EXCHANGE AGREEMENT

EXHIBIT 10.1

EXCHANGE AGREEMENT

by and among

THE INVESTORS

NAMED ON SCHEDULE A HERETO

and

HIGHBURY FINANCIAL INC.

September 14, 2009

TABLE OF CONTENTS

TABLE OF CONTENTS

(Cont’d.)

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.  THE SECURITIES PURCHASED HEREUNDER ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND RESALE UNDER AN AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT, AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND OTHER APPLICABLE LAWS PURSUANT TO REGISTRATION OR EXEMPTION FROM REGISTRATION REQUIREMENTS THEREUNDER AND UNDER SUCH AGREEMENT.

EXCHANGE AGREEMENT

This Exchange Agreement (the “ Agreement ”) is made as of this 14 ^th day of September, 2009 by and among the persons named as Investors set forth on Schedule A hereto (each an “ Investor ”, and, collectively, the “ Investors ”), and Highbury Financial Inc., a Delaware corporation (the “ Company ”), with reference to the following background.

RECITALS

WHEREAS, the Investors in the aggregate own 1,000 shares of Series B Convertible Preferred Stock, par value $0.0001 per share, of the Company (“ Series B Preferred ”);

WHEREAS, pursuant to the terms of this Agreement, the Investors wish to exchange up to 360 shares of Series B Preferred (the “ Exchange ”) for shares of common stock, par value $0.0001 per share, of the Company (“ Common Stock ”) upon the terms and conditions set forth in this Agreement; and

WHEREAS, pursuant to the terms of this Agreement, the Company wishes to enter into the Exchange in order to prevent a single stockholder from acquiring ownership beneficially, either directly or through one or more controlled companies, of more than 25% of the outstanding Voting Securities (as defined below) of the Company, thereby triggering a presumptive change of control under Section 2(a)(9) of the Investment Company Act (as defined below) of Aston Asset Management LLC (“Aston”), the Company’s wholly owned subsidiary and investment adviser to the Aston Funds.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and of the mutual agreements hereinafter contained, the parties hereto hereby agree as follows, with the obligations of each Investor being several and not joint:

ARTICLE I

DEFINITIONS

Section 1.01.   Definitions .  As used in this Agreement, the following terms have the following meanings:

“ 25% Stockholder ” shall mean a Person that would own, either of record or beneficially through a broker, bank or other nominee measured at the end of any trading day, twenty-five percent (25%) or more of the Voting Securities of the Company (calculated in the manner provided pursuant to Section 2(a)(42) under the Investment Company Act) but for an Exchange under this Agreement.

“ 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, the Company shall not be deemed to be an Affiliate of Aston.

“ Agreement ” means this Exchange Agreement, as amended from time to time.

“ Amended and Restated Investor Rights Agreement ” shall mean the Amended and Restated Investor Rights Agreement of even date herewith by and among the Company, the Investors and the Management Stockholders.

“ Asserted Liability ” shall have the meaning set forth in Section 7.11(a).

“ Aston ” shall have the meaning set forth in the recitals.

“ Board ” means the Board of Directors of the Company.

“ Certificate of Designation ” means the Certificate of Designation filed with the Secretary of State of the State of Delaware with respect to the Series B Preferred Stock as amended from time to time.

“ Claims ” shall have the meaning set forth in Section 7.11.

“ Claims Notice ” shall have the meaning set forth in Section 7.11(a).

“ Closing ” shall have the meaning set forth in Section 2.03.

“ Code ” shall have the meaning set forth in Section 2.01.

“ Common Stock ” shall have the meaning set forth in the recitals.

“ Company ” shall have the meaning set forth in the preamble.

“ Contractual Obligation ” shall have the meaning set forth in Section 4.06.

“ 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.

“ Conversion Number ” shall mean 4,500, subject to adjustment as set forth in the definition of “Conversion Number” in Section 12 of the Certificate of Designation of the Series B Preferred filed with the Secretary of State of the State of Delaware on August 10, 2009, as amended from time to time.

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

“ Exchange Shares ” shall mean the number of shares of Common Stock to be issued by the Company pursuant to Section 2.01 of the Agreement such that after such issuance the number of Voting Securities held by the 25% Stockholder that triggered the Exchange shall be equal to (i) .25 multiplied by the number of Voting Securities outstanding after the issuance contemplated by Section 2.01 minus (ii) one (1) share of Common Stock; provided, however in no event shall the number of Exchange Shares exceed the product of 360 and the Conversion Number.

“ Financial Statements ” shall have the meaning set forth in Section 5.06(b).

“ Governmental Authority ” shall have the meaning set forth in Section 4.05.

“ 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.

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

“ Investor(s) ” shall have the meaning set forth in the preamble.

“ Management Stockholder(s) ” shall mean (a) in the case of any Investor which is a natural person, such Investor, and (b) in the case of any Investor which is not a natural person, that certain employee of Aston (or one of its Controlled Affiliates) who is the owner of the issued and outstanding capital stock of, or other equity interests in, such Investor and is listed as such on Schedule A hereto (including any such employee after such employee has transferred any of its, his or her interest in such Investor to a Permitted Transferee (as such term is defined in the Investor Rights Agreement)).

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

“ Requirement of Law ” shall have the meaning set forth in Section 4.06.

“ SEC ” shall mean the Securities and Exchange Commission, and any successor Governmental Authority thereto.

“ SEC Reports ” shall have the meaning set forth in Section 5.06(a).

“ Securities Act ” means the Securities Act of 1933, as amended from time to time, and the rules and regulations promulgated thereunder by the SEC from time to time.

“ Securities Exchange Act ” means the Securities Exchange Act of 1934, as amended.

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

“ Transaction Documents ” shall mean this Agreement and the Amended and Restated Investor Rights Agreement.

“ Voting Securities ” shall have the same meaning as set forth in Section 2(a)(42) under the Investment Company Act.

ARTICLE II

EXCHANGE

Section 2.01.    Exchange of Series B Preferred for Common Stock by Investors .  On the terms and subject to the conditions of this Agreement, each time a Person becomes a 25% Stockholder, at the Closing (i) the Company hereby agrees to issue to each Investor its pro rata share (based upon the number of shares of Series B Preferred held by such Investor at the time of the Closing and the total number of shares of Series B Preferred held by all Investors at the time of the Closing) of the Exchange Shares and (ii) each Investor hereby agrees to accept his, her or its pro rata share of such Exchange Shares in exchange for such number of shares or fractional shares of Series B Preferred equal to the quotient of (x) the number of Exchange Shares issued to such Investor divided by (y) the Conversion Number.  At the Closing, each of the Investors shall deliver to the Company assignments duly executed by such Investor representing the respective number of Series B Preferred held by such Investor, in exchange for the number of Exchange Shares as provided in this Section 2.01.  Promptly following (but in no event more than five business days after) any exchange pursuant hereto, the Company shall pay to each Investor an amount equal to all accrued but unpaid dividends which are in arrears for more than one quarter on the shares of Series B Preferred which are so exchanged.  Notwithstanding anything in this Section 2.01 to the contrary, the Investors, in the aggregate, shall not be required to exchange more than 360 shares of Series B Preferred (as such number may be ratably adjusted on account of any stock splits, stock dividends, stock combinations or similar recapitalizations with respect to the Series B Preferred).  The Company and the Investors agree to treat each Exchange as a recapitalization pursuant to Section 368(a)(1)(E) of the Internal Revenue Code of 1986, as amended (the “ Code ”), and to consistently take the position on all tax returns, before any taxing authority, and in any judicial proceeding, that each Exchange contemplated by this Agreement qualifies as a recapitalization under Section 368(a)(1)(E) of the Code.

Section 2.02.    Amendment to Investor Rights Agreement .  The Company and the Investors shall execute and deliver, and the Investors shall cause the Management Stockholders to execute and deliver, the Amended and Restated Investor Rights Agreement, which shall automatically become effective upon the consummation of the Closing.

Section 2.03.    Closing .  The closing of each Exchange contemplated by this Agreement shall be effective upon, and contemporaneous with, a Person becoming a 25% Stockholder of the Company (the “ Closing ”).  Each Closing shall take place at the offices of Bingham McCutchen LLP, 399 Park Avenue, New York, New York.  As soon as practicable after each Closing, the Company shall cause its transfer agent to deliver certificates representing the Exchange Shares to each Investor.  No Closing may occur after the earlier to occur of (x) the first anniversary of the date of this Agreement and (y) unless otherwise mutually agreed by the parties hereto, immediately prior to the consummation of an event which would constitute a Change of Control (as defined in the Certificate of Designation).  For the avoidance of doubt, if a transaction occurs which would constitute a Change of Control (as defined in the Certificate of Designation), unless otherwise agreed between the parties, no Closing shall occur with respect to such transaction.  If a Closing does not occur on or before the first anniversary of the date of this Agreement, this Agreement shall terminate and have no further force or effect.

ARTICLE III

RESTRICTIVE LEGENDS

Section 3.01.    Restrictive Legends .  It is understood and agreed that the certificates evidencing the shares of Common Stock to be delivered to the Investors at the Closing, and each certificate issued upon transfer thereof, shall bear the following legends, in addition to any other legends required by Delaware law:

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF

THE INVESTORS

Each Investor severally represents and warrants (as to itself, himself or herself only) to the Company, as of the date hereof and as of each Closing, as follows:

Section 4.01.    Organization .  Such Investor is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation.

Section 4.02.   Ownership and Capital Structure.

(a)     The number of shares of Series B Preferred held by such as of the date hereof is as set forth on Schedule A hereto.

(b)     Such Investor is the lawful owner of the Series B Preferred to be transferred by it hereunder, free and clear of all liens, encumbrances, restrictions and claims of every kind (other than pursuant to applicable securities laws and the provisions of the Amended and Restated Investor Rights Agreement and Certificate of Designation) and has full legal right, power and authority to enter into this Agreement and to sell, assign, exchange, transfer and convey its Series B Preferred pursuant to this Agreement.

Section 4.03.    Investment Intent .  The shares of Common Stock to be acquired by such Investor hereunder (i) are being acquired by such Investor for its own account and (ii) are not being acquired by such Investor with a view to, or for sale in connection with, any distribution thereof which is not in compliance with applicable securities laws.

Section 4.04.    Accredited Investor; Knowledge and Experience .  Such Investor is an “accredited investor” as that term is defined in Regulation D under the Securities Act.  Such Investor has carefully considered the potential risks relating to the Company and the Exchange.  Such Investor is familiar with the business and financial condition, properties, operations and prospects of the Company and has had access, during the course of the transactions contemplated hereby and prior to the Exchange, to such information as it has deemed material to its investment decision and has had the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of the investment and to obtain additional information (to the extent Company possessed such information or could acquire it without unreasonable effort or expense) necessary to verify the accuracy of any information furnished to such Investor or to which such Investor has had access; provided, that neither the foregoing (nor any other knowledge which such Investor has) shall in any way limit the scope or effect of the representations and warranties of the Company set forth in Article V.  Such Investor made, either alone or together with its advisors, such indepe