AGREEMENT OF PURCHASE AND SALE among

Exhibit 2.1

AGREEMENT OF PURCHASE AND SALE

among

PIPER JAFFRAY NEWCO INC.,

PIPER JAFFRAY COMPANIES,

WG CAR, LLC

and

THE INDIVIDUALS LISTED ON SCHEDULE I HERETO

Dated as of April 12, 2007

AGREEMENT OF PURCHASE AND SALE

     AGREEMENT OF PURCHASE AND SALE, dated as of April 12, 2007 (this “ Agreement ”), by and among Piper Jaffray Newco Inc., a Delaware corporation (the “ Purchaser ”), Piper Jaffray Companies, a Delaware corporation (the “ Parent ”), WG CAR, LLC, a Missouri limited liability company (the “ Seller ”), and each of the individuals listed on Schedule I attached hereto (each, a “ Principal ” and, collectively, the “ Principals ”).

W I T N E S S E T H:

     WHEREAS, as of the date hereof each of the Principals owns a corporation (such entities, collectively, the “ S-Corporations ”) which in turn owns an ownership interest in Fiduciary Asset Management, LLC, a Missouri limited liability company (the “ Company ”), and collectively all of the S-Corporations own all of the issued and outstanding membership interests in the Company (collectively, the “ Membership Interests ”);

     WHEREAS, the Seller is a Missouri limited liability company and at or prior to the Closing, ( i ) the Principals will transfer or cause to be transferred to the Seller all of the Membership Interests, and ( ii ) the Principals will, and will cause the Seller and the S-Corporations to, enter into certain other transactions required to effect the Recapitalization, as more fully described in Section 2.1;

     WHEREAS, upon completion of the Recapitalization, the Seller will own all of the Membership Interests;

     WHEREAS, following the Recapitalization the Principals and the Seller desire that the Seller sell and transfer all of the Membership Interests to the Purchaser, and the Purchaser wishes to purchase and acquire all of the Membership Interests from the Seller, all upon the terms and subject to the conditions set forth herein; and

     WHEREAS, as an inducement for the Purchaser to enter into the transactions contemplated hereby, each of the Principals has entered into an employment agreement with the Company, each dated as of the date hereof, but to be effective as of the Closing Date (each, an “ Employment Agreement ” and, collectively, the “ Employment Agreements ”).

     NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements hereinafter set forth, the parties hereto agree as follows:

ARTICLE I

     Section 1.1 Definitions . The following terms when used in this Agreement shall have the following meanings:

     “ Accounting Firm ” means KPMG LLP or, if such firm shall decline or is unable to act or is not, at the time of such submission, independent of the Company, the Seller, each of the Principals, the Purchaser and each of their respective Affiliates, another independent accounting firm mutually acceptable to the Seller and the Purchaser.

     “ Acquirer ” has the meaning set forth in Section 2.4(e).

     “ Acquisition Proposal ” means, other than the transactions contemplated by this Agreement (including, without limitation, the Recapitalization) or the Ancillary Agreements, any third-party offer, proposal or inquiry relating to, or any third-party indication of interest in, any acquisition or purchase, direct or indirect, whether by way of asset purchase, stock purchase, merger, consolidation, share exchange, business combination or otherwise, of any material assets of the Company or any other transaction intended to frustrate the purposes of, impede, interfere with, prevent or materially delay the transactions contemplated by this Agreement (including, without limitation, the Recapitalization) or that could reasonably be expected to dilute materially the benefits to the Purchaser of the transactions contemplated by this Agreement (including, without limitation, the Recapitalization).

     “ Adjusted EBITDA ” means, with respect to any period, the consolidated net earnings of the Company for such period, before interest expense, interest income, income taxes, depreciation and amortization, in each case on an unconsolidated, stand-alone basis, calculated and adjusted in accordance with the Applicable Accounting Principles.

     “ Adjustment Factor ” has the meaning set forth in Section 2.5(a).

     “ Administration Contract ” means any written agreement that relates to the provision by the Company of administrative, accounting, bookkeeping, transfer agent or similar services to any Advisory Client.

     “ Advisory Client ” means any client to whom the Company provides investment advisory services or investment sub-advisory services (including, without limitation, the Sponsored Funds, the Sub-Advised Funds and the Separate Account Clients).

     “ Advisory Contract ” means any written agreement pursuant to which the Company provides investment advisory services or investment sub-advisory services to any Advisory Client.

     “ Affected Employee ” has the meaning set forth in Section 7.1(a).

     “ Affiliate ” means, with respect to any Person, any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such first Person. The term “control” (including its correlative meanings “controlled by” and “under common control with”) means possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities or other ownership interests, by contract, or otherwise).

     “ Affiliate Transaction ” has the meaning set forth in Section 4.21.

     “ Aggregate Bonus Amount ” has the meaning set forth in Section 7.3(a).

     “ Aggregate Closing Advisory Revenue Run-Rate ” means the sum of the Closing Advisory Revenue Run-Rates for all of the Advisory Clients with respect to which Client Consent has been obtained (and remains in full force and effect) as of the Closing Date; provided

that if the Seller is entitled to the maximum upward adjustment to the Closing Payment pursuant to Section 2.5(a) because the Adjustment Factor determined under Section 2.5(a)(B) is more than 0.1 (before any adjustment thereto pursuant to the proviso to Section 2.5(a)(B)), then “Aggregate Closing Advisory Revenue Run-Rate” shall mean 110% of the Baseline Advisory Revenue Run-Rate.

     “ Agreement ” has the meaning set forth in the introductory paragraph hereof.

     “ Allocation Schedule ” has the meaning set forth in Section 2.7.

     “ Ancillary Agreements ” means, collectively, the Employment Agreements and the Assignment Agreement.

     “ Applicable Accounting Principles ” means the accounting principles, practices and methodologies set forth on Schedule II attached hereto.

     “ Applicable Law s” means any applicable laws, statutes, ordinances, rules, regulations, administrative orders, decrees, directives or treaties.

     “ Assets ” has the meaning set forth in Section 4.15(a).

     “ Assignment Agreement ” has the meaning set forth in Section 3.2(b).

     “ Audited Balance Sheet ” has the meaning set forth in Section 7.3(b).

     “ Audited Income Statement ” has the meaning set forth in Section 7.3(b).

     “ Average Multiple ” means (1) 11 ¹ / ₃ , if the applicable Commencement Date is prior to the completion of the first Future Payment Period, or (2) 11, if the applicable Commencement Date is after the expiration of the first Future Payment Period.

     “ Balance Sheet ” means the audited balance sheet of the Company, dated as of the Balance Sheet Date and included in the Financial Statements.

     “ Balance Sheet Date ” means December 31, 2006.

     “ Base Date ” means March 31, 2007.

     “ Baseline Advisory Revenue Run-Rate ” means $21,023,477.

     “ Bonus Allocation Statement ” has the meaning set forth in Section 7.3(c).

     “ Bonus Payments ” has the meaning set forth in Section 7.3(a).

     “ Bonus Statement ” has the meaning set forth in Section 7.3(b).

     “ Bonus Period ” has the meaning set forth in Section 7.3(a).

     “ Business ” means the business and operations of the Company as conducted as of the date hereof and at any time between the date hereof and the Closing Date.

     “ Business Day ” means any day which is not a Saturday, Sunday or a day on which banks in St. Louis, Missouri, are authorized or obligated by law or executive order to be closed.

     “ Buy-Out Dispute Notice ” has the meaning set forth in Section 2.4(e).

     “ Buy-Out Notice ” has the meaning set forth in Section 2.4(e).

     “ Buy-Out Payment ” has the meaning set forth in Section 2.4(e).

     “ Buy-Out Period ” has the meaning set forth in Section 2.4(e).

     “ Buy-Out Procedure ” has the meaning set forth in Section 2.4(e).

     “ Buy-Out Review Period ” has the meaning set forth in Section 2.4(e).

     “ Cap ” has the meaning set forth in Section 11.4(a).

     “ Change of Control Agreement ” has the meaning set forth in Section 2.4(e).

     “ Change of Control Notice ” has the meaning set forth in Section 2.4(e).

     “ Change of Control Transaction ” means any transaction as a result of which any Person or “group” (as defined in section 13(d) of the Exchange Act) other than the Purchaser, any of its Affiliates or any employee benefit plan (or related trust) sponsored or maintained by the Purchaser or any of its Affiliates acquires (as a result of a sale of equity interests, reorganization, merger, consolidation, sale of assets or otherwise), direct or indirect ownership of ( i ) a majority of the then issued and outstanding voting equity securities of the Company, or ( ii ) all or substantially all of the assets of the Company.

     “ Client Consent ” means:

     (i) With respect to a Sub-Advised Fund, that the Company shall have obtained Fund Board Approval and, if shareholder approval is required under section 15 of the Investment Company Act, Fund Shareholder Approval of a new Advisory Contract to be in effect with respect to such Sub-Advised Fund as of immediately following the Closing, in each case on the terms and conditions contemplated by Section 6.4(b);

     (ii) With respect to a Separate Account Client, that the Company shall have obtained its Separate Account Consent on the terms and conditions contemplated by Section 6.4(c); and

     (iii) With respect to any Sponsored Fund, that the Company shall have obtained its Sponsored Fund Consent on the terms and conditions contemplated by Section 6.4(d).

     “ Closing ” has the meaning set forth in Section 3.1.

     “ Closing Assets Under Management ” means, with respect to any Advisory Client, the dollar amount of assets under management by the Company for such Advisory Client as of the Base Date (or, in the case of any Advisory Client who became an Advisory Client after the Base Date, the dollar amount of the assets such Advisory Client placed under management by the Company on the date such Person became an Advisory Client), as adjusted to reflect any contributions or purchases or redemptions or withdrawals by such Advisory Client after the Base Date (or, in the case of any Advisory Client who first became an Advisory Client after the Base Date any contributions or purchases or redemptions or withdrawals by such Advisory Client after the Base Date) and prior to the Closing Date, but not including any contributions or purchases by the Seller, the Principals or any of their Affiliates, family members or “associates” (as such term is defined in Rule 12b-2 under the Exchange Act). For the avoidance of doubt, the calculation of “Closing Assets Under Management” is intended to exclude any market appreciation or depreciation of assets under management following the Base Date.

     “ Closing Advisory Revenue Run-Rate ” means, with respect to any Advisory Client, an amount equal to the product of ( x ) the Closing Assets Under Management of such Advisory Client multiplied by ( y ) the applicable Closing Fee Rate.

     “ Closing Date ” has the meaning set forth in Section 3.1.

     “ Closing Date Balance Sheet ” has the meaning set forth in Section 2.6(b).

     “ Closing Fee Rate ” means, with respect to any Advisory Client, an amount equal to the lower of ( i ) the actual fee rate payable to the Company pursuant to the Advisory Contract of such Advisory Client that is in effect as of the date that is two Business Days immediately preceding the Closing Date, or ( ii ) the fee rate that will be payable to the Company pursuant to such Advisory Contract following the Closing (including, without limitation, as a result of any reduction in the applicable fee rate required by the board of directors or trustees of any Sub-Advised Fund as a condition to such board’s consenting to the “assignment” of such Advisory Contract in connection with the transactions contemplated hereby), in each case calculated on a pro-forma basis with respect to the twelve-month period commencing on the Closing Date.

     “ Closing Payment ” has the meaning set forth in Section 2.3(a).

     “ Closing Statement ” has the meaning set forth in Section 2.6(b).

     “ Closing Working Capital Amount ” has the meaning set forth in Section 2.6(b).

     “ Code ” means the Internal Revenue Code of 1986, as amended, or any successor thereto.

     “ Commencement Date ” has the meaning set forth in Section 2.4(e).

     “ Communications Materials ” means, collectively, those certain client and other letters (and accompanying documents, such as fact sheets, questions and answers and biographical information), announcements, press releases and other materials and information jointly prepared by the parties for distribution to clients, consultants, news sources or the general public, in either written or electronic form, in connection with the execution of this Agreement and the transactions contemplated hereby.

     “ Company ” has the meaning set forth in the recitals to this Agreement.

     “ Company Benefit Plans ” means each written or oral employee benefit plan, scheme, program, policy, arrangement or contract (including, but not limited to, any “employee benefit plan,” as defined in section 3(3) of ERISA, whether or not subject to ERISA, and any bonus, deferred compensation, stock bonus, stock purchase, restricted stock, stock option or other equity-based arrangement, and any employment, termination, retention, bonus, change in control or severance plan, program, policy, arrangement or contract, or any material fringe benefit) for the benefit of any current or former officer, employee or director of, or any consultant or contractor providing services to, the Company or any Company Related Person that is maintained or contributed to by the Company or any Company Related Person or with respect to which the Company or any Company Related Person has any liability.

     “ Company Intellectual Property ” has the meaning set forth in Section 4.16(a).

     “ Company Related Person ” means the Company and any Person that would be or, at any time during the past six years, would have been treated as a single employer with the Company for purposes of section 414(b), (c), (m) or (o) of the Code, including any Person who may be so treated as a result of the Recapitalization.

     “ Confidentiality Agreement ” means the Confidentiality Agreement, dated as of August 22, 2006, between UBS Securities LLC, as agent for the Company, and Piper Jaffray & Co.

     “ Contract ” means any mortgage, indenture, lease, license, note, contract, agreement, commitment, employee benefit plan or other instrument or arrangement.

     “ Deductible ” has the meaning set forth in Section 11.4(a).

     “ Distribution Agreement ” means ( i ) any agreement between a Sponsored Fund or a Sub-Advised Fund, on the one hand, and the Company, on the other hand, or ( ii ) any agreement between a Sponsored Fund, a Sub-Advised Fund or the Company, on the one hand, and a Third-Party intermediary, on the other hand, pursuant to which ( A ) the Company or any Affiliate thereof makes available to its clients or customers investment products for which the Company serves as an investment adviser, sub-advisor or distributor or provides shareholder services with respect to such investment products or ( B ) such intermediary makes available to its clients or customers investment products for which the Company serves as an investment adviser, sub-advisor or distributor or provides shareholder services with respect to such investment products or pursuant to which such intermediary and the Company share revenues relating to such intermediary’s clients or customers (in each case, including, without limitation, any agreement or arrangement pursuant to which the Company makes payments to an intermediary out of its own resources, for services relating to the distribution of fund shares, shareholder services or the provision of non-distribution services for or on behalf of purchasers of fund shares or the Sponsored Funds or the Sub-Advised Funds).

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

     “ End Date ” has the meaning set forth in Section 9.1(b).

     “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.

     “ ERISA Client ” means any plan that is subject to ERISA, or any plan that is defined in Section 4975(e)(1) of the Code.

     “ Exchange Act ” means the Securities Exchange Act of 1934 and the rules and regulations of the SEC thereunder, in each case, as amended.

     “ Final Buy-Out Notice ” has the meaning set forth in Section 2.4(e).

     “ Fund Client ” means the Sponsored Funds and the Sub-Advised Funds.

     “ Final Future Payment Certificate ” has the meaning set forth in Section 2.4(c).

     “ Financial Statements ” has the meaning set forth in Section 4.6(a).

     “ Fund Board Approval ” has the meaning set forth in Section 6.4(b).

     “ Fund Shareholder Approval ” has the meaning set forth in Section 6.4(b).

     “ Future Payments ” has the meaning set forth in Section 2.4(a).

     “ Future Payment Certificate ” has the meaning set forth in Section 2.4(b).

     “ Future Payment Dispute Notice ” has the meaning set forth in Section 2.4(b).

     “ Future Payment Period ” has the meaning set forth in Section 2.4(a).

     “ Future Payment Review Period ” has the meaning set forth in Section 2.4(b).

     “ GAAP ” means generally accepted accounting principles in the United States, consistently applied.

     “ Governmental Approval ” means any consent, authorization, order or approval of, filing or registration with, or notice to, any Governmental Authority.

     “ Governmental Authority ” means ( i ) any national, state or local government or political subdivision thereof, ( ii ) any entity, authority or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, ( iii ) any court, tribunal or arbitrator, or ( iv ) any self-regulatory organization.

     “ Guaranteed Obligations ” has the meaning set forth in Section 12.11.

     “ HSR Act ” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the rules and regulations promulgated thereunder, in each case, as amended.

     “ Income Taxes ” means all Taxes (other than Transfer Taxes and sales, use, property, recording, and similar Taxes) based upon or measured by gross or net receipts or gross or net income (including Taxes in the nature of minimum taxes, tax preference items, and alternative

minimum taxes) and including any liability arising pursuant to the application of Treasury Regulation Section 1.1502-6 (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract or otherwise.

     “ Indemnified Party ” has the meaning set forth in Section 11.5.

     “ Indemnifying Party ” has the meaning set forth in Section 11.5.

     “ Initial Aggregate Bonus Amount ” has the meaning set forth in Section 7.3(a).

     “ Initial Bonus Payments ” has the meaning set forth in Section 7.3(a).

     “ Initial Bonus Period ” has the meaning set forth in Section 7.3(a).

     “ Intellectual Property ” means U.S. and foreign intellectual property, including patents and patent applications, copyrights and copyrightable works and registrations and applications to register or renew the registration of any of the foregoing; trademarks, service marks, trade names, corporate names, domain names, logos, trade dress, including all goodwill associated with the foregoing, and other source indicators, and registrations and applications to register or renew the registration of any of the foregoing.

     “ Investment Advisers Act ” means the Investment Advisers Act of 1940 and the rules and regulations of the SEC thereunder, in each case, as amended.

     “ Investment Company Act ” means the Investment Company Act of 1940 and the rules and regulations of the SEC thereunder, in each case, as amended.

     “ IRS ” means the U.S. Internal Revenue Service.

     “ Knowledge of the Seller ” means the actual, conscious (and not constructive) knowledge of any of the Principals or any of the individuals identified in Section 1.1(i) of the Seller Disclosure Letter.

     “ Leases ” has the meaning set forth in Section 4.15(c).

     “ Leased Real Property ” has the meaning set forth in Section 4.15(c).

     “ Licensed Intellectual Property ” has the meaning set forth in Section 4.16(a).

     “ Lien ” means any mortgage, pledge, lien, charge, security interest or other similar encumbrance or any adverse claim of any kind.

     “ Litigation ” means any action, cause of action, claim, cease and desist letter, demand, suit, arbitration or other dispute resolution proceeding, citation, summons, subpoena or investigation of any nature, civil, criminal, regulatory or otherwise, in law or in equity.

     “ Loss ” means any ( a ) claim, damage, obligation, loss, liability, judgment, arbitration award, amount paid in settlement, penalty, fine, interest, reasonable expenses of investigation, enforcement and collection and ( b ) reasonable attorneys’, accountants’ and other professional

fees and expenses in connection with any Litigation, but excluding any operating costs and expenses incurred by the Indemnified Party in the ordinary course of business.

     “ Material Adverse Effect ” means ( a ) any effect on or change to the Company that is or would reasonably be expected to be, either individually or in the aggregate, materially adverse to the Business or the assets, operations, operating results, or financial or other condition of the Company, other than any such effect or change attributable to or resulting from: ( i ) any change in the capital markets or securities markets, ( ii ) any change in general economic conditions or interest rates, ( iii ) any change or condition generally affecting the industry in which the Company operates, unless such change or condition affects the Company or the Business in a disproportionate manner relative to comparable Persons in the investment management industry, or ( iv ) any change in Applicable Law or GAAP, or in the official interpretations of any of the foregoing; provided that any decline in the Aggregate Closing Advisory Revenue Run-Rate compared to the Baseline Advisory Revenue Run-Rate that results from the failure to obtain Client Consents from Advisory Clients and/or from withdrawals of Client assets under management following the Base Date, to the extent that such decline results in an adjustment to the Purchase Price pursuant to Section 2.4 (or would result in an adjustment to the Purchase Price except that the Aggregate Closing Advisory Revenue Run-Rate is at least equal to 90 percent of the Baseline Advisory Revenue Run-Rate), shall not constitute a Material Adverse Effect, or ( b ) any effect, change or circumstance that would reasonably be expected to prohibit or materially impair the ability of the Seller or any Affiliate of the Seller (including the Principals) to consummate the transactions contemplated hereby or by the Ancillary Agreements or perform their respective obligations hereunder or thereunder on a timely basis.

     “ Material Contract ” has the meaning set forth in Section 4.17(b).

     “ Membership Interests ” has the meaning set forth in the recitals.

     “ Mr. Walbrandt ” means Charles D. Walbrandt.

     “ Multiple ” means 12 for the first Future Payment Period and 11 for each Future Payment Period thereafter.

     “ NASD ” means the National Association of Securities Dealers, Inc.

     “ Notice of Disapproval ” has the meaning set forth in Section 7.3(c).

     “ Operating Agreement ” means that certain Amended and Restated Operating Agreement of the Company, dated as of January 1, 2001, as amended from time to time.

     “ Order ” means any decision, order, judgment, ruling, stipulation, decree, injunction, subpoena, verdict, determination or award issued, made or rendered by any Governmental Authority having competent jurisdiction.

     “ Organizational Documents ” means, collectively, ( i ) the articles of organization or certificate of formation of the Company and ( ii ) the Operating Agreement, in each case as amended from time to time.

     “ Owned Intellectual Property ” has the meaning set forth in Section 4.16(a).

     “ Parent ” has the meaning set forth in the introductory paragraph hereof.

     “ Parent Guaranty ” has the meaning set forth in Section 12.11.

     “ Permit ” means any approval, consent, waiver, license, franchise, permit, certificate or other similar authorization issued, granted, given or otherwise made available by or under the authority of any Governmental Authority or pursuant to any Applicable Law.

     “ Permitted Assignee ” has the meaning set forth in Section 12.8.

     “ Permitted Liens ” means ( i ) Liens for Taxes and other governmental charges and assessments not yet due and payable or that are being contested in good faith and for which adequate accruals or reserves have been established on the Balance Sheet, ( ii ) Liens of carriers, warehousemen, mechanics, materialmen and other like Liens arising in the ordinary course of business, ( iii ) easements, rights of way, zoning ordinances and other similar encumbrances affecting real property and ( iv ) statutory Liens in favor of lessors arising in connection with any property leased to the Company, which Liens and other encumbrances described in clauses ( i ) through ( iv ) of this definition do not materially interfere with the current use by the Company of the assets, properties or rights affected thereby and would not reasonably be expected to have or result in a Material Adverse Effect.

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

     “ Post-Bonus EBITDA ” means, with respect to any period, 80 percent of Adjusted EBITDA for such period.

     “ Pre-Closing Date Tax Period ” means any Tax period ending on or before the Closing Date, and with respect to a Straddle Period, any portion thereof ending on the Closing Date.

     “ Pre-Closing Date Tax Returns ” has the meaning assigned thereto in Section 10.1.

     “ Profit Sharing Plan ” means the Fiduciary Asset Management, LLC Profit Sharing Plan, dated as of January 1, 2003, as amended.

     “ Projected Post-Bonus EBITDA ” has the meaning set forth in Section 2.4(e).

     “ Purchase Price ” has the meaning set forth in Section 2.3.

     “ Purchaser ” has the meaning set forth in the introductory paragraph hereof.

     “ Purchaser Indemnitees ” has the meaning set forth in Section 11.2.

     “ Purchaser Material Adverse Effect ” means ( a ) any effect on or change to the Parent and its Subsidiaries that is or would reasonably be expected to be, either individually or in the

aggregate, materially adverse to the reputation in the financial services industry of the Parent and its Subsidiaries, taken as a whole, to such an extent that the operation of the Business by the Company following the Closing would reasonably be expected to be materially impaired, other than any such effect or change attributable to or resulting from: ( i ) any change in the capital markets or securities markets, ( ii ) any change in general economic conditions or interest rates, ( iii ) any change or condition generally affecting the industry in which the Parent or its Subsidiaries operate, unless such change or condition affects the business of the Parent or any of its Subsidiaries, taken as a whole, in a disproportionate manner relative to comparable Persons in such industry, or ( iv ) any change in Applicable Law or GAAP, or in the official interpretations of any of the foregoing, or ( b ) any effect, change or circumstance that would reasonably be expected to prohibit or materially impair the ability of the Purchaser to consummate the transactions contemplated hereby or by the Ancillary Agreements or the ability of the Purchaser and the Parent to perform their obligations hereunder or thereunder on a timely basis.

     “ Recapitalization ” has the meaning set forth in Section 2.1.

      “Restricted Activities” has the meaning given thereto in the applicable Principal’s Employment Agreement.

     “ Restricted Period ” has the meaning given thereto in the applicable Principal’s Employment Agreement.

     “ Revenue ” means, with respect to any period, the revenue of the Company for such period, calculated in accordance with the Applicable Accounting Principles.

     “ Run-Rate Adjustment Amount ” has the meaning set forth in Section 2.5(a).

     “ S-Corporations ” has the meaning set forth in the recitals.

     “ Sarbanes-Oxley Act ” means the Sarbanes-Oxley Act of 2002 and the rules and regulations of the SEC thereunder, in each case, as amended.

     “ Scheduled Intellectual Property ” means all Intellectual Property consisting of patents, patent applications, common law trademarks, trademark applications, trademark registrations, common law service marks, service mark applications, service mark registrations, trade names, domain names, copyright registrations and material unregistered copyrights owned by the Company.

     “ SEC ” means the United States Securities and Exchange Commission.

     “ Securities Act ” means the Securities Act of 1933 and the rules and regulations of the SEC thereunder, in each case, as amended.

     “ Seller ” has the meaning set forth in the introductory paragraph hereof.

     “ Seller Disclosure Letter ” means the disclosure letter, dated as of the date hereof, delivered by the Seller to the Purchaser at the time of execution hereof.

     “ Seller Indemnitees ” has the meaning set forth in Section 11.3.

     “ Seller Operating Agreement ” has the meaning set forth in Section 2.1(d).

     “ Separate Account Client ” means each Advisory Client that is not a Fund Client, including Advisory Clients under third-party wrap programs, and as more specifically identified in Section 4.20(a) of the Seller Disclosure Letter.

     “ Separate Account Consent ” has the meaning set forth in Section 6.4(c).

     “ Sponsored Fund Consent ” has the meaning set forth in Section 6.4(d).

     “ Sponsored Funds ” means each pooled investment vehicle that relies on an exemption from registration under either Section 3(c)(1) or 3(c)(7) of the Investment Company Act that is sponsored, advised, issued or distributed by the Company or any of its Affiliates and as more specifically identified in Section 4.20(a) of the Seller Disclosure Letter.

     “ Straddle Period ” means any complete Tax period that includes but does not end on the Closing Date.

     “ Sub-Advised Fund ” means each investment company (or series thereof) registered under the Investment Company Act that is an Advisory Client and is sponsored, advised, issued or distributed by a Person other than the Company or any of its Affiliates and as more specifically identified in Section 4.20(a) of the Seller Disclosure Letter.

     “ Subsequent Aggregate Bonus Amount ” has the meaning set forth in Section 7.3(a).

     “ Subsequent Bonus Payments ” has the meaning set forth in Section 7.3(a).

     “ Subsequent Bonus Period ” has the meaning set forth in Section 7.3(a).

     “ Subsidiary ” means, with respect to any Person, any other Person in which the first Person owns, directly or indirectly through one or more intermediaries, outstanding shares of capital stock or other equity interests having ordinary voting power to elect a majority of the board of directors (or comparable body) of such other Person; provided , however , that ownership through fiduciary, trust, custodial or similar arrangements for the account of customers shall not constitute ownership of capital stock or other equity interests for purposes of this definition.

     “ Tax Returns ” means all federal, state, local, foreign, and other returns, information returns (including without limitation, IRS Forms 1098, 1099, 1042, and 1042-S), forms, declarations, elections, claims for refund, statements and reports relating to Taxes, including any schedules or attachments thereto and any amendments thereof.

     “ Taxes ” means all federal, state, local, or foreign and other income, estimated income, alternative or add-on minimum, gross receipts, profits, business, license, occupation, stamp, premium, value added, utility, franchise, service, personal and real property (including special assessments or charges), sales, use, transfer, gains, excise, severance, environmental, unclaimed property, employment, unemployment, payroll, withholding, disability, social security, minimum

tax, capital stock, registration, or any other tax, custom duty, governmental fee, or other like assessment or charge of any kind, together with any interest or any penalty, addition to tax, or additional amount, whether disputed or not, and including any liability for the Taxes of any person under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract or otherwise.

     “ Third Party ” means any Person that is neither a party to this Agreement nor an Affiliate of any party to this Agreement.

     “ Third-Party Claim ” has the meaning set forth in Section 11.5.

     “ Third-Party Consent ” means any consent, authorization, approval or waiver from or notice to any Third Party that is a party (other than a Governmental Authority) to any Contract.

     “ Transfer Taxes ” has the meaning set forth in Section 10.4.

     “ Treasury Regulations ” means the U.S. Treasury Regulations (including any successor regulations promulgated pursuant to the Code).

     “ Web Sites ” has the meaning set forth in Section 4.16(d).

     “ Working Capital Amount ” means ( x ) the current assets of the Company minus ( y ) the current liabilities of the Company, in each case, as determined in accordance with the Applicable Accounting Principles.

ARTICLE II

     Section 2.1 Recapitalization . Prior to the Closing, the Seller and the Principals shall, and the Principals shall cause the S-Corporations to, enter into the following transactions (such transactions, collectively, the “ Recapitalization ”):

     (a) The Principals shall cause the S-Corporations to contribute to the Seller all of the Membership Interests in exchange for membership interests in the Seller, and the Seller shall issue to each of the Principals (or the applicable S-Corporations) membership interests in the Seller in exchange for such contribution;

     (b) The Seller shall enter into a joinder to the Operating Agreement, in form and substance satisfying the requirements set forth in Section 6.4 of the Operating Agreement;

     (c) The Principals shall cause each of the S-Corporations that is a Class A Member (as such term is defined in the Operating Agreement) to execute and deliver to the Manager (as such term is defined in the Operating Agreement) a written approval of the transfer of the Principals’ respective membership interests in the Company to the Seller and the admission of the Seller as a “Substitute Member” within the meaning of Section 6.4 of the Operating Agreement; and

     (d) The Principals shall cause the S-Corporations to enter into an amended and restated operating agreement of the Seller, effective as of the Closing Date (the “ Seller Operating Agreement ”), in a form prepared by the Seller and approved by the Purchaser (such approval not to be unreasonably withheld or delayed).

     Section 2.2 Purchase and Sale of Membership Interests . On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Seller shall sell, transfer, assign and deliver to the Purchaser all of the Membership Interests, free and clear of any Liens other than Liens created by the Purchaser or its Affiliates.

     Section 2.3 Purchase Price . On the terms and subject to the conditions set forth in this Agreement, the Purchaser shall pay to the Seller for the Membership Interests a purchase price (the “ Purchase Price ”) that shall consist of the following:

     (a) the sum of $66.4 million (the “ Closing Payment ”), payable in cash at the Closing, subject to adjustment as provided in Section 2.5 and subject to further adjustment pursuant to Section 2.6; and

     (b) the Future Payments, payable as provided in Section 2.4.

     Section 2.4 Future Payments .

     (a)  Eligibility . Following each of the calendar years 2008, 2009, and 2010 (each such calendar year a “ Future Payment Period ”), the Purchaser shall pay or cause to be paid to the Seller an aggregate amount in cash (each such payment, a “ Future Payment ” and, collectively, the “ Future Payments ”) equal to 10% of an amount equal to the applicable Multiple for the Future Payment Period just ended times Post-Bonus EBITDA for the Future Payment Period just ended; provided , however , that the Purchaser shall have no obligation to make a Future Payment with respect to any Future Payment Period in which Revenue is less than 80% of the Aggregate Closing Advisory Revenue Run-Rate.

     (b)  Payment of Estimated Future Payments and Certification of Post-Bonus EBITDA .

     (i) On or before December 15 of each Future Payment Period, the Purchaser and the Seller shall jointly prepare in good faith an estimate of Revenue and Post-Bonus EBITDA for such Future Payment Period based on financial data for the Company as of November 30 of such Future Payment Period. If such estimate shows projected Revenue for such Future Payment Period to be at least 80% of the Aggregate Closing Advisory Revenue Run-Rate, then the Purchaser shall pay to the Seller an amount equal to 80% of the Future Payment that would be payable under Section 2.4(b)(ii) if Post-Bonus EBITDA set forth in such estimate were set forth on the Future Payment Certificate for such Future Payment Period.

     (ii) As soon as reasonably possible after the preparation of Parent’s audited consolidated financial statements following the end of each Future Payment Period, but in no event later than 90 days after the end of each Future Payment Period, the Purchaser shall prepare (or caused to be prepared) and deliver to the Seller a certificate (each, a “ Future Payment Certificate ”) setting forth the Purchaser’s calculation, in reasonable

detail, of ( x ) Post-Bonus EBITDA for such Future Payment Period, ( y ) Revenue for such Future Payment Period, and (z) the amount of the Future Payment, if any, for such Future Payment Period, together with the Company’s income statement with respect to such Future Payment Period prepared in accordance with the Applicable Accounting Principles.

     (iii) The Seller shall have 20 days from the date on which a Future Payment Certificate is delivered to it (the “ Future Payment Review Period ”) to review such Future Payment Certificate. The Purchaser shall, and shall cause the Company to, grant to the Seller and its accountants reasonable access to such information as the Seller may reasonably request in connection with such review, including the work papers of the Purchaser and its accountants and the books and records of the Company. If the Seller disagrees with any item or amount shown or reflected on any Future Payment Certificate, the Seller may, on or prior to the last day of such Future Payment Review Period, deliver to the Purchaser a notice of disagreement (a “ Future Payment Dispute Notice ”) setting forth in reasonable detail each disputed item or amount and the basis for the Seller’s disagreement therewith, together with the Seller’s calculation of Post-Bonus EBITDA, Revenue, and the Future Payment, if any, for the relevant Future Payment Period. If no Future Payment Dispute Notice is received by the Purchaser on or prior to the last day of the applicable Future Payment Review Period, the Future Payment Certificate shall be deemed accepted by the Seller and shall be final, binding and conclusive on the parties hereto.

     (c)  Determination of Final Future Payment Certificate Following A Dispute . If Seller has delivered to the Purchaser a Future Payment Dispute Notice pursuant to Section 2.4(b)(iii), the Seller and the Purchaser shall first attempt to reconcile their differences, and any resolution by them as to any disputed amounts or calculations shall be final, binding and conclusive on the parties hereto. If the Seller and the Purchaser are unable to reach a resolution with such effect within 10 Business Days, the Seller and the Purchaser shall submit the items remaining in dispute for resolution to the Accounting Firm, which shall determine and report to the Seller and the Purchaser upon such remaining disputed items or calculations, and such report shall be final, binding and conclusive on the parties hereto. The Purchaser and the Seller shall make reasonably available to the Accounting Firm all relevant books and records, any work papers (including those of the parties’ respective accountants, to the extent applicable) and supporting documentation relating to the determination of Post-Bonus EBITDA, Revenue, and the Future Payment, if any, for the relevant Future Payment Period. The fees and disbursements of the Accounting Firm shall be borne equally by the Purchaser and the Seller. The Accounting Firm’s determination shall be made within 30 days after the submission of the items remaining in dispute under the Future Payment Dispute Notice and shall be set forth in a written statement delivered to the Seller and the Purchaser, which statement shall set forth any resulting adjustment to the Future Payment Certificate.

     (d)  Reconciliation of Future Payments . Following the final determination of each Future Payment under Section 2.4(b)(iii) or 2.4(c):

     (i) if the payment made pursuant to Section 2.4(b)(i) is less than the Future Payment shown on the applicable Future Payment Certificate (as finally determined),

then the Purchaser shall within five Business Days pay the Seller, in cash, by wire transfer of immediately available funds to the bank account or accounts designated by the Seller, the amount equal to the excess of the Future Payment shown on the applicable Future Payment Certificate (as finally determined) over the payment made pursuant to Section 2.4(b)(i); or

     (ii) if the payment made pursuant to Section 2.4(b)(i) is more than the Future Payment shown on the applicable Future Payment Certificate (as finally determined), then the Seller shall within five Business Days pay the Purchaser, in cash, by wire transfer of immediately available funds to the bank account or accounts designated by the Purchaser, the amount equal to the excess of the payment made pursuant to Section 2.4(b)(i) over the Future Payment shown on the applicable Future Payment Certificate (as finally determined).

     (e)  Buy-Out Procedure .

     (i) Following the Closing, the Purchaser and the Seller shall each have the right to commence, as provided in clause ( iii ) or ( vii ) of this Section 2.4(e), as applicable, a buy-out procedure with respect to the Future Payments (such procedure, the “ Buy-Out Procedure ”), pursuant to which the Purchaser will pay to the Seller, in cash, an amount (such amount, the “ Buy-Out Payment ”) equal to the product of ( x ) an amount equal to ten percent (10%) of an amount resulting from multiplying the Average Multiple times Projected Post-Bonus EBITDA and ( y ) the number of Future Payment Periods that have not expired prior to or at the date on which the Buy-Out Procedure is commenced (such date, the “ Commencement Date ”); provided , however, no Buy-Out Procedure may be commenced if Revenue for the 12-month period ending on the date that would have been the Commencement Date but for this proviso is less than 80% of the Aggregate Closing Advisory Revenue Run-Rate. For purposes of this Section 2.4(e), “ Projected Post-Bonus EBITDA ” shall mean the average annual Adjusted EBITDA for the 24-month period immediately preceding the first day of the month in which the Commencement Date occurs.

     (ii) If at any time after the Closing Date, the Purchaser or Parent enters, or causes the Company to enter, into a definitive agreement with respect to a Change of Control Transaction (such agreement, a “ Change of Control Agreement ”), the Purchaser shall give a written notice to the Seller of such Change of Control Agreement and the Change of Control Transaction contemplated thereby (such notice, a “ Change of Control Notice ”) within two (2) Business Days after the Purchaser executes such definitive agreement, provided that the Seller shall, and shall cause its Affiliates, officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of law, all confidential information concerning the Change of Control Transaction contained in such Change of Control Notice.

     (iii) Within sixty (60) days after the consummation of the Change of Control Transaction (such period, the “ Buy-Out Period ”), the Purchaser or, following the consummation of such Change of Control Transaction, the counter-party to such Change

of Control Transaction (such counter-party, the “ Acquirer ”), shall have the right to commence the Buy-Out Procedure by delivering to the Seller, during the period Buy-Out Period:

     (A) A written notice to the effect that the Acquirer is exercising the Buy-Out Option (a “ Buy-Out Notice ”), which notice shall include a calculation, in reasonable detail, of (I) Projected Post-Bonus EBITDA and (II) the Buy-Out Payment (it being understood that such Buy-Out Notice may be included in the Change of Control Notice, in which case the Change of Control Notice shall be deemed to constitute a Buy-Out Notice for purposes of this Section 2.4(e)); and

     (B) A payment equal to the Buy-Out Payment set forth in the Buy-Out Notice.

     (iv) The Seller shall have forty-five (45) days from the date on which the Buy-Out Notice is delivered to it (the “ Buy-Out Review Period ”) to review such Buy-Out Notice and the calculation of the Buy-Out Payment set forth therein. The Purchaser (or, following the consummation of such Change of Control Transaction, the Acquirer) shall, and shall cause the Company to, grant to the Seller and its accountants reasonable access to such information as the Seller may reasonably request in connection with such review, including the work papers of the Purchaser or the Acquirer, as applicable, and its accountants and the books and records of the Company. If the Seller disagrees with any item or amount shown or reflected on any Buy-Out Notice, the Seller may, on or prior to the last day of such Buy-Out Review Period, deliver to the Purchaser or the Acquirer, as applicable, a notice of disagreement (a “ Buy-Out Dispute Notice ”) setting forth in reasonable detail each disputed item or amount and the basis for the Seller’s disagreement therewith, together with the Seller’s calculation of Projected Post-Bonus EBITDA and the Buy-Out Payment. If no Buy-Out Dispute Notice is received by the Purchaser or the Acquirer, as applicable, on or prior to the last day of the Buy-Out Review Period, the Buy-Out Notice and the calculation of the Buy-Out Payment set forth therein shall be deemed accepted by the Seller.

     (v) If the Seller has delivered to the Purchaser or the Acquirer, as applicable, a Buy-Out Dispute Notice pursuant to clause ( iv ) of this Section 2.4(e), the Seller and the Purchaser or the Acquirer, as applicable, shall first attempt to reconcile their differences, and any resolution by them as to any disputed amounts or calculations shall be final, binding and conclusive on the parties hereto. If the Seller and the Purchaser or the Acquirer, as applicable, are unable to reach a resolution with such effect within ten (10) Business Days, the Seller and the Purchaser or the Acquirer, as applicable, shall submit the items remaining in dispute for resolution to the Accounting Firm, which shall determine and report to the Seller and the Purchaser or the Acquirer, as applicable, upon such remaining disputed items or calculations, and such report shall be final, binding and conclusive on the Seller and the Purchaser or the Acquirer, as applicable. The Purchaser or the Acquirer, as applicable, and the Seller shall make reasonably available to the Accounting Firm all relevant books and records, any work papers (including those of the parties’ respective accountants, to the extent applicable) and supporting documentation relating to the determination of Projected Post-Bonus EBITDA and the Buy-Out

Payment. The fees and disbursements of the Accounting Firm shall be borne equally by the Purchaser or the Acquirer, as applicable, on the one hand, and the Seller, on the other hand. The Accounting Firm’s determination shall be made within thirty (30) days after the submission of the items remaining in dispute under the Buy-Out Dispute Notice and shall be set forth in a written statement delivered to the Seller and the Purchaser or the Acquirer, as applicable, the “ Final Buy-Out Notice ,” which statement shall set forth any resulting adjustment to the Buy-Out Payment.

     (vi) Within five (5) Business Days after delivery of the Final Buy-Out Statement, the parties shall take the following applicable actions:

     (A) If the Buy-Out Payment set forth in the Final Buy-Out Statement exceeds the amount of the Buy-Out Payment that was made pursuant to Section 2.4(e)(iii) then the Purchaser shall pay to the Seller, in cash, by wire transfer of immediately available funds to the bank account or accounts designated by the Seller, the amount by which the Buy-Out Payment set forth in the Final Buy-Out Statement exceeds the amount of the Buy-Out Payment that was made pursuant to Section 2.4(e)(iii); or

     (B) If the Buy-Out Payment set forth in the Final Buy-Out Statement is less than the amount of the Buy-Out Payment that was made pursuant to Section 2.4(e)(iii) then Seller shall pay to Purchaser, in cash, by wire transfer of immediately available funds to the bank account or accounts designated by Purchaser, the amount by which the Buy-Out Payment set forth in the Final Buy-Out Statement is less than the amount of the Buy-Out Payment that was made pursuant to Section 2.4(e)(iii).

     (vii) At any time prior to the one-year anniversary of the consummation of the Change of Control Transaction, the Seller shall have the right to commence the Buy-Out Procedure by delivering to the Purchaser or the Acquirer, as applicable, a written notice to that effect, if any of the following shall have occurred during such one-year period: ( A ) any Principal shall have terminated his Employment Agreement for Good Reason (as defined in such Employment Agreement), ( B ) Purchaser, Parent, an Affiliate of Purchaser or Parent, or the Acquirer, as applicable, shall have terminated any of the Employment Agreements for any reason other than Cause (as defined in such Employment Agreement), ( C ) Purchaser, Parent, an Affiliate of Purchaser or Parent, or the Acquirer, as applicable, shall have breached the terms of any of the Employment Agreements or of this Agreement, including the terms and conditions of Section 6.11, 7.1, 7.2, or 7.3 of this Agreement, ( D ) Purchaser, Parent, an Affiliate of Purchaser or Parent, or the Acquirer, as applicable, shall have indicated that it does not intend to continue to provide substantially all of the investment-advisory services offered by the Company immediately prior to the Change of Control Transaction, or ( E ) Purchaser, Parent, an Affiliate of Purchaser or Parent, or the Acquirer, as applicable, materially diminishes or unreasonably withholds resources that are necessary for the Company to execute its strategic plan. If the Seller has delivered to the Purchaser or the Acquirer, as applicable, a written notice of the Seller’s intention to commence the Buy-Out Procedure in accordance with this clause ( vii ) of this Section 2.4(e), then the Purchaser or the Acquirer, as applicable, shall, within

fifteen (15) days after its receipt of such notice, deliver to the Seller a Buy-Out Notice and But-Out Payment in accordance with clause ( iii ) of this Section 2.4(e), and the procedures set forth in clauses ( iv ), ( v ) and ( vi ) of this Section 2.4(e) shall thereafter apply, provided that when the Purchaser or the Acquirer, as applicable, is preparing the Buy-Out Notice, the Commencement Date shall be considered the date on which the Change of Control Transaction is consummated and not the date that the Seller provides notice pursuant to this Section 2.4(e)(vii).

     (viii) Any Buy-Out Payments made pursuant to this Section 2.4(e) shall be subject to the terms and conditions of Section 11.7. After the final Buy-Out Payments are delivered to the Seller in accordance with clauses ( vi ) or ( vii ) of this Section 2.4(e), all obligations of the Purchaser with respect to the Future Payments shall terminate, and the Seller shall be deemed to have relinquished the right to the Future Payments and shall have no further rights with respect thereto. For the avoidance of doubt, if the Change of Control Transaction is not consummated for any reason, the Purchaser shall not be required to make the Buy-Out Payment to the Seller pursuant to this Section 2.4(e).

     Section 2.5 Purchase Price Adjustment Based on Changes in Revenue Run-Rate .

(a) Adjustment of Closing Payment. At the Closing, the Closing Payment shall be adjusted as follows:

     (i) If the Aggregate Closing Advisory Revenue Run-Rate is less than 95 percent of the Baseline Advisory Revenue Run-Rate, the Closing Payment shall be reduced by an amount equal to the Run-Rate Adjustment Amount (as defined below); or

     (ii) If the Aggregate Closing Advisory Revenue Run-Rate is more than 105 percent of the Baseline Advisory Revenue Run-Rate, the Closing Payment shall be increased by an amount equal to the Run-Rate Adjustment Amount.

     “ Run-Rate Adjustment Amount ” means an amount equal to the product of ( x ) the Closing Payment and ( y ) a fraction (such fraction, expressed as a decimal rounded to four decimal places, the “ Adjustment Factor ”) calculated as follows:

     (A) If the Aggregate Closing Advisory Revenue Run-Rate is less than 95 percent of the Baseline Advisory Revenue Run-Rate, the Adjustment Factor shall be equal to the product of ( x ) 0.95 minus a fraction, the numerator of which is the Aggregate Closing Advisory Revenue Run-Rate and the denominator of which is the Baseline Advisory Revenue Run-Rate, and ( y ) 2.18; or

     (B) If the Aggregate Closing Advisory Revenue Run-Rate is more than 105 percent of the Baseline Advisory Revenue Run-Rate, the Adjustment Factor shall be equal to the product of ( x ) a fraction, the numerator of which is the Aggregate Closing Advisory Revenue Run-Rate and the denominator of which is the Baseline Advisory Revenue Run-Rate, minus 1.05 and ( y ) 2.18; provided , however , that if the Adjustment Factor is more than one tenth (0.1), then the Adjustment Factor shall be deemed to be equal to one tenth (0.1).

     (b)  Closing Statements . As of the close of business on the date that is two Business Days immediately preceding the Closing Date, the Seller shall prepare (or cause to be prepared) in good faith, and shall deliver to the Purchaser not later than noon on the next Business Day, a statement showing ( i ) a calculation, in reasonable detail, of the Aggregate Closing Advisory Revenue Run-Rate and ( ii ) a calculation of the Run-Rate Adjustment Amount.

     (c)  Disputes . The Seller shall, and shall cause the Company and its advisers, counsel and accountants to, give the Purchaser and its advisers, counsel and accountants reasonable access to the Company books, records and personnel in order to enable the Purchaser to review the statement delivered by the Seller pursuant to Section 2.5(b). If the Purchaser disputes such statement or any amounts or calculations contained therein, the Purchaser shall give a written notice of such dispute to the Seller within 15 days following the Closing Date and such dispute thereafter shall be resolved as follows:

     (i) The Seller and the Purchaser shall first attempt to reconcile their differences, and any resolution by them as to any disputed amounts or calculations shall be final, binding and conclusive on the parties hereto.

     (ii) If the Seller and the Purchaser are unable to reach a resolution with such effect within 10 Business Days, the Seller and the Purchaser shall submit the items remaining in dispute for resolution to the Accounting Firm, which shall, within 15 Business Days after such submission, determine and report to the Seller and the Purchaser upon such remaining disputed items or calculations, and such report shall be final, binding and conclusive on the Seller and the Purchaser. The Purchaser and the Seller shall make reasonably available to the Accounting Firm all relevant books and records, any work papers (including those of the parties’ respective accountants, to the extent applicable) and supporting documentation relating to the determination of the Aggregate Closing Advisory Revenue Run-Rate and the applicable adjustment of the Closing Payment, if any. The fees and disbursements of the Accounting Firm shall be borne equally by the Purchaser and the Seller.

     (d)  Final Adjustment . The calculation of the Aggregate Closing Advisory Revenue Run-Rate and the Run-Rate Adjustment Amount shall be deemed final for purposes of this Section 2.5 upon the earliest of the following: ( i ) the failure of the Purchaser to notify the Seller of a dispute within 15 days following the Closing Date; ( ii ) the resolution of all disputes by the Seller and the Purchaser pursuant to clause ( i ) of Section 2.5(c); or ( iii ) the resolution of all disputes by the Accounting Firm pursuant to clause ( ii ) of Section 2.5(c). Any amount that is disputed by the Purchaser but paid to the Seller at the Closing shall be promptly refunded by the Seller to the Purchaser if such dispute is thereafter resolved in favor of the Purchaser. Any payments required to be made by either party pursuant to this Section 2.5(d) shall be accompanied by interest thereon, payable in cash and calculated from the Closing Date through the date of payment at the prime lending rate prevailing during such period, as published in The Wall Street Journal.

     Section 2.6 Working Capital Purchase Price Adjustment .

     (a)  Closing of Books . The Seller shall use its reasonable best efforts to cause a full balance sheet closing to take place on the Closing Date as if it were the last day of a fiscal period for the Company.

     (b)  Closing Date Balance Sheet . As promptly as practicable, but in any event within 60 days following the Closing Date, the Seller shall prepare and deliver to the Purchaser a statement (the “ Closing Statement ”) consisting of ( i ) a balance sheet of the Company as of the close of business on the Closing Date (but without giving effect to the Closing) (the “ Closing Date Balance Sheet ”) and ( ii ) a calculation in reasonable detail of the Working Capital Amount as of the close of business on the Closing Date, based on the Closing Date Balance Sheet (the “ Closing Working Capital Amount ”). The Closing Date Balance Sheet shall be prepared, and the Closing Working Capital Amount shall be calculated, in accordance with the Applicable Accounting Principles. The Purchaser shall assist and cooperate with the Seller in all commercially reasonable respects in the preparation of the Closing Date Balance Sheet and the calculation of the Closing Working Capital Amount, including by providing the Seller with reasonable access to any relevant personnel, books and records of or related to the Company.

     (c)  Disputes . The Seller shall provide the Purchaser and its accountants with reasonable access to the work papers of the Seller and its accountants in connection with the Purchaser’s review of the Closing Date Balance Sheet and the calculation of the Closing Working Capital Amount. The Purchaser may dispute amounts on the Closing Date Balance Sheet or the calculation of the Closing Working Capital Amount by notifying the Seller in writing within 15 days of the Purchaser’s receipt of the Closing Date Balance Sheet and calculation of the Closing Working Capital Amount from the Seller that the Purchaser believes the Closing Date Balance Sheet or the calculation of the Closing Working Capital Amount contains mathematical errors or was not prepared in accordance with Section 2.6(b) and setting forth, in reasonable detail, the basis for such dispute. In the event of such a dispute, the Seller and the Purchaser shall attempt to reconcile their differences, and any resolution by them as to any disputed amounts or calculations shall be final, binding and conclusive on the parties hereto. If the Seller and the Purchaser are unable to reach a resolution with such effect within ten (10) Business Days after the receipt by the Seller of the Purchaser’s written notice of dispute, the Seller and the Purchaser shall submit the items remaining in dispute for resolution to the Accounting Firm, which shall, within 45 days after such submission, determine and report to the Seller and the Purchaser upon such remaining disputed items or calculations, and such report shall be final, binding and conclusive on the Seller and the Purchaser. The Purchaser and the Seller shall make reasonably available to the Accounting Firm all relevant books and records, any work papers (including those of the parties’ respective accountants, to the extent applicable) and supporting documentation relating to the Closing Date Balance Sheet, the calculation of the Closing Working Capital Amount and any other items reasonably requested by the Accounting Firm. The fees and disbursements of the Accounting Firm shall be borne equally by the Seller and Purchaser.

     (d)  Final Adjustment . The Closing Date Balance Sheet and calculation of the Closing Working Capital Amount shall be deemed final for the purposes of this Section 2.6 upon the earliest of ( i ) the failure of the Purchaser to notify the Seller of a dispute within 15 days of the

Purchaser’s receipt of the Closing Date Balance Sheet from the Seller, ( ii ) the resolution of all disputes by the Seller and the Purchaser pursuant to Section 2.6(c) or ( iii ) the resolution of all disputes by the Accounting Firm pursuant to Section 2.6(c).

     (e)  Payment . Within five (5) Business Days following the date on which the Closing Date Balance Sheet and calculation of the Closing Working Capital Amount are deemed final pursuant to Section 2.6(d), the Closing Payment shall be adjusted as follows: ( i ) if the Closing Working Capital Amount is $1.1 million or more, the Purchaser shall pay to the Seller an amount equal to the amount by which the Closing Working Capital Amount exceeds $1.1 million; or ( ii ) if the Closing Working Capital Amount is $900,000 or less, the Seller shall pay to the Purchaser an amount equal to the amount by which the Closing Working Capital Amount is less than $900,000. For the avoidance of doubt, if the Closing Working Capital Amount is more than $900,000 but less than $1.1 million, no Closing Payment adjustment shall be made.

     (f)  Manner of Payment; Interest . Any payments required to be made by the Seller or the Purchaser pursuant to Section 2.6(e) shall be made in cash, by wire transfer of immediately available federal funds to such bank account(s) as shall be designated in writing by the party to which such payment is due and shall be treated as an adjustment to the Purchase Price for tax purposes. Any payments required to be made by the Seller or the Purchaser pursuant to Section 2.6(e) shall be accompanied by cash interest thereon, calculated from the Closing Date through the date of payment at the prime lending rate prevailing during such period as published in The Wall Street Journal.

     Section 2.7 Purchase Price Allocation . Not later than sixty (60) days following the Closing Date, the Purchaser shall prepare and deliver to Seller a statement allocating the Purchase Price, as then known, plus the liabilities of the Company as of the Closing Date, among the Assets of the Company (the “ Allocation Statement ”). The Allocation Statement will be consistent with the provisions of Section 1060 of the Code and the Treasury Regulations thereunder. Within ten (10) days after Seller’s receipt of the Allocation Statement, Seller shall indicate its concurrence therewith, or propose to Purchaser any changes to the Allocation Statement. Seller’s failure to notify Purchaser of any objection to the Allocation Statement within ten (10) days after receipt thereof shall constitute Seller’s concurrence therewith. Should the Seller propose any change to the Allocation Statement, the Purchaser and the Seller shall resolve any disagreement regarding the Allocation Statement in accordance with the provisions of Section 2.4(c). The allocation so determined shall be binding on the parties and, subject to the following sentence, all Tax Returns filed by Purchaser, Seller, the Principals, and each of their Affiliates shall be prepared consistently with such allocation, and none of them shall take a position on any Tax Return or other form or statement contrary to such allocation (unless required to do so by a Governmental Authority). Upon each subsequent adjustment of the Purchase Price after the Closing Date to reflect (i) the Working Capital Purchase Price Adjustment provided in Section 2.6, if any, and (ii) each of the Future Payments, if any, Purchaser and Seller will each revise its IRS Forms 8594 in accordance with the above procedure. Each of the parties agrees to notify the other if the IRS or any other Governmental Authority proposes a reallocation of amounts allocated pursuant to this Section 2.7.

ARTICLE III

     Section 3.1 Closing Date . Unless this Agreement shall have theretofore been terminated and the transactions herein abandoned pursuant to Section 9.1, subject to the provisions of Article VIII, the closing (the “ Closing ”) of the transactions contemplated by this Agreement shall take place at the offices of The Lowenbaum Partnership, St. Louis, Missouri, as of 10:00 a.m., Central time, on the date that is two (2) Business Days after the conditions set forth in Sections 8.1, Section 8.2 and Section 8.3 have been satisfied or waived (other than conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions), or at such other place or on such other date as the parties may agree to in writing (the date on which the Closing occurs is referred to herein as the “ Closing Date ”).

     Section 3.2 Closing Deliveries . At the Closing:

     (a) the Purchaser shall pay to the Seller the Closing Payment, as adjusted pursuant to Section 2.5 and subject to further adjustment pursuant to Section 2.6, by wire transfer of immediately available funds to such account or accounts as the Seller shall designate in writing to the Purchaser not less than three Business Days prior to the Closing Date; and

     (b) the Seller shall execute and deliver to the Purchaser an Assignment Agreement (the “ Assignment Agreement ”), dated as of the Closing Date, with respect to the Membership Interests, in a form prepared by the Seller and approved by the Purchaser (such approval not to be unreasonably withheld or delayed).

ARTICLE IV

     Except as expressly set forth in the Seller Disclosure Letter, as of the date hereof and as of the Closing Date, the Seller represents and warrants to the Purchaser as follows; in addition, except as expressly set forth in the Seller Disclosure Letter, each Principal also makes the representations and warranties contained in Sections 4.1, 4.2, 4.3, 4.4, 4.5 (as to each such Section each Principal makes such representation and warranty for himself only) and clause ( iii ) of the first sentence of Section 4.7(a) to the Purchaser as of the date hereof and as of the Closing Date:

     Section 4.1 Organization, Power, etc .

     (a) The Company is a limited liability company validly existing and in good standing under the laws of the State of Missouri. The Company is qualified or licensed to do business and is in good standing in each of the jurisdictions in which the nature of the Business or the properties or assets owned or operated by the Company makes such qualification or license necessary, except where failure to be so qualified or licensed would not reasonably be expected to have a Material Adverse Effect. True copies of the Organizational Documents, as in effect as of the date hereof, have been made available to the Purchaser, and the Company is not in material violation of any of their provisions. The Company has all organizational authority necessary to carry on the Business. The Company has no Subsidiaries and does not own any

capital stock of, or other equity interest in, any Person (other than ownership through fiduciary, trust, custodial or similar arrangements for the account of customers).

     (b) The Seller is a limited liability company validly existing and in good standing under the laws of the State of Missouri. Since its formation, the Seller has not engaged in any other business and does not and will not as of the Closing Date own any assets other than the Membership Interests and the proceeds of the sale of the Membership Interests. True copies of the articles of organization and operating agreement of the Seller, as in effect as of the date hereof, have been made available to the Purchaser, and the Seller is not in material violation of any of their provisions.

     Section 4.2 Capitalization; Title to Membership Interests; etc . The Membership Interests constitute all of the outstanding equity interests in the Company and are uncertificated. As of the date of this Agreement, the S-Corporations own all of the Membership Interests free and clear of any Liens. Upon completion of the Recapitalization, the Seller will be the sole owner of all of the Membership Interests, free of any Liens. All of the Membership Interests have been validly issued. Upon the delivery and payment for the Membership Interests as contemplated herein, (i) the Seller will have transferred to the Purchaser valid title to the Membership Interests, free of any Liens (other than Liens created or incurred by the Purchaser or any of its Affiliates) and (ii) the Purchaser will be the owner of all outstanding equity interests in the Company.

     Section 4.3 Authorization . The Seller is authorized to execute this Agreement, perform its obligations hereunder and consummate the transactions contemplated hereby. This Agreement has been validly executed by Seller and each of the Principals and, assuming the due authorization and execution by Purchaser, will constitute the Seller’s and Principals’ binding obligation.

     Section 4.4 Non-Contravention .

     (a) The execution and performance of this Agreement by the Seller and each of the Principals, require no action by or in respect of, or filing with, any Governmental Authority other than ( i ) compliance with any applicable requirements of the HSR Act, ( ii ) the actions and filings set forth in Section 4.4(a) of the Seller Disclosure Letter and ( iii ) any actions or filings under any Applicable Laws the absence of which would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

     (b) The execution by the Seller and each of the Principals of this Agreement do not, and their performance of their obligations hereunder (including the Recapitalization) will not: ( i ) violate any provision of the articles of organization or operating agreement of the Seller or of the Organizational Documents; or ( ii ) assuming that ( x ) all Governmental Approvals set forth in Section 4.4(a) of the Seller Disclosure Letter, ( y ) all Third-Party Consents contemplated by Section 4.5, and ( z ) all Client Consents of Advisory Clients contemplated by Section 6.4 have been obtained or, in the case of filings, registrations and notices, made, ( A ) conflict with or violate any Applicable Laws, ( B ) except as set forth in Section 4.4(b) of the Seller Disclosure Letter, require the consent of or other action by any Person under, violate, result in the termination or acceleration of, or of any right under, give rise to or modify any right or

obligation under, or conflict with, breach or constitute a default under, any Contract to which the Seller, any of the Principals or the Company is a party or by which any of their assets is bound or ( C ) result in the creation of any Lien on the Membership Interests or any of the equity interests in, or any assets of, the Company, except, in the case of clauses ( B ) and ( C ), for any such violation, termination, acceleration, conflict, default or Lien as would not, individually or in the aggregate, reasonably be expected to have or result in a Material Adverse Effect.

     Section 4.5 Consents, etc . Except as contemplated by Section 6.4, no Third-Party Consent is required for the execution of this Agreement and the Ancillary Agreements by the Seller or any of the Principals or for performance of their respective obligations, except in any such case for any such Third-Party Consent the failure of which to be obtained or made would not, individually or in the aggregate, reasonably be expected to have or result in a Material Adverse Effect.

     Section 4.6 Financial Statements; Off-Balance Sheet Arrangements .

     (a) The Seller has delivered to the Purchaser complete copies of the audited financial statements of the Company for the periods ended December 31, 2004, 2005 and 2006, together with the reports of the Company’s independent auditors thereon (the “ Financial Statements ”).

     (b) The Financial Statements (including the notes thereto) have been prepared in accordance with GAAP throughout the periods covered thereby and present fairly the financial condition of the Company as of such dates and the results of operations of the Company for the periods then ended.

     (c) The Company is not a party to and does not have any off-balance sheet transactions, arrangements or obligations (including contingent obligations).

     Section 4.7 Litigation .

     (a) Since January 1, 2004 and except as stated in Section 4.7(a) of the Seller Disclosure Letter, there has been no Litigation pending before any Governmental Authority or, to the Knowledge of the Seller, threatened: ( i ) against or affecting the Company, the Business or any of their assets; ( ii ) against or affecting any of the Sponsored Funds; or ( iii ) challenging, or that would reasonably be expected to substantially interfere with consummation of any of the transactions contemplated by this Agreement (including the Recapitalization), or materially impair the ability of the Seller or the Principals to timely perform their obligations hereunder. To the Knowledge of the Seller, no circumstance exists that would reasonably be expected to serve as a basis for the commencement of any such Litigation before any Governmental Authority. The Seller has provided the Purchaser with access to, all material pleadings, correspondence and other documents relating to each Litigation listed in Section 4.7(a) of the Seller Disclosure Letter.

     (b) The Company is not, and has not been since January 1, 2004, a party or subject to any settlement agreements with any Governmental Authority relating to the Company or the Business. There are no outstanding Orders (other than exemptive orders) to which the Company or any of the Sponsored Funds is subject, bound or affected, and there have been no such Orders (other than exemptive orders) since January 1, 2004.

     Section 4.8 Compliance with Laws, Regulatory Reports, and Registrations .

     (a) Except as stated in Section 4.8(a) of the Seller Disclosure Letter, since Ja