THIRD
AMENDED AND RESTATED

    LIMITED
LIABILITY COMPANY AGREEMENT

     

    OF

     

    ASTON
ASSET MANAGEMENT LLC

     

    This
Third Amended and Restated Limited Liability Company Agreement (this
“Agreement”) of ASTON ASSET MANAGEMENT LLC (the “Company”) is made as of August
10, 2009 by Highbury Financial Inc., a Delaware corporation, as member (the
“Member”).

     

    WHEREAS,
the Company was formed as a limited liability company pursuant to and in
accordance with the Delaware Limited Liability Company Act (6 Del. C.
§ 18-101, et seq.), as amended from time to time (the “Act”) pursuant to a
Certificate of Formation filed with the Secretary of State of the State of
Delaware on April 19, 2006.

     

    WHEREAS,
the Company entered into a Limited Liability Company Agreement on April 19, 2006
with the Member as its sole member, which was amended and restated on April 20,
2006.

     

    WHEREAS,
the Company has been governed by a Second Amended and Restated Limited Liability
Company Agreement (the “Amended and Restated Agreement”), made as of January 7,
2008.

     

    WHEREAS,
holders of Series B LLC Units of the Company entered into an Exchange Agreement
(the “Exchange Agreement”), dated as of August 10, 2009, pursuant to which each
of the holders of Series B LLC Units of the Company agreed to exchange all of
the limited liability company interests of the Company owned by such holders to
the Member in exchange for Series B Convertible Preferred Stock of the
Member.

     

    WHEREAS,
following the consummation of the transaction contemplated by the Exchange
Agreement, the Member will own all of the issued and outstanding limited
liability company interests of the Company.

     

    WHEREAS,
the closing of the Exchange Agreement was consummated on the date
hereof.

     

    NOW,
THEREFORE, effective upon the closing of the Exchange Agreement, the Member
desires to amend and restate the Amended and Restated Agreement in its entirety
as follows:

     

    1.            Definitions.  Unless
the context otherwise requires, the terms defined in this Section 1 shall, for
the purposes of this Agreement, have the meanings set forth below:

     

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


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (b)           “Affiliate” shall
mean, with respect to any Person (herein the “first party”), any
other Person that directly or indirectly controls, or is controlled by, or is
under common control with, such first party. The term “control” as used
herein (including the terms “controlled by” and
“under common control
with”) means the possession, directly or indirectly, of the power to (a)
vote twenty-five percent (25%) or more of the outstanding voting securities of
such Person, or (b) otherwise direct the management or policies of such Person
by contract or otherwise (other than solely as a director of a corporation (or
similar entity) that has five (5) or more directors).

     

    (c)           “Certificate” shall
mean the Certificate of Formation of the Company filed under the Act, as the
same may be amended and/or restated from time to time in accordance with the
terms hereof.

     

    (d)           “Controlled Affiliate”
shall mean, with respect to a Person, any Affiliate of such Person under its
“control,” as
the term “control” is defined in the definition of Affiliate.

     

    (e)           “Covered Person” means
a Member, an officer, any authorized person, any Affiliate of a Member, or
officer, any officers, directors, shareholders, partners, employees,
representatives or agents of a Member, an officer or their respective
Affiliates, or any employee or agent of the Company or its
Affiliates.

     

    (f)           “Investment Services”
shall mean any services which involve (a) the management, administration,
solicitation or distribution of an investment account, Mutual Fund or other
commingled fund (or portions thereof or a group of investment accounts, Mutual
Funds or other commingled 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.

     

    (g)           “Mutual Fund” shall
mean a registered investment company (or series of registered investment
companies).

     

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

     

    2.            Name.  The
name of the limited liability company is ASTON ASSET MANAGEMENT
LLC.

     

    3.            Purpose and
Powers.  The principal business activity and purposes of the
Company (and any Controlled Affiliates thereof) shall be to engage in the
investment advisory and investment management business and any businesses
related thereto or useful in connection therewith, including, without
limitation, the provision of Investment Services. However, the business and
purposes of the Company (and any Controlled Affiliates thereof) shall not be
limited to such initial principal business activities if the Member otherwise
determines, and in such event, the Company (and any Controlled Affiliates
thereof) shall have authority to engage in any other lawful business, purpose or
activity permitted by the Act. The Company shall possess and may exercise all of
the powers and privileges granted by the Act, together with any powers
incidental thereto, including such powers or privileges that are necessary or
convenient to the conduct, promotion or attainment of the business purposes or
activities of the Company, including without limitation the following
powers:


    
      
         


      

      
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    (a)           to
conduct its business and operations and to have and exercise the powers granted
to a limited liability company by the Act in any state, territory or possession
of the United States or in any foreign country or jurisdiction;

     

    (b)           to
purchase, receive, take, lease or otherwise acquire, own, hold, improve,
maintain, use or otherwise deal in and with, sell, convey, lease, exchange,
transfer or otherwise dispose of, mortgage, pledge, encumber or create a
security interest in all or any of its real or personal property, or any
interest therein, wherever situated;

     

    (c)           to
borrow or lend money or obtain or extend credit and other financial
accommodations, to invest and reinvest its funds in any type of security or
obligation of or interest in any public, private or governmental entity, and to
give and receive interests in real and personal property as security for the
payment of funds so borrowed, loaned or invested;

     

    (d)           to
make contracts, including contracts of insurance, incur liabilities and give
guaranties, including without limitation, guaranties of obligations of other
Persons who are interested in the Company or in whom the Company has an
interest;

     

    (e)           to
employ officers, employees, agents and other persons, to fix the compensation
and define the duties and obligations of such personnel, to establish and carry
out retirement, incentive and benefit plans for such personnel, and to indemnify
such personnel to the extent permitted by this Agreement and the
Act;

     

    (f)           to
make donations irrespective of benefit to the Company for the public welfare or
for community, charitable, religious, educational, scientific, civic or similar
purposes;

     

    (g)           to
institute, prosecute and defend any legal action or arbitration proceeding
involving the Company, and to pay, adjust, compromise, settle or refer to
arbitration any claim by or against the Company or any of its
assets;

     

    (h)           to
indemnify any Person in accordance with the Act and to obtain any and all types
of insurance;

     

    (i)           to
negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend,
waive, execute, acknowledge or take any other action with respect to any lease,
contract or security agreement in respect of any assets of the
Company;

     

    (j)           to
form, sponsor, organize or enter into joint ventures, general or limited
partnerships, limited liability companies, trusts and any other combinations or
associations formed for investment purposes;


    
      
         


      

      
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    (k)           to
make, execute, acknowledge and file any and all documents or instruments
necessary, convenient or incidental to the accomplishment of the purposes of the
Company; and

     

    (l)           to
cease its activities and cancel its Certificate.

     

    4.            Registered Office and
Registered Agent.  The Company’s registered agent and
registered office in Delaware shall be Corporation Service Company, 1013 Center
Road, Wilmington, New Castle County, Delaware 19085. At any time, the Member may
designate another registered agent and/or registered office.

     

    5.            Member.  The
name and the business addresses of the Member are as follows:

     

    
      
        
          	
                  Name

                	 
      	
                  Address

                
	 	 	 
	
                  Highbury
      Financial Inc.

                	
                    

                	
                  999
      Eighteenth Street, Suite 300

                  Denver,
      Colorado  80202

                


        

      

    

     

    6.            Powers.

     

    (a)           Member
Manager.  The business and affairs of the Company shall be
managed by the Member.  The Member shall have the power to do any and
all acts necessary or convenient to or for the furtherance of the purposes
described herein, including all powers, statutory or otherwise, possessed by
members under the laws of the State of Delaware, including but not limited to
borrowing money.

     

    (b)           Management Committee and
Officers.  The Member shall have the authority to delegate to a
management committee (the “Management Committee”) to the greatest extent
permitted by applicable law the power and authority to conduct the day-to-day
operations, business and activities of the Company.  The Member or the
Management Committee, if so designated, may designate employees of the Company
as officers of the Company as it deems necessary or desirable to carry on the
business of the Company, with such titles as the Member or Management Committee,
as applicable, shall determine.  The Member or the Management
Committee, as applicable, may delegate any of its power or authority to an
officer or officers subject to modification and withdrawal of such delegated
power and authority by the Member or the Management Committee. Any two or more
offices may be held by the same person. New offices may be created and filled by
the Member or the Management Committee.  Each officer shall hold
office until his or her successor is designated by the Member or the Management
Committee or until his or her earlier death, resignation or removal. Neither the
members of the Management Committee nor the officers are “managers” (within the
meaning of the Act) of the Company.

     

    (c)           Reliance by Third
Parties.  Any Person dealing with the Company or any officer
may rely upon a certificate signed by an officer as to: (i) the identity of the
Member or the officer; (ii) the existence or non-existence of any fact or facts
which constitute a condition precedent to acts by an officer or in any other
manner germane to the affairs of the Company; (iii) the persons who are
authorized to execute and deliver any instrument or document of or on behalf of
the Company; or (iv) any act or failure to act by the Company or as to any other
matter whatsoever involving the Company or the Member.


    
      
         


      

      
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    7.            Dissolution.  The
Company shall dissolve, and its affairs shall be wound up, upon the first to
occur of the following:  (a) the written consent of the Member
and (b) the entry of a decree of judicial dissolution under Section 18-802
of the Act.

     

    8.            Contributions.  The
Member is not required to make any capital contribution to the
Company.  The Member may make capital contributions to the Company in
the form of cash, services or otherwise, and upon such contribution, the
Member’s capital account balance shall be adjusted accordingly.

     

    9.            Distributions.  Distributions
shall be made to the Member at the times and in the aggregate amounts determined
by the Member.

     

    10.          Assignments.  The
Member may assign in whole or in part its limited liability company
interest.

     

    11.          Admission of Additional
Members.  One or more additional members of the Company may be
admitted to the Company upon the written consent of the Member.

     

    12.          Liability and
Exculpation.

     

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

     

    (b)           No
Covered Person shall be liable to the Company, any Controlled Affiliate thereof
or any other Covered Person for any loss, damage or claim incurred by reason of
any act or omission performed or omitted by such Covered Person in good faith on
behalf of the Company or any Controlled Affiliate thereof and in a manner
reasonably believed to be within the scope of authority conferred on such
Covered Person by this Agreement, except that a Covered Person shall be liable
for any such loss, damage or claim incurred by reason of any action or inaction
of such Covered Person which constituted fraud, gross negligence, willful
misconduct or a breach of this Agreement.

     

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


    
      
         


      

      
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    13.          Indemnification.  To
the fullest extent permitted by applicable law, a Covered Person shall be
entitled to indemnification from the Company for any loss, damage or claim
(including any amounts paid in settlement of any such claims) including
expenses, fines, penalties and counsel fees and expenses incurred by such
Covered Person (“Losses”) by reason of
any act or omission performed or omitted by such Covered Person in good faith on
behalf of the Company (or any Controlled Affiliate thereof) and in a manner
reasonably believed to be within the scope of authority conferred on such
Covered Person by this Agreement, except that no Covered Person shall be
entitled to be indemnified in respect of any Losses incurred by such Covered
Person by reason of any action or inaction of such Covered Person which
constituted fraud, gross negligence, willful misconduct or a breach of this
Agreement; provided, however, that any
indemnity under this Section 13 shall be provided out of and to the extent of
the assets of the Company only, and no Member or Covered Person shall have any
personal liability to provide indemnity on account thereof.

     

    14.          Governing
Law.  This Agreement shall be governed by, and construed under,
the laws of the State of Delaware, and all rights and remedies shall be governed
by said laws.

     

    15.          Amendment.  This
Agreement may not be modified, altered, supplemented or amended except by an
instrument in writing executed by each of the Members.

     

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    In
Witness
Whereof,
the undersigned, intending to be legally bound hereby, has duly executed this
Third Amended and Restated Limited Liability Company Agreement as of the date
and year first written above.

     

    
      
        
          	 
      	
                  HIGHBURY
      FINANCIAL INC.

                
	 	 
	 
      	 
      
	 
      	
                  By:

                	
                  /s/ Richard S. Foote

                
	 
      	 
      	
                  Name:
      Richard S. Foote

                
	 
      	 
      	
                  Title:
      President and Chief Executive
Officer