Unassociated Document


     

    ASTON
ASSET MANAGEMENT LLC

     

    MANAGEMENT
AGREEMENT

     

    This
Management Agreement (this “Agreement”), is made
as of August 10, 2009, between Aston Asset Management LLC (“Aston”), the
individuals set forth on Schedule A hereto
(collectively, the “Management
Stockholders”) and Highbury Financial Inc., a Delaware corporation
(“Highbury”).

     

    RECITALS

     

    WHEREAS,
Aston is a limited liability company that was formed to engage in the investment
advisory and investment management business and which currently manages 25
no-load mutual funds;

     

    WHEREAS,
in connection with the amendment of the second amended and restated limited
liability company agreement of Aston, dated January 7, 2008, and the exchange of
the Series B LLC Units of Aston for Series B Convertible Preferred
Stock, $0.0001 par value per share (the “Series B Preferred
Stock”), of Highbury, pursuant to that certain Exchange Agreement of even
date herewith among Highbury and the Management Stockholders and the Persons
named as Investors on Schedule A thereto (the “Exchange Agreement”),
Aston and the Management Stockholders desire to enter into this
Agreement.

     

    AGREEMENT

     

    NOW,
THEREFORE, in consideration of the foregoing, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties, intending to be legally bound, hereby agree as follows:

     

    ARTICLE
I

     

    DEFINITIONS, TERMS AND
REFERENCES

     

    Section
1.01.  Definitions.  In
this Agreement and any exhibits hereto, the following terms shall have the
following meanings:

     

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

     

    “Affiliate” shall
mean, with respect to any Person (herein the “first party”), any
other Person that directly or indirectly controls, or is controlled by, or is
under common control with, such first party. The term “control” as used
herein (including the terms “controlled by” and
“under common control
with”) means the possession, directly or indirectly, of the power to (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). For the purposes of this
Agreement, Highbury is not an Affiliate of Aston.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    

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

       

      “Asserted Liability”
shall have the meaning specified in Section 7.02(a) hereof.

       

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

       

      “Aston LLC Agreement”
shall mean the Third Amended and Restated Limited Liability Company Agreement of
Aston Asset Management LLC, of even date herewith, as amended from time to
time.

       

      “Certificate” shall
mean the Certificate of Formation of Aston, as the same may be amended and/or
restated from time to time in accordance with the terms hereof.

       

      “Claims Notice” shall
have the meaning specified in Section 7.02(a) hereof.

       

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

       

      “Committee Vote” shall
have the meaning specified in Section 2.02(b)(iv) hereof.

       

      “Common Stock” means
the common stock, par value $0.0001 per share, of Highbury.

       

      “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.

       

      “Covered Person” shall
mean a Management Stockholder or any Officer.

       

      “Eligible Person”
shall have the meaning specified in Section 2.02(b)(i) hereof.

       

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

       

      “Event of Default”
shall have the meaning specified in Section 6.01 hereof.

       

      “Exchange Agreement”
shall have the meaning set forth in the recitals hereto.

       

      “Expenses” shall have
the meaning specified in Section 2.05(b) hereof.

       

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

       

      (a)           The
Management Stockholder has been convicted of or indicted for (i) any criminal
offense which is classified as a felony in the United States, or (ii) any other
criminal offense which involves a violation of federal or state securities laws
or regulations (or equivalent laws or regulations of any country or political
subdivision thereof in which the criminal offense occurs), embezzlement, fraud,
wrongful taking or misappropriation of property, theft, or any other crime
involving dishonesty;

       

      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      (b)           The
Management Stockholder has persistently and willfully failed to perform his or
her duties, including, without limitation, persistently and willfully violating
or breaching any material provision of the Management Agreement, or has failed
to devote substantially all of his or her working time to the performance of
such duties, and in either such case such failure has not been cured by the
Management Stockholder within thirty (30) days following written notice;
or

       

      (c)           The
Management Stockholder has (i) engaged in a Prohibited Competition Activity, or
(ii) violated or breached Section 2.07 of the Exchange Agreement; provided, however, that, in any
such case described in clauses (i) or (ii) of this paragraph (c), in the event
such action by such Management Stockholder has not resulted (and, if cured, is
not reasonably likely to result) in harm that is material to Highbury, Aston or
any of their respective Controlled Affiliates or any of the Funds, such
Management Stockholder shall be provided with an opportunity to cure such action
promptly (and in any event within thirty (30) days) following written notice
thereof (provided that such an
opportunity to cure shall be available to a particular Management Stockholder
solely with respect to the first three such actions by such Management
Stockholder with respect to which such a written notice is provided, and provided, further, that such an
opportunity to cure shall in no event be provided to a Management Stockholder if
his or her violation, breach or other applicable action was willful or
reckless).

       

      “Fund” shall mean any
Mutual Fund or other commingled fund for which Aston provides Investment
Services.

       

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

       

      “Highbury” shall have
the meaning set forth in the preamble hereto.

       

      “Immediate Family”
shall mean, 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
substantially all of the interests are held directly or indirectly by the
foregoing.

       

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


      
        
           


        

        
          3

          
            

          

        

        
           


        

      


      “Independent Public
Accountants” shall mean any independent certified public accountant
retained by Aston and satisfactory to Highbury.

       

      “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.

       

      “Investor Rights
Agreement” shall mean that certain Investor Rights Agreement, dated as of
the date hereof, among Highbury, the Management Stockholders and the Persons
named as Investors therein.

       

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

       

      “Losses” shall have
the meaning specified in Section 7.01 hereof.

       

      “Majority Vote” shall
mean the affirmative approval, by vote or written consent, of the Persons
holding a majority of the aggregate voting power of the Series B Preferred Stock
then outstanding.

       

      “Management Committee”
shall have the meaning specified in Section 2.02(a) hereof.

       

      “Management
Stockholders” shall have the meaning specified in the preamble
hereto.

       

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


      
        
           


        

        
          4

          
            

          

        

        
           


        

      


      “Officers” shall have
the meaning specified in Section 2.03 hereof.

       

      “Operating Allocation”
shall mean, for any period, an amount equal to the difference between Revenues
From Operations for such period and the Owners’ Allocation for such
period.

       

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

       

      “Owners Allocation
Account” shall have the meaning specified in Section 5.02
hereof.

       

      “Owners’ Allocation
Expenditure” shall have the meaning specified in Section 2.05(b)
hereof.

       

      “Owners’ Allocation
Percentage” shall mean twenty-eight percent (28%).

       

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

       

      “Predecessor Business”
shall mean the business of the parties to the Purchase Agreement immediately
prior to the Closing (as such term is defined in the Purchase
Agreement).

       

      “Prohibited Competition
Activity” shall mean any of the following activities:

       

      (a)           directly
or indirectly, whether as owner, part owner, member, director, officer, trustee,
employee, agent or consultant for or on behalf of any Person other than Aston or
any Controlled Affiliate of Aston: (i) diverting or taking away any funds or
investors from any Fund; (ii) soliciting or otherwise inducing or attempting to
cause any Person to divert or take away any assets or funds invested in such
Funds; or (iii) soliciting or otherwise inducing or attempting to cause any
subadviser, distributor or seller of the Funds to terminate or reduce its
services on behalf of the Funds; and

       

      (b)           directly
or indirectly, whether as owner, part owner, partner, member, director, officer,
trustee, employee, agent or consultant for or on behalf of any Person other than
Aston or any Controlled Affiliate of Aston, performing any Investment
Services.

       

      “Purchase Agreement”
shall mean that certain Asset Purchase Agreement, dated as of April 20, 2006, by
and among ABN AMRO Asset Management Holdings, Inc., ABN AMRO Investment Fund
Services, Inc., ABN AMRO Asset Management, Inc., Montag & Caldwell, Inc.,
Tamro Capital Partners LLC, Veredus Asset Management LLC, River Road Asset
Management LLC and Aston.

       

      “Receipts Account”
shall have the meaning set forth in Section 5.02 hereof.


      
        
           


        

        
          5

          
            

          

        

        
           


        

      


      “Revenues From
Operations” shall mean, for any period, the consolidated gross revenues
of Aston and any Controlled Affiliates thereof, determined on an accrual basis
in accordance with GAAP consistently applied (but including other income such as
interest, dividend income and gains on the sale of assets); provided, however, that
Revenues From Operations (A) shall not include (a) proceeds during such period
from the sale, exchange or other disposition of all, or substantially all, of
the assets of Aston and its Controlled Affiliates, (b) revenues from the
issuance by Aston of securities issued by Aston or any of its Controlled
Affiliates, and (c) payments received from third parties to the extent
constituting direct reimbursements of expenses previously paid from the
Operating Allocation (and any such payments shall be added back to the Operating
Allocation for the period in which such expenses were originally paid from the
Operating Allocation), and (B) shall be reduced by payments made to PFPC, Inc.
pursuant to the Sub-Administration and Accounting Services Agreement, dated as
of April 1, 2000 by and between PFPC, Inc. and Alleghany Investment Services, as
amended.

       

      “Series B Preferred
Stock” shall have the meaning set forth in the recitals
hereto.

       

      “Term” shall have the
meaning set forth in Section 4.01 hereof.

       

      “Transfer” shall mean,
directly or indirectly, a sale, assignment, transfer, gift or exchange, or offer
to do any of the foregoing; and “Transferred” shall
have the correlative meaning.

       

      In
addition to the foregoing, other capitalized terms used in this Agreement shall
have the meaning ascribed thereto in the text of this Agreement.

       

      ARTICLE
II

       

      MANAGEMENT OF
ASTON

       

      Section
2.01.  Management in
General.  Subject to the other terms and conditions of this
Agreement, including the delegations of power and authority set forth in this
Agreement, the management and control of the business of Aston shall be vested
exclusively in Highbury, and Highbury shall have exclusive power and authority,
in the name of and on behalf of Aston, to perform all acts and do all things
which, in its sole discretion, it deems necessary or desirable to conduct the
business of Aston; provided, however, that
Highbury shall not have any powers or privileges with respect to those matters
delegated exclusively to the Management Committee pursuant to Section 2.02
hereof.

       

      (a)           Highbury
shall, subject to all applicable provisions of this Agreement, be authorized in
the name of and on behalf of Aston: (i) to enter into, execute, amend,
supplement, acknowledge and deliver any and all contracts, agreements, leases or
other instruments for the operation of Aston business; and (ii) in general to do
all things and execute all documents necessary or appropriate to conduct the
business of Aston as described in the Aston LLC Agreement, or to protect and
preserve Aston’s assets.  Highbury may delegate any or all of the
foregoing powers to one or more of the Officers (including without limitation
through delegation to the Management Committee).

       

      (b)           Any
action taken by Highbury, and the signature of Highbury (or an authorized
representative thereof) on any agreement, contract, instrument or other document
on behalf of Aston, shall be sufficient to bind Aston and shall conclusively
evidence the authority of Highbury and Aston with respect
thereto.


      
        
           


        

        
          6

          
            

          

        

        
           


        

      


      (c)           Any
Person dealing with Aston, Highbury or the Management Stockholders may rely upon
a certificate signed by Highbury as to (i) the identity of Highbury or the
Management Stockholders; (ii) any factual matters relevant to the affairs of
Aston; (iii) the Persons who are authorized to execute and deliver any document
on behalf of Aston; or (iv) any action taken or omitted by Aston or
Highbury.

       

      (d)           Each
of the Management Stockholders acknowledges and agrees that (i) neither he, she,
nor any of his or her related Investors, is a party to the Aston LLC Agreement
and (ii) neither he, she, nor any of his or her related Investors, has any
rights under the Aston LLC Agreement; provided, however, that Highbury agrees
that it shall not amend Sections 12 or 13 of the Aston LLC Agreement to preclude
the provision of indemnity to Covered Persons under Article VII of this
Agreement without the prior written consent of the Management Stockholders,
acting by Majority Vote.

       

      Section
2.02.  Management Committee of
Aston.

       

      (a)           Aston
shall have a Management Committee (the “Management
Committee”).  Highbury hereby delegates to the greatest extent
permitted by applicable law the power and authority under Section 2.05(a) of
this Agreement to the Management Committee to conduct the day-to-day operations,
business and activities of Aston.

       

      (b)           The
Management Committee shall be comprised as follows:

       

      (i)           The
Management Committee shall initially have three (3) members and consist of
Stuart Bilton, Kenneth Anderson, and Gerald Dillenburg. The number of members of
the Management Committee may be increased or decreased by the Management
Committee at any time with the written consent of Highbury (but not decreased to
a number less than two (2) members). No Person who is not both an active
employee of Aston (or any of its Controlled Affiliates) and a holder of Series B
Preferred Stock and/or Common Stock that was issued to such holder upon
conversion of Series B Preferred Stock (an “Eligible Person”) may
be, become or remain a member of the Management Committee (subject to clause (v)
below); provided, that for the purposes of this Section 2.02, an employee of
Aston or its Controlled Affiliates shall be deemed to be the holder of any
shares of Series B Preferred Stock and/or Common Stock issued upon conversion
thereof which is held of record by (i) a holding company owned solely by such
employee and/or his or her Permitted Transferees (as defined in the Investor
Rights Agreement) and (ii) any Permitted Transferee of such employee or his or
her holding company.

       

      (ii)           Any
vacancy in the Management Committee, however occurring (including a vacancy
resulting from an increase in the size of the Management Committee), may be
filled by any Eligible Person reasonably acceptable to Highbury by written
consent of the remaining members of the Management Committee. In lieu of any
such vacancy being filled, the Management Committee may determine to reduce the
size of the Management Committee in accordance with clause (i) above (but not to
a number less than two (2) members); provided that if at any time there is only
one (1) member of the Management Committee, at least one (1) of the vacancies on
the Management Committee must be filled and, if it remains unfilled for a period
of greater than five (5) days, shall be filled by any Eligible Person(s)
reasonably acceptable to Highbury.


      
        
           


        

        
          7

          
            

          

        

        
           


        

      


      (iii)           Members
of the Management Committee shall remain members of the Management Committee
until their resignation, removal or death. Any member of the Management
Committee may resign by delivering his or her written resignation to the
Management Committee and Highbury.  At any time that there are more
than two (2) members of the Management Committee, any member of the Management
Committee may be removed from such position: (A) with or without cause, by the
Management Committee acting by a Committee Vote (with such Committee Vote being
calculated for all purposes as if the member of the Management Committee whose
removal is being considered were not a member of the Management Committee) with
the written consent of Highbury, or (B) with or without cause, by the holders of
Series B Preferred Stock acting by a Majority Vote, with the written
consent of Highbury, or (C) For Cause by Highbury, with notice to the Management
Committee specifying the reasons for the decision.  Any Management
Stockholder who is a member of the Management Committee shall be deemed to have
resigned from the Management Committee and shall no longer be a member of the
Management Committee immediately upon such Management Stockholder ceasing to be
an Eligible Person.

       

      (iv)           At
any meeting of the Management Committee, presence in person or by telephone (or
other electronic means) of a majority of the members of the Management Committee
shall constitute a quorum. At any meeting of the Management Committee at which a
quorum is present, a majority of the total members of the Management Committee
may take any action on behalf of the Management Committee (any such action taken
by such members of the Management Committee is sometimes referred to herein as a
“Committee
Vote”). Any action required or permitted to be taken at any meeting of
the Management Committee may be taken without a meeting of the Management
Committee only if (A) a written consent thereto is signed by all the members of
the Management Committee and (B) Highbury has been given a copy of such written
consent not less than forty-eight (48) hours prior to such action. Notice of the
time, date and place of any meeting of the Management Committee shall be given
to all members of the Management Committee and Highbury at least forty-eight
(48) hours in advance of the meeting. A representative of Highbury shall be
entitled to attend each meeting of the Management Committee. Notice need not be
given to any member of the Management Committee or Highbury if a waiver of
notice is given (orally or in writing) by such member of the Management
Committee or Highbury (as applicable), before, at or after the
meeting.


      
        
           


        

        
          8

          
            

          

        

        
           


        

      


      (v)           Notwithstanding
any other provisions of this Agreement to the contrary, Highbury shall have full
power and authority at any time in its sole discretion (and without the consent
or approval of the Management Committee or the Management Stockholders) to
increase the number of members of the Management Committee and to fill the
vacancies created by any such increase with one or more other Management
Stockholders or with any other persons selected by Highbury, provided that any
such increase may only be effected by written notice from Highbury to the
Management Committee, which written notice must expressly reference this Section
of this Agreement.

       

      Section
2.03.  Officers of
Aston.  The Management Committee may designate employees of
Aston as officers of Aston (the “Officers”) as it
deems necessary or desirable to carry on the business of Aston.  The
Management Committee 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 Management Committee. Any two or more offices may be held by
the same Person. New offices may be created and filled by the Management
Committee. Each Officer shall hold office until his or her successor is
designated by the Management Committee or until his or her earlier death,
resignation or removal.  Any Officer may resign at any time upon
written notice to the Management Committee and Highbury.  Any Officer
designated by the Management Committee may be removed from his or her office
(with or without a concurrent termination of employment) (i) with or without
cause by the Management Committee (excluding for all purposes the Person whose
removal is being considered) or (ii) For Cause by Highbury, in each case at any
time. A vacancy in any office occurring because of death, resignation, removal
or otherwise may be filled by the Management Committee. Any designation of
Officers, a description of any duties delegated to such Officers, and any
removal of such Officers by the Management Committee, shall be approved by the
Management Committee in writing, which approval shall be delivered to
Highbury.

       

      Section
2.04. Employees
of Aston.

       

      (a)           The
decision to employ, and the terms of employment of any employee of Aston (or any
Controlled Affiliates thereof) who is not a Management Stockholder (including,
without limitation, with respect to the hiring, all aspects of compensation,
promoting, demoting and terminating of such employees), shall be determined by
the Management Committee or such Person or Persons to whom the Management
Committee may delegate such power and authority (subject, in all instances, to
the power of the Management Committee to revoke such delegation in whole or in
part (by a Committee Vote that excludes any Person to whom such power and
authority has been delegated)), subject, in all cases, to compliance with all
applicable laws, rules and regulations and with the provisions of Section 2.05
hereof. Notwithstanding the foregoing, Highbury may terminate the employment by
Aston (or any Controlled Affiliate thereof) of any employee who has engaged in
any activity included in the definition of “For Cause” with
notice to the Management Committee specifying the reasons for such
decision.

       

      (b)           Any
Person who is a Management Stockholder may have his or her employment with Aston
terminated by Aston only: (i) in the case of a termination For Cause, either by
Highbury or by the Management Committee (excluding for all purposes the Person
whose termination is being considered) with the prior written consent of
Highbury, or (ii) in the case of any other termination by Aston, by the
Management Committee (excluding for all purposes the Person whose termination is
being considered) with the prior written consent of Highbury.

       

      
        
           


        

        
          9

          
            

          

        

        
           


        

      


      Section
2.05. Operation
of the Business of Aston.

       

      (a)           Subject
to Highbury’s rights, duties and obligations set forth elsewhere in this
Agreement (including, without limitation, the provisions of this Section 2.05),
the Management Committee is hereby delegates to the greatest extent permitted by
applicable law the power and authority from Highbury to manage the day-to-day
operations, business and activities of Aston; including, without limitation, the
power and authority, in the name of and on behalf of Aston, to:

       

      (i)           determine
the use of the Operating Allocation as set forth in Section 2.05(b)
below;

       

      (ii)           execute
such documents and do such acts as are necessary to register (or provide or
qualify for exemptions from any such registrations) or qualify Aston (or any
Controlled Affiliates thereof) under applicable federal and state securities
laws;

       

      (iii)           enter
into contracts and other agreements with respect to the provision of Investment
Services and execute other instruments, documents or reports on behalf of Aston
(and any Controlled Affiliates thereof) in connection therewith;

       

      (iv)           enter
into contracts, agreements and commitments with respect to the operation of the
business of Aston (and any Controlled Affiliates thereof) as are consistent with
the other provisions of this Agreement; and

       

      (v)           act
for and on behalf of Aston (and any Controlled Affiliates thereof) in all
matters incidental to the foregoing and other day-to-day
matters.


      
        
           


        

        
          10

          
            

          

        

        
           


        

      


      (b)           The
Operating Allocation for any period shall be used to provide for and pay Aston’s
(and any Controlled Affiliates’ thereof) business expenses, liabilities and
other costs (including without limitation (i) the payment of premiums during
such period with respect to any insurance coverages maintained (except to the
extent otherwise provided for in Section 2.05(d)), (ii) all capital expenditures
and capital contributions made by Aston (or any Controlled Affiliate thereof)
during such period, except to the extent that Owners’ Allocation has been
retained therefor as an Owners’ Allocation Expenditure, (iii) the satisfaction
of any net worth, working capital or similar requirements imposed by applicable
laws and regulations in connection with the businesses conducted and
registrations held by Aston (or any Controlled Affiliate thereof) or otherwise
reasonably necessary in connection with the conduct of the businesses of Aston
(and any Controlled Affiliates thereof), (iv) all payments to subadvisers,
brokers and other vendors, (v) compensation and benefits payable to employees of
Aston (including the Officers and the Management Stockholders), and at the
discretion of the Management Committee, establishing reserves for such future
payments, and (vi) any payroll, withholding and other similar taxes related to
the compensation and benefits payable to employees of Aston), as determined by
the Management Committee, and all such business expenses, liabilities and other
costs of Aston (and any Controlled Affiliates thereof) shall be paid out of the
Operating Allocation. Without the prior written consent of Highbury (which
written consent makes specific reference to this Section 2.05(b)), Aston shall
not (nor shall any Controlled Affiliate of Aston) incur (and the Management
Stockholders shall use their reasonable best efforts to prevent Aston (or any
Controlled Affiliate thereof) from incurring) any expenses or take any action to
incur other obligations which expenses and obligations exceed the ability of
Aston to pay or provide for them out of the Operating Allocation on a current or
previously reserved basis. Except to the extent otherwise required by applicable
law, Aston (and any Controlled Affiliates thereof) shall only make payments of
compensation (including bonuses) to employees (including the Officers and the
Management Stockholders) out of the balance of the Operating Allocation
remaining after the payment (or reservation for payment) of all the other
business expenses, liabilities, requirements and other costs for the applicable
period, including, without limitation, any payroll, withholding and other
similar taxes related to the compensation and benefits payable to employees of
Aston (“Expenses”); provided,
however, that the payment of base salaries in the ordinary course of business to
persons other than the Management Stockholders and in amounts not greater than
the base salaries paid on the date hereof during a quarter in which the
Operating Allocation is not sufficient to pay all other Expenses shall not
constitute a breach of this Agreement for such fiscal quarter so long as (i) the
Operating Allocation was sufficient to pay all Expenses, including compensation,
in the immediately preceding two fiscal quarters and (ii) the Management
Stockholders use commercially practicable efforts to decrease the amount of
Expenses (including reductions in compensation) in the next fiscal quarter to
insure that there is not a shortfall in such next fiscal quarter (including the
amounts payable on account of the shortfall for the preceding fiscal quarter);
provided, that the foregoing shall in no way affect the rights and remedies of
Highbury pursuant to Article V or Article VI.  Any excess Operating
Allocation remaining for any fiscal quarter following the payment (or
reservation for payment) of all business expenses, liabilities and other costs
(including any such amount established as a reserve in a prior period that is
reasonably determined by the Management Committee to have been in excess of what
was necessary for such reserve) may be used by Aston in such fiscal quarter
and/or in future fiscal quarters in accordance with this Section
2.05(b).  The Owners’ Allocation shall in no event be used to provide
for or pay the business expenses, liabilities or other costs of Aston (or any
Controlled Affiliate thereof), except to the extent expressly permitted by
Section 2.05(d) or as otherwise agreed to in writing by Highbury and the
Management Committee (any such permitted use of the Owners’ Allocation being
referred to herein as an “Owners’ Allocation
Expenditure”).

       

      (c)           Aston
shall not (nor shall any Controlled Affiliate of Aston) do or commit to do, and
the Management Stockholders shall prevent Aston (or any Controlled Affiliate
thereof) from doing or committing to do, any of the following without the prior
written consent of Highbury (which written consent makes specific reference to
this Section 2.05(c)):

       

      (i)           enter
into, amend, modify or terminate any contract, agreement or understanding
(written or oral) if such action or the resulting contract, agreement or
understanding could reasonably be expected to conflict with the provisions of
this Section 2.05;


      
        
           


        

        
          11

          
            

          

        

        
           


        

      


      (ii)           enter
into, amend, modify or terminate any contract, agreement or understanding
(written or oral) if such action or the resulting contract, agreement or
understanding (individually or in the aggregate) could have a material adverse
impact on the availability of the Operating Allocation in future periods
(including, without limitation, long-term leases or employment
contracts);

       

      (iii)           enter
into, amend, modify or terminate any contract, agreement or understanding
(written or oral) if such action or the resulting contract, agreement or
understanding has the effect of creating a Lien upon any of the assets of Aston
(other than Liens securing indebtedness of Aston incurred to finance the
acquisition of fixed or capital assets (whether pursuant to a deferred purchase
agreement with a vendor, a loan, a financing lease or otherwise), provided that
(A) such Liens shall be created substantially simultaneously with the
acquisition of such fixed or capital assets, (B) such Liens do not at any time
encumber any property other than property financed by such indebtedness, (C) the
amount of indebtedness secured thereby is not thereafter increased (D) the
principal amount of indebtedness secured by such Lien shall at no time exceed
the purchase price of such property and (E) the purchase price for such property
shall not exceed $100,000) or upon any portion of the Owners’
Allocation;

       

      (iv)           take
any action (or omit to take any action) if such action (or omission) could
reasonably be expected to result in the termination of the employment by Aston
of any Management Stockholder;

       

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

       

      (vi)           establish
or modify any material compensation arrangement (other than salary and cash
bonuses in the ordinary course) or program (whether cash or non-cash benefits)
applicable to any employee, in any such case which is subject to ERISA, which
requires qualification under the Code, or which otherwise (A) requires Highbury
(other than in its capacity as manger member of Aston) or any of its Affiliates
to take any action which it would not take but for the establishment or
modification of such compensation arrangement or program or (B) prevents
Highbury or any of its Affiliates from taking any action which it would
otherwise have been able to take but for the establishment or modification of
such compensation arrangement or program (and the Management Committee shall
give Highbury not less than thirty (30) days prior written notice before Aston
(or any Controlled Affiliate thereof) establishes or modifies any material
compensation arrangement (other than salary and cash bonuses in the ordinary
course) or program);


      
        
           


        

        
          12

          
            

          

        

        
           


        

      


      (vii)           enter
into, amend, modify or terminate any contract, agreement or understanding
(written or oral) (A) containing severance or termination payment arrangements,
other than severance or termination payment arrangements with bona fide
employees of Aston or its Controlled Affiliates (other than any Management
Stockholder or an Immediate Family member thereof) which do not exceed $250,000
individually to any one such employee or represent potential liabilities at any
one time outstanding (taking into account such contract, agreement or
understanding and all other such contracts, agreements and understandings of
Aston and its Controlled Affiliates then in effect) in excess of $250,000 in the
aggregate, (B) which could cause Highbury or any of its Affiliates to be liable
for termination or severance payments or other contractual payments upon a
termination of any employee’s employment with Aston (or any Controlled Affiliate
thereof) or (C) which is with a Management Stockholder, an Affiliate of a
Management Stockholder, or a partner, shareholder, member, manager, director,
officer, employee or Immediate Family member of any of the
foregoing;

       

      (viii)         (A)
enter into any line of business other than the provision of Investment Services,
(B) acquire, form or otherwise establish any subsidiary or Controlled Affiliate
of Aston or otherwise make any investment in, or otherwise conduct business
through, any other Person, (C) acquire any material assets or other properties,
other than capital expenditures made out of Operating Allocation in the ordinary
course of business consistent with past practice and not involving the
acquisition of any Person as a going concern, or (D) sell, transfer or otherwise
dispose of any material assets or other properties, other than sales of worn-out
or obsolete equipment made in the ordinary course of business consistent with
past practice;

       

      (ix)           (A)
make any change in the Certificate or Aston LLC Agreement (or the constituent
documents of any Controlled Affiliate of Aston), (B) authorize or issue any
membership or other equity or ownership interests or other securities of any
type of Aston (or any Controlled Affiliate thereof), (C) repurchase, redeem or
otherwise acquire any outstanding membership or other equity or ownership
interests or other securities of Aston (or any Controlled Affiliate thereof),
(D) make any dividend or other distribution in respect of its membership or
other equity or ownership interests (other than as expressly required by other
provisions of this Agreement), (E) settle or compromise any material litigation,
arbitration, investigation, audit or other proceeding, (F) terminate its
existence or voluntarily file for or otherwise commence proceedings with respect
to bankruptcy, reorganization, receivership or similar status, (G) make or
change any tax election, waive or extend the statute of limitations in respect
of taxes, amend any tax return, enter into any closing agreement with respect to
taxes, settle any tax claim or assessment or surrender any right to a claim for
a tax refund, change any method or principle of accounting in a manner
inconsistent with past practice or change regular independent accountants, or
(H) make any loan or advance to any Person, other than advances of business
expenses in the ordinary course of business consistent with past practice;
or

       

      (x)           (A)
take any action which pursuant to any provision of this Agreement may be taken
only by Highbury with or without the consent of the Management Stockholders, or
(B) take any action which requires the approval or consent of Highbury pursuant
to any provision of this Agreement.


      
        
           


        

        
          13

          
            

          

        

        
           


        

      


      (d)           Aston
(and each Controlled Affiliate thereof) shall maintain (and the Management
Stockholders shall use their reasonable best efforts to cause Aston (and each
Controlled Affiliate thereof) to maintain), in full force and effect, such
insurance as is customarily maintained by companies of similar size in the same
or similar businesses (including, without limitation, errors and omissions
liability insurance), the premiums on which will be paid out of the Operating
Allocation (and the beneficiary of which shall be Aston and/or its applicable
Controlled Affiliates, as applicable). With the prior written consent of
Highbury and the Management Committee, Aston also may elect to maintain key-man
and/or disability insurance policies with respect to any Management Stockholder,
in which event the premiums on such policies will be paid out of the Owners’
Allocation (and the beneficiary of any such policy shall be Aston). In the event
that Highbury or any of its Affiliates shall determine (at its own expense) to
maintain separate key-man and/or disability insurance policies with respect to
any Management Stockholder (of which Highbury or any of its Affiliates may be
the beneficiary), and in connection with any such policies maintained by Aston
for its own benefit, such Management Stockholder shall cooperate with Highbury,
its Affiliates and Aston (as applicable) in connection with obtaining and
maintaining such insurance policies (including without limitation by submitting
to any required examinations and truthfully answering any questions asked by the
insurer in connection with obtaining such policies).

       

      (e)           In
addition to, and not in limitation of, Highbury’s powers and authority under
this Agreement (including, without limitation, pursuant to Section 2.01(a)
hereof) and the Aston LLC Agreement, Highbury shall also have the power, in its
sole discretion (after consultation with the Management Committee, to the extent
practicable), whether or not they involve day-to-day operations, business and
activities of Aston (or any Controlled Affiliate thereof), to take any or all of
the following actions:

       

      (i)       
     such actions as it deems necessary or appropriate to
cause Aston or any Affiliate of Aston, or any officer, employee, member,
partner, or agent thereof, to comply with applicable laws, rules or
regulations;

       

      (ii)       
    such actions as it deems necessary or appropriate to
coordinate any initiative which could materially affect Highbury and/or any of
its Affiliates (but only on such terms and conditions as the participation of
Aston (or any Controlled Affiliates thereof) in such initiative has been
approved by the Management Committee);

       

      (iii)           such
actions as it deems necessary or appropriate to cause Aston to fulfill its
obligations and exercise its rights under the Purchase Agreement and this
Agreement; and

       

      (iv)           any
other action necessary or appropriate to prevent actions that require Highbury’s
consent pursuant to the terms of this Agreement if such consent has not then
been given.


      
        
           


        

        
          14

          
            

          

        

        
           


        

      


      (f)           Notwithstanding
any of the provisions of this Agreement to the contrary, all accounting,
financial reporting and bookkeeping procedures of Aston (and any Controlled
Affiliates thereof) shall be established in conjunction with policies and
procedures determined under the supervision of Highbury.  The
Management Committee shall have a continuing obligation to keep Highbury’s chief
financial officer informed of material financial developments with respect to
Aston (and any Controlled Affiliates thereof). Notwithstanding any other
provisions of this Agreement to the contrary, all legal, compliance and
regulatory matters of Aston (and any Controlled Affiliates thereof) shall be
coordinated with Highbury and Aston’s (and any of its Controlled Affiliates’)
legal compliance activities shall be conducted and established in conjunction
with policies and procedures determined under the supervision of
Highbury.

       

      (g)           Each
Management Stockholder covenants and agrees that such Management Stockholder
will at all times conduct its activities in connection with Aston (and any
Controlled Affiliates thereof), and any services provided to Aston (or to any
Controlled Affiliates thereof), in a manner which such Management Stockholder
reasonably believes is in accordance with all applicable laws, rules and
regulations, and that it will use its reasonable best efforts (i) to ensure that
the business and activities of Aston (and any Controlled Affiliates thereof) are
conducted in compliance with all applicable laws, rules and regulations in all
material respects and (ii) to preserve the goodwill and franchise value of Aston
(and any Controlled Affiliates thereof).

       

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

       

      (i)           Notwithstanding
any other provisions of this Agreement to the contrary, the Management Committee
and each Management Stockholder shall cooperate with Highbury and its Affiliates
in implementing any initiative generally involving Aston (and/or any Controlled
Affiliates thereof) and a number of such Affiliates, but only on such terms and
conditions as the participation of Aston (and any Controlled Affiliates thereof)
in such initiative has been approved by the Management Committee.

       

      (j)           Notwithstanding
any other provisions in this Agreement to the contrary, without the prior
written approval of the Management Committee, (i) none of Highbury’s interest in
Aston may be Transferred, (ii) Aston may not issue any membership interests to
any party other than Highbury and (iii) Aston may not undergo any merger,
consolidation, sale of all or substantially all of its assets or similar
transaction (any of which transactions described in this clause (ii) shall also
require the prior written consent of Highbury); provided, however, (A) it
is understood and agreed that, in connection with the operation of the business
of Highbury (including, without limitation, the financing of its interest in
Aston and direct or indirect interests in additional investment management
companies), Highbury’s interest in Aston may be pledged and encumbered and lien
holders of Highbury’s interest shall have and be able to exercise the rights of
secured creditors with respect to such interest, (B) Highbury may Transfer some
(but not a majority) of its interest in Aston, and Aston may issue interests in
Aston, to a Person who is not a member of Aston but who is an officer or
employee of Aston (or any Controlled Affiliate thereof) or who becomes an
officer or employee of Aston (or any Controlled Affiliate thereof) or a Person
majority owned by any such Person so long as Highbury continues to control
Aston, and (C) Highbury may Transfer all or any portion of its interest in
Aston, and Aston may issued interests in Aston, to an Affiliate of Highbury (and
any such Affiliate shall thereafter be bound by the provisions of this
Agreement).


      
        
           


        

        
          15

          
            

          

        

        
           


        

      


      Section
2.06. Compensation and Expenses of
Highbury and Management Stockholders.  Highbury may receive
compensation for services provided to Aston (or any Controlled Affiliate
thereof) only to the extent approved by the Management
Committee.  Aston shall, however, pay and/or reimburse Highbury for
extraordinary expenses incurred by Highbury directly in connection with the
operation of Aston (and any Controlled Affiliates thereof) out of the Operating
Allocation.  It is expressly understood by the parties hereto that
Highbury’s general overhead items and expenses (including, without limitation,
salaries, rent and travel expenses) shall not be reimbursed by Aston.
Stockholders, officers, directors, members of Aston and agents of members of
Aston may serve as employees of Aston (or any Controlled Affiliate thereof) and
be compensated therefor out of the Operating Allocation as determined by the
Management Committee (or its delegate(s)) pursuant to Section
2.05(b).  Except in respect of their provision of services as
employees of Aston (or any Controlled Affiliate thereof) for which they may be
compensated out of the Operating Allocation as contemplated by the preceding
sentence, Management Stockholders and members of their Immediate Family may not
receive compensation on account of the provision of services to Aston (or any
Controlled Affiliate thereof) without the prior written consent of the
Management Committee and Highbury.

       

      ARTICLE
III

       

      RECORDS AND
REPORTS

       

      Section
3.01. Books and
Records.  The Management Committee shall (and each of the
Management Stockholders shall use his or her reasonable best efforts to) cause
Aston to keep complete and accurate books of account with respect to the
operations of Aston, prepared in accordance with GAAP (using the accrual method
of accounting, consistently applied). Such books shall be maintained at the
principal office of Aston in Chicago, Illinois or at such other place as
Highbury shall determine.

       

      Section
3.02. Accounting.  The
Management Stockholders agree that Aston’s books of account shall be kept on the
accrual method of accounting, or on such other method of accounting as Highbury
may from time to time determine with the advice of the Independent Public
Accountants, and shall be closed and balanced at the end of each fiscal year and
shall be maintained for each fiscal year in a manner consistent with GAAP and
with the principles and/or policies of Highbury applied consistently with
respect to its Controlled Affiliates.


      
        
           


        

        
          16

          
            

          

        

        
           


        

      


      Section
3.03. Financial
and Compliance Reports.  The Management Committee shall (and
each of the Management Stockholders shall use his or her reasonable best efforts
to) cause Aston to furnish to Highbury each of the following:

       

      (a)           Within
ten (10) days after the end of each month and each fiscal quarter, information
regarding the consolidated assets under management of Aston and any Controlled
Affiliates thereof (including the components of any changes from the information
provided with respect to the prior period, information regarding net client cash
flows and information regarding market appreciation and depreciation in client
portfolios), and an unaudited financial report of Aston (consolidated with any
Controlled Affiliates thereof) prepared in accordance with GAAP using the
accrual method of accounting consistently applied (except that the financial
report may (i) be subject to normal year-end audit adjustments which are neither
individually nor in the aggregate material and (ii) not contain all notes
thereto which may be required in accordance with GAAP to be included in audited
financial statements), which unaudited financial report shall have been
certified by the most senior financial officer of Aston to have been so prepared
and shall include the following:

       

      (i)         
   statements of operations, changes in members’ capital and cash
flows for such month or quarter, together with a cumulative income statement
from the first day of the then-current fiscal year to the last day of such month
or quarter;

       

      (ii)           a
balance sheet as of the last day of such month or quarter; and

       

      (iii)           with
respect to the quarterly financial report, a detailed computation of the Owners’
Allocation for such quarter.

       

      (b)           Within
thirty (30) days after the end of each fiscal year of Aston, audited financial
statements of Aston (consolidated with any Controlled Affiliates thereof), which
shall include statements of operations, changes in members’ capital and cash
flows for such year and a balance sheet as of the last day thereof, each
prepared in accordance with GAAP, using the accrual method of accounting,
consistently applied, certified by the Independent Public Accountants, with all
of the fees and expenses in connection with such audit to be paid by
Highbury.

       

      (c)           If
requested by Highbury, within twenty-five (25) days after the end of each
calendar quarter, Aston’s (and any Controlled Affiliates’ thereof) operating
budget for each of the next four (4) fiscal quarters, in such form and
containing such estimates as may be requested by Highbury from time to
time.

       

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

       

      (e)           As
promptly as is reasonably possible following request by Highbury from time to
time, such other financial, operations, performance or other information or data
as may be requested.


      
        
           


        

        
          17

          
            

          

        

        
           


        

      


      Section
3.04.  Meetings.

       

      (a)           The
Management Committee and the Officers shall hold such regular meetings at
Aston’s principal place of business with representatives of Highbury as may be
reasonably requested by Highbury from time to time. These meetings shall be
attended (either in person or by telephone) by such members of the Management
Committee, Officers and other employees of Aston as may be requested by Highbury
or any of the members of the Management Committee.

       

      (b)           At
each meeting described in Section 3.04(a), the Officers and other employees of
Aston shall discuss such matters regarding Aston and its performance, operations
and/or budgets as may be reasonably requested by Highbury, and each of the
attendees (whether in person or by telephone) at such meeting shall have the
right to submit proposals and suggestions regarding Aston, and the attendees at
the meeting shall, in good faith, discuss and consider such proposals and
suggestions.

       

      ARTICLE
IV

       

      TERM; EXTENSION;
TERMINATION

       

      Section
4.01. Term.  The
term of this Agreement commenced on the date hereof and shall continue until the
earlier of (i) such time as there are no Management Stockholders owning shares
of Series B Preferred Stock or the shares of Common Stock issuable upon the
conversion of the Series B Preferred Stock and (ii) such time as the employment
of all Management Stockholders with Aston and any of its Controlled Affiliates
has been terminated (the “Term”); provided,
that for the purposes of this Section 4.01, a Management Stockholder shall be
deemed to own any shares of Series B Preferred Stock and/or Common Stock issued
upon conversion thereof which is held of record by (i) a holding company solely
owned by such Management Stockholder and/or his or her Permitted Transferees and
(ii) any Permitted Transferee of such employee or his holding
company.

       

      Section
4.02. Termination.  Notwithstanding
the Term set forth in Section 4.01, this Agreement may be terminated by Aston or
Highbury by written notice to the Management Stockholders prior to the
expiration of the Term at any time after thirty (30) days following written
notice to the Management Stockholders by such party of any Event of Default (as
defined in Section 6.01 hereof) provided that such Event of Default in not cured
prior to written notice to the Management Stockholders of the termination of
this Agreement.

       

      ARTICLE
V

       

      COMPENSATION

       

      Section
5.01. Compensation.  From
and after the date hereof, within thirty (30) days after the end of each
calendar quarter, Aston shall, to the extent cash is available therfor at Aston
or any of its Controlled Affiliates (and Aston shall cause its Controlled
Affiliates to distribute any such available cash to Aston, to the extent
required for payments pursuant hereto and not in violation of any laws
applicable to such Controlled Affiliates), and based on the unaudited financial
statements for such calendar quarter prepared in accordance with Section 3.03
hereof (after approval of such financial statements by Highbury), (i) first
distribute to Highbury an amount equal to the Owners’ Allocation and (ii)
second, make available to the Management Committee all cash available after the
payment of the Owners’ Allocation to Highbury pursuant to clause (i) as
Operating Allocation to be used as determined by the Management Committee
consistent with Sections 2.05(a)(i) and 2.05(b) hereof.


      
        
           


        

        
          18

          
            

          

        

        
           


        

      


      Section
5.02. Payment
Dates.  To give effect to the foregoing, Aston shall have two
(2) bank accounts.  The first account (the “Receipts Account”)
shall have as its authorized signatories such representatives of Aston and
Highbury as the Management Committee and Highbury shall deem appropriate or
desirable.  All of Aston’s receipts shall be paid into the Receipts
Account; provided, however, that on a monthly basis, Aston shall transfer
twenty-eight percent (28%) of receipts paid into this account to a second
account (the “Owners’
Allocation Account”) which shall have as its authorized signatories such
representatives of Highbury as Highbury shall deem appropriate or
desirable.  Highbury shall use the Owners’ Allocation Account to make
all distributions of Owners’ Allocation pursuant to Section 5.01 above and to
fund all Owners’ Allocation Expenditures.  The Receipts Account shall
be used by the Management Committee to make all operating expense payments
(including payments of salary and bonus) out of the Operating
Allocation.  Within thirty (30) days after the end of each calendar
quarter, based on the unaudited financial statements for such calendar quarter
prepared in accordance with Section 3.03 hereof, and within ninety-five (95)
days after the end of each fiscal year of Aston, based on the audited financial
statements prepared in accordance with Section 3.03 hereof, Highbury and Aston
shall cause such transfers between the Receipts Account and the Owners’
Allocation Account to reflect the appropriate allocations between Operating
Allocation and Owners’ Allocation and other amounts excluded from the definition
of Revenue from Operations hereunder.

       

      Section
5.03. Default of
Payment of Owners’ Allocation.  To the extent that cash is for
any reason not available to make a payment in an amount equal to the Owners’
Allocation to Highbury pursuant to Section 5.01 at the time that such payment
otherwise would have been required by Section 5.02 to be made to Highbury if
cash were available therefor (or in the event that Aston for any other reason
does not make a required payment to Highbury within thirty (30) days following a
calendar quarter end or ninety-five (95) days following a fiscal year end, as
applicable), then, at the option of Highbury in its sole discretion, such
payment shall be made to Highbury by Aston in the form of a promissory note,
which promissory note shall accrue interest at a rate per annum (beginning on
the date it was otherwise required to be made under Section 5.02, together with
interest thereon calculated from the thirtieth (30th) day
following such calendar quarter end or the ninety-fifth (95th) day
following such fiscal year end (as applicable)) equal to the prime lending rate
then in effect as reported by JP Morgan Chase, which interest shall be borne by
Aston as an operating expense payable out of the Operating
Allocation.  Any such promissory note shall be paid in full by Aston
prior to any distribution of Operating Allocation as compensation to the
Management Stockholders.

       

      Section
5.04. Capitalization of Excess
Operating Cash Flow.  If the Management Committee advises
Highbury that, in its reasonable judgment (taking into account the anticipated
revenue and expenses bases of Aston), the Operating Allocation will exceed the
foreseeable expenses of Aston on a sustained basis (taking into account business
conditions at the time and including both a reasonable allowance for either loss
of business or a change in margins in the business), Highbury shall discuss in
good faith with the Management Committee whether Highbury concurs in that view,
and if Highbury after such discussion concurs in that view in its sole
discretion, Highbury will further discuss with the Management Committee whether
to capitalize a portion of such excess cash flow, the amount of any such excess
that it is potentially appropriate to capitalize, and who the recipients of such
capitalized excess cash flow should be from the Management
Stockholders.


      
        
           


        

        
          19

          
            

          

        

        
           


        

      


      ARTICLE
VI

       

      EVENTS OF DEFAULT;
REMEDIES

       

      Section
6.01.  Events of
Default.  The following events shall constitute an “Event of Default”
under this Agreement:

       

      (a)           The
failure of either the Management Stockholders or Aston to pay any sum of money
to Aston or Highbury when due and payable under the terms of this Agreement or a
promissory note issued to Highbury pursuant to Section 5.03, if such failure is
not cured within thirty (30) days after written notice specifying such failure
is received by the defaulting party from the non-defaulting
party.  Notwithstanding the foregoing, if Highbury elects to receive a
promissory note as payment for the Owners’ Allocation pursuant to Section 5.03
hereof, the failure to pay the Owners’ Allocation for such quarter shall not be
deemed an Event of Default under this Section 6.01(a); provided however that if
Aston fails make any payment under such promissory note when due, such
nonpayment shall be deemed an Event of Default under this Section 6.01(a)
subject to the applicable 30-day cure period.

       

      (b)           The
material failure of the Management Stockholders to perform, keep or fulfill any
of their other covenants, undertakings or obligations to Aston or Highbury set
forth in this Agreement, and if such failure or breach is not cured within ten
(10) days after written notice specifying such failure or breach is received by
the Management Stockholders from Aston or Highbury.

       

      Section
6.02.  Remedies.  Upon
the occurrence of an Event of Default, the non-defaulting party may pursue any
and all remedies available to it at law or in equity, in addition to any right
or remedy (including the right to terminate this Agreement) provided under the
terms of this Agreement.

       

      ARTICLE
VII

       

      INDEMNIFICATION; LIABILITY
AND EXCULPATION

       

      Section
7.01. Indemnification. To
the fullest extent permitted by applicable law, a Covered Person shall be
entitled to indemnification from Aston 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 Aston (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 (whether occurring prior to, on, or after the date hereof),
except that no Covered Person shall be entitled to be indemnified in respect of
any Losses incurred by such Covered Person by reason of any action or inaction
of such Covered Person which constituted fraud, gross negligence, willful
misconduct or a breach of this Agreement or the Purchase Agreement; provided, however, that any
indemnity under this Section 7.01 shall be provided out of and to the extent of
Aston’s assets only, and no member of Aston nor any Covered Person shall have
any personal liability to provide indemnity on account thereof.


      
        
           


        

        
          20

          
            

          

        

        
           


        

      


      Section
7.02. Notice;
Opportunity to Defend and Expenses.

       

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

       

      (b)           Aston
may elect to compromise or defend, at its own expense and by its own counsel,
any Asserted Liability; provided, however, that if the
named parties to any action or proceeding include (or could reasonably be
expected to include) both Aston (or a Controlled Affiliate thereof) and a
Covered Person, or more than one Covered Persons, and Aston is advised by
counsel that representation of both parties by the same counsel would be
inappropriate under applicable standards of professional conduct, the Covered
Person may engage separate counsel at the expense of Aston. If Aston elects to
compromise or defend such Asserted Liability, it shall within twenty (20)
business days (or sooner, if the nature of the Asserted Liability so requires)
notify the Covered Person of its intent to do so, and the Covered Person shall
cooperate, at the expense of Aston, in the compromise of, or defense against,
such Asserted Liability. Notwithstanding the foregoing, any settlement or
compromise shall not include any terms and conditions applicable to an Investor
or Management Stockholder, other than the payment of cash to be paid by the
Company, without the prior written consent of such Investor or Management
Stockholder.  If Aston elects not to compromise or defend the Asserted
Liability, fails to notify the Covered Person of its election as herein
provided, contests its obligation to provide indemnification under this
Agreement, or fails to make or ceases making a good faith and diligent defense,
the Covered Person may pay, compromise or defend such Asserted Liability all at
the expense of the Covered Person (in accordance with the provisions of Section
7.02(c) below). Except as set forth in the preceding sentence, neither Aston nor
the Covered Person may settle or compromise any claim over the objection of
Aston or Highbury; provided, however, that consent
to settlement or compromise shall not be unreasonably withheld. In any event,
Aston and the Covered Person may participate at their own expense, in the
defense of such Asserted Liability. The Covered Person shall in any event make
available to Aston any books, records or other documents within its control that
are necessary or appropriate for such defense, all at the expense of
Aston.


      
        
           


        

        
          21

          
            

          

        

        
           


        

      


      (c)           If
Aston elects not to compromise or defend an Asserted Liability, or fails to
notify the Covered Person of its election as above provided, then, to the
fullest extent permitted by applicable law, expenses (including legal fees)
incurred by a Covered Person in defending any Asserted Liability, shall, from
time to time, be advanced by Aston prior to the final disposition of such claim,
demand, action, suit or proceeding upon receipt by Aston of an undertaking by or
on behalf of the Covered Person to repay such amount if it shall be determined
that the Covered Person is not entitled to be indemnified as authorized in
Section 7.01 hereof, without the provision of any security.

       

      (d)           Covered
Persons shall be entitled to enforce their rights to indemnification and
advancement of expenses pursuant to this Section 7.02 by bringing an action in
the Delaware Court of Chancery in accordance with Section 145(k) of the Delaware
General Corporation law, which court may summarily determine the Company’s
obligation to advance expenses (including attorneys’ fees).

       

      Section
7.03. Miscellaneous.

       

      (a)           The
right of indemnification hereby provided shall not be exclusive of, and shall
not affect, any other rights to which a Covered Person may be entitled at law,
under other agreements or otherwise. Nothing contained in this Article VII shall
limit any lawful rights to indemnification existing independently of this
Article VII.

       

      (b)           The
indemnification rights provided by this Article VII shall also inure to the
benefit of the heirs, executors, administrators, successors and assigns of a
Covered Person and any officers, directors, members, partners, shareholders,
employees and Affiliates of such Covered Person (and any former officer,
director, member, partner, shareholder or employee of such Covered Person, if
the Loss was incurred while such Person was an officer, director, member,
partner, shareholder or employee of such Covered Person).The indemnification
rights provided by this Article VII shall survive the termination of this
Agreement and any event which causes any Covered Person to cease to be a Covered
Person.

       

      Section
7.04. Liability
and Exculpation.

       

      (a)           No
Covered Person shall be obligated personally for any of the debts, obligations
or liabilities of Aston (or its Controlled Affiliates), whether arising in
contract, tort or otherwise solely by reason of being a Covered
Person.

       

      (b)           No
Covered Person shall be liable to Highbury, Aston or any of their Controlled
Affiliates 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
Highbury, Aston or any of their Controlled Affiliates and in a manner reasonably
believed to be within the scope of authority conferred on such Covered Person,
unless such act or omission constituted fraud, gross negligence or willful
misconduct.


      
        
           


        

        
          22

          
            

          

        

        
           


        

      


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

       

      ARTICLE
VIII

       

      MISCELLANEOUS

       

      Section
8.01.  Notices.  All
notices, requests, demands and other communications under this Agreement must be
in writing and will be deemed duly given, unless otherwise expressly indicated
to the contrary in this Agreement, (i) when personally delivered, (ii) upon
receipt of a telephonic facsimile transmission with a confirmed telephonic
transmission answer back, (iii) three (3) business days after having been
deposited in the United States mail, certified or registered, return receipt
requested, postage prepaid, or (iv) one (1) business day after having been
dispatched by a nationally recognized overnight courier service, addressed to
the parties or their permitted assigns at the following addresses:

       

      if to
Aston or Highbury:

       

      Highbury
Financial Inc.

      999
Eighteenth Street, Suite 300

      Denver,
Colorado 80202

      Attention:  Richard
S. Foote

      Facsimile:  303-893-2902

       

      with a
copy to:

       

      Bingham
McCutchen LLP

      399 Park
Avenue

      New York,
New York 10022

      Attention:  Floyd
I. Wittlin

      Facsimile:  212-702-3625

       

      if to the
Management Stockholders:

       

      c/o
Stuart D. Bilton

      120 North
LaSalle Street, 25th Floor

      Chicago,  Illinois  60601

      Facsimile:  312-268-1335


      
        
           


        

        
          23

          
            

          

        

        
           


        

      


      with a
copy to:

       

      Sonnenschein
Nath & Rosenthal LLP

      233 S.
Wacker Drive

      Suite
7800

      Chicago,
Illinois 60606-6404

      Attention:  Michael
D. Rosenthal

      Facsimile:  312-876-7934

       

      or at
such other address as a party may furnish in writing to each other
party.

       

      Section
8.02. Further
Assurances.  Aston and the Management Stockholders shall
execute and deliver all other appropriate supplemental agreements and other
instruments, and take any other action necessary to make this Agreement fully
and legally effective, binding and enforceable as between them and as against
third parties.

       

      Section
8.03. Amendments,
Modifications and Waivers.  Any covenant, agreement, provision
or condition of this Agreement may be amended or modified, or compliance
therewith may be waived (either generally or in any particular instance and
either retroactively or prospectively), by (and only by) an instrument in
writing signed by Aston and the Management Stockholders.

       

      Section
8.04. Successors
and Assigns.  This Agreement shall be so binding upon and shall
inure to the benefit of the parties hereto and their respective personal
representatives, heirs, successors and assigns.

       

      Section
8.05. Governing
Law.  This Agreement and the rights of the parties hereunder
shall be interpreted in accordance with the laws of the State of Delaware, and
all rights and remedies shall be governed by such laws without regard to
principles of conflicts of laws.  Each of the parties hereby consents
to personal jurisdiction, service of process and venue in the federal or state
courts sitting in the City of Chicago for any claim, suit or proceeding arising
under this Agreement to enforce any arbitration award or obtain equitable relief
and hereby irrevocably agrees that all claims in respect of such action or
proceeding may be heard and determined in such state court or, to the extent
permitted by law, in such federal court (subject to the provisions of Section
8.06 hereof).  To the extent permitted by law, each of the parties
hereby irrevocably consents to the service of process in any such action or
proceeding by the mailing by certified mail of copies of any service or copies
of the summons and complaint and any other process to such party at the address
specified in Section 8.01 hereof.  The parties agree that a final
judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions.

       

      Section
8.06. Dispute
Resolution.

       

      (a)           All
disputes arising in connection with this Agreement shall be resolved in binding
arbitration in accordance with the applicable rules of the American Arbitration
Association.  The arbitration shall be held in the City of Chicago
before a single arbitrator selected in accordance with Section 11 of the
American Arbitration Association Commercial Arbitration Rules who shall have
substantial experience in the investment advisory industry, and shall otherwise
be conducted in accordance with the American Arbitration Association Commercial
Arbitration Rules.  The parties covenant that they will participate in
the arbitration in good faith and that they will share equally its costs except
as otherwise provided herein.  The provisions of this Section 8.06
shall be enforceable in any court of competent jurisdiction, and the parties
shall bear their own costs in the event of any proceeding to enforce this
Agreement except as otherwise provided herein.  The arbitrator shall
assess costs and expenses (including the reasonable legal fees and expenses of
the prevailing party or parties against the other party or parties to such
proceeding).  Any party unsuccessfully refusing to comply with an
order of the arbitrators shall be liable for costs and expenses, including
attorney’s fees, incurred by the other party in enforcing the
award.


      
        
           


        

        
          24

          
            

          

        

        
           


        

      


      Section
8.07. Severability.  Should
any part of this Agreement for any reason be declared invalid, such decision
shall not affect the validity of any remaining portion which remaining portion
shall remain in full force and effect as if this Agreement had been executed
with the invalid portion thereto eliminated and it is hereby declared the
intention of the parties hereto that they would have executed the remaining
portion of this Agreement without included therein any such part or parts which
may, for any reason, be hereafter declared invalid.

       

      Section
8.08. Captions.  The
descriptive headings of the various Sections or parts of this Agreement are for
convenience only and shall not affect the meaning or construction of any of the
provisions hereof.

       

      Section
8.09. Entire
Agreement.  This Agreement constitutes the entire agreement and
understanding among the parties hereto with respect to the subject matter hereof
and supersedes any and all prior agreements and understandings, written or oral,
relating to the subject matter hereof.

       

      Section
8.10. Counterparts.  This
Agreement may be executed in any number of counterparts and by facsimile, each
of which shall be considered an original, but all of which taken together shall
constitute one instrument.

       

      Section
8.11. Interpretation.  No
provisions of this Agreement shall be construed against or interpreted to the
disadvantage of any party hereto by any court or other governmental or judicial
authority by reason of such party having or being deemed to have drafted or
dictated such provision.


      
        
           


        

        
          25

          
            

          

        

        
           


        

      


      IN WITNESS WHEREOF, the
parties have each duly executed this Agreement as of the day and year first
above written.

       

      
        
          	 
      	
                  ASTON:

                
	 
      	 
      
	 
      	
                  ASTON
      ASSET MANAGEMENT LLC

                
	 
      	 
      
	 
      	
                  By:

                	
                  Highbury
      Financial Inc., its Sole Member

                
	 
      	 
      	 
      
	 
      	
                  By:

                	
                  /s/ Richard S. Foote

                
	 
      	 
      	
                  Name:  Richard
      S. Foote

                
	 
      	 
      	
                  Title:    President
      and Chief Executive Officer

                


        

      

       

      
        
          	 
      	
                  HIGHBURY:

                
	 
      	 
      
	 
      	
                  HIGHBURY
      FINANCIAL INC.

                
	 
      	 
      
	 
      	
                  By:

                	
                  /s/ Richard S. Foote

                
	 
      	 
      	
                  Name:  Richard
      S. Foote

                
	 
      	 
      	
                  Title:    President
      and Chief Executive Officer

                
	 
      	 
      	 
      
	 
      	
                  MANAGEMENT
      STOCKHOLDERS:

                
	 
      	 
      
	 
      	
                  /s/ Stuart Bilton

                
	 
      	
                  Stuart
      Bilton

                
	 
      	 
      
	 
      	
                  /s/ Kenneth C. Anderson

                
	 
      	
                  Kenneth
      C. Anderson

                
	 
      	 
      
	 
      	
                  /s/ Gerald Dillenburg

                
	 
      	
                  Gerald
      Dillenburg

                
	 
      	 
      
	 
      	
                  /s/ Christine R. Dragon

                
	 
      	
                  Christine
      R. Dragon

                


        

      


      
        
           


        

        
          26

          
            

          

        

        
           


        

      

       

      
        
          
            	 
      	
                    /s/ Joseph Hays

                  
	 
      	
                    Joseph
      Hays

                  
	 
      	 
      
	 
      	
                    /s/ Betsy Heaberg

                  
	 
      	
                    Betsy
      Heaberg

                  
	 
      	 
      
	 
      	
                    /s/ David Robinow

                  
	 
      	
                    David
      Robinow

                  
	 
      	 
      
	 
      	
                    /s/ John Rouse

                  
	 
      	
                    John
      Rouse

                  


          

        

      


      
        
           


        

        
          27

          
            

          

        

        
           


        

      


      SCHEDULE
A

       

      Stuart
Bilton

       

      Kenneth
C. Anderson

       

      Gerald
Dillenburg

       

      Christine
R. Dragon

       

      Joseph
Hays

       

      Betsy
Heaberg

       

      David
Robinow

       

      John
Rouse

       

      
        
          
          

        

        
          28