or, to the knowledge of the Company, threatened, nor
to the knowledge of the Company has any event occurred or does any condition
exist that is reasonably likely to form the basis for any proceeding) that are
reasonably likely to result in the revocation, cancellation or suspension, or
any adverse modification, of any material permit, license, certificate of
authority, order or approval referred to in Section 3.1(y)(iii), Section
3.1(y)(vii) or Section 3.1(y)(viii) that would reasonably be expected to have a
Material Adverse Effect on the Company, and the execution and delivery of this
Agreement and the consummation of any transactions contemplated hereby will not
result in any such revocation, cancellation, suspension or modification which,
individually or in the aggregate, would reasonably be expected to have a
Material Adverse Effect on the Company.

     

    (v)          None
of the Company, any of its Subsidiaries or any Proprietary Funds, or any
officer, director or employee thereof, is a party or subject to any order,
judgment or decree (other than exemptive orders) relating to its business with
or by any federal, state, local or foreign Regulatory Agencies, except where
such order, judgment or decree, individually or in the aggregate, would not
reasonably be expected to have a Material Adverse Effect on the
Company.


    
      
      

       


    

    
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    (vi)         Since
December 31, 2005, there has existed no “out of balance” condition, pricing
error or similar condition with respect to any customer account maintained by
the Company or any Subsidiary, or any Proprietary Fund, except for such
conditions, individually or in the aggregate, as have since been rectified and
have not had and would not reasonably be expected to have a Material Adverse
Effect on the Company.

     

    (vii)        Section
3.1(y)(vii) of the Company Disclosure Schedule sets forth a complete list as of
the date of this Agreement of the Company and each Subsidiary of the Company
which is registered or licensed as (i) a broker-dealer under the Exchange Act or
under any similar state or foreign laws, (ii) a futures commission merchant,
commodities trading adviser, commodity pool operator or introducing broker under
the Commodities and Futures Trading Act or under any similar state or foreign
laws, (iii) an investment adviser under the Investment Advisers Act of 1940, as
amended (the “Investment Advisers
Act”), or under any similar state or foreign laws, (iv) a bank or trust
company, or (v) an insurance company, in each case together with a listing of
all such registrations and licenses held with all applicable Regulatory
Agencies.

     

    (viii)       Section
3.1(y)(viii) of the Company Disclosure Schedule sets forth a complete list as of
the date of this Agreement of all securities exchanges, commodities exchanges,
boards of trade and similar organizations in which Company and its Subsidiaries
hold memberships or have been granted trading privileges.

     

    (ix)          Each
current prospectus (which term, as used in this Agreement, shall include any
related statement of additional information and any private placement
memorandum), as amended or supplemented, relating to each Proprietary Fund, and
all current supplemental advertising and marketing material relating to each
Proprietary Fund complies with the Securities Act and the Investment Company
Act, applicable state laws and, where applicable, the rules of FINRA, except for
noncompliance which would not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect on the Company.  None of
such prospectuses, amendments, supplements or supplemental advertising and
marketing materials, as of their respective dates, included an untrue statement
of a material fact or omitted to state a material fact necessary in order to
make the statements made therein, in the light of the circumstances under which
they were made, not misleading.

     

    (z)          Advisory Contracts; Funds
and Clients.

     

    (i)           The
aggregate dollar amount of assets under management by Aston as of November 30,
2009 (the “Base
Date”) is accurately set forth in Section 3.1(z) of the Company
Disclosure Schedule.

     

    (ii)           Set
forth in Section 3.1(z) of the Company Disclosure Schedule is a list as of the
Base Date of all Advisory Contracts, setting forth with respect to each such
Advisory Contract:


    
      
      

       


    

    
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    (a)  The
name of the Client (provided, that, solely for
purposes of this Section 3.1(z), in the case of any Proprietary Fund or Program
Sponsor, “Client” shall include the Proprietary Fund and the Program Sponsor and
each investor or participant therein (as applicable) falling within the
definition of “Client” that, to the knowledge of the Company, has at least
$25,000,000 invested in such Proprietary Fund or Program Sponsor) under such Advisory
Contract, indicating any such Client that is (A) the Company, (B) a controlled
Affiliate of the Company, (C) a director, officer, shareholder, owner or
employee of any of the foregoing or an Immediate Family member of any such
director, officer, shareholder, owner or employee or (D) a trust or collective
investment vehicle in which any of the foregoing is a holder of a beneficial
interest (any of the foregoing Clients described in clauses (A)-(D) above, a
“Related
Client”);

     

    (b)  The
amount of assets under management by Aston pursuant to such Advisory Contract,
the nature of the Investment Management Services (i.e., discretionary or
non-discretionary) provided and, if such Advisory Contract is pursuant to a
“wrap” program or managed account program with a third-party sponsor, the
identity of the third-party sponsor thereof;

     

    (c)  (i)
The fee schedule in effect with respect to such Advisory Contract (which, for
the avoidance of doubt, shall be the gross fee payable to Aston prior to any
netting or reduction for Fee Reductions) (including identification of any
applicable sub-components of such fees, e.g., investment management fees versus
“wrap” fees that include other services, fees for any other services, etc., as
applicable), (ii) the amount of any Fee Reductions (including the identification
of each component of any such Fee Reductions), (iii) any other fees payable by
the Client in connection with Investment Management Services provided by Aston,
other than pursuant to such Advisory Contract, and (iv) any fees or other
payments required to be paid by the Company or any of its Subsidiaries to third
parties or employees in connection with such Advisory Contract and/or the
relationship with such Client;

     

    (d)  The
manner of (A) consent required for the “assignment” under applicable laws and
such Advisory Contract by Aston of such Advisory Contract resulting from the
consummation of the transactions contemplated by this Agreement for those
Advisory Contracts which do not expire or terminate or give rise to a right of
expiration or termination (by their terms and/or under applicable law) as a
result of the consummation of such transactions (which contracts are so
specifically identified on Section 3.1(z) of the Company Disclosure Schedule) or
(B) approval required for the execution and delivery of a new Advisory Contract
between Aston and such Client in connection with the transactions contemplated
by this Agreement  (including without limitation, in the case of a
Proprietary Fund, an indication of whether or not approval is required from the
shareholders, owners, members or partners of such Proprietary Fund with respect
thereto) for those Advisory Contracts that will expire or terminate or give rise
to a right of expiration or termination (by their terms and/or under applicable
laws) as a result of the consummation of such transactions (which contracts are
so specifically identified on Section 3.1(z) of the Company Disclosure
Schedule), in each case so that such existing or new Advisory Contract (as
applicable) will be duly and validly authorized and approved under all
applicable laws and the terms of any contracts, agreements and other instruments
relating thereto, and will be in full force and effect between Aston and such
Client (or the sponsor thereof or investment adviser thereto, in the case of a
Proprietary Fund or Program Sponsor, if applicable) as of immediately following
the Closing; and


    
      
      

       


    

    
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    (e)         The
Revenue Run-Rate of such Advisory Contract.

     

    Except as
specifically described in Section 3.1(z) of the Company Disclosure Schedule by
express disclosure thereon relating to a particular Advisory Contract, there are
no contracts, agreements, arrangements or understandings pursuant to which the
Company or any of its Affiliates or employees or representatives of any of them
has undertaken or agreed to cap, waive, offset, reimburse or otherwise reduce
any or all fees or charges payable by or with respect to any of the Clients set
forth in Section 3.1(z) of the Company Disclosure Schedule.  As of the
date hereof, except as is set forth in Section 3.1(z) of the Company Disclosure
Schedule, no Client of Aston (or, in the case of a Client that is a Proprietary
Fund or Program Sponsor, underlying investors, beneficiaries or participants
therein, as applicable) has, to the knowledge of the Company, expressed to the
Company or any of its Affiliates or any employees or representatives of any of
them (or, in the case of an investor, beneficiary or participant in a
Proprietary Fund or Program Sponsor, to the Proprietary Fund or Program Sponsor)
an intention to terminate or reduce its investment relationship with Aston or
adjust the fee schedule with respect to any contract in a manner which would
reduce the fees or other payments to Aston (including after giving effect to the
Closing) in connection with such Client relationship.  None of the
Aston Management Owners, the Company or any of its Affiliates provides
Investment Management Services to any Person other than pursuant to a written
Advisory Contract set forth in Section 3.1(z) of the Company Disclosure
Schedule.  None of the Company or any of its Affiliates other than
Aston provides, or has ever provided Investment Management Services to any
Person, and is not, and has at no time been, a party to any Advisory
Contract.

     

    (f)  Except
as would not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect on the Company, (x) each Advisory Contract has at all
times since its effective date been (and currently is) duly authorized, executed
and delivered by Aston and, to the knowledge of the Company, each other party
thereto and, to the extent applicable, adopted and subsequently renewed in
compliance with Section 15 of the Investment Company Act, and at all such times
has been a valid and binding agreement of Aston and, to the knowledge of the
Company, each other party thereto, enforceable in accordance with its terms
(subject to bankruptcy, insolvency, moratorium, fraudulent transfer and similar
laws affecting creditors’ rights generally and to general equity principles),
and (y) Aston has been at all times since November 30, 2006 (and currently is)
in compliance with the material terms of each Advisory Contract to which it is a
party (including the applicable investment guidelines and restrictions
thereunder, where applicable), and no event has occurred or condition exists
that constitutes or with notice or the passage of time would reasonably be
expected to constitute a default thereunder.


    
      
      

       


    

    
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    (g)  Each
Client to which Aston provides Investment Management Services that is (i) an
employee benefit plan, as defined in Section 3(3) of ERISA, that is subject to
the fiduciary responsibility provisions of Title I of ERISA or to Section 4975
of the Code, or (ii) a person acting on behalf of such plan, or (iii) an entity
whose assets include the assets of such a plan, within the meaning of Section
3(42) of ERISA and applicable regulations of the Department of Labor (any such
plan, person or entity, an “ERISA Client”) has
been managed by Aston such that Aston in the provision of such services is in
compliance in all material respects with the applicable requirements of ERISA
and Section 4975 of the Code.  Section 3.1(z) of the Company
Disclosure Schedule identifies each Client that is an ERISA Client with a
footnote to that effect.  Aston meets the Advisers Act registration,
minimum assets under management and minimum shareholders’ or partners’ equity
requirements to qualify as a qualified professional asset manager (a “QPAM”) under
Prohibited Transaction Class Exemption 84-14) (the “QPAM
Exemption”).  Aston is not disqualified from relying on the
QPAM Exemption with respect to transactions negotiated for ERISA Clients due to
the application of Section I(e) or Section I(g) of the QPAM
Exemption.

     

    (h)  Any
Client that is a Proprietary Fund is identified as such on Section 3.1(z) of the
Company Disclosure Schedule with a footnote to that effect.  Any
Client that is a Program Sponsor is identified as such on Section 3.1(z) of the
Company Disclosure Schedule with a footnote to that effect.  Other
than the Proprietary Funds, no Subsidiary of the Company provides Investment
Management Services to or through (i) any issuer or other Person that is an
investment company, unit trust or SICAV (or similar Person) (within the meaning
of the Investment Company Act), (ii) any issuer or other Person that would be an
investment company, unit trust or SICAV (or similar Person) (within the meaning
of the Investment Company Act) but for the exemptions contained in Section
3(c)(1), Section 3(c)(7), the final clause of Section 3(c)(3) or the third or
fourth clauses of Section 3(c)(11) of the Investment Company Act, or (iii) any
issuer or other Person that is or is required to be registered under the laws of
the appropriate securities regulatory authority in the jurisdiction in which the
issuer is domiciled (other than the United States or the states thereof), which
is or holds itself out as engaged primarily in the business of investing,
reinvesting or trading in securities. At no time during the past five years has
the Company or any of its Subsidiaries had “custody” of client funds within the
meaning of Rule 206(4)-2 under the Advisers Act or any other similar
laws.

     

    (i)  To
the knowledge of the Company, no controversy or disagreement exists between the
Company or any of its Subsidiaries and any Client.

     

    (j) No
exemptive orders, “no-action” letters or similar exemptions or regulatory relief
have been obtained, nor are any requests pending therefor, by or with respect to
(i) the Company or any of its Subsidiaries, (ii) any officer, member of the
board of managers, partner, shareholder, owner, employee or representative, as
applicable, of the Company or any of its Subsidiaries or (iii) any Client (in
connection with the provision of Investment Management Services to such Client)
except as set forth on Section 3.1(z) of the Company Disclosure
Schedule.


    
      
      

       


    

    
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    (k) With
respect to each Client, except as would not reasonably be expected to have a
Material Adverse Effect on the Company, each investment made by the Company or
any of its Subsidiaries or on behalf of such Client has been made in all
material respects in accordance with such Client’s investment policies,
guidelines and restrictions set forth in (or otherwise provided to the Company
or any of its Subsidiaries pursuant to or in connection with) its Advisory
Contract in effect at the time the investments were made, and has been held
thereafter in all material respects in accordance with such investment policies,
guidelines and restrictions.

     

    (aa)        Regulatory
Compliance. Except where the violation of any of the representations and
warranties contained in this Section 3.1(aa), individually or in the aggregate,
would not reasonably be expected to have a Material Adverse Effect on the
Company:

     

    (i)    
       (A) Each Proprietary Fund required by
law to be so registered is duly registered as an investment company under the
Investment Company Act; (B) the shares of each Proprietary Fund are duly and
validly issued, fully paid and nonassessable and are qualified for sale, or an
exemption therefrom is in full force and effect; (C) all outstanding shares of
each Proprietary Fund that were required to be registered under the Securities
Act have been sold pursuant to an effective registration statement filed
thereunder; and (D) in the case of prospectuses applicable to the Proprietary
Funds, no such prospectus contained, as of its effective date, any untrue
statement of a material fact or omitted to state a material fact required to be
stated therein in order to make the statements therein not misleading or is
subject to any stop order similar order restricting its use.

     

    (ii)           Each
Fund that is a registered Investment Company has duly adopted procedures
pursuant to Rule 17e-1 under the Investment Company Act, to the extent
applicable.

     

    (iii)          The
Company and each of its Subsidiaries has adopted a formal code of ethics (to the
extent required under Applicable Law) and a written policy regarding insider
trading.  Such code and policy comply, in all material respects, to
the extent applicable thereto, with Section 17(j) of the Investment Company Act,
Rule 17j-1 thereunder and Section 204A of the Investment Advisers Act,
respectively.  The policies of the Company and its Subsidiaries with
respect to avoiding conflicts of interest are as set forth in their most recent
Forms ADV and BD (or incorporated by reference therein) (as
applicable).  As of the date hereof, there have been no material
violations or allegations of material violations of such policies that have
occurred or been made, except as reflected in compliance reports submitted to
the applicable Board of Directors.


    
      
      

       


    

    
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    (iv)         Neither
the Company, any of its Subsidiaries nor any Proprietary Fund, and, to the
Company’s knowledge, no person “associated” (as defined under the Investment
Advisers Act) with the Company, any of its Subsidiaries or any Proprietary Fund,
has for a period not less than five years prior to the date hereof been
convicted of any crime or is or has been subject to any disqualification that
would be a basis for denial, suspension or revocation of registration of an
investment adviser under Section 203(e) of the Investment Advisers Act or Rule
206(4)-4(b) thereunder or of a broker-dealer under Section 15 of the Exchange
Act, or for disqualification as an investment adviser for any registered
Investment Company pursuant to Section 9(a) of the Investment Company Act, and
to the Company’s knowledge there is no basis for, or proceeding or investigation
that is reasonably likely to become the basis for, any such disqualification,
denial, suspension or revocation.

     

    (v)          Each
Proprietary Fund that is eligible to elect to be treated as a “regulated
investment company” under Subchapter M of Chapter 1 of Subtitle A of the Code
has so elected, and each such Proprietary Fund has qualified as a “regulated
investment company” and each such Proprietary Fund has complied with all
applicable provisions of law necessary to preserve and retain such Proprietary
Fund’s election and status as a regulated investment company. Each Proprietary
Fund has timely filed all federal, state, local and foreign income and other Tax
Returns that such Proprietary Fund is required to file.

     

    (bb)       Agreements with Regulatory
Agencies.  None of the Company, any of its Subsidiaries or any
Proprietary Fund is subject to any material cease-and-desist or other order
issued by, or is a party to any written agreement, consent agreement or
memorandum of understanding with, or is a party to any commitment letter or
similar undertaking to, or is subject to any order or directive issued by, or is
a recipient of any supervisory letter from or has adopted any board resolutions
at the request of, any Regulatory Agency or other Governmental Authority that
restricts the conduct of its business or that in any manner relates to its
capital adequacy, its credit policies, its management or its business (each, a
“Company Regulatory
Agreement”), nor has the Company, any of its Subsidiaries or any
Proprietary Fund been advised since December 31, 2005 by any Regulatory Agency
or other Governmental Authority that it is considering issuing or requesting any
such Company Regulatory Agreement.

     

    (cc)        Books and
Records.  The books, records and accounts of the Company and
each of its Subsidiaries are maintained, in all material respects, in accordance
with the requirements of Section 13(b)(2) of the Exchange Act (regardless of
whether the Company or its Subsidiaries are subject to that section), including
the maintenance of a system of internal controls that provides reasonable
assurance that (i) transactions are executed with management’s authorization;
(ii) transactions are recorded as necessary to permit preparation of the
consolidated financial statements of the Company and to maintain accountability
for the Company’s consolidated assets; (iii) access to the Company’s assets is
permitted only in accordance with management’s authorization; (iv) the reporting
of the Company’s assets is compared with existing assets at reasonable
intervals; and (v) accounts, notes and other receivables and inventory are
recorded accurately, and proper and adequate procedures are implemented to
effect the collection thereof on a current and timely basis.


    
      
      

       


    

    
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    (dd)       Bank Holding Company Act;
FDIC.  Neither the Company nor any of its Subsidiaries owns or
“controls” (as defined in Section 2(a)(2) of the Bank Holding Company Act of
1956, as amended, and the rules and regulations promulgated thereunder (the
“BHCA”)) a
“bank” (as defined in Section 2(c) of the BHCA) or a “bank holding company” (as
defined in Section 2(a)(i) of the BHCA).  Neither the Company nor any
of its Subsidiaries is an “insured depository institution” under the Federal
Deposit Insurance Act.

     

    (ee)       Performance
Records.  The Company has made available to Parent true and
complete copies of all of its records of the basis for calculating the
performance or rate of return of the Clients, as required by the Advisers Act,
the rules and regulations promulgated thereunder, and applicable “no-action”
letters, since inception.

     

    (ff)         No Other Representations and
Warranties.  Except for the representations and warranties
contained in this Section 3.1, each of Parent and Merger Sub acknowledges that
neither the Company, nor any other Person on behalf of the Company, makes or has
made any other express or implied representation or warranty with respect to the
Company or with respect to any other information provided to Parent or Merger
Sub.  Neither the Company nor any other Person shall have or be
subject to any liability or indemnification obligation to Parent, Merger Sub or
any other Person resulting from the distribution to Parent or Merger Sub, or
Parent’s or Merger Sub’s use of, any such information, including any
information, documents, projections, forecasts or other material made available
to Parent or Merger Sub in certain “data rooms” or management presentations in
expectation of the transactions contemplated by this Agreement.

     

    3.2          Representations and
Warranties of Parent and Merger Sub.  Except as disclosed in
(i) the Parent SEC Reports filed prior to the date hereof (other than in the
“Risk Factors” or “Forward Looking Statements” sections thereof), or (ii) the
disclosure schedule delivered by Parent to the Company prior to the execution of
this Agreement (the “Parent Disclosure
Schedule”) (which Parent Disclosure Schedule sets forth, among other
things, items the disclosure of which is necessary or appropriate either in
response to an express disclosure requirement contained in a provision hereof or
as an exception to one or more representations or warranties contained in this
Section 3.2, or to one or more of Parent’s covenants contained herein, provided, however, that
disclosure in any Section of the Parent Disclosure Schedule shall apply only to
the indicated Section of this Agreement except to the extent that it is
reasonably apparent that such disclosure is relevant to another Section of this
Agreement, and provided, further that,
notwithstanding anything in this Agreement to the contrary, the mere inclusion
of an item in such schedule as an exception to a representation or warranty
shall not be deemed an admission that such item represents a material exception
or material fact, event or circumstance or that such item has had or would be
reasonably likely to have a Material Adverse Effect on Parent), Parent and
Merger Sub hereby, jointly and severally, represent and warrant to the Company
that:


    
      
      

       


    

    
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    (a)           Organization and
Qualification.  Parent is duly organized, validly existing and
in good standing under the laws of the State of Delaware, with the corporate
power and authority to own and operate its business as presently
conducted.  Merger Sub is duly organized, validly existing and in good
standing under the laws of the State of Delaware.  Parent is duly
qualified as a foreign corporation or other entity to do business and is in good
standing in each jurisdiction where the character of its properties owned or
held under lease or the nature of its activities makes such qualification
necessary, except for such failures of Parent to be so qualified as would not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect on the Parent.  Each of Parent and Merger Sub has
previously made available to the Company, true and correct copies of its
certificate of incorporation and by-laws, certificate of formation and limited
liability company agreement, as the case may be, in each case as currently in
effect.

     

    (b)           Authorization; Validity and
Effect of Agreement.  Each of Parent and Merger Sub has the
requisite corporate or limited liability company power and authority, as the
case may be, to execute, deliver and perform its obligations under this
Agreement and to consummate the transactions contemplated hereby.  The
execution and delivery of this Agreement by each of Parent and Merger Sub and
the performance by each of Parent and Merger Sub of its obligations hereunder,
including the Merger and the issuance of Merger Consideration by Parent, and the
consummation of the transactions by Parent and Merger Sub contemplated hereby
have been duly authorized by the Board of Directors of Parent (or a duly
authorized committee thereof) and the member of Merger Sub and all other
necessary corporate or limited liability company action on the part of Parent
and Merger Sub, and, subject to the succeeding sentence, no other corporate or
limited liability company proceedings on the part of Parent or Merger Sub are
necessary to authorize this Agreement and the transactions contemplated hereby.
Following execution of this Agreement by the parties hereto, Parent shall
execute and deliver to Merger Sub a written consent adopting this Agreement in
its capacity as sole member of Merger Sub.  This Agreement has been
duly and validly executed and delivered by each of Parent and Merger Sub and,
assuming due authorization, execution and delivery by the Company, constitutes a
legal, valid and binding obligation of each of Parent and Merger Sub,
enforceable against it in accordance with its terms, subject to the effects of
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and
other similar laws relating to or affecting creditors’ rights generally, general
equitable principles (whether considered in a proceeding in equity or at law)
and an implied covenant of good faith and fair dealing.


    
      
      

       


    

    
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    (c)           Capitalization.  The
authorized capital stock of Parent consists of (i) 153,000,000 shares of common
stock, par value $0.01 per share, of which (A) 150,000,000 shares have been
designated as “Common Stock” (the “Parent Common Stock”)
and (B) 3,000,000 shares have been designated as “Class B Non-Voting Common
Stock” (the “Parent
Class B Stock”), and (ii) 5,000,000 shares of undesignated preferred
stock, par value $0.01 per share (“Parent Preferred
Stock”). As of December 1, 2009, (i) 42,263,286 shares of Parent Common
Stock were outstanding, (ii) no shares of Parent Class B Stock were outstanding,
and (iii) no shares of Parent Preferred Stock were outstanding.  As of
December 1, 2009, (i) 4,734,592 shares of Parent Common Stock were reserved for
issuance and issuable upon or otherwise deliverable under Parent’s stock award
plans (collectively, the “Parent Stock Plans”)
in connection with the exercise of outstanding stock options and the vesting of
other stock awards and (ii) 8,688,858 shares of Parent Common Stock were
reserved for issuance and issuable upon conversion (subject to the occurrence of
certain events) of Parent’s 3.95% Convertible Senior Notes due 2038, Liquid
Yield Option Notes due 2021, 5.10% Convertible Trust Preferred Securities and
5.15% Convertible Trust Preferred Securities (the “Parent Convertible
Securities”).  All of the issued and outstanding shares of
Parent Common Stock are, and all shares of Parent Common Stock which may be
issued pursuant to the Parent Stock Plans or the Parent Convertible Securities,
when issued in accordance with their applicable terms, will be, validly issued,
fully paid and non assessable.  From December 1, 2009 to the date of
this Agreement, no shares of Parent Preferred Stock have been issued, and no
shares of Parent Common Stock have been issued other than upon exercise of stock
options and the vesting of other stock awards and conversion of certain Parent
Convertible Securities in accordance with their terms.  As of the date
of this Agreement, except for Parent Common Stock, options to purchase Parent
Common Stock and other stock awards outstanding under the Parent Stock Plans and
the Parent Convertible Securities, there are no outstanding bonds, debentures,
notes or other indebtedness or other securities of Parent having the right to
vote (or convertible into, exercisable, or exchangeable for, securities having
the right to vote) on any matters on which stockholders of Parent may
vote.  As of the date of this Agreement, except for options to
purchase Parent Common Stock and other stock awards outstanding under Parent
Stock Plans referred to in clause (i) above and the Parent Convertible
Securities listed in clause (ii) above, and except for the transactions
contemplated hereby and as otherwise disclosed in Section 3.2(c) of the Parent
Disclosure Schedule, there are no existing options, warrants, calls,
subscriptions, convertible securities or other securities, agreements,
commitments, or obligations which would require Parent to issue, deliver or sell
or cause to be issued, delivered or sold shares of common stock, preferred stock
or any other equity securities, or securities convertible into or exchangeable
or exercisable for shares of common stock, preferred stock or any other equity
securities of Parent.

     

    
      
        
        

      

      
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    (d)         No Conflict; Required
Filings and Consents. 

     

    (i)           Except
as set forth in Section 3.2(d) of the Parent Disclosure Schedule with respect to
clause (C) below, neither the execution and delivery of this Agreement nor the
performance by each of Parent and Merger Sub of its obligations hereunder, nor
the consummation of the transactions contemplated hereby, will:  (A)
violate or conflict with Parent’s certificate of incorporation or by-laws; (B)
assuming satisfaction of the requirements set forth in Section 3.2(d)(ii) below,
violate any statute, law, ordinance, rule or regulation, applicable to Parent or
any of its Subsidiaries or any of their properties or assets; or (C) violate,
breach, be in conflict with or constitute a default (or an event which, with
notice or lapse of time or both, would constitute a default) under, or permit
the termination of any provision of, or result in the termination of, the
acceleration of the maturity of, or the acceleration of the performance of any
obligation of Parent or any of its Subsidiaries under, or result in the creation
or imposition of any Encumbrance upon any properties, assets or business of
Parent or any of its Subsidiaries under, any note, bond, indenture, mortgage,
deed of trust, lease, franchise, permit, authorization, license, contract,
instrument or other agreement or commitment or any order, judgment or decree to
which Parent or any of its Subsidiaries is a party or by which Parent or any of
its Subsidiaries or any of their respective assets or properties is bound or
encumbered, or give any Person the right to require Parent or any of its
Subsidiaries to purchase or repurchase any notes, bonds or instruments of any
kind, except, in the case of clauses (B) and (C), for such violations, breaches,
conflicts, defaults, terminations, accelerations, encumbrances, purchase or
repurchase obligations or other occurrences which, individually or in the
aggregate, would not reasonably be expected to have a Material Adverse Effect on
Parent.

     

    (ii)           Except
for (A) the pre-merger notification requirements of the HSR Act, (B) Blue Sky
Laws, (C) applicable requirements of the Securities Act, (D) rules and
regulations of the NYSE, (E) the filing of the Certificate of Merger pursuant to
the DGCL and the DLLCA, (F) with respect to matters set forth in Section
3.2(d)(ii) of the Parent Disclosure Schedule, (G) applicable requirements, if
any, of the Exchange Act, and (H) the consents, approvals and notices required
or contemplated under the Investment Company Act, no consent, approval or
authorization of, permit from, notice to, or declaration, filing or registration
with, any Governmental Authority is required to be made or obtained by Parent or
its Subsidiaries in connection with the execution, delivery and performance of
this Agreement by Parent and the consummation by Parent of the transactions
contemplated hereby.

     

    (e)          Compliance.  (i)
Parent and each of its Subsidiaries is in compliance with all foreign, federal,
state and local laws and regulations applicable to its operations or with
respect to which compliance is a condition of engaging in the business thereof,
except for such failure as would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.  Neither
Parent nor any of its Subsidiaries has received any notice from a Governmental
Authority asserting a failure, or possible failure, to comply with any such law
or regulation, the subject of which notice has not been resolved, except for
such failure as would not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect.  Parent and its
Subsidiaries have all Permits from Governmental Authorities required to conduct
their respective businesses as they are now being conducted, except for such
Permits the failure of which to obtain, would not, individually or in the
aggregate, reasonably be expected to have a Material Adverse
Effect.  Parent and its Subsidiaries are in compliance with the terms
of the Permits, except for such noncompliance which would not, individually or
in the aggregate, reasonably be expected to have a Material Adverse
Effect.


    
      
      

       


    

    
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    (ii)           Parent
and each of its officers are in compliance in all material respects with (A) the
applicable provisions of the Sarbanes-Oxley Act and (B) the applicable listing
and corporate governance rules and regulations of the NYSE.  Parent
has previously disclosed to the Company the information required to be disclosed
by Parent and certain of its officers to Parent’s Board of Directors or any
committee thereof pursuant to the certification requirements contained in Form
10-K and Form 10-Q under the Exchange Act.  Except as permitted by the
Exchange Act, since the enactment of the Sarbanes-Oxley Act, neither Parent nor
any of its Affiliates has made, arranged or modified personal loans to any
executive officer or director of Parent.

     

    (iii)          The
management of Parent has (A) designed disclosure controls and procedures to
ensure that material information relating to Parent, including its consolidated
Subsidiaries, is made known to the management of Parent by others within those
entities, and (B) disclosed, based on its most recent evaluation prior to the
date hereof, to Parent’s auditors and the audit committee of Parent’s Board of
Directors (x) any significant deficiencies in the design or operation of
internal controls which would reasonably be expected to adversely affect
Parent’s ability to record, process, summarize and report financial data and
have identified for Parent’s auditors any weaknesses in internal controls and
(y) any fraud, whether or not material, that involves management or other
employees who have a significant role in Parent’s internal
controls.  Parent has made available to the Company a true and
complete summary of any such disclosure made by management to Parent’s auditors
and audit committee.

     

    (f)           SEC Reports; Financial
Statements.

     

    (i)           Parent
has filed or furnished each registration statement prospectus, proxy or
information statement, form, report or other documents, together with any
amendments thereto, required to be filed by it with the SEC since December 31,
2005 through the date hereof (collectively, the “Parent SEC
Reports”).  As of their respective filing dates (and, in the
case of registration statements and proxies, their respective effectiveness and
mailing dates), the Parent SEC Reports (A) complied in all material respects
with the then applicable requirements of the Securities Act and the Exchange Act
and the Sarbanes-Oxley Act and (B) did not contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements made therein, in light of the circumstances
under which they were made, not misleading.  There are no outstanding
comments from the SEC with respect to any of the Parent SEC
Reports.

     

    (ii)           The
audited consolidated financial statements and unaudited consolidated interim
financial statements of Parent included in the Parent SEC Reports
(A) complied as to form in all material respects with the published rules
and regulations of the SEC, including those pursuant to the Sarbanes-Oxley Act,
with respect thereto in effect at the time such Parent SEC Reports were filed,
(B) fairly present, in all material respects, the consolidated financial
position of Parent and its consolidated Subsidiaries as of the dates thereof and
their consolidated results of operations and cash flows for the periods then
ended and (C) have been prepared in conformity with GAAP applied on a consistent
basis (except as may be indicated in the notes thereto) (subject to normal
year-end adjustments in the case of any unaudited interim financial
statements).


    
      
      

       


    

    
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    (iii)          There
are no liabilities or obligations of Parent or any of its Subsidiaries of any
kind whatsoever, whether accrued, contingent, absolute, determined, determinable
or otherwise, other than (A) disclosed and provided for in the balance sheet
included in Parent SEC Reports or required for in the notes thereto, (B)
liabilities or obligations incurred in the ordinary course of business
consistent with past practice since September 30, 2009, or (C) liabilities or
obligations which would not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect.

     

    (g)         Information
Supplied.  (i) The information supplied or to be supplied by
Parent specifically for inclusion or incorporation in the Registration Statement
shall not at the time the Registration Statement is declared effective by the
SEC contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they were made,
not misleading.  The information supplied or to be supplied by Parent
specifically for inclusion in the Proxy Statement to be sent to the stockholders
of the Company in connection with the Company Stockholders Meeting shall not, on
the date the Proxy Statement is mailed to the stockholders of the Company or at
the time of the Company Stockholders Meeting or at the Effective Time, contain
any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading.

     

    (ii)           Notwithstanding
the foregoing, Parent makes no representations or warranties with respect to
information that has been or will be supplied by the Company or its auditors,
attorneys, financial advisers, other consultants or advisers, specifically for
use or incorporation by reference in the Registration Statement or the Proxy
Statement.

     

    (h)         Brokers.  The
Company will not be liable for any brokerage, finder’s or other fee or
commission to any consultant, broker, finder or investment banker in connection
with the transactions contemplated by this Agreement based upon arrangements
made by or on behalf of Parent or Merger Sub.

     

    (i)          Absence of Certain
Changes.  Except as set forth in Section 3.2(i) of the Parent
Disclosure Schedule and except for the transactions expressly contemplated
hereby, since December 31, 2008, (i) Parent and its Subsidiaries have
conducted their respective businesses only in the ordinary and usual course
consistent with past practices, except for such conduct which would not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect and (ii) there has not been any change, circumstance, event,
development or effect that would, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect on Parent.


    
      
      

       


    

    
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    (j)           Vote
Required.  No vote of the holders of any class or series of
Parent’s capital stock is necessary to approve the issuance of shares of Parent
Common Stock pursuant to this Agreement or any of the transactions contemplated
hereby.

     

    (k)          No Prior
Activities.  Except as contemplated by this Agreement, Merger
Sub has not engaged in any business activities of any type or kind whatsoever,
or entered into any agreements or arrangements with any person or entity, or
become subject to or bound by any obligation or undertaking.

     

    (l)           Litigation.  As
of the date hereof, there is no Action instituted, pending or, to the knowledge
of Parent, threatened in writing, in each case against Parent or any of its
Subsidiaries or any of their respective properties or assets, nor is there any
outstanding Judgment against Parent or any of its Subsidiaries or any order of
any Governmental Authority applicable to Parent or any of its Subsidiaries,
except for such Actions or Judgments which would not, individually or in the
aggregate, reasonably be expected to have a Material Adverse
Effect.

     

    (m)         Ownership of Company
Stock.  Since January 1, 2006, none of Parent or any of its
Subsidiaries or Affiliates (i) has, individually or in the aggregate, directly
or indirectly, beneficially owned any class of securities of the Company, (ii)
except as specifically contemplated hereby, are party to any contract,
arrangement or understanding for the purpose of acquiring, holding, voting or
disposing of any securities of the Company or (iii) otherwise “owns” or has
“owned” any class of securities of the Company within the meaning of Section 203
of the DGCL. This representation shall be deemed not to be breached unless such
ownership would cause Parent or any of its Subsidiaries or Affiliates to be
deemed an “interested stockholder” as defined in Section 203 of the
DGCL.

     

    (n)   
      Valid Issuance of
Stock.  The shares of Parent Common Stock to be issued as
Merger Consideration, when issued in accordance with Section 1.6, shall (a) be
duly and validly issued, fully paid and nonassessable, (b) be free of
restrictions on transfer, other than transfer restrictions of general
applicability as may be provided under the Securities Act and other applicable
securities laws, (c) be issued in compliance with all applicable federal and
state securities laws and (d) not be subject to any preemptive rights, rights of
first refusal or similar rights.

     

    (o)          No Other Representations and
Warranties.  Except for the representations and warranties
contained in this Section 3.2, the Company acknowledges that neither Parent,
Merger Sub, nor any other person on behalf of Parent or Merger Sub, makes or has
made any other express or implied representation or warranty with respect to
Parent or Merger Sub or with respect to any other information provided to the
Company.  Neither Parent, Merger Sub, nor any other person shall have
or be subject to any liability or indemnification obligation to the Company or
any other person resulting from the distribution to the Company, or the
Company’s use of, any such information, including any information, documents,
projections, forecasts or other material made available to the Company in
certain “data rooms” or management presentations in expectation of the
transactions contemplated by this Agreement.


    
      
      

       


    

    
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    ARTICLE
IV.

     

    COVENANTS
RELATING TO CONDUCT OF BUSINESS

     

    4.1          Covenants of
Company.  Except as otherwise specifically contemplated by this
Agreement, as set forth in Section 4.1 of the Company Disclosure Schedule, or as
required by Applicable Law, the Company covenants and agrees that, during the
period from the date hereof to the earlier of the termination of this Agreement
in accordance with its terms and the Effective Time, unless Parent shall
otherwise consent in writing, (i) the businesses of the Company and its
Subsidiaries shall be conducted, in all material respects, in the ordinary
course of business and in a manner consistent with past practice, including (x)
operating the business of Aston in accordance with the provisions of the
Management Agreement and (y) using the Operating Allocation (as defined in the
Management Agreement) to pay for the expenses, liabilities and other costs of
the business of Aston in a manner consistent with past practice; and (ii) the
Company shall use reasonable best efforts to preserve substantially intact the
business organization of the Company and its Subsidiaries, to keep available the
services of the key officers and key employees of the Company and its
Subsidiaries and to preserve the present relationships of the Company and its
Subsidiaries with Clients and other persons with which the Company or any of its
Subsidiaries has business relations. Without limiting the generality of the
foregoing, neither the Company nor any of its Subsidiaries shall (except as
otherwise specifically contemplated by this Agreement, as set forth in Section
4.1 of the Company Disclosure Schedule or as required by Applicable Law),
between the date of this Agreement and the earlier of the termination of this
Agreement in accordance with its terms and the Effective Time, directly or
indirectly do, any of the following without the prior written consent of
Parent:

     

    (a)           cause
or permit Aston to take any action which would require the consent or approval
of, or notice to, the Company pursuant to any provision of the Management
Agreement;

     

    (b)           make
or commit to make any capital expenditures, other than expenditures which would
be permitted under clause (a) above;

     

    (c)           incur
any indebtedness for borrowed money or guarantee such indebtedness of another
Person or enter into any “keep well” or other agreement to maintain the
financial condition of another Person or make or modify any loans or advances of
borrowed money or capital contributions to, or equity investments in, any other
Person or issue or sell any debt securities;


    
      
      

       


    

    
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    (d)           (i)
amend its certificate of incorporation or by-laws or other governing documents;
(ii) split, combine or reclassify the outstanding shares of its capital stock or
other ownership interests or declare, set aside or pay any dividend payable in
cash, stock or property or make any other distribution with respect to such
shares of capital stock or other ownership interests (except that (x) Aston
may make distributions to the Company in accordance with the provisions of the
Management Agreement, (y) the Company may pay regular dividends to holders of
Company Common Stock in an amount up to $0.05 per share per quarter if declared
by the Board of Directors at similar times as and in accordance with past
practice and to holders of Series B Convertible Preferred Stock at the
applicable dividend rate as set forth in the Certificate of Designation of
Series B Convertible Preferred Stock, and (z) the Company may pay the Special
Dividend pursuant to Section 5.2); (iii) redeem, purchase or otherwise acquire,
directly or indirectly, any shares of its capital stock or other ownership
interests; or (iv) sell or pledge any stock or other ownership interests of any
of its Subsidiaries;

     

    (e)           (i)
issue or sell or agree or offer to issue or sell, or accelerate the vesting of
or right to receive, or grant, confer or award any options, warrants,
convertible securities or rights of any kind to acquire any shares of, its
capital stock of any class; (ii) except for sales or dispositions of obsolete
assets, sell, pledge, lease, license, dispose of or encumber in whole or in part
any assets (including any Intellectual Property or indebtedness owed to them or
any claims held by them) or agree to do any of the foregoing; or (iii) acquire
(by merger, consolidation, acquisition of stock or assets or otherwise) any
corporation, partnership, limited liability company or other business
organization or division thereof or any assets (other than inventory and other
immaterial assets in the ordinary course of business consistent with past
practice), or make any investment, either by purchase of stock or other
securities, or contribution to capital, in any other Person;

     

    (f)           (i)
make any change in the compensation or fringe benefits payable or to become
payable to, or grant any termination or severance pay to, any of the Company’s
or its Subsidiaries’ present or former directors, officers, members of the board
of managers, partners, shareholders, owners, employees, agents or independent
contractors, except that Aston may make any changes in compensation or fringe
benefits payable provided that such changes, in the aggregate, are not material
to Aston; (ii) enter into or modify any collective bargaining agreement, bonus,
equity, option, profit sharing, compensation, welfare, retirement, or other
similar arrangement, or any employment contract; or (iii) enter into, amend or
otherwise modify any contract, agreement, arrangement or understanding with the
Aston Management Owners, members of their Immediate Family or their respective
Affiliates; except, in each case,
(x) for actions necessary to satisfy existing contractual obligations under
Company Plans or any agreement existing as of the date of this Agreement as
disclosed on Schedule 4.1(f), or (y) as required by Applicable Law;

     

    (g)           (i)
make or change any material Tax election, waive or extend the statute of
limitations in respect of material Taxes, amend any material Tax Return, enter
into any closing agreement with respect to any material Tax, settle any material
Tax claim or assessment or surrender any right to a claim for a material Tax
refund, (ii) change any method or principle of Tax accounting or change any
annual Tax accounting period, (iii) voluntarily change regular independent
accountants, or (iv) make an election or take any other action that would cause
Aston to cease to be a partnership or a disregarded entity for U.S. federal
income Tax purposes (and for applicable state and local income Tax
purposes);


    
      
      

       


    

    
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    (h)           pay,
discharge or satisfy any claims, liabilities or obligations (absolute, accrued,
asserted or unasserted, contingent or otherwise), except the payment, discharge
or satisfaction of liabilities or obligations in the ordinary course of business
consistent with past practice or, in the case of Aston, to the extent the
amounts due in connection with such payment, discharge or satisfaction of
claims, liabilities or obligations are payable solely out of the Operating
Allocation, or waive, release, grant or transfer any rights of material value or
modify or change in any material respect any existing contract, agreement,
commitment, understanding or other arrangement;

     

    (i)           settle
or compromise any Action, except for any settlement or compromise of an Action
by Aston which would not require the consent or approval of, or notice to, the
Company pursuant to any provision of the Management Agreement;

     

    (j)           adopt
a plan of complete or partial liquidation, dissolution, merger, consolidation,
restructuring, recapitalization or other reorganization of the Company or any of
its Subsidiaries or otherwise alter through merger, liquidation, reorganization,
restructuring or any other fashion the corporate structure and ownership of any
Subsidiary of the Company;

     

    (k)           amend,
modify, supplement or terminate, or agree to waive or consent to any
noncompliance under, or fail to diligently enforce the Company’s and its
Subsidiaries’ rights under (x) any non-compete agreement, non-solicitation
and/or non-acceptance agreement, covenant not to disclose confidential
information or other similar agreement with respect to any current or former
employee or independent contractor of the Company or its Subsidiaries in effect
as of the date hereof, or (y) any of the Employment Agreements;

     

    (l)           amend
or modify an existing confidentiality or non-disclosure agreement or enter into
a new confidentiality or non-disclosure agreement, except that (i) the Company
and its Subsidiaries may take such action as provided in Section 5.5(b)(iii),
(ii) the Company and its Subsidiaries may enter into confidentiality or
non-disclosure agreements with respect to information of the Company and its
Subsidiaries in order to comply with Regulation FD, and (iii) Aston may amend,
modify or enter into a confidentiality or non-disclosure agreement provided that
such agreement does not bind the Company or its Affiliates (other than Aston);
or

     

    (m)           take,
or offer or propose to take, or agree to take in writing or otherwise, any of
the actions described in Sections 4.1(a) through 4.1(l) or any action that would
reasonably be expected to result in any of the conditions set forth in Article
VI not being satisfied.


    
      
      

       


    

    
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    4.2          Covenants of
Parent.  Except as set forth in Section 4.2 of the Parent
Disclosure Schedule, Parent covenants and agrees that, during the period from
the date hereof to the earlier of the termination of this Agreement in
accordance with its terms and the Effective Time (except as otherwise
specifically contemplated by the terms of this Agreement), unless the Company
shall otherwise consent in writing, Parent shall use reasonable best efforts to
preserve substantially intact its business organization, to keep available the
services of its present officers and key employees and to preserve its present
relationships with persons with which it has significant business relations,
except for any failures which would not be material to
Parent.  Without limiting the generality of the foregoing, Parent
shall not (except as set forth in Section 4.2 of the Parent Disclosure Schedule
and except as otherwise specifically contemplated by the terms of this
Agreement), between the date of this Agreement and the earlier of the
termination of this Agreement in accordance with its terms and the Effective
Time, directly or indirectly do, any of the following without the prior written
consent of the Company:

     

    (a)           (i)
amend its certificate of incorporation or by-laws in such a manner as would
cause holders of Company Common Stock that will receive Parent Common Stock
pursuant to the Merger to be treated differently than other holders of Parent
Common Stock; (ii) declare, set aside or pay any dividend payable in cash,
stock or property or make any other distribution with respect to Parent Common
Stock; (iii) split, combine, subdivide or reclassify its outstanding shares
of capital stock or otherwise effect any recapitalization of its capital stock,
unless corresponding proportionate adjustments are made to the Parent Reference
Price and kind of shares represented by the Aggregate Merger Consideration; or
(iv) engage in any spin-off or split-off;

     

    (b)           adopt
a plan of complete or partial liquidation with respect to Parent or resolutions
providing for or authorizing such a liquidation or a dissolution;
or

     

    (c)           take,
or offer or propose to take, or agree to take in writing or otherwise, any of
the actions described in Sections 4.2(a) through 4.2(c) or any action that would
reasonably be expected to result in any of the conditions set forth in Article
VI not being satisfied.

     

    
      
        
        

      

      
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    ARTICLE
V.

     

    ADDITIONAL
AGREEMENTS

    
    


    5.1          Preparation of Proxy
Statement and Registration Statement; Company Stockholders
Meeting.  (a) As promptly as practicable after the execution of
this Agreement, the Company shall prepare the Proxy Statement, and Parent shall
prepare and file the Registration Statement (in which the Proxy Statement will
be included) with the SEC.  Parent and the Company shall cooperate
with each other and use their reasonable best efforts to cause the Registration
Statement to become effective under the Securities Act as soon after such filing
as practicable and to keep the Registration Statement effective as long as is
necessary to consummate the Merger and ensure that the Registration Statement
and the Proxy Statement comply as to form in all material respects with the
rules and regulations promulgated by the SEC under the Securities Act and the
Exchange Act, respectively.  Parent shall make all necessary filings
with respect to the Merger under all applicable state securities laws and Blue
Sky Laws and use reasonable best efforts to obtain all permits and approvals
necessary thereunder to carry out the Merger.  The Proxy Statement
shall include the recommendation of the Board of Directors of the Company in
favor of adoption of this Agreement and the Merger, except to the extent the
Board of Directors of the Company (acting upon the recommendation of the Special
Committee) shall have withdrawn or modified its approval or recommendation of
this Agreement as permitted by Section 5.5(c).  The Company shall use
its reasonable best efforts to cause the Proxy Statement to be mailed to its
stockholders as promptly as practicable after the Registration Statement becomes
effective. The parties shall promptly provide copies, consult with each other
and prepare written responses with respect to any written comments received from
the SEC with respect to the Proxy Statement and the Registration Statement and
advise one another of any oral comments received from the SEC.  The
Registration Statement and the Proxy Statement shall comply as to form in all
material respects with the rules and regulations promulgated by the SEC under
the Securities Act and the Exchange Act, respectively.

     

    (b)           Parent
and the Company shall make all necessary filings with respect to the Merger and
the transactions contemplated thereby under the Securities Act and the Exchange
Act and the rules and regulations thereunder.  Each party will advise
the other, promptly after it receives notice thereof, of the time when the
Registration Statement has become effective or any supplement or amendment has
been filed, the issuance of any stop order, the suspension of the qualification
of the Parent Common Stock issuable in connection with the Merger for offering
or sale in any jurisdiction, or any request by the SEC for amendment of the
Proxy Statement or the Registration Statement or comments thereon and responses
thereto or requests by the SEC for additional information.  No
amendment or supplement to the Proxy Statement or the Registration Statement
shall be filed without the approval of both parties hereto, which approval shall
not be unreasonably withheld, conditioned or delayed.  If at any time
prior to the Effective Time, any information relating to Parent or the Company,
or any of their respective Affiliates, officers or directors, should be
discovered by Parent or the Company that should be set forth in an amendment or
supplement to the Registration Statement or the Proxy Statement, so that such
documents would not include any misstatement of a material fact or omit to state
any material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, the party that
discovers such information shall promptly notify the other parties and Parent
and the Company will cooperate in the prompt filing with the SEC of an
appropriate amendment or supplement describing such information and, to the
extent required by law, dissemination thereof to the stockholders of the
Company.


    
      
      

       


    

    
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      (c)           Subject
to Section 5.5(c), the Company shall cause the Company Stockholders Meeting to
be duly called as soon as reasonably practicable, and held as soon as reasonably
practicable following the mailing of the Proxy Statement in accordance with this
Section 5.1, for the purpose of obtaining the Required Company
Votes.  In connection with such meeting, the Company will (i) subject
to Section 5.5(c), use its reasonable best efforts to obtain the Required
Company Votes and (ii) otherwise comply with all legal requirements applicable
to such meeting.

       

      5.2          Special
Dividend.

       

      (a)           Notwithstanding
anything to the contrary in Section 4.1, immediately prior to the Closing, the
Board of Directors of the Company is permitted, subject to compliance with
Applicable Law and this Section 5.2, to declare a special cash dividend (the
“Special
Dividend”), payable on the Closing Date, to each holder of record of
Company Common Stock (including the Converted Shares) immediately prior to the
Closing in an amount equal to (x) the Special Dividend Amount divided by (y) the number of
shares of Company Common Stock outstanding immediately prior to the Closing
(including the Converted Shares), provided, that the Special
Dividend shall only be declared if the Special Dividend Amount is greater than
zero.

       

      (b)           Not
less than five Business Days prior to the Closing, the Company will deliver to
Parent a certificate (the “Special Dividend
Certificate”) setting forth:  (i) each line item of the
Current Assets and the Liabilities of the Company and its Subsidiaries, on a
consolidated basis, in each case as of the Closing Measurement Date, prepared in
accordance with GAAP on a basis consistent with prior periods, (ii) the Working
Capital as of the Closing Measurement Date and (iii) the Special Dividend Amount
(if any), in each case giving pro forma effect to the Closing as if the Closing
occurred on such date.  The Company shall (x) provide Parent
reasonable access during normal business hours to the work papers and other
books and records of the Company for purposes of assisting Parent in its review
of the Special Dividend Certificate and (y) cooperate in good faith to answer
any questions and resolve any issues raised by Parent in connection with its
review of the Special Dividend Certificate.

       

      (c)           Within
three Business Days of the Company’s delivery of the Special Dividend
Certificate to Parent pursuant to Section 5.2(b), Parent may dispute any amounts
reflected on the Special Dividend Certificate by notifying the Company in
writing of each disputed item, specifying the amount thereof in dispute and
setting forth in reasonable detail the basis for such dispute.  Parent
may dispute any such amount only on the basis that (x) such amount was not
determined on a basis that complies with Section 5.2(b) or (y) there are
mathematical errors in the calculation.  If Parent notifies the
Company of disputed items in accordance with the preceding sentence, Parent and
the Company shall use good faith efforts to reach agreement on the disputed
items or amounts in order to finally determine the Special Dividend Certificate
and the amounts reflected thereon.  If the Company and Parent are
unable to reach agreement concerning the Special Dividend Certificate and the
amounts reflected thereon within ten days of the Company’s delivery of the
estimated Special Dividend Certificate pursuant to Section 5.2(b), the Parties
shall promptly thereafter submit such dispute to the Accounting Referee for
resolution in accordance with the procedure set forth in
Section 5.2(d).  If Parent fails to notify the Company of any
disputed items in accordance with this Section 5.2(c), the Special Dividend
Certificate and the calculations of the Working Capital and the Special Dividend
Amount shall become final for all purposes of this Agreement on the fourth
Business Day after the delivery of the Special Dividend Certificate by the
Company to Parent pursuant to Section 5.2(b).


      
        
           


        

        
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      (d)           If
the Company and Parent are unable to reach agreement concerning the Special
Dividend Certificate and the amounts reflected thereon pursuant to Section
5.2(c), the parties shall submit such dispute to Deloitte & Touche LLP (the
“Accounting
Referee”) for resolution and instruct the Accounting Referee to review
the disputed items or amounts for the purpose of final determination of the
Special Dividend Certificate and the Company’s calculation of the amounts
reflected thereon on the basis that any such amounts were not determined on the
basis that complies with Section 5.2(c).  In making such determination
and calculations, the Accounting Referee shall consider only those items or
amounts in the Special Dividend Certificate and/or the Company’s calculation of
the Working Capital as to which Parent has disagreed in writing.  The
Company and Parent shall instruct the Accounting Referee to use its best efforts
to deliver to the Company and Parent as promptly as practicable (but in no event
later than ten Business Days after submission) a report selecting either the
Company’s calculation or Parent’s calculation of each disputed amount (but not
any other amount) in either case that were most recently submitted to the
Accounting Referee prior to its review and that are closest to the Accounting
Referee’s calculations thereof.  Such report shall be final and
binding upon the Company and Parent and the resulting Special Dividend
Certificate and the calculations of the Working Capital and the Special Dividend
Amount shall be final for all purposes of this Agreement.  The fees,
expenses and costs of the Accounting Referee shall be borne  equally
by each party.  Other than such fees and expenses of the Accounting
Referee, the Company and Parent shall each be responsible for its own costs and
expenses incurred in connection with any actions taken pursuant to this
Section 5.2.

       

      (e)           If
any dispute relating to the Special Dividend Certificate has been submitted by
the parties to the Accounting Referee for resolution pursuant to
Section 5.2(d), then either (i) if (x) the aggregate amount remaining in
dispute relating to the Special Dividend Certificate is less than $500,000 or
(y) at the joint election of both the Company and the Parent, the parties shall
proceed with the Closing, in which case the Special Dividend Amount payable on
the Closing Date shall be reduced by an amount equal to the aggregate amount of
the disputed items submitted for resolution to the Accounting Referee, or (ii)
if the aggregate amount remaining in dispute relating to the Special Dividend
Certificate is in excess of $500,000 and there is no joint election of both the
Company and the Parent, the Closing shall be delayed (notwithstanding the
satisfaction or waiver of the conditions set forth in Article VI) until all such
disputed items have been finally resolved in accordance with the procedures set
forth in Section 5.2(d).  If the parties proceed or elect to proceed
with the Closing pursuant to clause (i) of this Section 5.2(e) prior to such
time as all of the disputed items submitted for resolution to the Accounting
Referee have been finally resolved then, following final resolution of all such
disputed items by the Accounting Referee in accordance with the procedures set
forth in Section 5.2(d), the Surviving Company shall pay (or cause to be paid)
to each holder of record of Company Common Stock (including the Converted
Shares) immediately prior to the Closing an amount in cash equal to (x) the
aggregate amount of such disputed items (if any) finally resolved in favor of
the Company, divided by
(y) the number of shares of Company Common Stock outstanding immediately prior
to the Closing (including the Converted Shares).


      
        
           


        

        
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      5.3          Access to
Information.

       

      (a)           Upon
reasonable notice, the Company shall (and shall cause its Subsidiaries to)
afford to Parent and its Representatives reasonable access during normal
business hours, during the period prior to the Effective Time, to its officers,
employees, properties and offices and to all books and records, in each case to
the extent Parent reasonably requests, and, during such period, the Company
shall (and shall cause its Subsidiaries to) furnish promptly to Parent and its
Representatives, consistent with its legal obligations, all other information
concerning its business, properties and personnel as Parent may reasonably
request.

       

      (b)           The
Company shall promptly provide to Parent, as and when available (and in any
event within 10 Business Days after each month end), (i) copies of monthly
financial statements for the Company and its Subsidiaries, including balance
sheet and income statement, certified by the Chief Financial Officer of the
Company, which financial statements shall be prepared in accordance with GAAP
applied consistently using the accrual method of accounting (except that they
need not include footnotes) and shall present fairly in all material respects
the financial condition of the Company at the dates of said statements and the
results of its operations for the periods covered thereby, (ii) complete and
correct information regarding the aggregate assets under management by the
Company and its Subsidiaries (broken out by product type) as of such month end,
and investment performance and client flows for the month then ended, and (iii)
such other correct information regarding such assets under management as of such
month end, broken out by category of Client, product type, asset class and/or
similar types of information, in the case of this clause (iii) to the extent
such information already is prepared by the Company or its Subsidiaries in the
ordinary course.

       

      (c)           Parent
shall hold any such information that is non-public in confidence to the extent
required by, and in accordance with, the provisions of the letter dated October
31, 2009 between the Company and Parent (the “Confidentiality
Agreement”).  Any investigation by the Company or Parent shall
not affect the representations and warranties or the conditions to the
obligations of the Company or Parent, as the case may be.


      
        
           


        

        
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      5.4          Efforts.  (a)
Subject to the terms and conditions of this Agreement, each party will use its
reasonable best efforts to (i) take, or cause to be taken, all actions and to
do, or cause to be done, all things necessary, proper or advisable under
Applicable Laws and regulations to consummate the Merger and the other
transactions contemplated by this Agreement as soon as practicable after the
date hereof, including preparing and filing promptly and fully all documentation
to effect all necessary filings, notices, petitions, statements, registrations,
submissions of information, applications and other documents (including any
required or recommended filings under Applicable Law and, in the case of the
Company and its Subsidiaries, any amendments, modifications or affirmations of
exemptive orders and no-action positions of the SEC as are necessary, proper or
advisable under Applicable Law to allow the Surviving Company and its
Subsidiaries to operate their businesses following the Merger in substantially
the same manner as the Company and its Subsidiaries operate on the date hereof),
and (ii) obtain all approvals, consents, registrations, permits, authorizations
and other confirmations from any Governmental Authority necessary, proper or
advisable to consummate the Merger and the other transactions contemplated by
this Agreement and to conduct the business of the Surviving Company and its
Subsidiaries after the Closing Date in the same manner as conducted by the
Company and its Subsidiaries as of the date hereof (including each of the
consents, approvals and Permits identified in Section 3.1(f)(ii) of the Company
Disclosure Schedule) as soon as practicable after the date hereof.  In
furtherance and not in limitation of the foregoing (x), each party hereto agrees
to make an appropriate filing of a Notification and Report Form pursuant to the
HSR Act with respect to the transactions contemplated hereby as promptly as
practicable and in any event within ten Business Days of the date hereof and to
supply as promptly as practicable any additional information and documentary
material that may be requested pursuant to the HSR Act and to take all other
actions necessary to cause the expiration or termination of the applicable
waiting periods under the HSR Act as soon as practicable and (y) if any state
takeover statute or similar law becomes applicable to the Merger or the other
transactions contemplated by this Agreement, take all action necessary to ensure
that the Merger and such other transactions may be consummated as promptly as
practicable on the terms contemplated by this Agreement and use reasonable best
efforts to otherwise minimize the effect of such law on the Merger and such
other transactions.


      
        
           


        

        
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      (b)           Each
of Parent and the Company shall, in connection with the efforts referenced in
Section 5.4(a) to obtain all requisite approvals and authorizations for the
transactions contemplated by this Agreement under the HSR Act or any other
Regulatory Law, use its reasonable best efforts to (i) cooperate in all respects
with each other in connection with any filing or submission and in connection
with any investigation or other inquiry, including any proceeding initiated by a
private party; (ii) promptly inform the other party of any communication
received by such party from, or given by such party to, the Antitrust Division
of the Department of Justice (the “DOJ”), the Federal
Trade Commission (the “FTC”) or any other
Governmental Authority and of any material communication received or given in
connection with any proceeding by a private party, in each case regarding any of
the transactions contemplated hereby; and (iii) permit the other party to review
any communication given by it to, and consult with each other in advance of any
meeting or conference with, the DOJ, the FTC or any such other Governmental
Authority or, in connection with any proceeding by a private party, with any
other Person, and to the extent permitted by the DOJ, the FTC or such other
applicable Governmental Authority or other Person, give the other party the
opportunity to attend and participate in such meetings and
conferences.  For purposes of this Agreement, “Regulatory Law” means
the Sherman Act, as amended, the Clayton Act, as amended, the HSR Act, the
Federal Trade Commission Act, as amended, and all other federal, state and
foreign, if any, statutes, rules, regulations, orders, decrees, administrative
and judicial doctrines and other laws that are designed or intended to prohibit,
restrict or regulate actions having the purpose or effect of monopolization or
restraint of trade or lessening of competition through merger or
acquisition.  In furtherance and not in limitation of the covenants of
the parties contained in Section 5.4(a) and this Section 5.4(b), each party
hereto shall use its reasonable best efforts to resolve objections, if any, as
may be asserted with respect to the transactions contemplated by this Agreement
under any Regulatory Law.  Notwithstanding anything to the contrary
contained in this Agreement, in connection with any filing or submission
required or action to be taken by either Parent or the Company to consummate the
Merger, in no event shall Parent or any of its Subsidiaries or Affiliates be
obligated to propose or agree to accept any undertaking or condition, to enter
into any consent decree, to make any divestiture or accept any operational
restriction, or take or commit to take any action that, in the sole discretion
of Parent, would reasonably be expected to limit (A) the freedom of action of
Parent or any of its Subsidiaries or Affiliates with respect to the operation
of, or Parent’s or any of its Subsidiaries’ or Affiliates’ ability to retain,
the Company or any businesses, product lines or assets of the Company, or (B)
the ability to retain, own or operate any material portion of the businesses,
product lines, or assets, of Parent or any of its Subsidiaries or Affiliates, or
alter or restrict in any way the business or commercial practices of the
Company, Parent or any of its Subsidiaries or Affiliates.

       

      (c)           (i)           The
Company shall use its reasonable best efforts (A) to obtain consents of all
third parties necessary, proper or advisable for the consummation of the
transactions contemplated by this Agreement, provided, that, in connection
with obtaining such consents, the Company shall not modify or amend any of the
contracts referenced in Section 5.4(c)(ii) to provide for increased fees or
other terms adverse to the Company; and (B) to provide any notices to third
parties required to be provided prior to the Effective Time, including under any
Leases or insurance policies.

       

      (ii)           Without
limiting the foregoing, with respect to each Advisory Contract for which the
consent of a Client to the assignment or deemed assignment of such Advisory
Contract as a result of the Merger is required by Applicable Law and/or by the
terms of such Advisory Contract (other than Clients that are Investment
Companies), as promptly as practicable following the date hereof, the Company
shall, and shall cause each of its Subsidiaries to, send a written notice (a
“Notice”)
informing such Clients of the Merger and requesting written consent to the
assignment or deemed assignment of such Client’s Advisory
Contract.  All Notices and related materials distributed to Clients
shall be in form and substance reasonably acceptable to Parent, and Parent shall
be provided a reasonable opportunity to review all such Notices prior to
distribution and to have its reasonable comments reflected
therein.  The Company shall make available to Parent copies of all
substantive correspondence between it or any of its Subsidiaries and Clients (or
their representatives or counsel) relating to the consent solicitation provided
for in this Section 5.4(c)(ii).


      
        
           


        

        
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      For each
Client that is registered as an investment company under the Investment Company
Act (a “Registered
Investment Company”), the Company shall use reasonable best efforts to
obtain in accordance with Section 15 of the Investment Company Act, as promptly
as practicable following the date hereof, the due consideration and approval by
the board of trustees of the Registered Investment Company (“Fund Board Approval”)
of (i) a new Advisory Contract with Aston to be in effect as of, and subject to,
the Closing, on terms substantially identical (and identical with respect to fee
rates) to the terms of Aston’s existing Advisory Contract with such Registered
Investment Company, (ii) the election of those nominees (the “Board Nominees”) to
serve as trustees of the Registered Investment Company subject to and
immediately following the Closing, the names of which Board Nominees are set
forth on Section 5.4(c)(ii) of the Company Disclosure Schedule, and (iii) the
continuation of each existing Sub-Advisory Contract, to be in effect as of, and
subject to, the Closing, on terms identical to the terms of such Sub-Advisory
Contract as of the date hereof.  To the extent Fund Board Approval has
been obtained with respect to a new Advisory Contract, continuation of the
existing Sub-Advisory Contracts and election of the Board Nominees in accordance
with the immediately preceding sentence, the Company shall use reasonable best
efforts to obtain in accordance with Section 15 of the Investment Company Act,
as promptly as practicable following such Fund Board Approval, the due
consideration and approval by the shareholders of such Registered Investment
Company (“Fund
Shareholder Approval”) (except, in the case
of any Registered Investment Company other than a Proprietary Fund, to the
extent such shareholder approval is not required by law for the effectiveness of
such new advisory agreement) of such new Advisory Contract and election of Board
Nominees described in the immediately preceding sentence.  All proxy
and related materials distributed in connection with the approvals described in
this paragraph shall be in form and substance reasonably acceptable to Parent,
and Parent shall be provided a reasonable opportunity to review all such proxies
and other materials prior to distribution and to have its reasonable comments
reflected therein. For the avoidance of doubt, the Company shall be solely
responsible for the costs of such shareholder solicitations.

       

      For each
Client that is an Investment Company but not a Registered Investment Company,
the Company shall use reasonable best efforts to obtain in accordance with the
constituent documents of such Investment Company and Applicable Law, as promptly
as practicable following the date hereof, the consent and approval (as
applicable) of any governing body of such Investment Company and of its
investors required by such constituent documents and Applicable Law of either
(a) the continuation of each Advisory Contract between Aston and such Investment
Company to the assignment or deemed assignment of such Advisory Contract as a
result of the Merger (to the extent any such agreement may continue in effect
following the Merger with such consent) or (b) a new Advisory Contract between
Aston and such Investment Company, to the extent the existing advisory agreement
will terminate as a result of the Merger) (in each case to be in effect with
Aston as of, and subject to, the Closing) on terms substantially identical (and
identical with respect to fee rates) to the terms of Aston’s existing Advisory
Contract with such Investment Company.  The manner of consent and
approval solicited with respect to each such Investment Company that is not a
Registered Investment Company shall be reasonably acceptable to Parent, and all
solicitation and related materials distributed in connection with the consents
and approvals described in this paragraph shall be in form and substance
reasonably acceptable to Parent and Parent shall be provided a reasonable
opportunity to review all such solicitation and related materials prior to
distribution and to have its reasonable comments reflected
therein.


      
        
           


        

        
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      With
respect to each of the foregoing Clients where the relationship between Aston
and the ultimate underlying Client is through a financial intermediary (e.g., a
“wrap” sponsor or managed account program sponsor) (each, a “Program Sponsor”),
the Company shall, and shall cause Aston to, send a separate written notice to
each Program Sponsor informing such Program Sponsor of the Merger and (A)
requesting written consent to the assignment or deemed assignment of such
Program Sponsor’s master agreement (the “Master Agreement”)
with Aston resulting from the Merger (where such Master Agreement may by its
terms and under Applicable Law remain in effect following consummation of the
Merger with such consent of the Program Sponsor), or (B) requesting such Program
Sponsor to enter into a new Master Agreement with Aston (where the existing
Master Agreement will terminate as a result of the Merger by its terms or under
Applicable Law) to be in effect with Aston as of, and subject to, the Closing on
terms substantially identical (and identical with respect to fee rates) to the
terms of Aston’s existing Master Agreement with such Program
Sponsor.  All notices and related materials distributed to Program
Sponsors shall be in form and substance reasonably acceptable to Parent, and
Parent shall be provided a reasonable opportunity to review all such notices
prior to distribution and to have its reasonable comments reflected
therein.  The Company shall make available to Parent copies of all
substantive correspondence between it or any of its Subsidiaries and Program
Sponsors (or their representatives or counsel) relating to the consent
solicitation provided for in this Section 5.4(c)(ii).

       

      With
respect to all other Clients not addressed by the foregoing paragraphs of this
Section 5.4(c)(ii), as promptly as practicable following the date hereof, the
Company shall, and shall cause each of its Subsidiaries to, deliver written
notices to such Clients informing them of the transactions contemplated hereby
that are substantially identical to the Notice; provided, that consent of such
Clients shall not be sought by such written notices unless required by
Applicable Law and/or the terms of the applicable Advisory Contracts to which
such Clients are parties.

       

      (d)           Each
of Parent, Merger Sub and the Company shall use its reasonable best efforts to
cause the Merger to be treated as a reorganization within the meaning of
Section 368(a) of the Code and shall not knowingly take or fail to take any
action which action or failure to act would reasonably be expected to jeopardize
the qualification of the Merger as a reorganization within the meaning of
Section 368(a) of the Code.  Unless required by law, none of
Parent, Merger Sub, or the Company shall file any Tax Return or take any
position inconsistent with the treatment of the Merger as a reorganization
described in Section 368(a) of the Code.


      
        
           


        

        
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      (e)           Each
of the parties hereto shall execute any additional instruments reasonably
necessary to consummate the transactions contemplated hereby.  Subject
to the terms and conditions of this Agreement, the parties agree to use
reasonable best efforts to cause the Effective Time to occur as soon as
practicable after the Company stockholder vote with respect to the
Merger.  If at any time after the Effective Time any further action is
necessary to carry out the purposes of this Agreement, the proper officers and
directors of each party hereto shall take all such necessary
action.

       

      5.5          Acquisition
Proposals.  (a) Subject to Sections 5.5(b) and 5.5(c), the
Company and its Subsidiaries shall not (whether directly or indirectly through
Affiliates, directors, officers, employees, advisors, representatives, agents or
other intermediaries), nor shall the Company or any of its Subsidiaries
authorize or permit any of its or their Affiliates, directors, officers,
employees, advisors, representatives, agents or other intermediaries to, (i)
solicit, initiate or take any action to knowingly facilitate or knowingly
encourage the submission of inquiries, proposals or offers from any Person (as
defined below) relating to any Acquisition Proposal, or agree to or endorse any
Acquisition Proposal; (ii) enter into any agreement to (w) facilitate or further
the consummation of, or consummate, any Acquisition Proposal, (x) facilitate the
making of any inquiry with respect to any Acquisition Proposal, (y) approve or
endorse any Acquisition Proposal or (z) in connection with any Acquisition
Proposal, require it to abandon, terminate or fail to consummate the Merger;
(iii) enter into or participate in any discussions or negotiations in connection
with any Acquisition Proposal or inquiry with respect to an Acquisition
Proposal, or furnish to any Person any information with respect to its business,
properties or assets in connection with any Acquisition Proposal or inquiry with
respect to an Acquisition Proposal; or (iv) agree to resolve or take any of the
actions prohibited by clause (i), (ii) or (iii) of this sentence.  The
Company and its Subsidiaries shall immediately cease, and cause its advisors,
agents and other intermediaries to immediately cease, any and all existing
activities, discussions or negotiations with any parties conducted heretofore
with respect to any of the foregoing and shall demand the return or destruction
of any information previously provided with respect to such activities,
discussion or negotiations.  For purposes of this Section 5.5, the
term “Person” means any person, corporation, entity or “group,” as defined in
Section 13(d) of the Exchange Act, other than Parent or any Subsidiaries of
Parent.


      
        
           


        

        
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      (b)           Notwithstanding
the foregoing or any other provision of this Agreement to the contrary, the
Board of Directors of the Company, directly or indirectly through advisors,
agents or other intermediaries, may (i) comply with Rule 14d-9 and Rule 14e-2
promulgated under the Exchange Act with regard to any Acquisition Proposal, (ii)
engage in negotiations or discussions with any Person that has made an
unsolicited bona fide written Acquisition Proposal not resulting from or arising
out of a breach of Section 5.5(a) and (iii) furnish to such Person nonpublic
information relating to the Company or any of the Subsidiaries pursuant to a
confidentiality agreement with terms no less favorable to the Company than those
contained in the Confidentiality Agreement; provided, that the Board of
Directors of the Company (acting upon the recommendation of the Special
Committee) shall be permitted to take an action described in the foregoing
clauses (ii) or (iii) if, and only if, prior to taking such particular action,
the Board of Directors of the Company (acting upon the recommendation of the
Special Committee) has determined in good faith by a majority vote that (x) such
Acquisition Proposal is reasonably likely to result in a Superior Proposal and
(y) after considering the advice of its outside legal counsel and financial
advisor, that failure to take such particular action would be inconsistent with
its fiduciary duties.

       

      (c)           Notwithstanding
anything in this Section 5.5 or elsewhere in this Agreement to the contrary but
subject to Section 5.5(d), if, at any time prior to the approval of the Merger
and this Agreement by the Company’s stockholders by the Required Company Votes,
the Company’s Board of Directors (acting upon the recommendation of the Special
Committee) determines in good faith, after consultation with its financial
advisors and outside legal counsel, that failure to take such action would be
inconsistent with its fiduciary duties under Applicable Law (whether or not it
has received an Acquisition Proposal), the Company may:  (i) withdraw
or modify or change in any manner its approval or recommendation of this
Agreement or the Merger (it being understood that a “stop, look and listen” or
similar communication of the type contemplated by Rule 14d-9(f) under the
Exchange Act shall not be deemed to constitute such withdrawal, modification or
change), and/or (ii) terminate this Agreement pursuant to Section 7.1(f)(ii),
provided that, the Board of
Directors of the Company shall not take any action pursuant to clause (i) above
pursuant to this Section 5.5(c) prior to providing Parent written notice
thereof.

       

      (d)           The
Company shall notify Parent promptly (but in any event within 24 hours) after
receipt by the Company of (i) any Acquisition Proposal, (ii) any request for
information with respect to any Acquisition Proposal or (iii) any inquiry,
proposal, discussions or negotiation with respect to any Acquisition
Proposal.  Any such notice shall include a summary of the material
terms and conditions of any such Acquisition Proposal, request for information,
inquiry, proposal, discussion or negotiation, as well as the identity of the
Person making any of the foregoing.  The Company shall keep Parent
reasonably informed of the status and material details of any such Acquisition
Proposal, indication or request, including material amendments or proposed
amendments as to price and other material terms thereof.  The Company
shall promptly provide to Parent any non-public information concerning the
Company provided to any other Person in connection with any Acquisition Proposal
that was not previously provided to Parent. Provided that the Company has
received an Acquisition Proposal, the Board of Directors of the Company shall
not take any action under Sections 5.5(c)(i) or (ii) until after two (2)
Business Days following Parent’s receipt of written notice (it being understood
and agreed that any amendment to the amount or form of consideration of an
Acquisition Proposal shall require a new notice and a new two (2) Business Day
period) advising Parent that the Company’s Board of Directors (acting upon the
recommendation of the Special Committee) intends to cause the Company to take
such action, and that the Company shall, during such two (2) Business Day
period, negotiate in good faith with Parent to make such adjustments to the
terms and conditions of this Agreement such that any action under Sections
5.5(c)(i) or (ii) is no longer necessary.


      
        
           


        

        
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      5.6          Employee Benefits
Matters.

       

      (a)           Between
the date of this Agreement and the Closing, neither the Company nor any of its
Subsidiaries shall (i) maintain any Company Plan other than the Company Plans
listed on Section 3.1(l)(i) of the Company Disclosure Schedule (but they shall
maintain such Company Plans) or (ii) amend or terminate any such Company Plans
(other than as required by Applicable Laws).  To the extent that any
salary, bonus or other compensation or benefits payable to any of the Aston
Management Owners or other employees of the Company or its Subsidiaries in
respect of periods prior to the Closing (including all of the calendar year in
which the Closing occurs through the Closing) has not been paid in full by the
Company or its Subsidiaries prior to the Closing, then such amounts (including a
reasonable discretionary bonus accrual for each such Person for that portion of
the calendar year in which the Closing occurs that has elapsed prior to the
Closing, and for the immediately preceding calendar year) shall be fully accrued
as current liabilities on the balance sheet of the Company for purposes of the
calculation of the Special Dividend Amount.

       

      (b)           Notwithstanding
anything contained in this Agreement to the contrary, no provision of this
Agreement is intended to, or does (i) prohibit the Surviving Company or its
Affiliates from amending or terminating any Company Plan in accordance with its
terms and Applicable Law, (ii) require the Surviving Company to keep any person
employed for any period of time, or (iii) constitute the establishment or
adoption of, or amendment to, any Company Plan, and no person participating in
any such Company Plan maintained by the Company or any of its Subsidiaries shall
have any claims or cause of action, under ERISA or otherwise, in respect of any
provisions of this Agreement as it relates to any such Company Plan or
otherwise.

       

      5.7          Fees and
Expenses.  Whether or not the Merger is consummated, all
Expenses incurred in connection with this Agreement and the transactions
contemplated hereby shall be paid by the party incurring such Expenses, except
(a) that Parent and the Company shall each bear and pay one half of the Expenses
incurred in connection with the filing, printing and mailing of the Registration
Statement and Proxy Statement and (b) as provided in Section 7.2.

       

      
        
          
          

        

        
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      5.8          Directors’ and Officers’
Insurance.  From and after the Effective Time, the Parent
agrees that it will cause the  Surviving Company to indemnify and hold
harmless each present and former director and officer of the Company and other
persons entitled to indemnification under the certificate of incorporation and
by-laws of the Company as in effect on the date hereof, as well as any
indemnification agreements to which the Company is a party with such directors
and officers, against any costs or expenses (including reasonable attorneys’
fees) judgments, fines, losses, claims, damages or liabilities (collectively,
“Costs”) (but
only to the extent such Costs are not otherwise covered by insurance and paid)
incurred in connection with any claim, action, suit, proceeding or
investigation, whether civil, criminal, administrative or investigative, arising
out of or pertaining to matters existing or occurring at or prior to the
Effective Time, including the transactions contemplated by this Agreement,
whether asserted or claimed prior to, at or after the Effective Time, to the
extent the Company would have been required to do so under the certificate of
incorporation and by-laws of the Company as in effect on the date hereof or
under such indemnification agreements (and Parent shall, or shall cause the
Surviving Company to, also advance expenses as incurred to the fullest extent
Parent or the Surviving Company would have been required to do so under the
certificate of incorporation and by-laws of the Company as in effect on the date
hereof or under such indemnification agreements, provided the person to whom
expenses are advanced provides an undertaking to repay such advances if it is
finally determined by a court of competent jurisdiction that such person is not
entitled to indemnification). Parent shall cause the Surviving Company to and
the Surviving Company shall include and maintain in effect in its limited
liability company agreement or other governing documents for a period of at
least six (6) years from the Closing, the same provisions regarding elimination
of liability of directors and indemnification of officers, directors, employees
and other persons contained in the limited liability company agreement of Merger
Sub as in effect on the date hereof as set forth in Section 5.8 of the Company
Disclosure Schedule. Prior to the Closing, the Company shall purchase a “tail
policy” to extend for a period of at least six (6) years from the Closing,
coverage under the current policies, in such amounts not less than the existing
coverage and retention amounts, of directors’ and officers’ liability insurance
and fiduciary liability insurance maintained by the Company with respect to
claims arising from facts or events that occurred on or before the Effective
Time; including in respect of the transactions contemplated by this
Agreement.

       

      5.9          Public
Announcements.  Each of the Company, Parent and Merger Sub
agrees that no public release or announcement concerning the transactions
contemplated hereby shall be issued by any party without the prior written
consent of the Company and Parent (which consent shall not be unreasonably
withheld, conditioned or delayed), except as such release or announcement may be
required by law or the rules or regulations of any applicable United States
securities exchange, in which case the party required to make the release or
announcement shall use its reasonable best efforts to allow each other party
reasonable time to comment on such release or announcement in advance of such
issuance, it being understood that the final form and content of any such
release or announcement, to the extent so required, shall be at the final
discretion of the disclosing party.

       

      5.10        Listing of Shares of Parent
Common Stock.  Parent shall use reasonable best efforts to
cause the shares of Parent Common Stock to be issued in the Merger to be
approved for listing, upon official notice of issuance, on the
NYSE.


      
        
           


        

        
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      5.11        Qualification of the
Proprietary Funds.  Subject to applicable fiduciary duties to
the Proprietary Funds, the Company will take, and will cause its Subsidiaries to
take, no action (i) that would prevent any Proprietary Fund from qualifying as a
“regulated investment company” within the meaning of Section 851 of the Code, or
(ii) that would be materially inconsistent with any Proprietary Fund’s
prospectus and other offering, advertising or marketing materials.

       

      5.12        Section 15(f) of the
Investment Company Act.  (a) The Company shall use reasonable
best efforts to assure, prior to the Effective Time, the satisfaction of the
conditions set forth in Section 15(f) of the Investment Company Act with respect
to each Proprietary Fund.

       

      (b)           Parent
agrees to use its reasonable best efforts to assure compliance with the
conditions of Section 15(f) of the Investment Company Act with respect to the
Proprietary Funds from and after the Effective Time.

       

      (c)           Notwithstanding
anything to the contrary contained herein, the covenants of the parties
contained in this Section 5.12 are intended only for the benefit of the parties
and for no other Person.

       

      5.13        Stockholder
Litigation.  In the event that any stockholder litigation is
brought or, to the knowledge of the Company, threatened against the Company
and/or the members of its Board of Directors prior to the Effective Time, the
Company shall not settle any such litigation without the written consent of
Parent.  The Company shall promptly notify Parent of any such
stockholder litigation brought, or threatened, against the Company and/or the
members of its Board of Directors and keep Parent reasonably informed with
respect to the status thereof.

       

      5.14        Maintenance of
Insurance.  The Company will use reasonable best efforts to
maintain in full force and effect through the Closing Date all insurance
policies applicable to the Company and its Subsidiaries and their respective
properties and assets in effect on the date hereof.  The Company will
use reasonable best efforts to cause the Company’s insurers to waive any
provisions in such insurance policies that would allow the insurer to terminate
or adversely modify coverage upon consummation of the Merger.

       

      5.15        Termination of Certain
Agreements.  The Company and its Subsidiaries shall cause each
of the agreements set forth in Schedule 5.15 of the Company Disclosure Schedule
to be terminated effective as of immediately prior to (but subject to the
occurrence of) the Closing.

       

      5.16        Run-Rate
Certificate.  As soon as possible following the last day of
each calendar month beginning on December 31, 2009, the Company shall deliver to
Parent a certificate setting forth the applicable Revenue Run-Rate calculated as
of the last Business Day of such calendar month in a manner consistent with the
methodology used to calculate the Aggregate Base Revenue Run
Rate.


      
        
           


        

        
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      5.17        Invoices. The Company
shall cause all invoices for fees incurred in connection with the Merger and the
transactions contemplated by this Agreement, including fees for any auditors,
attorneys, financial advisers and other consultants or advisers, to be received
by the Company and all such fees and expenses to be paid at or prior to
Closing.

       

      ARTICLE
VI.


       

      CONDITIONS
PRECEDENT

       

      6.1          Conditions to Each Party’s
Obligation to Effect the Merger.  The obligations of the
Company, Parent and Merger Sub to effect the Merger are subject to the
satisfaction or waiver on or prior to the Closing Date of the following
conditions:

       

      (a)           Stockholder
Approval.  The Company shall have obtained the Required Company
Votes in connection with the adoption of this Agreement by the stockholders of
the Company.

       

      (b)           No Injunctions or
Restraints, Illegality.  No statute, rule, regulation,
executive order, decree or ruling, shall have been adopted or promulgated, and
no temporary restraining order, preliminary or permanent injunction or other
order issued by a court or other U.S. governmental authority of competent
jurisdiction shall be in effect, having the effect of making the Merger illegal
or otherwise prohibiting consummation of the Merger.

       

      (c)           Government
Approvals.  The waiting period (and any extension thereof)
applicable to the Merger under the HSR Act shall have been terminated or shall
have expired. All approvals required from any other Governmental Authority with
respect to the transactions contemplated by this Agreement shall have been
received.

       

      (d)           NYSE
Listing.  The shares of Parent Common Stock to be issued in the
Merger shall have been approved for listing on the NYSE, subject to official
notice of issuance.

       

      (e)           Effectiveness of the
Registration Statement.  The Registration Statement shall have
been declared effective by the SEC under the Securities Act.  No stop
order suspending the effectiveness of the Registration Statement shall have been
issued by the SEC and no proceedings for that purpose shall have been initiated
or threatened by the SEC, and any material Blue Sky Laws and other state
securities laws applicable to the registration and qualification of the shares
of Parent Common Stock to be issued in the Merger shall have been complied
with.

       

      (f)           Company Equity. All
of the outstanding Company Warrants shall have expired or been exercised in
full, in accordance with their terms. Other than the Company Common Stock, there
shall be no other class of the Company’s capital stock
outstanding.


      
        
           


        

        
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      (g)           Closing Revenue
Run-Rate.  The Aggregate Closing Revenue Run-Rate shall be at
least equal to 82.5% of the Aggregate Base Revenue Run-Rate.

       

      (h)           Consenting Revenue
Run-Rate.  The Aggregate Consenting Revenue Run-Rate shall be
at least equal to 80.0% of the Aggregate Base Revenue Run-Rate.

       

      6.2          Additional Conditions to
Obligations of Parent and Merger Sub.  The obligations of
Parent and Merger Sub to effect the Merger are subject to the satisfaction of,
or waiver by Parent, on or prior to the Closing Date of the following additional
conditions:

       

      (a)           Representations and
Warranties.  The representations and warranties of the Company
set forth in this Agreement shall be true and correct (disregarding all
qualifications or limitations as to “materiality,” “Material Adverse Effect” and
words of similar import set forth therein) as of the date hereof and at and as
of the Closing Date as if made at and as of the Closing Date (except to the
extent such representations and warranties expressly relate to an earlier date,
in which case as of such earlier date), except where the failure of such
representations and warranties to be so true and correct would not, individually
or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Parent shall have received a certificate of an executive officer of the Company
to the effect of the foregoing.

       

      (b)           Performance of Obligations
of the Company.  The Company shall have performed in all
material respects and complied in all material respects with all agreements and
covenants required to be performed or complied with by it under this Agreement
at or prior to the Closing Date.  Parent shall have received a
certificate of an executive officer of the Company to such effect.

       

      (c)           Registered Investment
Company Approvals.  (i) Each Registered Investment Company
shall have obtained Fund Board Approval and Fund Shareholder Approval (except to
the extent such shareholder approval is not required by law for the
effectiveness of such new advisory agreement) of a new Advisory Contract and
such approvals shall remain in full force and effect (and be effective after
giving effect to the Closing), and such Advisory Contract shall be in full force
and effect with Aston, and (ii) no less than nine of the Board Nominees for the
Registered Investment Companies shall have been duly elected to the board of
each such Registered Investment Company in accordance with applicable laws and
the organizational documents of such Registered Investment Company (including by
obtaining Fund Board Approval and Fund Shareholder Approval), and such elected
Board Nominees shall constitute all of the trustees of each board of each such
Registered Investment Company immediately following the Closing. Each Registered
Investment Company shall have obtained Fund Board Approval of the Sub Advisory
Contracts, and each of the Sub Advisory Contracts, side letters and other
ancillary agreements identified on Section 6.2(c) of the Company Disclosure
Schedule, shall remain in full force and effect with Aston, and no notice of
termination shall have been provided with respect to any of such Sub Advisory
Contracts, side letters or ancillary agreements and the side letter identified
on Section 6.2(c)(i) of the Company Disclosure Schedule shall not have been
amended or modified, nor shall any of the rights therein have been waived, in
any respect that is adverse to Aston or the Company.


      
        
           


        

        
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      (d)           Ancillary Agreements.
(i) At the Effective Time, each of the Employment Agreements shall be in full
force and effect and shall not have been amended, and the individuals identified
on Section 6.2(d) of the Company Disclosure Schedule shall be employed by Aston
as of the Closing on a full-time basis, (ii) the Restated LP Agreement shall
have become effective, shall remain in full force and effect, shall not have
been amended and shall not have been breached by the Company or any of the
individuals identified on Section 6.2(d) of the Company Disclosure Schedule and
the Initial Points (as defined in the Restated LP Agreement) shall have been
issued to the Aston Management Owners, and (iii) at the Effective Time, each of
the Partner Non-Competition Agreements shall be in full force and effect and
shall not have been amended.

       

      (e)           Material Adverse
Effect.  Since the date of this Agreement, there shall not have
occurred any changes, circumstances or effects that, individually or in the
aggregate, have had or would reasonably be expected to have a Material Adverse
Effect on the Company.

       

      6.3          Additional Conditions to
Obligations of the Company.  The obligations of the Company to
effect the Merger are subject to the satisfaction of, or waiver by the Company,
on or prior to the Closing Date of the following additional
conditions:

       

      (a)           Representations and
Warranties.  The representations and warranties of the Company
set forth in this Agreement shall be true and correct (disregarding all
qualifications or limitations as to “materiality,” “Material Adverse Effect” and
words of similar import set forth therein) as of the date hereof and at and as
of the Closing Date as if made at and as of the Closing Date (except to the
extent such representations and warranties expressly relate to an earlier date,
in which case as of such earlier date), except where the failure of such
representations and warranties to be so true and correct would not, individually
or in the aggregate, reasonably be expected to have a Material Adverse
Effect.  The Company shall have received a certificate of an executive
officer of Parent to the effect of the foregoing.

       

      (b)           Performance of Obligations
of Parent.  Parent shall have performed in all material
respects and complied in all material respects with all agreements and covenants
required to be performed or complied with by it under this Agreement at or prior
to the Closing Date.  The Company shall have received a certificate of
an executive officer of Parent to such effect.


      
        
           


        

        
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      (c)           Material Adverse
Effect. Since the date of this Agreement, there shall not have occurred
any changes, circumstances or effects that, individually or in the aggregate,
have had or would reasonably be expected to have a Material Adverse Effect on
Parent.

       

      6.4          Frustration of Closing
Conditions.  Neither Parent, Merger Sub nor the Company may
rely on the failure of any condition set forth in this Article VI to be
satisfied if such failure was caused by such party’s breach of a representation,
warranty, covenant or agreement set forth in this Agreement.

       

      ARTICLE
VII.


       

      TERMINATION
AND AMENDMENT

       

      7.1          Termination.  This
Agreement may be terminated at any time prior to the Effective Time, by action
taken or authorized by the Board of Directors (in the case of the Company,
acting upon the recommendation of the Special Committee) of the terminating
party or parties, and except as provided below, whether before or after approval
of the matters presented in connection with the Merger by the stockholders of
the Company:

       

      (a)           By
mutual written consent of Parent and the Company;

       

      (b)           By
either the Company or Parent if the Effective Time shall not have occurred on or
before August 13, 2010 (the “Termination Date”);
provided, however, that the
right to terminate this Agreement under this Section 7.1(b) shall not be
available to any party whose failure to fulfill any obligation under this
Agreement has been a principal cause of, or resulted in, the failure of the
Effective Time to occur on or before the Termination Date and such action or
failure to perform constitutes a breach of this Agreement;

       

      (c)           By
either the Company or Parent if any Governmental Authority shall have issued an
order, decree or ruling or taken any other action permanently restraining,
enjoining or otherwise prohibiting or making illegal the transactions
contemplated by this Agreement, and such order, decree, ruling or other action
shall have become final and nonappealable;

       

      (d)           By
either the Company or Parent if the approval by the stockholders of the Company
required for the consummation of the Merger shall not have been obtained by
reason of the failure to obtain the Required Company Votes at the Company
Stockholders Meeting (or any adjournment or postponement thereof);

       

      (e)           By
Parent if prior to the Company Stockholder Meeting, the Board of Directors of
the Company (acting upon the recommendation of the Special Committee) shall have
failed to recommend or shall have withdrawn or modified or changed in a manner
adverse to Parent its approval or recommendation of this Agreement or the Merger
or shall have approved or recommended a Superior Proposal (or the Board of
Directors of the Company (acting upon the recommendation of the Special
Committee) resolves to do any of the foregoing), (ii) the Company shall fail to
call or hold the Company Stockholders Meeting in accordance with Section 5.1(c)
or (iii) the Company shall have breached any of its material obligations under
Section 5.5;


      
        
           


        

        
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      (f)           By
the Company (i) if there shall have been a breach of any representation,
warranty, covenant or agreement on the part of Parent or Merger Sub contained in
this Agreement such that the conditions set forth in Sections 6.3(a) or 6.3(b)
would not be satisfied and (A) such breach is not reasonably capable of being
cured or (B) in the case of a breach of a covenant or agreement, if such breach
is reasonably capable of being cured, such breach shall not have been cured
prior to the earlier of (I) 10 Business Days following notice of such breach and
(II) the Termination Date; provided, that the Company
shall not have the right to terminate this Agreement pursuant to this Section
7.1(f)(i) if the Company is then in material breach of any of its
representations, warranties, covenants or agreements contained in this Agreement
or (ii) prior to the approval of the Merger and this Agreement by the Required
Company Votes and subject to compliance with the last sentence of Section 5.5(d)
if applicable, the Company’s Board of Directors (acting upon the recommendation
of the Special Committee) determines in good faith after consultation with its
financial advisors and outside legal counsel that failure to terminate this
Agreement would be inconsistent with its fiduciary duties under Applicable
Law;

       

      (g)           By
Parent if there shall have been a breach of any representation, warranty,
covenant or agreement on the part of the Company contained in this Agreement
such that the conditions set forth in Sections 6.2(a) or 6.2(b) would not be
satisfied and (A) such breach is not reasonably capable of being cured or (B) in
the case of a breach of a covenant or agreement, if such breach is reasonably
capable of being cured, such breach shall not have been cured prior to the
earlier of (I) 10 Business Days following notice of such breach and (II) the
Termination Date; provided, that Parent shall not
have the right to terminate this Agreement pursuant to this Section 7.1(g) if
Parent or Merger Sub is then in material breach of any of its representations,
warranties, covenants or agreements contained in this Agreement;

       

      (h)           By
Company if a Material Adverse Effect shall have occurred as to Parent, and by
Parent if a Material Adverse Effect shall have occurred as to the
Company.

       

      7.2          Effect of
Termination.  (a) In the event of termination of this Agreement
by either the Company or Parent as provided in Section 7.1, this Agreement shall
forthwith become void and there shall be no liability or obligation on the part
of Parent, Merger Sub or the Company or their respective officers or directors
except with respect to the first sentence of Section 5.3(c), Section 5.7, this
Section 7.2 and Article VIII; provided, that the termination
of this Agreement shall not relieve any party from any liability for fraud or
for any willful or intentional breach of any representation, warranty, covenant
or agreement in  this Agreement occurring prior to
termination.


      
        
           


        

        
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      (b)           Parent
and the Company agree that if the Company or Parent shall terminate this
Agreement pursuant to Section 7.1(d), the Company shall pay to Parent all of
Parent’s reasonably documented Expenses, up to an aggregate amount of $1,000,000
(the “Parent
Expenses”) within five Business Days after delivery to the Company of
written notice of the amount of such Parent Expenses. Parent and the Company
agree that if:  (i) Parent shall terminate this Agreement pursuant to
Section 7.1(e); or (ii) the Company shall terminate this Agreement pursuant to
Section 7.1(f)(ii); or (iii) if (x) the Company or Parent shall terminate this
Agreement pursuant to Section 7.1(d) or Parent shall terminate this Agreement
pursuant to Section 7.1(g), (y) at the time of the event giving rise to such
termination there shall exist an Acquisition Proposal with respect to the
Company that has been publicly disclosed or announced or otherwise disclosed to
the Board of Directors (or Special Committee) of the Company, and (z) within 12
months of the termination of this Agreement, (I) the Company enters into a
definitive agreement with respect to any Acquisition Proposal (whether or not
such Acquisition Proposal was commenced, publicly disclosed, publicly proposed
or otherwise communicated to the Company prior to such termination) and such
Acquisition Proposal is subsequently consummated or (II) the Company consummates
any Acquisition Proposal (whether or not such Acquisition Proposal was
commenced, publicly disclosed, publicly proposed or otherwise communicated to
the Company prior to such termination), then the Company shall pay to Parent an
amount equal to $3.6 million less any previously paid Parent Expenses paid by
the Company pursuant to the first sentence of this Section 7.2(b), if any (the
“Termination
Fee”); provided, that, for purposes of
this Section 7.2(b), the term “Acquisition Proposal” shall have the meaning
assigned to such term in Section 8.11(a), except that the references to “more
than 20%” and “at least 80%” in the definition of “Acquisition Proposal” shall
be deemed to be references to “more than 50%” and “at least 50.1%”,
respectively.

       

      (c)           The
Termination Fee, if any, required to be paid pursuant to Section 7.2(b) shall be
paid to Parent at or prior to the time of termination, or if payable only upon
the subsequent consummation by the Company of an Acquisition Proposal, then at
or prior to the time of such event.  All payments under this Section
7.2 shall be made by wire transfer of immediately available funds to an account
designated by Parent.

       

      (d)           The
Company acknowledges that the agreements contained in this Section 7.2 are
an integral part of the transactions contemplated by this Agreement and are not
a penalty, and that, without these agreements, Parent would not enter into this
Agreement.  If the Company fails to pay promptly the fee due pursuant
to this Section 7.2, the Company will also pay to Parent Parent’s reasonable
costs and expenses (including legal fees and expenses) in connection with any
action, including the filing of any lawsuit or other legal action, taken to
collect payment, together with interest on the amount of the unpaid fee under
this Section 7.2, accruing from its due date, at an interest rate per annum
equal to two percentage points in excess of the prime commercial lending rate
quoted by Citibank, N.A.  Any change in the interest rate hereunder
resulting from a change in such prime rate will be effective at the beginning of
the date of such change in such prime rate.


      
        
           


        

        
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      7.3          Amendment.  This
Agreement may be amended by the parties hereto (or successors thereto), by
action taken or authorized by their respective Boards of Directors (in the case
of the Company, acting upon the recommendation of the Special Committee), at any
time before or after approval of the matters presented in connection with the
Merger by the stockholders of the Company, but, after any such approval, no
amendment shall be made which by law requires further approval by such
stockholders without such further approval.  This Agreement may not be
amended except by an instrument in writing signed on behalf of each of the
parties hereto (or successors thereto).

       

      7.4          Extension;
Waiver.  At any time prior to the Effective Time, the parties
hereto, by action taken or authorized by their respective Boards of Directors
(in the case of the Company, acting upon the recommendation of the Special
Committee), may, to the extent legally allowed, (i) extend the time for the
performance of any of the obligations or other acts of the other parties hereto,
(ii) waive any inaccuracies in the representations and warranties contained
herein or in any document delivered pursuant hereto and (iii) waive compliance
with any of the agreements or conditions contained herein.  Any
agreement on the part of a party hereto to any such extension or waiver shall be
valid only if set forth in a written instrument signed on behalf of such
party.  The failure of any party to this Agreement to assert any of
its rights under this Agreement or otherwise shall not constitute a waiver of
those rights.

       

      ARTICLE
VIII.


       

      GENERAL
PROVISIONS

       

      8.1          No
Survival.  None of the representations, warranties, covenants
and other agreements in this Agreement or in any instrument delivered pursuant
to this Agreement, including any rights arising out of any breach of such
representations, warranties, covenants and other agreements, shall survive the
Effective Time, except for those covenants and agreements contained herein and
therein that by their terms apply or are to be performed in whole or in part
after the Effective Time and this Article VIII.

       

      8.2          Notices.  All
notices and other communications hereunder shall be in writing and shall be
deemed duly given (a) on the date of delivery if delivered personally, or by
facsimile, upon confirmation of receipt, (b) on the first Business Day following
the date of dispatch if delivered by a recognized next-day courier service, or
(c) on the fifth Business Day following the date of mailing if delivered by
registered or certified mail, return receipt requested, postage
prepaid.  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:

       

      (a)           if
to Parent or Merger Sub, to:

       

      Affiliated
Managers Group, Inc.

      600 Hale
Street

      Prides
Crossing, MA 01965

      Attention:  John
Kingston, III

      Facsimile
No.: 617-747-3380


      
        
           


        

        
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      with a
copy (which shall not constitute notice) to

       

      Ropes
& Gray LLP

      One
International Place

      Boston,
Massachusetts 02110

      Attention:
William M. Shields

      Facsimile
No.: 617-951-7050

       

      (b)           if
to the Company to:

       

      Highbury
Financial Inc.

      999 18th
Street

      Suite
3000

      Denver,
Colorado 80202

      Attention:  Chief
Financial Officer

      Facsimile
No.: 646-224-8222

      


      with a
copy (which shall not constitute notice) to

       

      Bingham
McCutchen LLP

      399 Park
Avenue

      New York,
New York  10022

      Attention:
Floyd I. Wittlin

      Facsimile
No.: 212-752-5378

       

      with a
copy (which shall not constitute notice) to

       

      Debevoise
& Plimpton LLP

      919 Third
Avenue

      New York,
New York  10022

      Attention:
Michael W. Blair

      Facsimile
No.: 212-521-7531

       

      8.3          Interpretation.  When
a reference is made in this Agreement to Sections, Exhibits or Schedules, such
reference shall be to a Section of or Exhibit or Schedule to this Agreement
unless otherwise indicated.  The table of contents, index of defined
terms and 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 “include”, “includes” or “including”
are used in this Agreement, they shall be deemed to be followed by the words
“without limitation”.

       

      8.4          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 party, it being understood that both parties need not sign the same
counterpart.


      
        
           


        

        
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      8.5          Entire Agreement; No Third
Party Beneficiaries.  (a) 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, other
than the Confidentiality Agreements, which shall survive the execution and
delivery of this Agreement.

       

      (b)           This
Agreement shall be binding upon and inure solely to the benefit of each party
hereto, 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, other than Sections 5.6 and 5.8
(which are intended to be for the benefit of the Persons covered thereby and may
be enforced by such Persons).

       

      8.6          Governing
Law.  This Agreement shall be governed and construed in
accordance with the laws of the State of Delaware, regardless of the laws that
might otherwise govern under applicable principles of conflicts of laws
thereof.

       

      8.7          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.

       

      8.8          Assignment.  Neither
this Agreement nor any of the rights, interests or obligations hereunder shall
be assigned by any of the parties hereto, in whole or in part (whether by
operation of law or otherwise), without the prior written consent of the other
party, and any attempt to make any such assignment without such consent shall be
null and void, except that Merger Sub may assign, in its sole discretion, any or
all of its rights, interests and obligations under this Agreement to any
wholly-owned Subsidiary of Parent without the consent of the Company, but no
such assignment shall relieve Parent or Merger Sub of any of its obligations
under this Agreement.  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 and assigns.


      
        
           


        

        
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      8.9          Enforcement.  (a)
The parties agree that irreparable damage would occur in the event that any of
the provisions of this Agreement were not performed in accordance with their
specific terms.  It is accordingly agreed that the parties shall be
entitled to specific performance of the terms hereof, this being in addition to
any other remedy to which they are entitled at law or in equity.  In
addition and notwithstanding any prior agreement of the parties to the contrary,
each of the parties hereto (i) consents to submit itself to the personal
jurisdiction of any court of the United States located in the State of Delaware
or of the Court of Chancery of the State of Delaware in the event any dispute
arises out of this Agreement or the transactions contemplated by this Agreement,
(ii) agrees that it will not attempt to deny or defeat such personal
jurisdiction by motion or other request for leave from any such court and (iii)
agrees that it will not bring any action relating to this Agreement or the
transactions contemplated by this Agreement in any court other than a court of
the United States located in the State of Delaware or the Court of Chancery of
the State of Delaware.

       

      (b)           EACH
OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY
JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.

       

      (c)           No
party to this Agreement shall be liable to any other party to this Agreement or
to any successor, assignee or third party beneficiary or any other Person
asserting claims derivatively through such party for any punitive or special
damages that the other party may suffer in connection with this Agreement or the
transactions contemplated hereby.

       

      8.10        Definitions.  As
used in this Agreement:

       

      (a)           “Acquisition Proposal”
means any (i) a transaction pursuant to which any Person (or group of Persons)
(other than Parent or its Affiliates), directly or indirectly, acquires or would
acquire more than 20% of the outstanding shares of Company Common Stock or
outstanding voting power or of any new series or new class of preferred stock
that would be entitled to a class or series vote with respect to the Merger,
whether from the Company or pursuant to a tender offer or exchange offer or
otherwise, (ii) a merger, share exchange, consolidation or other business
combination involving the Company (other than the Merger), (iii) any transaction
pursuant to which any Person (or group of Persons) (other than Parent or its
Affiliates) acquires or would acquire control of assets (including for this
purpose the outstanding equity securities of subsidiaries of the Company and
securities of the entity surviving any merger or business combination including
any of the Company’s Subsidiaries) of the Company, or any of its Subsidiaries
representing more than 20% of the fair market value of all the assets, net
revenues or net income of the Company and its Subsidiaries, taken as a whole,
immediately prior to such transaction, or (iv) any other consolidation, business
combination, recapitalization or similar transaction involving the Company or
any of its Subsidiaries, other than the transactions contemplated by this
Agreement, as a result of which the holders of shares of Company Common Stock
immediately prior to such transactions do not, in the aggregate, own at least
80% of the outstanding shares of common stock and the outstanding voting power
of the surviving or resulting entity in such transaction immediately after the
consummation thereof in substantially the same proportion as such holders held
the shares of Company Common Stock immediately prior to the consummation
thereof.


      
        
           


        

        
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      (b)           “Advisory Contract”
shall mean any investment management, advisory or sub-advisory contract, or any
other contract, agreement or understanding (whether written or oral), pursuant
to which Aston provides Investment Management Services to any
Client.

       

      (c)           “Affiliate” means,
with respect to any Person, any other Person that directly, or through one or
more intermediaries, controls or is controlled by or is under common control
with such Person.

       

      (d)           “Aggregate Base Revenue
Run-Rate” shall mean $44,202,900, as illustrated on Schedule 8.10(d) of
the Company Disclosure Schedule.

       

      (e)           “Aggregate Closing Revenue
Run-Rate” shall mean the sum of the Revenue Run-Rates calculated
consistent with the methodology used to calculate the Aggregate Base Revenue
Run-Rate but calculated as of the Closing Measurement Date for all Clients that
have provided Consent as of the Closing Date (and which Consent remains in full
force and effect as of the Closing Date).

       

      (f)      
     “Aggregate Consenting Revenue
Run-Rate” shall mean the sum of the Revenue Run-Rates with respect to
each applicable Client party to an Advisory Contract that delivers a Consent in
accordance with Section 5.4(c) as of the Closing Measurement Date, calculated
consistent with the methodology used to calculate the Aggregate Base Revenue
Run-Rate but calculated as of the Closing Measurement Date and based upon (i)
the fee schedule as in effect as of the Closing Measurement Date under such
Advisory Contract and (ii) (x) the assets under management pursuant to such
Advisory Contract as of the Base Date plus (y) asset
inflows during the period commencing on the Base Date and ending on the Closing
Measurement Date, minus (z) asset
outflows during the period commencing on the Base Date and ending on the Closing
Measurement Date.  Notwithstanding the foregoing, Aggregate Consenting
Revenue Run-Rate shall not include any increase or decrease in revenue resulting
solely from market movements since the Base Date.

       

      (g)           “Aggregate Merger
Consideration” shall mean 1,748,879 shares of Parent Common Stock,
provided that if the Aggregate Consenting Revenue Run-Rate at the date of
Closing is less than 90% of the Aggregate Base Revenue Run-Rate, the Aggregate
Merger Consideration will be reduced by the number of shares equal to: (i) the
product of (x) 9.453 times
(y) 90% of the Aggregate Base Revenue Run-Rate minus
the Aggregate Consenting Revenue Run-Rate at the date of Closing times
(z) 28.0% divided
by (ii) the Parent Reference Price.


      
        
           


        

        
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      (h)          
“Applicable
Law” means, with respect to any Person, any international, national,
federal, provincial, state or local law (statutory, common or otherwise),
constitution, treaty, convention, ordinance, code, rule, regulation or other
similar requirement enacted, adopted, promulgated, proposed or applied by a
Governmental Authority that is binding upon or applicable to such Person, as
amended unless expressly specified otherwise.

       

      (i)     
      “Board of Directors”
means the Board of Directors of any specified Person and any committees
thereof.

       

      (j)       
    “Business Day” means
any day, other than Saturday, Sunday or a day on which banks in New York, NY or
Boston, MA are generally closed.

       

      (k)           “Client” shall mean
any Person to whom (or, in the case of a Proprietary Fund or wrap program or
managed account program where Aston’s Advisory Contract is with the Program
Sponsor thereof, in respect of whom) Aston provides (directly or indirectly)
Investment Management Services (including, in the case of a Proprietary Fund,
both such Proprietary Fund and each investor therein, and in the case of a
Program Sponsor, both such Program Sponsor and each participant therein in
respect of whom Aston provides (directly or indirectly) Investment Management
Services).

       

      (l)      
     “Closing Measurement
Date” means the last Business Day of the calendar month immediately
preceding the calendar month in which the Closing Date occurs.

       

      (m)           “Company Intellectual
Property” means the Intellectual Property currently used in connection
with the business of the Company or any of its Subsidiaries or owned or held for
use by the Company or any of its Subsidiaries.

       

      (n)           “Consent”
means:

       

      (i)           With
respect to a Client whose Advisory Contract is in effect as of the date of this
Agreement and by its terms and/or under Applicable Law terminates (or gives rise
to a right of termination) upon the consummation of the Merger, that Aston shall
have entered into a new Advisory Contract with such Client (effective as of the
Closing) on substantially identical terms (and identical with respect to fee
rates) as the Advisory Contract existing on the date of this Agreement, which
new Advisory Contract has been (and remains) duly authorized and approved under
Applicable Law (including with respect to each Advisory Contract of a Registered
Investment Company subject to this clause (A), by its Fund Board Approval and
(except in the case of any Registered Investment Company that is not a
Proprietary Fund and for which no shareholder approval is required under
Applicable Law) Fund Shareholder Approval having been obtained and remaining in
full force and effect) and will be in full force and effect after giving effect
to the Closing;

       

      (ii)           With
respect to a Client whose Advisory Contract is in effect as of the date of this
Agreement (other than any Advisory Contract with an Investment Company) and does
not by its terms or under Applicable Law terminate upon the consummation of the
Merger, that Aston shall have obtained the written consent of such Client to the
continuation of such Advisory Contract notwithstanding the consummation of the
Merger (which consent has been duly obtained by Aston under Applicable Law and
has not been withdrawn), and such Advisory Contract will be in full force and
effect between Aston and such Client (and will not have been breached) after
giving effect to the Closing;


      
        
           


        

        
          66

          
            

          

        

        
           


        

      


      (iii)           With
respect to a Client that is an Investment Company (other than a Registered
Investment Company) whose Advisory Contract is in effect as of the date of this
Agreement, that Aston (x) shall have obtained the consent and approval (as
applicable) of any governing body of such Investment Company and of its
investors required by the constituent documents of such Investment Company and
Applicable Law of the continuation of such existing Advisory Contract
notwithstanding the consummation of the Merger (to the extent any such Advisory
Contract may, under the constituent documents of such Investment Company and
Applicable Law, continue in effect following the Merger with such consent)
(which consent has been duly obtained by Aston under the constituent documents
of such Investment Company and under Applicable Law and has not been withdrawn)
or (y) that Aston shall have entered into a new Advisory Contract with such
Client (effective as of the Closing) on substantially identical terms (and
identical with respect to fee rates) as the Advisory Contract existing on the
date of this Agreement (which new Advisory Contract has been (and remains) duly
authorized and approved under the constituent documents of such Investment
Company and Applicable Law), and in either such case such Advisory Contract will
be in full force and effect between Aston and such Client (and will not have
been breached) after giving effect to the Closing; and

       

      (iv)           With
respect to a Client whose Advisory Contract is entered into after the date of
this Agreement, that Aston shall have obtained the written consent of such
Client to the continuation of such Advisory Contract notwithstanding the
consummation of the Merger (which consent has been duly obtained by Aston under
Applicable Law and has not been withdrawn), and such Advisory Contract will be
in full force and effect between Aston and such Client (and will not have been
breached) after giving effect to the Closing;

       

      provided, however, that in any
of the foregoing cases (i)-(iv), any Client who has informed the Company or any
Subsidiary thereof of (x) its intention to terminate its Advisory Contract or
investment relationship with Aston (whether such termination is to occur prior
to or following the Closing), or (y) such Client’s objection (or other
non-consent) to the assignment or deemed assignment of its Advisory Contract
resulting from the Merger, shall be deemed not to have provided its Consent for
any purpose under this Agreement;

       

      provided, further, that in any
of the foregoing cases (i)-(iv), no Client shall be deemed to have given its
Consent if after the Base Date and prior to the Closing the Company or any of
its Subsidiaries or any of their respective directors, officers, members of the
board of managers, partners, employees, representatives or agents has agreed or
entered into an understanding to cap, reduce, waive, reimburse or otherwise
modify the fees payable by (or in respect of) such Client in connection with
obtaining such Client’s consent to the Merger (other than any such effective fee
reductions that are disclosed to Parent in writing prior to the Closing);
and


      
        
           


        

        
          67

          
            

          

        

        
           


        

      


      provided, further, that in any
of the foregoing cases (i)-(iv) involving a Client where the advisory
relationship between Aston and such Client is through a Program Sponsor, such
Client shall not be deemed to have provided its Consent for any purpose under
this Agreement unless the Company or its applicable Subsidiary also shall have
(x) obtained the written consent of the Program Sponsor to the continuation of
Aston’s existing Master Agreement notwithstanding the consummation of the Merger
(to the extent any such Master Agreement may, by its terms and under Applicable
Law, continue in effect following the Merger with such consent) (which consent
has been duly obtained by Aston under the terms of such Master Agreement and
under Applicable Law and has not been withdrawn) or (y) entered into a new
Master Agreement with such Program Sponsor (effective as of the Closing) on
substantially identical terms (and identical with respect to fee rates) as the
Master Agreement existing on the date of this Agreement (which new Master
Agreement has been (and remains) duly authorized and approved under Applicable
Law), and in either such case such Master Agreement will be in full force and
effect between Aston and such Client after giving effect to the
Closing.

       

      (o)           “Contract” means any
note, bond, mortgage, indenture, guarantee, other evidence of indebtedness,
lease, license, contract, agreement or other instrument or obligation (written
or oral) to which the Company or any of its Subsidiaries is a party or by which
any of them or any of their properties or assets is bound (other than Advisory
Contracts) and, in the case of any such Subsidiary, which (i) does not terminate
or is otherwise not cancelable within 90 days without penalty, cost or liability
and requires payments by such Subsidiary in excess of $100,000 per year, (ii)
contains any provisions restricting the ability of such Subsidiary to compete or
engage in any business activity in any location, (iii) relates to any material
Company Intellectual Property that is owned or used by such Subsidiary, (iv)
contains provisions requiring future contingent or definitive “earnout” or
similar payments to be made by such Subsidiary, (v) is with a third party
sub-advisor, sub-administrator, distributor, consultant or other third
party performing similar services, (vi) relates to indebtedness for money
borrowed or lent by such Subsidiary (or other financing arrangements having the
economic effect of indebtedness), (vii) is a Lease, (viii) relates to
compensation arrangements with, and/or noncompetition and/or nonsolicitation
restrictions on, any Aston Management Owner or any other employee of such
Subsidiary, (ix) relates to any joint venture, strategic alliance, partnership
or other similar contract involving a sharing of profits or expenses or payments
based on revenues or assets under management, (x) is between such Subsidiary, on
the one hand, and any Affiliate thereof, on the other hand, or (xi) is otherwise
material to the business or operations of such Subsidiary.


      
        
           


        

        
          68

          
            

          

        

        
           


        

      


      (p)           “Current Assets”
means, collectively, cash and cash equivalents, investments, accounts
receivable, prepaid expenses and prepaid taxes and any other current assets of
the Company calculated in accordance with GAAP as applied by the Company and its
Subsidiaries on a basis consistent with prior periods, in all cases, giving pro
forma effect to the Closing, but excluding any prepaid asset resulting from the
Company’s purchase of director and officer tail insurance as required by Section
5.8.

       

      (q)           “Exchange Ratio” means
(x) the Aggregate Merger Consideration divided
by (y) the number of shares of Company Common Stock outstanding at the
time of Closing (including the Converted Shares).

       

      (r)           “Excluded Accounts”
means, with respect to the accounts set forth on Schedule 8.10(r) of the Company
Disclosure Schedule, all of the assets under management in such accounts,
including any increases to such accounts and/or amounts contained in accounts
related thereto.

       

      (s)           “Expenses” means all
reasonable out-of-pocket expenses (including all fees and expenses of counsel,
accountants, investment bankers, experts and consultants to a party hereto and
its Affiliates) incurred by a party or on its behalf in connection with or
related to the authorization, preparation, negotiation, execution and
performance of this Agreement and the transactions contemplated hereby,
including the preparation, printing, filing and mailing of the Registration
Statement, Proxy Statement, the Notices and proxy solicitation materials and the
solicitation of Company stockholder and Fund shareholder approvals and all other
matters related to the transactions contemplated hereby.

       

      (t)           “Fee Reductions” shall
mean, with respect to a particular Advisory Contract or administrative
agreement, any fee or expense waiver or rebate, reimbursement obligation,
distribution or sales charge or fee (including any mutual fund supermarket fee
and, in the case of administrative fees, any sub-administrative fee) or other
fee reduction or offset paid, incurred or otherwise borne, directly or
indirectly, by the Company or any of its Subsidiaries in respect of such
Advisory Contract (including any such waiver, rebate, obligation, charge, fee,
reduction or offset deducted directly by or on behalf of a Client from the fee
otherwise payable by such Client to the Company or one of its Subsidiaries under
such Advisory Contract).

       

      (u)           “Governmental
Authority” shall mean any domestic or foreign federal, state or local
court, administrative or regulatory agency or commission or other governmental
entity or instrumentality, quasi-governmental body or SRO.

       

      (v)           “Immediate Family”
means, with respect to any natural person, (a) such person’s spouse, parents,
grandparents, children, grandchildren and siblings, (b) such person’s former
spouse(s) and current spouses of such person’s children, grandchildren and
siblings, and (c) estates, trusts, partnerships and other entities of which a
material portion of the interest are held directly or indirectly by the
foregoing.


      
        
           


        

        
          69

          
            

          

        

        
           


        

      


      (w)           “Intellectual
Property” means all U.S. and foreign intellectual property, including,
patents, patent applications and inventions; trademarks, service marks, trade
names, trade dress, logos, including registrations and applications for the
registration thereof; copyrights and registrations thereof; Internet domain name
registrations; confidential and proprietary information, including trade secret
rights, technologies, techniques and processes; computer software, programs and
databases in any form, all versions, updates, corrections, enhancements,
replacements, and modifications thereof, and all documentation related thereto,
and including rights under and with respect to all applications, registrations,
continuations, divisions, renewals, extensions and reissues of the
foregoing.

       

      (x)       
    “Investment Company”
shall have the meaning provided in the Investment Company Act, provided that for
purposes of this Agreement the term Investment Company shall include persons
that would be an investment company, as defined in that Act, but for the
exemption contained in Section 3(c)(1), the final clause of Section 3(c)(3),
Section 3(c)(7), or Section 3(c)(11) of the Investment Company Act.

       

      (y)           “Investment Management
Services” means any services which involve (a) the management of an
investment account or fund (or portions thereof or a group of investment
accounts or funds) for compensation, (b) the giving of advice with respect to
the investment and/or reinvestment of assets or funds (or any group of assets or
funds) for compensation or (c) otherwise acting as an “investment adviser”
within the meaning of the Advisers Act, and performing activities related or
incidental thereto.

       

      (z)        
   “knowledge” means,
with respect to the Company, the actual knowledge of any of (i) the Aston
Management Owners and (ii) Richard S. Foote and R. Bradley Forth, in each case
after reasonable inquiry of the officer or employee of the Company and/or its
Subsidiaries with primary responsibility for the applicable subject
matter.

       

      (aa)         “Leases” shall mean,
with respect to any Person, all leases (including subleases, licenses, any
occupancy agreement and any other agreement) of real or personal property in
excess of $100,000 per year, in each case to which such Person or any of its
Subsidiaries is a party, whether as lessor, lessee, guarantor or otherwise, or
by which any of them or their respective properties or assets are bound, or
which otherwise relate to the operation of their respective
businesses.

       

      (bb)         “Liabilities” means,
collectively, income taxes payable, dividends payable, ordinary course trade
accounts payable and accrued expenses and any other unpaid liabilities of the
Company accrued in accordance with GAAP as applied by the Company and its
Subsidiaries on a basis consistent with prior periods, in all cases, giving pro
forma effect to the Closing.

       

      (cc)         “Management Agreement”
means that certain Management Agreement, dated as of August 10, 2009, by and
among Aston and the other parties thereto.

       

      
        
          
             


          

          
            70

            
              

            

          

          
             


          

        

      

      


      (dd)         “Material Adverse
Effect” means, with respect to any Person, any change, circumstance,
event, development or effect that is or would be reasonably likely to be
materially adverse to the assets, liabilities, business, financial condition or
results of operations of such entity and its Subsidiaries, taken as a whole, or
that would reasonably be expected to materially impair or materially delay the
ability of such Person to consummate the transactions contemplated by this
Agreement, other than any change, circumstance, event, development or effect
relating to:  (i) changes in general economic conditions or
securities markets in general (unless there is a disproportionate effect on such
Person); (ii) the industries in which such Person operates (unless there is
a disproportionate effect on such Person); (iii) a reduction in the level of
assets under management or revenue run-rate of the Company in and of itself (for
the avoidance of doubt, any underlying cause for such reduction shall not be
excluded by this clause (iii)); (iv) the execution, delivery or announcement of
this Agreement or the announcement, pendency or anticipated consummation of the
transactions contemplated by this Agreement and the Merger; (v) any changes
(after the date hereof) in GAAP or Applicable Law or principles or
interpretations thereof; (vi) failure to meet any published analyst estimates or
expectations of revenue, earnings or other financial performance or results of
operations for any period, or any failure in and of itself to meet internal or
published projections, budgets, plans or forecasts of revenues, earnings or
other financial performance or results of operations provided in each case that
the underlying reason for any such failure may be considered; or (vii) any
failure by the Company to take any action referred to in Section 4.1, provided
that such action in and of itself is not material and adverse to the Company,
due to Parent’s withholding of consent following notice from the Company that
the withholding of such consent would reasonably be expected to have a Material
Adverse Effect on the Company.

       

      (ee)  
       “NYSE” means the New
York Stock Exchange, Inc.

       

      (ff)           “Parent Reference
Price” means $66.90, as appropriately adjusted for any stock splits,
reverse stock splits, stock dividends, recapitalizations or other similar
transactions.

       

      (gg)         “Permitted
Encumbrances” means (i) any liens for taxes or other governmental charges
not yet due and payable or the amount or validity of which is being contested in
good faith, (ii) carriers’, warehousemen’s, mechanics’, materialmen’s,
repairmen’s, workmen’s, landlords’ or other similar liens, (iii) pledges or
deposits in connection with workers’ compensation, unemployment insurance and
other social security legislation, (iv) Encumbrances that do not materially
impair the continued use or operation of the property to which they relate or
the conduct of the business of a Person and its Subsidiaries as presently
conducted and (v) immaterial easements, rights of way or other similar matters
or restrictions or exclusions which would be shown by a current title report or
other similar report.


      
        
           


        

        
          71

          
            

          

        

        
           


        

      


      (hh)         “Person” means an
individual, corporation, limited liability company, partnership, association,
trust, unincorporated organization, other entity or group (as defined in the
Exchange Act).

       

      (ii)           “Revenue Run-Rate”
means, with respect to a particular Advisory Contract or admininistration
agreement, as of any date of determination, the annual asset-based advisory,
sub-advisory or administrative (as applicable) fees (other than any incentive or
performance-based fees, and net of any Fee Reductions) related thereto , in each
case payable to Aston thereunder based upon the advisory, sub-advisory or
administrative fee schedule (as applicable) as in effect as of such date under
such Advisory Contract or administration agreement, as the case may be, and the
assets under management pursuant to such Advisory Contract or administration
agreement, as the case may be, as of such date (or for purposes of calculating
the Aggregate Consenting Revenue Run-Rate, as of the Base Date and further
adjusted in such definition).  Notwithstanding the foregoing, Revenue
Run-Rate shall not include separate account referral fees, interest income, the
BNP money market administration fee or the Excluded Accounts, consistent with
the methodology used to calculate the Aggregate Base Revenue
Run-Rate.

       

      (jj)       
    “Special Committee”
means a committee of the Board of Directors of the Company formed on July 23,
2009 for the purpose of, among other things, evaluating, and making a
recommendation to the full Board of Directors of the Company with respect to,
this Agreement and the transactions contemplated hereby, including the Merger,
and shall include any successor committee to the Special Committee existing as
of the date of this Agreement or any reconstitution thereof.

       

      (kk)          “Special Dividend
Amount” is the amount equal to (x) the Working Capital as of the Closing
Measurement Date less
(y) the Working Capital Requirement less
(z) the Transaction Expenses to the extent not included in Working
Capital.

       

      (ll)      
     “Sub-Advisory
Contracts” means those contracts listed on Schedule 8.10(ll) of the
Company Disclosure Schedule.

       

      (mm)      
 “Subsidiaries” means
any and all corporations, partnerships, limited liability companies and other
entities with respect to which any Person, directly or indirectly, (i) owns
securities having the power to vote for members of the board of directors or
similar body governing the affairs of such entity or (ii) otherwise possesses
the power to direct or cause the direction of the management and policies of
such entity, whether through the ownership of voting securities, by contract, as
trustee or executor, as general partner or otherwise.


      
        
           


        

        
          72

          
            

          

        

        
           


        

      


      (nn)         “Superior Proposal”
means any unsolicited bona fide written Acquisition Proposal to acquire,
directly or indirectly a majority of the voting power of the outstanding shares
of the Company capital stock or all or substantially all of the assets of the
Company and its Subsidiaries, taken as a whole, on terms that the Board of
Directors of the Company (acting upon the recommendation of the Special
Committee) determines in its good faith judgment (after consultation with its
financial advisor, taking into account all the terms and conditions of the
Acquisition Proposal) would, if consummated, result in a transaction that is
more favorable to the Company’s stockholders, from a financial point of view,
than this Agreement and the Merger, taken as a whole, and that is reasonably
capable of being completed.  Reference to “this Agreement” and “the
Merger” in this definition shall be deemed to include any proposed alteration of
the terms of this Agreement or the Merger that are agreed to by Parent after it
receives written notice from the Company pursuant to Section 5.5(d) of the
existence of, the identity of the Person making, and the terms and conditions
of, any Acquisition Proposal.

       

      (oo)         “Tax” or “Taxes” means all
federal, state, local, foreign and other taxes, levies, imposts, assessments,
impositions or other similar government charges, including income, estimated
income, business, occupation, franchise, real property, payroll, personal
property, sales, transfer, stamp, use, escheat, employment-related, commercial
rent or withholding, net worth, occupancy, premium, gross receipts, profits,
windfall profits, deemed profits, license, lease, severance, capital,
production, corporation, ad valorem, excise, duty, utility, environmental,
value-added, recapture or other taxes, including any interest, penalties and
additions (to the extent applicable) thereto, whether disputed or
not.

       

      (pp)         “Tax Authority” or
“Taxing
Authority” means 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.

       

      (qq)         “Tax Return” means any
report, return, document, declaration or other information or filing and any
schedule or attachment thereto or amendment thereof, required to be supplied to
any Taxing Authority or jurisdiction (foreign or domestic) with respect to
Taxes, including information returns, claim for refund, any documents with
respect to or accompanying payments of estimated Taxes, or with respect to or
accompanying requests for the extension of time in which to file any such
report, return, document, declaration or other information.

       

      (rr)           “the other party”
means, with respect to the Company, Parent and means, with respect to Parent,
the Company.

       

      (ss)          “Transaction Expenses”
means all unpaid fees to financial advisers and other consultants, severance,
stay bonus or other payments to employees payable as a result of or payable upon
consummation of the Merger, including the severance payments disclosed on
Section 8.10(ss) of the Company Disclosure Schedule, and any other expenses of
the Company related to the Merger, in each case, which are unpaid as of the time
that Working Capital is calculated.


      
        
           


        

        
          73

          
            

          

        

        
           


        

      


      (tt)           “Working Capital”
means, as of any date, the Current Assets minus the
Liabilities, in each case of the Company and its Subsidiaries on a consolidated
basis and determined in accordance with GAAP, as applied by the Company and its
Subsidiaries on a basis consistent with prior periods, except that for purposes
of calculating Working Capital, Liabilities shall not include the amount
of  (x) any deferred rent or (y) any of the contingent liabilities set
forth on Section 8.10(tt) of the Company Disclosure Schedule.

       

      (uu)         “Working Capital
Requirement” means an amount equal to $5,000,000.

      


      [Signature
page follows]


      
        
           


        

        
          74

          
            

          

        

        
           


        

      


      IN
WITNESS WHEREOF, Parent, Merger Sub and the Company have caused this Agreement
to be signed by their respective officers thereunto duly authorized, all as of
the date first above-written.

       

      
        
          
            	 
      	
                    AFFILIATED
      MANAGERS GROUP, INC.

                  
	 
      	 
      
	 
      	
                    By:

                  	/s/
      Jay Horgen
	 
      	 
      	
                    Name: 
      Jay Horgen

                  
	 
      	 
      	
                    Title:   
      Executive Vice
President

                  


          

        

      

      


      
        
          
            	 
      	
                    MANOR
      LLC

                  
	 
      	 
      
	 
      	
                    By:

                  	/s/
      Jay Horgen
	 
      	 
      	
                    Name: 
      Jay Horgen

                  
	 
      	 
      	
                    Title:   
      Executive Vice
President

                  


          

        

      

      


      
        
          
            	 
      	
                    HIGHBURY
      FINANCIAL INC.

                  
	 
      	 
      
	 
      	
                    By:

                  	/s/
      Richard S. Foote
	 
      	 
      	
                    Name: 
      Richard S. Foote

                  
	 
      	 
      	
                    Title:    President
      and Chief Executive
Officer

                  


          

        

      


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      INDEX OF
DEFINED TERMS

       

      “Accounting Referee”
has the meaning set forth in Section 5.2(d).

       

      “Acquisition Proposal”
has the meaning set forth in Section 8.10(a).

       

      “Action” has the
meaning set forth in Section 3.1(j).

       

      “Advisory Contract”
has the meaning set forth in Section 8.10(b).

       

      “Affiliate” has the
meaning set forth in Section 8.10(c).

       

      
        “Aggregate Base Revenue
Run-In Rate” has the meaning set forth in Section
8.10(d).

      

       

      
        “Aggregate Closing Revenue
Run-In Rate” has the meaning set forth in Section
8.10(e).

      

       

      
        “Aggregate Consenting Revenue
Run-In Rate” has the meaning set forth in Section
8.10(f).

      

       

      
        “Aggregate Merger
Consideration” has the meaning set forth in
Section 8.10(g).

      

       

      “Agreement” has the
meaning set forth in the preamble.

       

      “Applicable Law” has
the meaning set forth in Section 8.10(h).

       

      “Aston” has the
meaning set forth in the recitals.

       

      “Aston Management
Owners” has the meaning set forth in the recitals.

       

      “Base Date” has the
meaning set forth in Section 3.1(z)(i).

       

      “BHCA” has the meaning
set forth in Section 3.1(dd).

       

      “Blue Sky Laws” has
the meaning set forth in Section 3.1(f)(ii).

       

      “Board Nominees” has
the meaning set forth in Section 5.4(c)(ii).

       

      “Board of Directors”
has the meaning set forth in Section 8.10(i).

       

      “Book-Entry Share” has
the meaning set forth in Section 1.8(b).

       

      “Business Day” has the
meaning set forth in Section 8.10(j).

       

      “Certificate” has the
meaning set forth in Section 1.8(b).


      
        
           


        

        
          - ii
-

          
            

          

        

        
           


        

      


      “Certificate of
Merger” has the meaning set forth in Section 1.3.

       

      “Client” has the
meaning set forth in Section 8.10(k).

       

      “Closing” has the
meaning set forth in Section 1.2.

       

      “Closing Date” has the
meaning set forth in Section 1.2.

       

      “Closing Measurement
Date” has the meaning set forth in Section 8.10(l).

       

      “COBRA” has the
meaning set forth in Section 3.1(l)(iv).

       

      “Code” has the meaning
set forth in the recitals.

       

      “Company” has the
meaning set forth in set forth in the preamble.

       

      “Company Common Stock”
has the meaning set forth in the recitals.

       

      “Company Disclosure
Schedule” has the meaning set forth in Section 3.1.

       

      
        “Company Intellectual
Property” has the meaning set forth in
Section 8.10(m)

      

       

      “Company Plans” has
the meaning set forth in Section 3.1(l)(i).

       

      
        “Company Regulatory
Agreement” has the meaning set forth in
Section 3.1(bb).

      

       

      “Company Rights” has
the meaning set forth in Section 3.1(c).

       

      “Company SEC Reports”
has the meaning set forth in Section 3.1(h)(i).

       

      
        “Company Series A Preferred
Stock” has the meaning set forth in
Section 3.1(c).

      

       

      
        “Company Series B Preferred
Stock” has the meaning set forth in
Section 3.1(c).

      

       

      
        “Company Stockholders
Meeting” has the meaning set forth in
Section 3.1(q).

      

       

      “Company Warrants” has
the meaning set forth in Section 3.1(c).

       

      “Confidentiality
Agreements” has the meaning set forth in Section 5.3(c).

       

      “Consent” has the
meaning set forth in Section 8.10(n).

       

      “Contract” has the
meaning set forth in Section 8.10(o).


      
        
           


        

        
          - iii
-

          
            

          

        

        
           


        

      


      “Converted Shares” has
the meaning set forth in Section 1.9.

       

      “Costs” has the
meaning set forth in Section 5.8.

       

      “Current Assets” has
the meaning set forth in Section 8.10(p).

       

      “DGCL” has the meaning
set forth in Section 1.1.

       

      “Dissenting Shares”
has the meaning set forth in Section 1.8(e).

       

      “DLLCA” has the
meaning set forth in Section 1.1.

       

      “DOJ” has the meaning
set forth in Section 5.4(b).

       

      “Effective Time” has
the meaning set forth in Section 1.3.

       

      “Employment
Agreements” has the meaning set forth in the recitals.

       

      “Encumbrances” has the
meaning set forth in Section 3.1(d).

       

      “ERISA Affiliates” has
the meaning set forth in Section 3.1(l)(iii).

       

      “ERISA Client” has the
meaning set forth in Section 3.1(z)(ii)(g).

       

      “Exchange Act” has the
meaning set forth in Section 3.1(f)(ii).

       

      “Exchange Agent” has
the meaning set forth in Section 2.1.

       

      “Exchange Fund” has
the meaning set forth in Section 2.1.

       

      “Exchange Ratio” has
the meaning set forth in Section 8.10(q).

       

      “Expenses” has the
meaning set forth in Section 8.10(r).

       

      “Fee Reductions” has
the meaning set forth in Section 8.10(t).

       

      “FINRA” has the
meaning set forth in Section 3.1(x).

       

      “FTC” has the meaning
set forth in Section 5.4(b).

       

      “Fund Board Approval”
has the meaning set forth in Section 5.4(c)(ii).

       

      
        “Fund Shareholder
Approval” has the meaning set forth in
Section 5.4(c)(ii).

      

       

      “GAAP” has the meaning
set forth in Section 3.1(h)(ii).

       

      “Governmental
Authority” has the meaning set forth in Section 8.10(u).


      
        
           


        

        
          - iv
-

          
            

          

        

        
           


        

      


      “HSR Act” has the
meaning set forth in Section 3.1(f)(ii).

       

      “Immediate Family” has
the meaning set forth in Section 8.10(v).

       

      “Intellectual
Property” has the meaning set forth in Section 8.10(w).

       

      “Investment Advisers
Act” has the meaning set forth in Section 3.1(y)(vii).

       

      “Investment Company”
has the meaning set forth in Section 8.10(x).

       

      “Investment Company
Act” has the meaning set forth in Section 3.1(f)(ii).

       

      
        “Investment Management
Services” has the meaning set forth in
Section 8.10(y).

      

       

      “knowledge” has the
meaning set forth in Section 8.10(z).

       

      “Leases” has the
meaning set forth in Section 8.10(aa).

       

      “Liabilities” has the
meaning set forth in Section 8.10(bb).

       

      “Management Agreement”
has the meaning set forth in Section 8.10(cc).

       

      “Master Agreement” has
the meaning set forth in Section 5.4(c)(ii).

       

      “Material Adverse
Effect” has the meaning set forth in Section 8.10(dd).

       

      
        “Merger” has the
meaning set forth in has the meaning set forth in the
recitals.

      

       

      “Merger Consideration”
has the meaning set forth in Section 1.8(a)

       

      “Merger Sub” has the
meaning set forth in set forth in the preamble.

       

      “Notice” has the
meaning set forth in Section 5.4(c)(ii).

       

      “NYSE” has the meaning
set forth in Section 8.10(ee).

       

      “Parent” has the
meaning set forth in set forth in the preamble.

       

      “Parent Class B Stock”
has the meaning set forth in Section 3.2(c).

       

      “Parent Common Stock”
has the meaning set forth in Section 3.2(c).

       

      “Parent Convertible
Securities” has the meaning set forth in Section 3.2(c).

       

      “Parent Disclosure
Schedule” has the meaning set forth in Section 3.2.


      
        
           


        

        
          - v
-

          
            

          

        

        
           


        

      


      “Parent Expenses” has
the meaning set forth in Section 7.2(b).

       

      “Parent Preferred
Stock” has the meaning set forth in Section 3.2(c).

       

      “Parent Reference
Price” has the meaning set forth in Section 8.10(ff).

       

      “Parent SEC Reports”
has the meaning set forth in Section 3.2(f)(i).

       

      “Parent Stock Plans”
has the meaning set forth in Section 3.2(c).

       

      
        “Partner Non-Competition
Agreements” has the meaning set forth in the recitals.

      

       

      “Permits” has the
meaning set forth in Section 3.1(g).

       

      “Permitted
Encumbrances” has the meaning set forth in Section 8.10(gg).

       

      “Person” has the
meaning set forth in Section 8.10(hh).

       

      “Program Sponsor” has
the meaning set forth in Section 5.4(c)(ii).

       

      “Proprietary Funds”
has the meaning set forth in Section 3.1(y)(i).

       

      “Proxy Statement” has
the meaning set forth in Section 3.1(q).

       

      “QPAM” has the meaning
set forth in Section 3.1(z)(ii)(g).

       

      “QPAM Exemption” has
the meaning set forth in Section 3.1(z)(ii)(g).

       

      
        “Registered Investment
Company” has the meaning set forth in
Section 5.4(c)(ii).

      

       

      “Registration
Statement” has the meaning set forth in Section 3.1(q).

       

      “Regulatory Agencies”
has the meaning set forth in Section 3.1(x).

       

      “Regulatory Law” has
the meaning set forth in Section 5.4(b).

       

      “Related Client” has
the meaning set forth in Section 3.1(z)(ii)(a).

       

      “Required Company
Votes” has the meaning set forth in Section 3.1(u).

       

      “Restated LP
Agreement” has the meaning set forth in the recitals.

       

      “Revenue Run-Rate” has
the meaning set forth in Section 8.10(ii).

       

      “Rights Agreement” has
the meaning set forth in Section 3.1(c).


      
        
           


        

        
          - vi
-

          
            

          

        

        
           


        

      


      “Sarbanes-Oxley Act”
has the meaning set forth in Section 3.1(g)(ii).

       

      “SEC” has the meaning
set forth in Section 3.1(h)(i).

       

      “Securities Act” has
the meaning set forth in Section 3.1(f)(ii).

       

      “Special Committee”
has the meaning set forth in Section 8.10(jj).

       

      “Special Dividend” has
the meaning set forth in Section 5.2(a).

       

      “Special Dividend
Amount” has the meaning set forth in Section 8.10(kk).

       

      “Special Dividend
Certificate” has the meaning set forth in Section 5.2(b)

       

      “SRO” has the meaning
set forth in Section 3.1(x).

       

      “Sub-Advisory
Contracts” has the meaning set forth in Section 8.10(ll).

       

      “Subsidiaries” has the
meaning set forth in Section 8.10(mm).

       

      “Superior Proposal”
has the meaning set forth in Section 8.10(nn).

       

      “Surviving Company”
has the meaning set forth in Section 1.1.

       

      “Tax” has the meaning
set forth in Section 8.10((oo).

       

      “Tax Authority” has
the meaning set forth in Section 8.10(pp).

       

      “Tax Return” has the
meaning set forth in Section 8.10(qq).

       

      “Taxes” has the
meaning set forth in Section 8.10(oo).

       

      “Taxing Authority” has
the meaning set forth in Section 8.10(pp).

       

      “Termination Date” has
the meaning set forth in Section 7.1(b).

       

      “Termination Fee” has
the meaning set forth in Section 7.2(b).

       

      “the other party” has
the meaning set forth in Section 8.10(rr).

       

      “Transaction Expenses”
has the meaning set forth in Section 8.10(ss).

       

      “Treasury Regulations”
has the meaning set forth in the recitals.

       

      “Treasury Shares” has
the meaning set forth in the recitals.

       

      “Voting Agreement” has
the meaning set forth in the recitals.


      
        
           


        

        
          - vii
-

          
            

          

        

        
           


        

      


      “Working Capital” has
the meaning set forth in Section 8.10(tt).

       

      
        “Working Capital
Requirement” has the meaning set forth in
Section 8.10(uu).

         

        
          
            
            

          

          
            - viii
-