Exhibit 10.1

TRANSACTION AGREEMENT

dated as of

October 19, 2009

between

MORGAN STANLEY

and

INVESCO LTD.

TABLE OF CONTENTS

TABLE OF EXHIBITS

TRANSACTION AGREEMENT

     TRANSACTION AGREEMENT (this “ Agreement ”) dated as of October 19, 2009 between Invesco Ltd., a Bermuda corporation (“ Buyer ”), and Morgan Stanley, a Delaware corporation (“ Seller ”).

W I T N E S S E T H :

     WHEREAS, Seller owns, directly or indirectly, the Van Kampen Business and desires to sell the Van Kampen Business to Buyer, and Buyer desires to purchase the Van Kampen Business from Seller, pursuant to (i) a merger of Van Kampen Parent with and into Merger Subsidiary and (ii) a sale and purchase of the Purchased Assets, in each case upon the terms and subject to the conditions hereinafter set forth and pursuant to the Agreement and Plan of Merger; and

     WHEREAS, for U.S. federal income tax purposes, it is intended that the Merger shall qualify as a “reorganization” within the meaning of Section 368(a) of the Code (a “ 368 Reorganization ”), and that this Agreement shall constitute a “plan of reorganization” within the meaning of Section 1.368-2(g) of the Treasury regulations promulgated under the Code, unless Seller exercises an Alternative Transaction Structure Election pursuant to Section 7.11;

     ACCORDINGLY, in consideration of the promises and of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:

ARTICLE 1
DEFINITIONS

     Section 1.01 . Definitions. (A) As used herein, the following terms have the following meanings:

     “ 2010 Compensation Accrual ” means the accrued amount (reflecting the period from January 1, 2010 through the day before the Closing Date) in respect of any Liabilities in respect of cash based bonus awards to be granted by Buyer in the ordinary course of business pursuant to the 2010 Incentive Compensation Programs.

     “’ 40 Act Fund ” means any Fund registered under the Investment Company Act.

     “’ 40 Act Management Fund ” means any ’40 Act Fund other than a UIT Fund.

     “ Adjusted Assets Under Management ” as of any date means the sum, for any Client investment management account (excluding, for purposes of this

Agreement, UIT Fund accounts) in question as of such date, of the amount, expressed in U.S. dollars, of assets under management of the Van Kampen Business for each such account as of such date valued as follows:

     (a) for purposes of calculating the Base Revenue Run-Rate as of the Base Date, in the same manner as provided for the calculation of base investment management fees payable in respect of each such Client account pursuant to the terms of the Investment Advisory Arrangements applicable to such account; and

     (b) for purposes of calculating the Closing Revenue Run-Rate as of the Closing Measurement Date or as of the Closing Date, as applicable, as the amount calculated pursuant to subsection (a) above, (i) increased by a positive amount equal to additions, contributions and reinvestments actually funded to such account after the Base Date and on or prior to the Closing Measurement Date or the Closing Date, as applicable, (ii) increased with respect to any new accounts opened after the Base Date and on or prior to the Closing Measurement Date or the Closing Date, as applicable, and any additions to such new accounts prior to the Closing Measurement Date or the Closing Date, as applicable, by the amount of additions, contributions and reinvestments actually funded to such account after the Base Date and on or prior to the Closing Measurement Date or the Closing Date, as applicable, (iii) decreased by terminations, withdrawals, redemptions and repurchases actually funded out of each such account after the Base Date and prior to the Closing Measurement Date or the Closing Date, as applicable, and (iv) decreased by the amount of any Contingent Account to the extent provided in the definition thereof;

provided , however , in the case of both clauses (a) and (b) hereof (other than clauses (D), (E) and (F) below, which shall relate solely to clause (b)):

     “ Adjustment Factor ” means an amount equal to the Base Purchase Price divided by the Base Revenue Run-Rate.

     “ Advisory Client ” means a Client of the Van Kampen Business, other than a Fund.

     “ Affiliate ” means, with respect to any Person, any other Person directly or indirectly Controlling, Controlled by, or under common Control with such Person. Notwithstanding anything in this Agreement to the contrary, in no event shall any Fund of, or managed by, any Person be considered to be an Affiliate of such Person.

     “ Aggregate Cash Consideration ” means $500,000,000.

     “ Aggregate Equity Consideration ” means 44,130,627 shares of Buyer Stock (as adjusted pursuant to the terms and conditions hereof); provided that if the Aggregate Equity Consideration would otherwise cause Seller’s beneficial ownership (as defined in Rule 13d of the Exchange Act) of Buyer Stock (as determined by Seller based on its reporting and compliance policies and procedures in respect thereof and discussed with Buyer) to exceed the Common Stock Cap, the Aggregate Equity Consideration shall consist of (i) the maximum number of shares of Buyer Stock that Seller can own without Seller’s beneficial ownership exceeding the Common Stock Cap plus (ii) a number of shares of Equivalent Buyer Preferred Stock that are convertible into a number of shares of Buyer Stock equal to (x) 44,130,627 shares of Buyer Stock less (y) the number of shares of Buyer Stock referred to in clause (i).

     “ Aggregate Purchase Price ” means, collectively, the Aggregate Cash Consideration and the Aggregate Equity Consideration.

     “ Agreement and Plan of Merger ” means the Agreement and Plan of Merger to be entered into by the parties in connection with the Merger substantially in the form of Exhibit A.

     “ Ancillary Agreement ” means each of the Agreement and Plan of Merger, the Assignment and Assumption Agreement, the Transition Services Agreement, the IP Matters Agreement, the Distribution Agreement and the Temporary Investment Services Agreement.

     “ Antitrust Laws ” mean all Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade.

     “ Asset Consideration ” means the portion of the Aggregate Cash Consideration allocated to the Purchased Assets.

     “ Assignment and Assumption Agreement ” means the Assignment and Assumption Agreement, Bill of Sale to be entered into by the parties related to the Purchased Assets and the Assumed Liabilities substantially in the form of Exhibit B.

     “ Assignment Requirements ” means, with respect to any Existing Advisory Contract, the necessary consents and approvals under applicable Law and under such Existing Advisory Contract (which consents and approvals may be obtained by negative consent to the extent contemplated by Section 7.05) to effect (A) the assignment or continuation of such Existing Advisory Contract (or if required by applicable Law, the replacement of such Existing Advisory Contract with a New Advisory Contract) (and shall not include an “interim contract” pursuant to Rule 15a-4 under the Investment Company Act), in connection with the transactions contemplated by this Agreement (whether via

assignment, merger or otherwise), (B) a change of control of the adviser, sub-adviser, investment manager, trustee or similar such party in connection with the transactions contemplated by this Agreement, (C) a Fund Merger or (D) a Closed-End Fund Assignment Arrangement or a Client Assignment Arrangement, in each case as contemplated by Section 7.05.

     “ Assumed Benefit and Compensation Arrangement ” means any (i) Benefit and Compensation Arrangement or portion thereof that is sponsored, entered into or maintained by any Transferred Entity under which a Transferred Entity has any current or future obligation that is assumed by Buyer or one of its Affiliates pursuant to Section 9.02(j), (ii) employment agreement, offer letter or similar individual Contract that is assumed by Buyer or one of its Affiliates pursuant to Section 9.01(f) and (iii) 2009 Long-Term Incentive Award assumed by Buyer pursuant to Section 9.02(b), in each case, as identified on Section 3.14(a)(ii) of the Seller Disclosure Schedule.

     “ Assumed Liabilities ” means all obligations and liabilities of any kind, character or description (whether known or unknown, accrued, absolute, contingent or otherwise and whether arising before, on or after the Closing Date), and all Contracts validly assigned, in each case primarily relating to or arising from or under any of the Purchased Assets or the conduct of the Van Kampen Business to the extent relating to the Morgan Stanley-Branded Transferred Clients, except for (i) the Excluded Payables, (iii) those matters set forth on Section 11.02(a) of the Buyer Disclosure Schedule and (iv) as otherwise set forth in Article 9.

     “ Base Date ” means September 30, 2009.

     “ Base Purchase Price ” means $1,500,000,000.

     “ Base Revenue Run-Rate ” means the Revenue Run-Rate for all Clients of the Van Kampen Business calculated as of the Base Date, as set forth on the Base Revenue Schedule.

     “ Benefit and Compensation Arrangement ” means any employment (or form of employment), benefit and compensation agreement (including compensation guarantees), plan, Contract, program, arrangement or policy covering one or more (i) Van Kampen Business Employees or (ii) former employees of the Van Kampen Business (to the extent there is a current or future obligation to such former employee under such benefit and compensation arrangement for which a Transferred Entity is responsible or has any liability, contingent or otherwise), including any trust instruments and insurance Contracts forming a part thereof and any deferred compensation, stock purchase, equity or equity-based or other incentive, bonus, consulting, post-retirement insurance, workers’ compensation, disability, fringe or other benefit, vacation or severance or change in control agreement, plan, Contract, program, arrangement or policy, including any “employee benefit plan” within the meaning of Section 3(3) of

ERISA, and all amendments thereto and any statutory or government obligations, plans or arrangements with respect to jurisdictions other than the United States, Japan and the United Kingdom.

     “ BHC Act ” means the United States Bank Holding Company Act of 1956.

     “ Broker-Dealer ” means Van Kampen Funds Inc., a Delaware corporation.

     “ Business Day ” means a day, other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by applicable Law to close.

     “ Buyer Deductible Compensatory Arrangements ” means the Legacy Van Kampen Nonqualified Deferred Compensation Plans, the Buyer Deductible Seller Equity Awards, the Buyer Deductible Dividend Equivalent Amounts and the Buyer Deductible Cash Deferred Compensation Awards.

     “ Buyer Disclosure Schedule ” means the disclosure schedule dated the date hereof regarding this Agreement that has been provided by Buyer to Seller prior to execution of this Agreement.

     “ Buyer Fund ” means, as of any date, any pooled investment vehicle, investment trust, investment company, unit investment trust, collective fund, collective trust, commodity pool or other collective or commingled investment vehicle, unit-linked life insurance fund, unit trust or, where applicable, the corporation or trust of which it is a series, for which Buyer or one or more of its Affiliates acts or will, after a date prior to the Closing, act (i) as investment adviser, sub-adviser, trustee, manager, supervisor or sponsor or (ii) in a similar capacity under applicable Law, in each case, as of such date. Notwithstanding anything in this Agreement to the contrary, representations and warranties made by Buyer in this Agreement with respect to Buyer Funds (except, for the avoidance of doubt, with respect to representations relating to Buyer’s and its Affiliates’ actions with regard to the Buyer Funds) shall always be deemed to be made only with respect to, and only to the extent that, such Buyer Funds have been sponsored or created by, are 25% or more owned by, or have a majority of officers designated by Buyer or its Affiliates.

     “ Buyer Material Adverse Effect ” means a Material Adverse Effect in respect of Buyer and its Subsidiaries, taken as a whole.

     “ Buyer Signing Price ” means $22.66 per share.

     “ Buyer Stock ” means the common shares, $0.20 par value per share, of Buyer.

     “ Client ” of a Person or the Van Kampen Business means any other Person, including a Fund, to which such first Person provides investment

management services (including, with respect to Funds, as general partner, managing member, or in a similar capacity), trustee services, supervisory services (in the case of UIT Funds), or investment advisory services, including any sub-advisory services, relating to securities or other financial instruments, commodities, real estate or any other type of asset, pursuant to an Investment Advisory Arrangement.

     “ Client Assignment Arrangement ” means, with respect to any Client, (i) the assignment of such Client’s Existing Advisory Contract to a Subsidiary of Buyer such that the Subsidiary may provide advisory services to such Client in accordance with such Existing Advisory Contract or otherwise on terms substantially comparable (but having the same advisory and same aggregate non-advisory fees (it being understood that, in this case, and in every other case in this Agreement in which it is contemplated that the same advisory and same aggregate non-advisory fees will be maintained (or carried over to a New Advisory Contract), there is no obligation to eliminate any fee waivers in connection with the transactions contemplated hereby)) to those of the applicable Existing Advisory Contract in effect on the date hereof or (ii) if required by applicable Law, the replacement of such Client’s Existing Advisory Contract with a New Advisory Contract between such Client and a Subsidiary of Buyer, such New Advisory Contract to be on terms substantially comparable (but having the same advisory and same aggregate non-advisory fees) to those of the applicable Existing Advisory Contract in effect on the date hereof.

     “ Closed-End Fund Assignment Arrangement ” means with respect to each ’40 Act Management Fund that is a closed-end Fund, (i) the replacement of the Existing Advisory Contract with a New Advisory Contract between such Fund and a Subsidiary of Buyer, such New Advisory Contract to be on terms substantially comparable (but having the same advisory and same aggregate non-advisory fees) to those of the applicable Existing Advisory Contract in effect on the date hereof, (ii) the election or appointment, in accordance with applicable Law, as additional trustees or directors (as the case may be) of such Fund (to the extent not already directors or trustees (as the case may be) of such Fund) the persons set forth on Section 1.01(a) of the Buyer Disclosure Schedule and (iii) the resignation from the board of such Fund of all trustees or directors (as the case may be) not contemplated by the foregoing clause (ii), except for those trustees or directors elected pursuant to Section 18(a)(2)(C) of the Investment Company Act with respect to such Fund.

     “ Closing Date ” means the date of the Closing.

     “ Closing Measurement Date ” means such Business Day as close as practicable but in any event not more than 10 Business Days nor less than 5 Business Days prior to the date of the Closing.

     “ Closing Revenue Run-Rate ” means the Revenue Run-Rate for all Clients of the Van Kampen Business calculated in accordance with clause (b) of

the definition of Adjusted Assets Under Management as of the Closing Measurement Date.

     “ Closing Revenue Run-Rate Purchase Price Increase ”, if any, means the product of (x) the Adjustment Factor multiplied by (y) the excess, if any, of (i) the Closing Revenue Run-Rate over (ii) 1.15 multiplied by the Base Revenue Run-Rate.

     “ Closing Revenue Run-Rate Purchase Price Reduction ”, if any, means the product of (x) the Adjustment Factor multiplied by (y) the excess, if any, of (i) 0.85 multiplied by the Base Revenue Run-Rate over (ii) the Closing Revenue Run-Rate.

     “ COBRA Coverage ” shall mean the continuation coverage requirements under Section 4980B of the Code and Part 6 of Title I of ERISA.

     “ Code ” means the United States Internal Revenue Code of 1986.

     “ Commodity Exchange Act ” means the United States Commodity Exchange Act of 1936.

     “ Common Stock Cap ” means 4.9% of the number of shares of outstanding Buyer Stock.

     “ Confidentiality Agreement ” means the Confidentiality Agreement between Buyer and Seller dated as of June 9, 2009.

     “ Contingent Account ” means (other than any Japanese Business Client, none of which can ever be a Contingent Account, and the Assignment Requirement for all such Clients shall be deemed to have been satisfied):

     (a) in respect of any Client account of the Van Kampen Business as of the Closing Measurement Date, (i) the portion (which may be 100%) of such account as to which the Client or any authorized representative of the Client has indicated orally or in writing to Seller or any of its Subsidiaries (if any Assignment Requirement applies to such Client account) or in writing (if no Assignment Requirement is applicable to such Client account) through any statement, notice or other communication (including an effective notice of termination that has been received (and not revoked) prior to the Closing Measurement Date) on or prior to the Closing Measurement Date that it intends to withdraw, and such indication has not been revoked, or that such portion is or will be under review for possible withdrawal, redemption or termination and as to which the Client or such representative has not withdrawn such indication, (ii) any Client account that has not satisfied any Assignment Requirement applicable to such account or (iii) that would not be a Contingent Account pursuant to the preceding clauses (i) or (ii), but with respect to which Client account such Client has provided prior to the Closing a written or oral indication to the Van Kampen Business that it plans to make additional investments in the relevant Client

account, and such amounts are not actually funded on or prior to the Closing Measurement Date; provided that, in the case of this clause (iii), such Client account shall be considered a Contingent Account only to the extent of the unfunded additional investment amount previously indicated and only to the extent that such account together with such unfunded additional investment amount are set forth on a schedule provided by Seller to Buyer on or prior to the Closing Date; or

     (b) any new Client account of the Van Kampen Business that has not actually been funded on or prior to the Closing Measurement Date (even if such account has not been formally opened), but for which such Client has provided an oral or written indication on or prior to the Closing Measurement Date that it plans to fund; provided that such Client account shall be considered a Contingent Account only to the extent of such unfunded investment amount previously indicated and only to the extent that such account together with such unfunded investment amount are set forth on a schedule provided by Seller to Buyer on or prior to the Closing Date;

provided that, in either case, in the event of a Fund Change Announcement in respect of any Fund or Client (other than any Fund Change Announcement relating to a portfolio management team change for the Funds set forth on Exhibit C), then the applicable Client shall be deemed not to be a Contingent Account (and the Assignment Requirement for such Client shall be deemed to have been satisfied) at and after any such announcement.

     “ Contract ” means, any agreement, undertaking, lease, sublease, license, sublicense, contract, note, mortgage, indenture, power of attorney, guarantee, arrangement, commitment or other binding obligation, whether oral or written, express or implied, in each case as amended, supplemented, waived or otherwise modified.

     “ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise (and “ Controlled ” and “ Controlling ” shall have a correlative meaning). For purposes of this definition, a general partner or managing member of a Person shall always be considered to Control such Person.

     “ Controlled Group Liability ” means any and all liabilities (i) under Title IV of ERISA, (ii) under Section 302 of ERISA, (iii) under Sections 412 and 4971 of the Code, (iv) as a result of a failure to comply with the continuation coverage requirements of Section 601 et seq. of ERISA and Section 4980B of the Code, and (v) under corresponding or similar provisions of foreign Laws, in each case, other than such liabilities that arise solely out of, or relate solely to, the Assumed Benefit and Compensation Arrangements that are assumed by Buyer pursuant to Section 9.02(j).

     “ Covered Distribution Agreements ” means each dealer, distribution, selling or other agreement under which a broker-dealer or other distribution agent, on the one hand, and Seller or one of its Subsidiaries, on the one hand, have agreed that such broker-dealer or agent will sell, market or otherwise distribute interests in one or more Morgan Stanley-Branded Transferred Clients and other Funds managed, advised or sub-advised by Seller or one of its Subsidiaries (other than the Transferred Entities).

     “ Deferred Assets ” means the deferred assets relating to the Van Kampen Business that represent distribution-related or shareholder servicing-related expenses with respect to a Fund that are of the type reflected on the Balance Sheet as “deferred charges.”

     “ Delegation Period ” means, with respect to any Non-Consenting Morgan Stanley Client, the period beginning on the Closing Date and ending on the earlier of (i) the satisfaction of the Assignment Requirements with respect to such Client or (ii) a date following the end of the True-Up Period that permits Seller a reasonable amount of time following the end of such period to wind up, or make other reasonable arrangements for Seller or its nominee to provide investment management services to, such Client (which date, in any event, shall not be less than three months following the end of the True-Up Period).

     “ Distribution Agreement ” means the Distribution Agreement between Morgan Stanley Smith Barney LLC and Invesco A ·I ·M Distributors, Inc., substantially in the form attached hereto as Exhibit D.

     “ Economic Compensation ” means the total amount of compensation that Seller expects to communicate to an applicable employee at fiscal year-end, which amount does not reflect amortization of prior year long-term incentive awards or mark-to-market adjustments of deferred compensation or other long-term incentives.

     “ Encumbrances ” means any lien, pledge, debt, charge, claim, encumbrance, security interest, option, mortgage, assessment, easement or any other similar restriction or limitation of any kind.

     “ Equivalent Buyer Preferred Stock ” means a series of preferred stock of Buyer which shall be substantially equivalent to the Buyer Stock other than by reason of not having voting rights and which shall automatically convert into Buyer Stock upon transfer by Seller or its Affiliates to any third party which is not an Affiliate of Seller.

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

     “ ERISA Affiliate ” shall mean, with respect to any entity, trade or business, any other entity, trade or business that is, or was at the relevant time, a member of a group described in Section 414(b), (c), (m) or (o) of the Code or Section 4001(b)(1) of ERISA that includes or included the first entity, trade or

business, or that is, or was at the relevant time, a member of the same “controlled group” as the first entity, trade or business pursuant to Section 4001(a)(14) of ERISA.

     “ Exchange Act ” means the United States Securities Exchange Act of 1934.

     “ Excluded Assets ” means all accounts receivable for all management and incentive fees and distribution payments accrued before the Closing Date under each Covered Distribution Agreement and each Existing Advisory Contract in respect of the Morgan Stanley-Branded Transferred Clients and any other current assets (to be determined based on the accounting principles applied in preparation of the Balance Sheet) accrued before the Closing Date in respect of the Morgan Stanley-Branded Transferred Clients.

     “ Excluded Fund Change Announcement ” means any public announcement by Buyer (or, after Closing, by any Fund) (or by Seller, any of its Subsidiaries or (before Closing) any Fund to the extent described in clause (iv) of the definition of Fund Change Announcement) of any intention or proposal relating to (i) any matter that represents a continuation of any strategy or plan currently contemplated by Seller or its Affiliates and described on Section 3.22(h) of the Seller Disclosure Schedule, (ii) any Fund Merger contemplated by Section 7.05 or (iii) any re-branding of any Fund to reflect the change in ownership contemplated hereby as further described on Section 1.01(a) of the Buyer Disclosure Schedule.

     “ Excluded Payables ” means all accounts payable accrued before the Closing Date for sales commissions under the Covered Distribution Agreements in respect of the Morgan Stanley-Branded Transferred Clients and any other current liabilities (to be determined based on the accounting principles applied in preparation of the Balance Sheet) accrued before the Closing Date in respect of the Morgan Stanley-Branded Transferred Clients.

     “ Existing Advisory Contract ” means any existing investment advisory, sub-advisory, investment management, supervisory (in the case of UIT Funds), trust or similar Contract that the Van Kampen Business has with any Fund or Advisory Client as of the Closing or the date of this Agreement, as applicable.

     “ FDIA ” means the Federal Deposit Insurance Act of 1950.

     “ FINRA ” means the Financial Industry Regulatory Authority created in July 2007 through the consolidation of the National Association of Securities Dealers, Inc. and the member regulation, enforcement and arbitration functions of the NYSE.

     “ Foreign Benefit Plan ” means any Benefit and Compensation Arrangement that is governed by the Laws of a jurisdiction outside of the United

States and maintained primarily for the benefit of one or more Foreign Employees.

     “ Foreign Employee ” means any (i) Van Kampen Business Employee who primarily resides or works in the United Kingdom or Japan, (ii) any former employee of the Van Kampen Business, who, while employed by the Van Kampen Business, primarily resided or worked in the United Kingdom or Japan or (iii) other Van Kampen Business Employee who primarily resides or works outside of the United States and who is added to Section 9.01(a) of the Seller Disclosure Schedule in accordance with the definition of Van Kampen Business Employees.

     “ Fund ” means, as of any date, any pooled investment vehicle, investment trust, investment company, unit investment trust, collective fund, collective trust, commodity pool or other collective or commingled investment vehicle, unit-linked life insurance fund, unit trust or where applicable, the corporation or trust of which it is a series, for which the Van Kampen Business acts or will, after a date prior to the Closing, act (i) as investment advisor, sub-advisor, trustee, manager, supervisor or sponsor or (ii) in a similar capacity under applicable Law, in each case, as of such date. Notwithstanding anything in this Agreement to the contrary, representations and warranties made by Seller in this Agreement with respect to Funds (except, for the avoidance of doubt, with respect to the calculation of Adjusted Assets Under Management and Revenue Run-Rate, and with respect to representations regarding Seller’s and its Affiliates actions with regard to the Funds) shall always be deemed to be made only with respect to, and only to the extent that, such Funds have been sponsored or created by, are 25% or more owned by, or have a majority of officers designated by Seller or its Affiliates.

     “ Fund Change Announcement ” means, other than an Excluded Fund Change Announcement, (i) any public announcement (whether before or after Closing, but prior to the date after which any applicable Assignment Requirement cannot be obtained in accordance with the terms of the applicable Existing Advisory Agreement or applicable law) by Buyer (or, after Closing, by any Fund) of any intention or proposal with respect to any particular Fund to effect any merger or closure of any Fund, (ii) in respect of any Fund branded “Van Kampen” or any derivative thereof, any public announcement (whether before or after Closing) by Buyer (or, after Closing, by any Fund) of any re-branding of the name of that Fund, (iii) any public announcement on or before Closing by Buyer of any intention or proposal with respect to any replacement of the portfolio management team (other than the replacement of any portfolio management team due to terminations by any such team members (unless such terminations result from such team members being informed by Buyer or its Subsidiaries that they will be terminated following the Closing) for any Fund or Advisory Client’s Investment Advisory Arrangement or (iv) any announcement by any Fund of any intention or proposal of Buyer to effect any of the changes described in any of the immediately preceding clauses (i), (ii) or (iii), which is announced during the

respective time periods set forth in such immediately preceding clauses, but only to the extent that such intentions or proposals may be reasonably concluded to be required by Law to be disclosed in any filings required to be made by such Fund under the Investment Company Act, the Exchange Act or the Securities Act and subject to confirmation by Buyer regarding the accuracy of the description thereof.

     “ Fund Merger ” means (A) with respect to each ’40 Act Management Fund which is an open-end Fund, the merger or reorganization of such Fund with and into a newly created “shell” fund which is a series of one of the Delaware statutory trusts listed on Section 1.01(a) of the Buyer Disclosure Schedule, it being understood and agreed that as a result of such merger or reorganization, (i) the board of trustees of such surviving series fund shall consist of those persons set forth on Section 1.01(a) of the Buyer Disclosure Schedule and (ii) such surviving series fund shall become (or shall already be) party to a New Advisory Contract with a Subsidiary of Buyer, such New Advisory Contract to be on terms substantially comparable (but having the same advisory and same aggregate non-advisory fees) to those of such Fund’s Existing Advisory Contract as in effect on the date hereof and (B) with respect to each Fund that is Registered with any Government Entity as an investment fund (or the equivalent) and is not a ’40 Act Management Fund, a Japan Fund or a UIT Fund, the merger of such Fund (or a similar appropriate conversion or consolidation of such Fund or its assets and liabilities) with and into a newly created “shell” fund, it being understood and agreed that such surviving fund shall become (or shall already be) party to a New Advisory Contract with a Subsidiary of Buyer, such New Advisory Contract to be on terms substantially comparable (but having the same advisory and same aggregate non-advisory fees) to those of the applicable Existing Advisory Contract in effect on the date hereof.

     “ GAAP ” means generally accepted accounting principles in the United States as of the applicable reference date.

     “ Government Entity ” means any foreign or domestic, federal, state, provincial, county, city or local legislative, administrative or regulatory authority, agency, court, body or other governmental or quasi-governmental entity with competent jurisdiction, including any Self-Regulatory Organization and any such supranational body.

     “ Home Owners’ Loan Act ” means the Home Owners’ Loan Act of 1933.

     “ HSR Act ” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

     “ IFRS ” means the International Financial Reporting Standards adopted by the European Union.

     “ Indebtedness ” means, with respect to any Person, without duplication, any of the following liabilities, whether secured (with or without limited recourse) or unsecured, contingent or otherwise: (i) all liabilities for borrowed money; (ii) all liabilities evidenced by bonds, debentures, notes or other similar instruments or under financing or capital leases; (iii) all liabilities for guarantees of another Person in respect of liabilities of the type set forth in clauses (i) and (ii); and (iv) all liabilities for accrued but unpaid interest expense and unpaid penalties, fees, charges and prepayment premiums that are payable, in each case, with respect to any of the obligations of a type described in clauses (i) through (iii) above.

     “ Intellectual Property Rights ” means all: (i) trademarks, service marks, domain names, logos, trade dress, and trade names, all applications and registrations for the foregoing, in any jurisdiction, and all goodwill associated therewith (collectively “ Trademarks ”); (ii) patents and patent applications registered or applied for in any jurisdiction (collectively “ Patents ”); (iii) trade secrets, confidential proprietary information, inventions and know-how (collectively, “ Trade Secrets ”); (iv) works of authorship and copyrights therein and thereto (including in software), and all registrations and applications therefor (collectively, “ Copyrights ”); and (v) any other similar type of proprietary intellectual property right to the extent entitled to legal protection as such.

     “ Internal Revenue Service ” or “ IRS ” means the Internal Revenue Service of the United States of America.

     “ Investment Advisers Act ” means the United States Investment Advisers Act of 1940.

     “ Investment Advisory Arrangement ” means a Contract under which a Person acts as (i) a trustee, an investment adviser or a sub-adviser to, or manages any investment or trading account of, any Client (including, with respect to Funds, as general partner, managing member or in a similar capacity) or (ii) a supervisor with respect to a UIT Fund.

     “ Investment Company Act ” means the United States Investment Company Act of 1940.

     “ IP Matters Agreement ” means the IP Matters Agreement between Seller (or Affiliates of Seller) and Buyer (or Affiliates of Buyer), substantially in the form attached hereto as Exhibit E.

     “ Japanese Business Client ” means any Client listed on Section 1.01(a) of the Seller Disclosure Schedule.

     “ Japan Fund ” means any Fund organized as, or as part of, a Japanese ITM structure.

     “ Knowledge ” means (i) when used with respect to Seller, the actual knowledge of the individuals listed on Section 1.01(a) of the Seller Disclosure

Schedule following reasonable inquiry under the circumstances (but without any obligation to notify any particular individuals of the transactions contemplated by this Agreement prior to the date hereof) and (ii) when used with respect to Buyer, the actual knowledge of the individuals listed on Section 1.01(a) of the Buyer Disclosure Schedule following reasonable inquiry under the circumstances (but without any obligation to notify any particular individuals of the transactions contemplated by this Agreement prior to the date hereof).

     “ Law ” means, with respect to any Person, any foreign, federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by a Government Entity that is binding upon or applicable to such Person or its properties or business, as amended unless expressly specified otherwise.

     “ Legal Proceeding ” means any judicial, legal, administrative, arbitral or other action, suit or other proceedings of any nature by or before any Government Entity.

     “ Legacy Van Kampen Nonqualified Plans ” means the Van Kampen Defined Contribution Equalization Plan f/k/a Defined Contribution Equalization Plan for Certain Employees of ACMR Profit Sharing and Savings Plan, the Van Kampen Investments Inc. Deferred Compensation Plan, the Retirement Benefit Equalization Plan for Certain Employees Participating in the American Capital Management & Research, Inc. Retirement Plan (VKBEP) and the Van Kampen Investments Inc. Long-Term Incentive Plan.

     “ Material Adverse Effect ” means, with respect to any Person or the Van Kampen Business, as applicable, a material adverse effect on (i) the condition (financial or otherwise), business, assets or results of operations of such Person and its Subsidiaries, taken as a whole, or the Van Kampen Business, taken as a whole, as applicable, excluding any effect to the extent resulting from (A) any change after the date hereof in Law or accounting standards, but only to the extent that such Person and its Subsidiaries, taken as a whole, or the Van Kampen Business, taken as a whole, as applicable, are not disproportionately adversely affected compared to other asset managers and providers of investment management products and services generally taking into account the relative mix of businesses of such Person or the Van Kampen Business (as applicable), on the one hand, and such other managers and providers, on the other hand; (B) any change arising after the date hereof in economic or business conditions locally or globally generally, but only to the extent that such Person and its Subsidiaries, taken as a whole, or the Van Kampen Business, taken as a whole, as applicable, are not disproportionately adversely affected compared to other asset managers and providers of investment management products and services generally taking into account the relative mix of businesses of such Person or the Van Kampen Business (as applicable), on the one hand, and such other managers and providers, on the other hand; (C) any events, conditions or trends in economic, business or

financial conditions generally affecting the investment management industry and arising after the date hereof, including changes occurring after the date hereof in prevailing interest rates, currency exchange rates and price levels or trading volumes in the United States or foreign securities markets, but only to the extent that such Person and its Subsidiaries, taken as a whole, or the Van Kampen Business, taken as a whole, as applicable, are not disproportionately adversely affected compared to other asset managers and providers of investment management products and services generally taking into account the relative mix of businesses of such Person or the Van Kampen Business (as applicable), on the one hand, and such other managers and providers, on the other hand; (D) any change in assets under management resulting from market changes in asset valuation or market price fluctuations generally; (E) acts of war, sabotage or terrorism or natural disasters occurring after the date hereof, and not specifically related to a Person or its Subsidiaries or the Van Kampen Business, as applicable; (F) the effects of the actions that are (i) expressly and specifically required by this Agreement, (ii) taken by such Person or its Subsidiaries (or Seller or its Subsidiaries in respect of the Van Kampen Business (as applicable)) with the prior written consent of the other party hereto or (iii) not taken by such Person or its Subsidiaries (or Seller or its Subsidiaries in respect of the Van Kampen Business (as applicable)) at the written request of the other party hereto or due to such other party’s refusal to provide its consent therefor if such consent was required hereunder; (G) in and of themselves, any changes in the trading price or trading volume of such Person’s common stock (to the extent such Person’s common stock is publicly traded) or the failure of such Person to meet estimates, projections, forecasts or earnings predictions (it being understood that this clause (G) shall not prevent a party from asserting that any fact, change, event, occurrence or effect that may have contributed to such change or failure independently constitutes or contributes to a Material Adverse Effect); or (H) the announcement or, other than in the case of any matter relating to requirements under Contracts or Law, consummation of the transactions contemplated by this Agreement; or (ii) such Person’s (or Seller’s or its Subsidiaries’ in respect of the Van Kampen Business (as applicable)) ability to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement.

     “ Merger Consideration ” means the Aggregate Equity Consideration.

     “ Merger Subsidiary ” means Mollusk Corporation, a Delaware corporation and wholly owned Subsidiary of Buyer.

     “ Morgan Stanley-Branded Transferred Client ” means any Client of the Van Kampen Business whose respective investment manager or investment advisor is not a Transferred Entity, which Clients, as of the date hereof, are listed on Section 1.01(a) of the Seller Disclosure Schedule.

     “ Multiemployer Plan ” means any “multiemployer plan” within the meaning of Section 3(37) of ERISA.

     “ Multiple Employer Plan ” means a plan that has two or more contributing sponsors at least two of whom are not under common control, within the meaning of Section 4063 of ERISA.

     “ Net Assets ” means, with respect to a Fund, the sum of the assets of such Fund minus its liabilities.

     “ New Advisory Contract ” means, if required under applicable Law or the terms of the Investment Advisory Arrangement applicable thereto, with respect to a Fund or an Advisory Client, a new investment advisory, investment management, supervisory (in the case of a UIT Fund), trust or similar agreement with the Fund or the Advisory Client to be entered into as a result of the transactions contemplated by this Agreement pursuant to the Assignment Requirements. For a ’40 Act Management Fund, the term “ New Advisory Contract ” means a New Advisory Contract (either advisory or sub-advisory) approved in accordance with the requirements of Section 15 of the Investment Company Act (as such requirements may be modified by applicable Law, including any effective and applicable exemptive order issued by the SEC) excluding any “interim” new advisory contract (either advisory or sub-advisory) approved in reliance on Rule 15a-4 under the Investment Company Act.

     “ NYSE ” means the New York Stock Exchange.

     “ Organizational Documents ” means (i) with respect to any Person that is a corporation, its articles or certificate of incorporation or memorandum and articles of association, as the case may be, and bylaws, (ii) with respect to any Person that is a partnership, its certificate of partnership and partnership agreement, (iii) with respect to any Person that is a limited liability company, its certificate of formation and limited liability company or operating agreement, (iv) with respect to any Person that is a trust or other entity, its declaration or agreement of trust or other constituent document, and (v) with respect to any other Person, its comparable organizational documents, in each case, as has been amended or restated.

     “ Owned Seller Intellectual Property Rights ” means all Intellectual Property Rights (i) owned by Seller or any of its Affiliates and included in the Purchased Assets or (ii) owned by any of the Transferred Entities.

     “ Permit ” means all licenses, franchises, permits, certificates, registrations, orders, concessions, declarations, and other authorizations and approvals that are issued by or obtained from any Government Entity.

     “ Permitted Encumbrance ” means: (i) Encumbrances specifically reflected or reserved against or otherwise specifically disclosed in the Financial Statements; (ii) mechanics’, materialmen’s, warehousemen’s, carriers’, workers’, or repairmen’s liens or other similar common law or statutory Encumbrances arising or incurred in the ordinary course of business consistent with past practice

for sums not yet due and payable that are not, individually or in the aggregate with all other Permitted Encumbrances, material in respect of the Van Kampen Business, taken as a whole; (iii) statutory liens for Taxes, assessments and other governmental charges not yet due and payable or being contested in good faith by appropriate proceedings and for which adequate reserves have been established on the Financial Statements; and (iv) other Encumbrances incurred in the ordinary course of business consistent with past practice since the date of the Financial Statements that are not, individually or in the aggregate with all other Permitted Encumbrances, material in respect of the Van Kampen Business, taken as a whole.

     “ Person ” means an individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a Government Entity.

     “ Post-Closing Tax Period ” means any Tax period beginning after the Closing Date; and, with respect to a Tax period that begins on or before the Closing Date and ends thereafter, the portion of such Tax period beginning after the Closing Date.

     “ Pre-Closing Tax Period ” means any Tax period ending on or before the Closing Date; and, with respect to a Tax period that begins on or before the Closing Date and ends thereafter, the portion of such Tax period ending on the Closing Date.

     “ Purchased Assets ” means, other than the Excluded Assets, all right, title and interest of Seller and its Affiliates in and to all of the assets primarily related to the Van Kampen Business but only to the extent relating to the Morgan Stanley-Branded Transferred Clients, including, but not limited to:

     (a) all rights under the Existing Advisory Contracts in respect of the Morgan Stanley-Branded Transferred Clients (or, as applicable, the management, advisory, sub-advisory and/or related economic rights and interests of Seller or the applicable Affiliate of Seller that are part of the Van Kampen Business with respect to the Morgan Stanley-Branded Transferred Clients), in each case the sale or transfer of which is to be effected in the manner provided in this Agreement (whether by way of assignment, novation, merger or otherwise as further set forth herein);

     (b) all rights under the other Contracts primarily related to the Van Kampen Business but only to the extent relating to the Morgan Stanley-Branded Transferred Clients (other than (i) any Contract providing for the lease or sublease of real property not specifically identified as a Purchased Asset on Exhibit F and (ii) all Contracts of Seller or any of its Affiliates (other than any Transferred Entity) relating to the Van Kampen Business or any Fund or pursuant to which the Van Kampen Business or any Fund receives any benefit that will terminate with respect to, or otherwise be unavailable to, the Van Kampen Business or such

Fund, in each case as of Closing (all, as further described in Section 3.06 of the Seller Disclosure Schedule));

     (c) to the extent permitted by applicable Law, all information pertaining to, or necessary or useful in the calculation or demonstration of, the investment performance of the Morgan Stanley-Branded Transferred Clients (the “ Track Record ”), including, without limitation, to any Person, by publication or otherwise, the right to the Track Record and any information relating thereto;

     (d) all books and records relating to the Purchased Assets; provided that in the case of books and records that relate to the Van Kampen Business and to matters unrelated to the Van Kampen Business, Seller and its Subsidiaries may deliver or cause to be delivered copies of such books and records to the extent relating to the Van Kampen Business, including such materials relating to the portion of the Van Kampen Business conducted in connection with the Purchased Assets and Assumed Liabilities; and

     (e) all goodwill of Seller or its Affiliates associated with the Morgan Stanley-Branded Transferred Clients or the Purchased Assets, together with the right to represent to third parties that Buyer is the successor to the Van Kampen Business with respect to the Morgan Stanley-Branded Transferred Clients and the Purchased Assets.

     “ Registered ” means issued by, registered with, renewed by or the subject of a pending application before any Government Entity or domain name registrar.

     “ Registrable Securities ” means the Aggregate Equity Consideration and any securities which may be issued or distributed in respect thereof by way of stock dividend or stock split or other distribution, recapitalization or reclassification. As to any particular Registrable Securities, such Registrable Securities shall cease to be Registrable Securities when (i) a registration statement with respect to the sale by Seller thereof shall be or have been declared effective under the Securities Act and such securities shall have been disposed of in accordance with such registration statement, (ii) such securities shall have been sold to the public in compliance with Rule 144 under the Securities Act or (iii) such securities shall have ceased to be outstanding.

     “ Registration Statement ” means any registration statement of Buyer under the Securities Act that permits the public offering of any of the Registrable Securities and the Shelf Prospectus, amendments and supplements to such registration statement, including post-effective amendments, all exhibits and all material incorporated by reference or deemed to be incorporated by reference in such registration statement.

     “ Revenue Run-Rate ” means, as of any specified date, the aggregate amount, without duplication, of all investment advisory, sub-advisory, administrative and other management fees for each investment management

account (excluding UIT Fund accounts) of each applicable Client of the Van Kampen Business payable to the Van Kampen Business pursuant to the relevant Investment Advisory Arrangement, determined by multiplying the Adjusted Assets Under Management for each such account at such date by the applicable stated annual fee rate for all such fees for such account in effect on such date or as provided for in Section 1.01(a) of the Buyer Disclosure Schedule. The calculation of the Revenue Run-Rate shall:

     (a) exclude (i) from revenue any performance-based, incentive, contingent or similar fees, securities lending fees and transaction revenues and (ii) the impact on fees of any increase or decrease in assets under management resulting from market appreciation or depreciation or currency fluctuation (except to the extent provided in clause (D) of Adjusted Assets under Management) from and after the Base Date (or in the case of an account established after the Base Date, after the date such account is established);

     (b) include only net revenues to the Van Kampen Business after giving effect to, and taking into account, any fee or expense waiver, rebate or cap, reimbursement obligation or similar offset, any amounts payable to a sub-adviser that is not a part of the Van Kampen Business (including any such amount deducted directly by or on behalf of a Client from the fee otherwise payable by such Client to the Van Kampen Business under the applicable Investment Advisory Arrangement);

     (c) with respect to any Fund Change Announcement, assume that the fee rate for the applicable Fund or Client was fixed at the amount thereof prior to the Fund Change Announcement; and

     (d) assume that the fee rates for all Japanese Business Clients were fixed at the amount thereof immediately prior to the date of this Agreement.

     “ Scheduled Black-out Period ” means the period from and including the fifteenth day of the third month of a fiscal quarter of Buyer to and ending two Business Days after the day on which Buyer publicly releases its earnings for such fiscal quarter.

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

     “ Securities Act ” means the United States Securities Act of 1933.

     “ Self-Regulatory Organization ” means (i) any “self-regulatory organization” as defined in Section 3(a)(26) of the Exchange Act, (ii) any other United States or foreign securities exchange, futures exchange, commodities exchange or contract market and (iii) any other exchange or corporation or similar self-regulatory body or organization.

     “ Seller Disclosure Schedule ” means the disclosure schedule dated the date hereof regarding this Agreement that has been provided by Seller to Buyer prior to the execution of this Agreement.

     “ Seller Equity Awards ” means, collectively, the Seller Stock Options and the Seller RSUs.

     “ Seller Equity Plan ” means any Benefit and Compensation Arrangement under which Seller has granted compensatory stock options, restricted stock units or any other compensatory awards based on shares of Seller common stock.

     “ Seller Group ” means, with respect to federal income Taxes, the affiliated group of corporations (as defined in Section 1504(a) of the Code) of which Seller is a member and, with respect to state, local or foreign income or franchise Taxes, the consolidated, combined or unitary group of which Seller or any of its Affiliates is a member.

     “ Seller RSU ” means a right representing a contractual entitlement to one share of Seller common stock in accordance with the terms of the relevant Seller Equity Plan that is outstanding immediately prior to Closing.

     “ Seller Stock Option ” means a right representing a contractual entitlement to purchase one share of Seller common stock in accordance with the terms of the relevant Seller Equity Plan that is outstanding immediately prior to Closing.

     “ Shelf Prospectus ” means the prospectus included in any Shelf Registration Statement, as amended or supplemented by any prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by such Shelf Registration Statement and all other amendments and supplements to such prospectus, including post-effective amendments, and all materials incorporated by reference in such prospectus.

     “ Shelf Registration Statement ” means a Registration Statement of Buyer filed with the SEC on either (a) Form S-3 (or any successor form or other appropriate form under the Securities Act) or (b) if Buyer is not permitted to file a Registration Statement on Form S-3, an evergreen Registration Statement on Form S-1 (or any successor form or other appropriate form under the Securities Act), in each case for an offering to be made on a continuous or delayed basis pursuant to Rule 415 under the Securities Act covering Registrable Securities. To the extent that Buyer is a “well-known seasoned issuer” (as defined in Rule 405 under the Securities Act), a “Shelf Registration Statement” shall be deemed to refer to an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) on Form S-3.

     “ Sub-Advised Fund ” means any Fund for which the Van Kampen Business acts as sub-advisor and not as the primary investment advisor and that is specifically identified in Section 3.21(a) of the Seller Disclosure Schedule.

     “ Subsidiary ” means, with respect to any Person, any entity (i) of which such Person or a subsidiary of such Person is a general partner, managing member or the like or (ii) of which at least a majority of the securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other Persons performing similar functions with respect to such entity are at the time directly or indirectly owned by such Person and/or one or more of its Subsidiaries. Notwithstanding anything in this Agreement to the contrary, in no event shall any Fund of, or managed by, any Person be considered to be a Subsidiary of such Person.

     “ Tax ” means (i) any tax, governmental fee or other like assessment or charge of any kind whatsoever (including, but not limited to, withholding on amounts paid to or by any Person), together with any interest, penalty, addition to tax or additional amount imposed by any governmental authority (domestic or foreign) responsible for the imposition of any such tax (a “ Taxing Authority ”) and (ii) with respect to any Transferred Entity, any liability for the payment of any amount of the type described in the immediately preceding clause (i) as a result of any Transferred Entity being a member of an affiliated, consolidated, combined or unitary group with any other corporation at any time on or prior to the Closing Date.

     “ Tax Returns ” means all reports, returns, information returns, elections, agreements, declarations, or other documents of any nature or kind (including any attached schedules, supplements and additional or supporting material) filed or required to be filed with respect to Taxes, including any claim for refund, amended return or declaration of estimated Taxes (and including any amendments with respect thereto).

     “ Temporary Investment Services Agreement ” means the Temporary Investment Services Agreement, by and between Buyer (or Affiliates of Buyer) and Seller (or Affiliates of Seller), in the form attached hereto as Exhibit G with respect to open-end U.S. registered investment companies (and in respect of the arrangements contemplated by Section 7.05(a)(v)(A) of this Agreement) and, as applicable, any substantially similar agreements, mutatis mutandis , with respect to all other investment funds and/or separately managed accounts, of other types or in other jurisdictions, including jurisdictions outside of the United States, pursuant to which Buyer (or Affiliates of Buyer) and/or Seller (or Affiliates of Seller) may provide the temporary advisory, sub-advisory, delegated advisory or other similar services contemplated by Section 7.05(a)(v) of this Agreement. For the avoidance of doubt, the parties agree and acknowledge that the Temporary Investment Services Agreement may be modified, changed and/or otherwise altered from the form attached hereto as Exhibit G to the extent necessary (i) to comply with (A) applicable Law (including Rule 15a-4 under the Investment Company Act and any other rules and regulations of the applicable jurisdiction) or (B) any necessary policies and procedures with respect to the respective open-end U.S. registered investment company, other investment fund or separately

managed account, or (ii) to implement the intent of Section 7.05(a)(v) of this Agreement.

     “ Transferred Entities ” means the Van Kampen Parent and its Subsidiaries, all of which are listed on Section 1.01(a) of the Seller Disclosure Schedule.

     “ Transition Services Agreement ” means the Transition Services Agreement between Seller (or Affiliates of Seller) and Buyer (or Affiliates of Buyer), substantially in the form attached hereto as Exhibit H.

     “ True-Up Period ” means the period beginning on the Closing Date and concluding on the date that is 180 days after the Closing Date.

     “ UIT Fund ” means a ’40 Act Fund that is classified under Section 4 of the Investment Company Act as a “unit investment trust.”

     “ U.S. Benefit Plan ” means any Benefit and Compensation Arrangement that is governed by the Laws of the United States and maintained in the United States primarily for the benefit of one or more Van Kampen Business Employees residing or working in the United States.

     “ U.S. Fund ” means a Fund organized under the Laws of any state of the United States.

     “ Van Kampen Business ” means the business of managing investment assets, mutual funds and other collective investment vehicles (including, for the sake of clarity, any UIT Fund) and providing investment management products and services, and any promotional, marketing, distribution or investor servicing services relating thereto and any administrative, custodial, transfer agency or other ancillary services, relating to any such products and services, as conducted by the Transferred Entities or by Seller or any of its Subsidiaries (other than the Transferred Entities) but in this latter case only in respect of the Morgan Stanley-Branded Transferred Clients. For the avoidance of doubt, a reference to the term “Van Kampen Business” (i) is not a reference to the Funds themselves and (ii) includes all of the businesses conducted by the Transferred Entities, other than the provision by the Transferred Entities of sub-advisory services to Funds outside the Van Kampen fund family (such fund family including, for purposes of this definition, Funds that are Morgan Stanley-Branded Transferred Clients) through portfolio managers that are not Van Kampen Business Employees as described on Section 1.01(a) of the Seller Disclosure Schedule (the “ Excluded Transferred Entity Business ”).

     “ Van Kampen Business Employees ” means those employees set forth on Section 9.01(a) of the Seller Disclosure Schedule, as such Section 9.01(a) of the Seller Disclosure Schedule is required to be updated pursuant to Section 9.01 and may otherwise be updated prior to the Closing Date to reflect terminations and hires (if applicable, to the extent permitted by Section 5.01(b)(iv)(E)) and

reassignments (if applicable, to the extent permitted by Section 5.01(b)(iv)(E)) or as may be mutually agreed to by Buyer and Seller.

     “ Van Kampen ’40 Act Funds ” means the ’40 Act Management Funds that are neither Morgan Stanley-Branded Transferred Clients nor Sub-Advised Funds.

     “ Van Kampen Material Adverse Effect ” means a Material Adverse Effect in respect of the Van Kampen Business.

     “ Van Kampen Parent ” means Van Kampen Investments Inc., a Delaware corporation.

     “ Van Kampen Seed Capital ” means all of the equity interests held by Seller, any of its Subsidiaries or any of the Transferred Entities in the Van Kampen Seeded Funds as more fully described in Section 1.01(a) of the Seller Disclosure Schedule.

     “ Van Kampen Seed Capital Closing NAV ” means, as of the Business Day immediately preceding the Closing Date, the net asset value of the Van Kampen Seed Capital for the applicable Van Kampen Seeded Fund transferred to Buyer pursuant to Section 7.09 as calculated in accordance with the terms of the applicable Van Kampen Seeded Fund.

     “ Van Kampen Seeded Funds ” means all of the Funds listed in Section 1.01(a) of the Seller Disclosure Schedule under the heading “Van Kampen Seeded Funds”.

     (a) Each of the following terms is defined in the Section set forth opposite such term:

     Section 1.02 . Other Definitional and Interpretative Provisions. The words “hereof,” “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits and Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement unless otherwise specified. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein, shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include”, “includes” or “including” are used in

this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import. “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any agreement or contract are to that agreement or contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof; provided that with respect to any agreement or contract listed on any Schedules hereto, all such amendments, modifications or supplements must also exist prior to the date hereof and be listed in the appropriate Schedule. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. References to “law”, “laws” or to a particular statute or law shall be deemed also to include any and all applicable Law (including, for the sake of clarity, the rules and regulations thereunder), as amended.

ARTICLE 2
Sale and Merger Transactions

     Section 2.01 . Sale and Purchase of the Purchased Assets. (a) Upon the terms and subject to the conditions of this Agreement (including, for the sake of clarity, Section 7.05 hereof), at the Closing:

     (i) Buyer agrees to purchase from Seller and Seller agrees to sell, convey, transfer, assign and deliver, or cause to be sold, conveyed, transferred, assigned and delivered, to Buyer at the Closing, free and clear of all Encumbrances, other than Permitted Encumbrances, all of Seller’s right, title and interest in, to and under the Purchased Assets; and

     (ii) Buyer agrees to assume all of the Assumed Liabilities.

     (b) In consideration for the sale of the Purchased Assets, Buyer shall pay Seller the Asset Consideration at the Closing pursuant to Section 2.04.

     Section 2.02 . Merger of Van Kampen Parent. (a) Subject to the terms and conditions of this Agreement, at the Effective Time, Van Kampen Parent shall be merged (the “ Merger ”) with and into Merger Subsidiary in accordance with the Delaware General Corporation Law (the “ DGCL ”), whereupon the separate existence of Van Kampen Parent shall cease, and Merger Subsidiary shall be the surviving corporation (the “ Surviving Corporation ”). The Merger shall be effectuated pursuant to the Agreement and Plan of Merger.

     (b) On the Closing Date, Van Kampen Parent and Merger Subsidiary shall file a certificate of merger with the Delaware Secretary of State and make all other filings or recordings required by the DGCL in connection with the Merger. The Merger shall become effective at such date and time (the “ Effective Time ”)

as the certificate of merger is duly filed with the Delaware Secretary of State (or at such later date and time as may be specified in the certificate of merger).

     (c) From and after the Effective Time, the Surviving Corporation shall possess all the rights, powers, privileges and franchises and be subject to all of the obligations, liabilities, restrictions and disabilities of Van Kampen Parent and Merger Subsidiary, all as set forth in the DGCL.

     (d) The certificate of incorporation of Merger Subsidiary in effect at the Effective Time shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with applicable Law, except that Item 1 thereof shall read as follows: “The name of the corporation is Van Kampen Investments Inc.” The bylaws of Merger Subsidiary in effect at the Effective Time shall be the bylaws of the Surviving Corporation until amended in accordance with applicable Law.

     (e) From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with applicable Law, (i) the directors of Merger Subsidiary at the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of Merger Subsidiary at the Effective Time shall be the officers of the Surviving Corporation.

     (f) At the Effective Time, by virtue of the Merger and without any action on the part of Van Kampen Parent, Merger Subsidiary, Buyer or any holder of such securities, each share of Van Kampen Parent common stock outstanding immediately prior to the Effective Time shall no longer be outstanding and shall automatically be converted into the right to receive the Merger Consideration to be paid by Buyer in the manner set forth in Section 2.04.

     (g) At the Effective Time, by virtue of the Merger and without any action on the part of Van Kampen Parent, Merger Subsidiary, Buyer or any holder of such securities, each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

     Section 2.03 . Purchase Price. (a) The aggregate amount payable by Buyer to Seller in consideration of the transactions contemplated by Sections 2.01 and 2.02 shall be the Aggregate Purchase Price.

     (b) The Aggregate Purchase Price shall be paid as provided in Section 2.04, and shall be subject to adjustment as provided in Sections 2.05, 2.06, and 5.08 and shall be allocated pursuant to Section 2.07.

     Section 2.04 . Closing. (a) The closing (the “ Closing ”) of the transactions contemplated by Sections 2.01, 2.02 and 2.03 shall take place at the offices of Wachtell, Lipton, Rosen & Katz, 51 West 52nd Street, New York, New York, as

soon as possible, but in no event later than the month-end following two Business Days after the conditions set forth in Article 10 (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permissible, waiver of those conditions at the Closing) have been satisfied or, to the extent permissible, waived by the party or parties entitled to the benefit of such conditions, or at such other time or place as Buyer and Seller may agree. Notwithstanding the foregoing or anything else in this Agreement, (i) in no event shall Buyer be obligated to consummate the Closing prior to April 30, 2010 and (ii) Buyer shall be entitled to delay the Closing to a date not later than June 30, 2010 if, subject to receipt of the certificate contemplated by Section 10.02(c) as of April 30, 2010, Buyer agrees in writing that the conditions to Closing set forth in Sections 10.01(c), 10.02(a), 10.02(b) and 10.02(c) shall not be conditions to Closing under Article 10 hereof (other than Sections 10.02(a) and 10.02(c), but only in respect of Seller’s continuing obligation thereafter to comply with its covenants hereunder and the obligation to certify as such pursuant to Section 10.02(c)), in which case (x) references to the “Closing” shall be deemed references to April 30, 2010 for all purposes of determining the Closing Revenue Run-Rate Purchase Price Adjustment under Section 2.05 and the true-up under Section 2.06 (including the definitions used therein) and (y) Closing shall occur on or before the date specified by Buyer (in coordination with Seller) for the delayed Closing (and, in any event, on or before June 30, 2010).

     (b) At the Closing:

     (i) Buyer shall deliver to Seller (or any Affiliates of Seller designated by Seller) the Aggregate Cash Consideration (as adjusted in accordance with Section 2.05, if applicable) in immediately available funds by wire transfer to an account of Seller with a bank designated by Seller, by notice to Buyer, which notice shall be delivered not later than two Business Days prior to the Closing Date.

     (ii) Buyer shall issue to Seller (or any Affiliates of Seller designated by Seller in writing) the stock certificates representing the Aggregate Equity Consideration (as adjusted in accordance with Section 2.05, if applicable) or, if uncertificated, other appropriate evidence of ownership reasonably acceptable to Seller representing the Aggregate Equity Consideration, registered in the name of Seller or its designee, free and clear of any Encumbrances (other than restrictions on transfer which arise under applicable securities Laws and this Agreement).

     (iii) Seller and Buyer and their respective Subsidiaries that are a party thereto, if any, shall execute and deliver each of the Ancillary Agreements.

     (iv) Subject to the provisions hereof (including, for the sake of clarity, Section 7.05), Seller shall deliver to Buyer such deeds, bills of sale, endorsements, consents, assignments and other good and sufficient

instruments of conveyance and assignment as the parties and their respective counsel shall deem reasonably necessary to vest in Buyer all right, title and interest in, to and under the Purchased Assets.

     (v) Seller shall deliver, or cause to be delivered, to Buyer or its designee certificates (to the extent such shares are held in certificated form), or other documentation or evidence reasonably acceptable to Buyer, representing the Van Kampen Seed Capital then owned by Seller or one of its Subsidiaries duly endorsed or accompanied by stock powers duly endorsed in blank, with any required transfer stamps affixed thereto, free and clear of any Encumbrances (other than restrictions on transfer which arise under applicable securities Laws and this Agreement).

     (vi) Seller shall deliver to Buyer a receipt acknowledging payment of the Aggregate Equity Consideration and the Aggregate Cash Consideration by Buyer in full satisfaction of Buyer’s obligations under Section 2.04(b)(i), Section 2.04(b)(ii) and Section 7.09(b) (but subject to any further obligations contained in this Agreement).

     (vii) Seller shall deliver to Buyer the certificates referenced in Section 10.02(c) and Section 10.02(e).

     (viii) Buyer shall deliver to Seller the certificates referenced in Section 10.03(c).

     Section 2.05 . Closing Revenue Run-Rate Purchase Price Adjustment.

     (a) If the Closing Revenue Run-Rate is less than 0.85 multiplied by the Base Revenue Run-Rate, then the Aggregate Purchase Price shall be reduced as follows:

     (i) the Aggregate Cash Consideration shall be reduced by an amount (the “ Cash Reduction Amount ”) equal to (x) the Closing Revenue Run-Rate Purchase Price Reduction multiplied by (y) one-third; and

     (ii) the Aggregate Equity Consideration shall be reduced by a number of shares (the “ Equity Reduction Amount ”) equal to the quotient (rounded to the nearest whole share) of (A) the Closing Revenue Run-Rate Purchase Price Reduction minus the Cash Reduction Amount over (B) the Buyer Signing Price;

     (b) If the Closing Revenue Run-Rate is greater than 1.15 multiplied by the Base Revenue Run-Rate, then the Aggregate Purchase Price shall be increased as follows:

     (i) the Aggregate Cash Consideration shall be increased by an amount (the “ Cash Increase Amount ”) equal to (x) the Closing Revenue Run-Rate Purchase Price Increase multiplied by (y) one-third; and

     (ii) the Aggregate Equity Consideration shall be increased by a number of shares (the “ Equity Increase Amount ”) equal to the quotient (rounded to the nearest whole share) of (A) the Closing Revenue Run-Rate Purchase Price Increase minus the Cash Increase Amount over (B) the Buyer Signing Price.

     (c) Any adjustment resulting from the application of this Section 2.05 is referred to in this Agreement as the “ Closing Revenue Run-Rate Purchase Price Adjustment ”.

     (d) Notwithstanding anything to the contrary in this Section 2.05 or in Section 2.06, unless Seller exercises an Alternative Transaction Structure Election pursuant to Section 7.11, Buyer and Seller agree that (i) any Cash Increase Amount or Cash Reduction Amount, as the case may be, shall be allocated to the Purchased Assets (as opposed to the Transferred Entities), to the extent that any corresponding increase or reduction in the Aggregate Purchase Price pursuant to this Section 2.05 or to Section 2.06, as the case may be, is attributable to such Purchased Assets as determined pursuant to Section 2.05(e), and (ii) the remainder of such Cash Increase Amount or Cash Reduction Amount, if any, along with any Equity Increase Amount or Equity Reduction Amount, shall be allocated to the Transferred Entities; provided that , if any increase or reduction in the Aggregate Purchase Price pursuant to Section 2.05 or 2.06, as the case may be, that is attributable to such Purchased Assets as determined pursuant to Section 2.05(e), exceeds the amount of the corresponding Cash Increase Amount or Cash Reduction Amount, as the case may be (such excess, the “ Excess Section 2.05(d) Amount ”), then (x) the Cash Increase Amount or Cash Reduction Amount, as the case may be, shall be increased by an amount equal to such Excess Section 2.05(d) Amount, and (y) the Equity Increase Amount or Equity Reduction Amount shall be reduced by a number of shares equal to the quotient (rounded to the nearest whole share) of (A) such Excess Section 2.05(d) Amount over (B) the Buyer Signing Price.

     (e) The portion of any increase in the Aggregate Purchase Price pursuant to this Section 2.05 or to Section 2.06, as the case may be, that is attributable to the Purchased Assets shall be equal to a fraction, the numerator of which is (i) the excess, if any, of the Closing Revenue Run-Rate over the Base Revenue Run-Rate, determined in each case taking into account only the Purchased Assets, and (ii) the denominator of which is the excess of the Closing Revenue Run-Rate over the Base Revenue Run-Rate. The portion of any reduction in the Aggregate Purchase Price pursuant to this Section 2.05 or to Section 2.06, as the case may be, that is attributable to the Purchased Assets shall be equal to a fraction, the numerator of which is (i) the excess, if any, of the Base Revenue Run-Rate over the Closing Revenue Run-Rate, determined in each case

taking into account only the Purchased Assets, and (ii) the denominator of which is the excess of the Base Revenue Run-Rate over the Closing Revenue Run-Rate. In the case that any fraction calculated under this Section 2.05(e) is greater than 1, such fraction shall be deemed to equal 1.

     Section 2.06 . True-Up. (a) Upon the expiration of the True-Up Period, the parties shall recalculate the Closing Revenue-Run Rate Purchase Price Adjustment as of the Closing Date, except that the Adjusted Assets Under Management with respect to the Contingent Accounts shall be included in the calculation of such recalculated Closing Revenue Run-Rate Purchase Price Adjustment:

     (i) in the case of any Contingent Account pursuant to clause (a)(i) of the definition thereof that (A) has satisfied any Assignment Requirements applicable to such account not later than the final day of the True-Up Period or (B) (i) has not terminated the Investment Advisory Arrangement (or has, on or before the final day of the True-Up Period (and, in the case of a New Advisory Contract with the Van Kampen Business, after Closing), entered into a New Advisory Contract with the Van Kampen Business, Buyer or any of its Affiliates on terms substantially comparable (but having the same advisory and same aggregate non-advisory fees) to those of the applicable Existing Advisory Contract) and (ii) continues to be a Client of the Van Kampen Business, Buyer or any of its Affiliates on the final day of the True-Up Period (unless, in the case of this clause (B), Buyer or its applicable Affiliate will be required to terminate such Investment Advisory Arrangement due to the failure to satisfy the Assignment Requirements by such final day), to the extent of the amount by which (x) the reduction made to Adjusted Assets Under Management in respect of any such Contingent Account for purposes of the original calculation of the Closing Revenue Run-Rate (assuming that calculation had been done as of the Closing Date) exceeds (y) the amount of the redemptions, withdrawals or terminations that actually occur with respect to such account prior to the final day of the True-Up Period;

     (ii) in the case of any Contingent Account solely pursuant to clause (a)(ii) of the definition thereof that has satisfied any Assignment Requirements applicable to such account not later than the final day of the True-Up Period, to the extent of the reduction made to Adjusted Assets Under Management in respect of any such Contingent Account for purposes of the original calculation of the Closing Revenue Run-Rate (assuming that calculation had been done as of the Closing Date);

     (iii) in the case of any Contingent Account pursuant to clause (a)(iii) or (b) of the definition thereof, to the extent of amounts actually funded in the account not later than the final day of the True-Up Period; and

     (iv) in the case of any Contingent Account relating to a Fund with respect to which a Fund Change Announcement has occurred, and assuming, in the case of any Fund Change Announcement relating to a portfolio management team change for the Funds set forth on Exhibit C, that such Fund has satisfied any Assignment Requirements, to the extent of the full amount of such Contingent Account.

     (b) If such recalculation yields:

     (i) a reduced Closing Revenue Run-Rate Purchase Price Reduction, an increased Closing Revenue Run-Rate Purchase Price Increase or an amount that would give rise for the first time to a Closing Revenue Run-Rate Purchase Price Increase, then Buyer shall pay to Seller an amount that is equal to the amount of such reduction to the Closing Revenue Run-Rate Purchase Price Reduction, the amount of such increase to the Closing Revenue Run-Rate Purchase Price Increase or the amount of such Closing Revenue Run-Rate Purchase Price Increase (as applicable) as soon as is reasonably practicable after, but in any event within three Business Days of, the date upon which the recalculation described in this Section 2.06(b)(i) is made, with such payment increasing the Aggregate Cash Consideration and the Aggregate Equity Consideration in the manner described in Section 2.05(b); or

     (ii) an increased Closing Revenue Run-Rate Purchase Price Reduction, a reduced Closing Revenue Run-Rate Purchase Price Increase or an amount that would give rise for the first time to a Closing Revenue Run-Rate Purchase Price Reduction, then Seller shall pay to Buyer an amount that is equal to the amount of such increase to the Closing Revenue Run-Rate Purchase Price Reduction, the amount of such reduction to the Closing Revenue Run-Rate Purchase Price Increase or the amount of the Closing Revenue Run-Rate Purchase Price Reduction (as applicable) as soon as is reasonably practicable after, but in any event within three Business Days of, the date upon which the recalculation described in this Section 2.06(b)(ii) is made, with such payment reducing the Aggregate Cash Consideration and the Aggregate Equity Consideration in the manner described in Section 2.05(b).

     (c) Any reduction or increase in the Aggregate Cash Consideration pursuant to this Section 2.06 shall be payable in immediately available funds by wire transfer to an account of Buyer or Seller, as the case may be, with a bank designated by such receiving party. Any reduction or increase in the Aggregate Equity Consideration shall be payable by delivering to Buyer or Seller, as the case may be, stock certificates representing such adjustment to the Aggregate Equity Consideration pursuant to this Section 2.06 (with the number of shares of Buyer Stock to be delivered calculated based on the Buyer Signing Price) or, if the Aggregate Equity Consideration is uncertificated, other appropriate evidence of ownership reasonably acceptable to such receiving party.

     (d) For purposes of this Section 2.06, all references to the Closing Measurement Date included in the definitions of Adjusted Assets Under Management and Closing Revenue Run-Rate shall be deemed references to the Closing Date.

     Section 2.07 . Allocation of Purchase Price. (a) Buyer and Seller agree that (i) the Asset Consideration shall consist solely of a portion of the Aggregate Cash Consideration, (ii) the Merger Consideration shall consist solely of the Aggregate Equity Consideration and (iii) notwithstanding anything to the contrary in Section 7.09(b), the consideration for the sale of the Van Kampen Seed Capital of the Van Kampen Seeded Funds shall consist solely of an amount of cash equal to the Van Kampen Seed Capital Closing NAV for the Van Kampen Seeded Funds, which amount shall consist of a portion of the Aggregate Cash Consideration. Exhibit I attached hereto sets forth the parties allocation of the Aggregate Cash Consideration and the Aggregate Equity Consideration in accordance with the preceding sentence.

     (b) As soon as practicable, but in no event later than 60 days, after the Closing, Buyer shall deliver to Seller a statement (the “ Allocation Statement ”) allocating the Asset Consideration (plus Assumed Liabilities, to the extent properly taken into account under Section 1060 of the Code) among the Purchased Assets in accordance with Section 1060 of the Code. If within 20 days after the delivery of the Allocation Statement Seller notifies Buyer in writing that Seller objects to the allocation set forth in the Allocation Statement, Buyer and Seller shall use reasonable best efforts to resolve such dispute within 30 days. In the event that Buyer and Seller are unable to resolve such dispute within 30 days, Buyer and Seller shall jointly cause the Accounting Referee to resolve the disputed items. Upon resolution of the disputed items, the allocation reflected on the Allocation Statement shall be adjusted to reflect such resolution. The costs, fees and expenses of the Accounting Referee shall be borne equally by Buyer and Seller.

     (c) Seller and Buyer agree to (i) be bound by the final Allocation Statement and (ii) act in accordance with the final allocation in the preparation, filing and audit of any Tax return (including filing Form 8594 with its federal income Tax return for the taxable year that includes the date of the Closing).

     (d) If an adjustment is made with respect to the Aggregate Purchase Price pursuant to any of Sections 2.06, 2.07, 2.08 or 11.02, Exhibit I and the Allocation Statement shall be adjusted as mutually agreed by Buyer and Seller (and, in the case of the Allocation Statement, in accordance with Section 1060 of the Code), using the procedures set forth in Section 2.07(b), mutatis mutandis .

     (e) Not later than 60 days prior to the filing of their respective Forms 8594 relating to this transaction, each party shall deliver to the other party a copy of its Form 8594.

     Section 2.08 . Assignment of Contracts and Rights. Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any Purchased Asset or any right thereunder if an attempted or actual assignment, without the consent of a third party, would constitute a breach or in any way adversely affect the rights of Buyer or Seller thereunder. Seller will use reasonable best efforts to obtain, or cause to be obtained, on or prior to the Closing Date, the consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Buyer as Buyer may request. Buyer will cooperate with Seller, at no additional cost to Buyer, in such manner as may reasonably be requested in connection therewith. If such consent is not obtained on or prior to the Closing Date, Seller shall continue to use reasonable best efforts to obtain any such consent for a period of 90 days after the Closing Date, and in the event that any such consent is not obtained by the Closing Date, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of Seller thereunder so that Buyer would not in fact receive all such rights, Seller and Buyer will cooperate in a mutually agreeable arrangement (a “ Work-around ”) under which Buyer would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-contracting, sub-licensing, or sub-leasing to Buyer, or under which Seller would enforce for the benefit of Buyer, with Buyer assuming Seller’s obligations to the extent Buyer would have been responsible therefor if such consent had been obtained and to the extent Buyer or its Affiliates receive the benefits thereof, any and all rights of Seller against a third party thereto. Seller will promptly pay to Buyer when received all monies received by Seller under any Purchased Asset or any claim or right or any benefit arising thereunder. Notwithstanding the foregoing, the provisions of this Section 2.08 shall not apply to any Contracts that are subject to Section 7.05.

     Section 2.09 . Certain Adjustments. If, during the period between the date of this Agreement and the Closing, the outstanding shares of capital stock of Buyer shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result of any reorganization, reclassification, recapitalization, stock split or reverse stock split, combination, exchange or readjustment of shares, or any stock dividend thereon with a record date during such period or other similar change in capitalization, the Aggregate Equity Consideration shall be appropriately and proportionately adjusted.

     Section 2.10 . Post-Closing Cash Cap. (a) Notwithstanding anything to the contrary in this Agreement, unless Seller exercises an Alternative Transaction Structure Election pursuant to Section 7.11, to the extent that any cash payment otherwise required to be made by Buyer to Seller under this Agreement after the Closing would result in the Aggregate Post-Closing Buyer Cash Payments being in excess of the Post-Closing Cash Cap (any such excess, an “ Excess Post-Closing Buyer Cash Payment ”), then:

     (i) Buyer shall not be required under this Agreement to make such Excess Post-Closing Buyer Cash Payment to Seller, and

     (ii) in lieu thereof, Buyer shall (x) pay to Seller in cash an amount equal to 60% of such Excess Post-Closing Buyer Cash Payment, and (y) deliver to Seller a number of shares of Buyer Stock equal to the quotient (rounded down to the next whole share) of (A) 40% of such Excess Post-Closing Buyer Cash Payment over (B) the Buyer COI Price; provided that to the extent delivery of the Buyer Stock pursuant to this clause (ii) would cause Seller’s beneficial ownership (as defined in Rule 13d of the Exchange Act) of Buyer Stock to exceed the Common Stock Cap, Buyer shall deliver to Seller (x) the maximum number of shares of Buyer Stock that can be owned by Seller without Sellers’ and its Affiliates’ collective ownership exceeding the Common Stock Cap plus (y) a number of shares of Equivalent Buyer Preferred Stock that is convertible into the number of shares of Buyer Stock that would have been delivered absent this proviso less the number of shares of Buyer Stock referred to in clause (x).

     (b) For purposes of this Agreement,

     (i) “ Aggregate Post-Closing Buyer Cash Payments ” means, at any time, the aggregate amount of cash payments previously made or to be made at such time by Buyer to Seller after the Closing.

     (ii) “ Buyer COI Price ” means $22.75.

     (iii) “ Merger Consideration Percentage ” means 66.755%.

     (iv) “ Post-Closing Cash Cap ” means the value determined for X, expressed in dollars, where:

ARTICLE 3
Representations and Warranties of Seller

     Subject to Section 13.11, except as set forth in the Seller Disclosure Schedule, Seller represents and warrants to Buyer as of the date of this Agreement and as of the Closing Date as follows:

     Section 3.01 . Organization and Qualification. Seller and each of its Subsidiaries that owns Purchased Assets is a legal entity duly organized or incorporated, validly existing and, to the extent such concept is relevant in the applicable jurisdiction, in good standing under the Laws of its jurisdiction of organization or incorporation. To the extent relating to the Van Kampen Business or the ability of Seller to enter into or consummate the transactions contemplated hereby: (i) Seller and each of its Subsidiaries that owns Purchased Assets has the requisite corporate or other similar power and authority to own or lease all of its properties and assets and to carry on its business as conducted as of the date of this Agreement and to own, lease and operate all of its properties and assets, in all material respects as conducted, owned, leased or operated as of the date of this Agreement; and (ii) Seller and each of its Subsidiaries that owns Purchased Assets is duly qualified to do business in each jurisdiction in which the nature of its business or the character or location of the properties and assets owned, leased or operated by it makes such qualification necessary other than any failure to be so qualified that would not, individually or in the aggregate, reasonably be expected to have a Van Kampen Material Adverse Effect. Seller has made available to Buyer prior to the date of this Agreement complete and correct copies of the Organizational Documents of Seller and each of its Subsidiaries that owns Purchased Assets as in effect as of the date of this Agreement.

     Section 3.02 . Ownership. Seller or one of its Subsidiaries (including, in the case of a portion of the Van Kampen Seed Capital, one or more of the Transferred Entities) is, and, subject to Section 7.05, as of the Closing Date will be, the legal and beneficial owner of all of the issued and outstanding equity interests in the Transferred Entities, the Van Kampen Seed Capital and, subject to Section 7.05, the Purchased Assets and at the Closing will deliver to Buyer good and valid title to the Transferred Entities, the Van Kampen Seed Capital and the Purchased Assets, free and clear of any Encumbrances, other than (in the case of the Purchased Assets only) Permitted Encumbrances. Van Kampen Parent owns, directly or indirectly, all of the outstanding ownership interests in each of its

Subsidiaries and all such ownership interests are owned free and clear of any Encumbrance. As of the date hereof, the number of shares of Buyer Common Stock that Seller beneficially owns (as defined in Rule 13d of the Exchange Act) is set forth in Section 3.02 of the Seller Disclosure Schedule (as determined by Seller based on its reporting and compliance policies and procedures in respect thereof) and discussed with Buyer.

     Section 3.03 . Corporate Authority. (a) Seller has (or any of its Affiliates who may be a party to any Ancillary Agreement has) full corporate power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which it (or any such Affiliate) is or will be a party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereunder and thereunder. The execution, delivery and performance by Seller (or any such Affiliate) of this Agreement and each of the Ancillary Agreements to which it is or will be a party, and each of the transactions contemplated hereunder (including the Merger) and thereunder, have been duly and validly authorized and no additional corporate or shareholder authorization or consent is required in connection with the execution, delivery and performance by Seller (or any such Affiliate) of this Agreement and each of the Ancillary Agreements to which it (or any such Affiliate) is or will be a party or any of the transactions contemplated hereunder or thereunder.

     (b) The board of directors of Van Kampen Parent has approved and declared advisable this Agreement, the Agreement and Plan of Merger and the transactions contemplated hereby (including the Merger) and resolved to recommend approval and adoption of this Agreement and the Agreement and Plan of Merger and (including the Merger) by the sole stockholder of Van Kampen Parent. The sole stockholder of Van Kampen Parent has approved and adopted this Agreement and the Agreement and Plan of Merger (including the Merger). No other corporate proceedings on the part of Van Kampen Parent or its sole stockholder are necessary to approve this Agreement, the Agreement and Plan of Merger or to consummate the Merger or other transactions contemplated hereby.

     Section 3.04 . Binding Effect. Assuming the due authorization, execution and delivery of this Agreement and the Ancillary Agreements by Buyer (or, in the case of the Ancillary Agreements, Buyer or an Affiliate of Buyer), this Agreement constitutes, and each Ancillary Agreement when executed and delivered will constitute, a valid and legally binding obligation of Seller (or, in the case of the Ancillary Agreements, of Seller or an Affiliate of Seller) enforceable against Seller or such Affiliate in accordance with its terms, subject (in the case of enforceability) to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

     Section 3.05 . Governmental Consents and Approvals. (a) Other than in connection with (i) the HSR Act or any other Antitrust Laws, (ii) any applicable banking, securities or other financial services Laws of any banking commission or

any securities or other financial services regulator, (iii) the filing of a certificate of merger with respect to the Merger with the Delaware Secretary of State or (iv) such other Law, in each case of (i) through (iv) above, that is set forth on Section 3.05(a) of the Seller Disclosure Schedule (the matters covered under clauses (i) through (iv) above, collectively, the “ Seller Required Approvals ”), Seller and its Affiliates are not required to obtain any authorization, waiver, consent or approval of, make any filing or registration with, or give any notice to, any Government Entity or to obtain any Permit in connection with the execution, delivery and performance by Seller of this Agreement or the execution, delivery and performance by Seller or its Affiliates of each of the Ancillary Agreements to which Seller or any of its Affiliates is or will be a party or the consummation by Seller or its Affiliates of any of the transactions contemplated hereunder (including the Merger) or thereunder, other than any authorization, waiver, consent, approval, filing, registration, notice or Permit, the failure of which to obtain, make or give would not, individually or in the aggregate, reasonably be expected to have a Van Kampen Material Adverse Effect. As of the date hereof, Seller is not aware of any reason why any Seller Required Approvals will not be received in order to permit the consummation of the transactions contemplated hereby.

     (b) Other than the Seller Required Approvals or as set forth on Section 3.05(b) of the Seller Disclosure Schedule (the “ Transferred Entities Required Approvals ”), no Transferred Entity is required to obtain any authorization, waiver, consent or approval of, or make any filing or registration with, or give any notice to, any Government Entity or to obtain any Permit in connection with the execution, delivery and performance by Seller of this Agreement, the execution, delivery and performance by Seller or its Affiliates of each of the Ancillary Agreements to which Seller or any of its Affiliates is or will be a party or the consummation by Seller or its Affiliates of any of the transactions contemplated by this Agreement (including the Merger) or the Ancillary Agreements, other than any authorization, waiver, consent, approval, filing, registration, notice or Permit the failure of which to obtain, make or give would not, individually or in the aggregate, reasonably be expected to have a Van Kampen Material Adverse Effect. As of the date hereof, Seller is not aware of any reason why any Transferred Entities Required Approvals will not be received in order to permit the consummation of the transactions contemplated hereby.

     Section 3.06 . Non-Contravention. The execution, delivery and performance by Seller of this Agree