DUF Duff & Phelps Corp. Class A

THE COMPANY MERGER (PROPOSAL 1)

Background of the Mergers

From time to time, the Company has, under the supervision of the Company’s Board of Directors, evaluated strategic alternatives relating to the Company’s business, each with a view towards enhancing stockholder value. Such strategic alternatives have included a possible sale of the Company, transformational combinations with large strategic parties, stock repurchases, debt refinancing and private investments by financial sponsors in the Company. For example, in 2011, the Company engaged two nationally recognized financial advisors as part of a thorough strategic review process that did not result in a transaction, and also in 2011 the Company engaged in discussions with two financial sponsors regarding a potential private investment in the Company which also did not result in a transaction.

In August 2012, the Company approached three well-known private equity firms, including Carlyle, to discuss participating with the Company in a potential strategic acquisition of another company (“Company A”). The Company selected these three private equity firms to participate in a potential acquisition of Company A based on such firms’ reputations, sophistication and financial resources, as well as the Company’s familiarity with such firms through commercial relationships. On August 28, 2012, Noah Gottdiener, the Company’s Chief Executive Officer, President and Chairman of the Board contacted representatives of Carlyle to discuss the potential transaction with Company A. On September 4, 2012, certain members of the Company’s management met with representatives of Carlyle to discuss Carlyle’s interest in partnering with the Company to pursue an acquisition of Company A, and the Company’s management provided the strategic rationale for a potential acquisition of Company A. On September 11, 2012, Mr. Gottdiener contacted Carlyle inquiring whether Carlyle was interested in moving forward with exploring the acquisition of Company A. On September 14, 2012, certain members of the Company’s management and Carlyle held a telephonic discussion during which the Company received feedback that Carlyle was not interested in participating in an acquisition of Company A, but instead was interested in exploring a potential acquisition of the Company by Carlyle, either alone or in combination with other financial sponsors or funds, which were not identified to the Company at that time. The other two private equity firms contacted Mr. Gottdiener and informed him that they were not interested in participating in an acquisition of Company A. The Company’s management did not believe that any other acquisition structures would be feasible without significant equity financing from third parties given the larger market capitalization of Company A relative to the Company. Therefore, in light of Carlyle’s and the other private equity firms’ lack of interest in a transaction involving Company A, the Company decided not to approach Company A and no discussions occurred with Company A regarding a potential acquisition.

Between September 14 and October 24, 2012, the Company’s management apprised members of the Company’s Board of Directors of the conversations with Carlyle. Following consultation with members of the Board of Directors and in response to this expression of interest, the Company distributed a confidentiality agreement to Carlyle and, on September 20, 2012, the Company retained Kirkland & Ellis LLP (“K&E”) to assist the Company’s Board of Directors in evaluating any potential proposals or indications of interest from Carlyle or other strategic alternatives available to the Company.

On September 21, 2012, Carlyle entered into a confidentiality agreement with the Company to enable the parties to share information regarding a potential transaction.

An in-person meeting to discuss Carlyle’s interest in a potential transaction was held at Carlyle’s office in New York on September 21, 2012, at which Jacob Silverman, the Company’s Executive Vice President for Corporate Development & Segment Leader of Investment Banking, and Edward Forman, the Company’s Executive Vice President, General Counsel and Secretary, participated. During this meeting, Messrs. Silverman and Forman provided Carlyle with an overview of the Company’s history, corporate structure and strategic plans, and Carlyle discussed its views on the merits of a possible acquisition of the Company, but did not make any proposal regarding price. The attendees from the Company did not make any proposals regarding a transaction. At no time during this meeting or at any time prior to this meeting were there negotiations with Carlyle of the terms of employment or equity participation of the Company’s management in the event of a transaction.

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On September 24, 25 and 28, 2012, the Company provided Carlyle with preliminary business and financial due diligence information and held telephonic meetings with Carlyle to discuss business and financial due diligence matters. On September 28, 2012, Mr. Gottdiener held a telephonic meeting with Carlyle during which Carlyle expressed the possibility of structuring a potential transaction with a consortium of financial sponsors or private funds. Carlyle indicated that it would not be willing to commit the full equity financing because of the potential impact on the willingness of certain customers to continue to do business with the Company due to competitive concerns if Carlyle were to acquire full control of the Company. Following consultation with members of the Board of Directors, the Company consented to Carlyle contacting certain other potential partners regarding participation in a consortium.

On October 11, 2012, the Company gave an in-person management presentation to representatives of Carlyle at Carlyle’s office in New York. In connection with this presentation, the Company’s management provided Carlyle with certain projected financial information which reflected revenue and cost improvements that were potentially achievable in a private ownership context (including elimination of public company costs, operational and marketing streamlining, strategic initiatives including rationalization of certain international offices, and removal of certain contingencies built into the public company budget). A summary of this projected financial information is set forth under “—Projected Financial Information” beginning on page 51.

On October 24, 2012, the Company’s Board of Directors held a meeting during which certain members of the Company’s management provided an update of the status of discussions with Carlyle. The Board of Directors noted that there was no determination by the Board of Directors to pursue a sale of the Company and, if such a determination was made, a sale process that includes multiple bidders or financing sources could lead to leaks or rumors that could be detrimental to the Company, especially for a business, such as the Company, that is so heavily dependent on personnel, but the Board of Directors decided that it would be in the best interests of the Company’s stockholders to allow Carlyle to take additional steps to evaluate a potential transaction that could be attractive to the Company’s stockholders. The Company’s Board of Directors subsequently authorized Carlyle to begin a more in-depth due diligence review of the Company, but informed Carlyle that it could not discuss management’s equity participation in, or ongoing employment following completion of, any potential transaction until an appropriate future time.

Between October 24, 2012 and December 30, 2012, Carlyle conducted preliminary due diligence on the Company, during which time an electronic dataroom was established to facilitate the due diligence process.

On October 25, 2012, after the market closed, the Company released its financial results for the third quarter of fiscal 2012. The closing price of the Duff & Phelps Class A common stock on October 26, 2012, was $12.26 per share.

On October 26, 2012, the Company held a telephonic meeting with K&E and Carlyle’s outside legal counsel, Wachtell, Lipton, Rosen & Katz (“Wachtell”), during which the Company presented an overview of the Company’s business and the parties discussed the Company’s legal structure.

On November 7, 2012, Carlyle informed the Company that an affiliate of the Edmond de Rothschild Group (“Edmond de Rothschild”), which manages funds on behalf of private clients, institutional investors and the Benjamin de Rothschild family, had expressed interest in participating in a consortium with Carlyle in connection with a potential transaction involving the Company. Later that day, the Company provided a confidentiality agreement to Edmond de Rothschild that the parties entered into on November 8, 2012, following the negotiation of its terms.

On November 9, 2012, certain members of the Company’s management gave an in-person management presentation at Carlyle’s office in New York, at which representatives of Carlyle, K&E and Wachtell participated. Sandler O’Neill + Partners, L.P., a financial advisor to Carlyle, and Barclays and Credit Suisse, potential debt financing sources for Carlyle, also participated.

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On November 13, 2012, the Board of Directors held a telephonic meeting. Prior to the meeting, the Board of Directors was provided with a written update regarding the status of interactions with Carlyle and its representatives. Mr. Gottdiener provided the Board of Directors with a verbal description of the Company’s past efforts in connection with potential strategic alternatives, and described the difficulties the Company has been facing as a public company since its initial public offering in 2007, which included difficulties associated with growing the Company’s business and with structuring appropriate incentives for the Company’s employees in light of the performance of the Company’s publicly traded stock. Mr. Gottdiener then provided the Board of Directors with an update on the interactions that the Company and its advisors had had with representatives of Carlyle and potential members of a consortium. Mr. Gottdiener noted that Carlyle had conveyed to the Company that it was expecting to provide the Company with an initial indication of interest.

K&E then provided the Board of Directors with an in-depth review of the Board’s fiduciary duties under Delaware law. K&E also discussed two types of potential or apparent conflicts of interest that could arise in connection the evaluation and negotiation of a potential transaction involving the Company, including the possible treatment of the Company’s tax receivables agreements with certain members of the Company’s management and with Vestar, a stockholder of the Company with designees on the Board of Directors, and the potential conflicts that could arise if management were to roll over equity into an entity controlled by a potential buyer or discuss post-closing employment arrangements with a potential buyer.

At the November 13 meeting, the Board of Directors established a board committee (“Transaction Committee”) composed of independent and disinterested directors to monitor and assist in the negotiation of a potential transaction and to report to the Board of Directors on developments and, in the event of a conflict or perceived conflict situation, the Transaction Committee would be responsible for monitoring and leading those discussions without the participation of those directors with the conflict or perceived conflict. The members of the Board of Directors appointed to the Transaction Committee were William R. Carapezzi, John A. Kritzmacher and Gordon A. Paris. The Board of Directors also considered the potential engagement of a financial advisor to assist in the evaluation of any transaction proposals and other strategic alternatives available to the Company. The Board of Directors discussed several potential financial advisors, including large investment banks, and in light of the relationships that many of the large investment banks have with private equity firms and the Board’s concerns related to maintaining the confidentiality of the Board’s consideration of a potential transaction, the Board of Directors focused on independent advisory firms. The Board then discussed Centerview Partners (“Centerview”) and its expertise in financial services transactions and its independence with respect to Carlyle, and authorized the Company to contact Centerview regarding its potential engagement as financial advisor. The Company had not previously engaged Centerview for any other matter. Between November 13, 2012 and November 30, 2012, the Transaction Committee directed arm’s-length negotiations with Centerview of the terms of the engagement of Centerview as financial advisor, and the parties executed an engagement letter with Centerview on November 30, 2012. The engagement letter provided, among other things, that the Company would pay Centerview a retainer fee of $250,000 (which would be credited against any subsequent fees that became payable under the engagement letter) and a fee of $1 million in connection with the delivery of a fairness opinion. As described under “—Opinion of the Company’s Financial Advisor—Other Considerations”, the remainder of the fee payable to Centerview would become payable upon the consummation of a transaction.

On November 14, 2012, Carlyle informed the Company that Pictet & Cie (“Pictet”) had expressed interest in participating in a consortium with Carlyle in connection with a potential transaction involving the Company. Later that day, the Company sent Pictet a confidentiality agreement and following the negotiation of its terms, executed a confidentiality agreement with Pictet on November 19, 2012.

On November 19, 2012, the Transaction Committee held a telephonic meeting. The Transaction Committee approved guidelines that, among other things, required the Company’s management to continue to cooperate with the Board of Directors and its advisors in connection with the evaluation of a potential transaction and prohibited management from entering into discussions or negotiations with any potential buyer of the Company regarding management’s equity participation in or ongoing employment with such buyer or regarding the Company’s tax receivables agreements, unless and until otherwise instructed by the Transaction Committee. Mr. Gottdiener

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provided the Transaction Committee with an update on the interactions with Carlyle and its representatives, noting that Carlyle had indicated on November 18, 2012, that its initial indication of interest may be around $15.00 per share, but that Carlyle may have additional room to increase its proposal based on further discussions and the results of its due diligence review. The Transaction Committee authorized Centerview to communicate the Transaction Committee’s initial feedback to Carlyle based on Carlyle’s stated expectation about its offer.

On November 26, 2012, the Board of Directors held a telephonic meeting. Mr. Gottdiener and Centerview provided the Board of Directors with an update on the status of interactions with Carlyle and its representatives. Mr. Gottdiener informed the Board of Directors that Carlyle had indicated on November 25, 2012, that Carlyle expected to submit a written indication of interest within the next one or two days. Centerview noted that (i) Carlyle had indicated it would not commit the full equity financing because of the potential impact on the willingness of certain customers to continue to do business with the Company due to competitive concerns if Carlyle were to acquire full control of the Company, (ii) Carlyle indicated that it would complete a substantial portion of the due diligence on behalf of the consortium, and the other potential equity financing sources would rely on such due diligence and (iii) Carlyle indicated that it would have “highly-confident letters” from potential debt financing sources that Carlyle would attach to its initial indication of interest.

On November 27, 2012, the Company received a letter indicating Carlyle’s and Pictet’s interest in acquiring the Company at a preliminary purchase price per share of $15.00. The proposal was subject to the approval of the respective investment committees of Carlyle and Pictet, the completion of confirmatory due diligence and the negotiation of definitive agreements. The closing price of the Duff & Phelps Class A common stock on November 27, 2012, was $12.06 per share. The letter included a proposal from Carlyle and Pictet that the parties enter into an exclusivity agreement with the Company for a period of 21 days, and that the definitive merger agreement would contain a 30-day “go shop” provision. Carlyle and Pictet indicated in the letter that they did not anticipate changes to management’s current role in managing the firm, and they anticipated entering into employment agreements with a limited number of key employees concurrently with entering into definitive documentation with respect to a potential transaction. Carlyle and Pictet also indicated that they would require management to participate in the transaction through the roll-over of a portion of existing shares of common stock and equity awards, and that they would anticipate working with management at the appropriate time to structure and implement a retention program to ensure stability and appropriate incentives for the employee base. Carlyle proposed contacting a limited number of additional private funds that may be interested in participating in the consortium to acquire the Company. Attached to the letter were two “highly-confident” letters regarding debt financing, one from Credit Suisse and the other from Barclays.

On November 28, 2012, the Transaction Committee held a telephonic meeting. The Transaction Committee, Centerview and K&E discussed the letter from Carlyle and Pictet received on November 27th. After discussion with Centerview and K&E, the Committee authorized Centerview to provide the Transaction Committee’s preliminary feedback to Carlyle and to request that Carlyle submit a revised indication of interest prior to a meeting of the Board of Directors scheduled for Thursday, November 29th. The Transaction Committee also discussed pushing back on (i) Carlyle and Pictet’s proposal that the Company enter into an exclusivity agreement and (ii) having a “go shop” period that did not account for the difficulties in commencing solicitation of proposals during the year-end holiday period.

On November 29, 2012, at the Company’s request, Carlyle and Pictet submitted a revised proposal indicating an increased preliminary purchase price per share of $15.50. The closing price of the Duff & Phelps Class A common stock on November 29, 2012 was $12.28 per share. The letter indicated that Carlyle and Pictet intended for all the required equity funding for the potential transaction to be in place at the time such transaction would be announced. The letter indicated that members of the consortium would principally rely on Carlyle’s due diligence and therefore would avoid the need for the Company’s management to interact with multiple members of the consortium, and the letter reiterated Carlyle and Pictet’s goal of announcing a transaction by December 24th. The letter also provided that Carlyle and Pictet would be willing to proceed with its evaluation of a potential transaction without a written exclusivity agreement, but Carlyle and Pictet requested assurance that

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the Company would notify them promptly if the Company were to engage in discussions with another party within the twenty-one day period starting on November 29th. Carlyle and Pictet also clarified in their letter that their proposal of a 30-day go shop period would take into account the year-end holiday period (and would therefore include a 30-day period following the holiday period).

On the evening of November 29, 2012, the Transaction Committee held a telephonic meeting. Centerview and K&E discussed the letter received from Carlyle and Pictet earlier that day. The Transaction Committee noted that the letter from Carlyle and Pictet constructively addressed a number of, though not all, the substantive issues that were raised by the Company in response to the initial indication of interest received on November 27th, and that Carlyle appeared to be very interested in moving forward with its evaluation of a potential transaction with the Company. Based on the letters from Carlyle and Pictet received on November 27th and 29th, the Transaction Committee expressed the view that Carlyle should be permitted to commence its confirmatory due diligence, and that the Transaction Committee would express this view to the Board of Directors at its next meeting.

On the evening of November 29, 2012, and following the meeting of the Transaction Committee, the Board of Directors held a telephonic meeting. Centerview and K&E discussed the letter received from Carlyle and Pictet earlier that day. Mr. Gottdiener noted that Carlyle had indicated it was continuing to work with potential equity financing sources to cover the remaining equity financing requirement, and that earlier that week, Carlyle had requested the Company’s permission to work with a few additional potential equity financing sources. Centerview reviewed with the Board of Directors Centerview’s preliminary views on certain financial and valuation matters relating to the Company, but noted that a more in-depth review of these matters would take place during the meeting of the Board of Directors scheduled for December 4, 2012. Gordon Paris, the chairman of the Transaction Committee, presented the view of the Transaction Committee that, while reserving judgment on the adequacy of the proposed price, Carlyle should be permitted to commence confirmatory due diligence of the Company. After discussion, the Board of Directors agreed that this view of the Transaction Committee was acceptable.

On December 4, 2012, the Company held its regularly scheduled in-person Board of Directors meeting. Mr. Gottdiener and Centerview provided the Board of Directors with an update on interactions with the consortium since the last meeting of the Board of Directors. Mr. Gottdiener informed the Board of Directors that Carlyle had recently sought permission to approach a small number of potential equity financing sources as an additional or alternative means of obtaining the remaining equity financing necessary to make a final proposal to acquire the Company. The Board of Directors discussed the potential risks associated with allowing Carlyle to approach additional potential equity financing sources, including the risk of leaks and the effect on the timeline and due diligence process. Mr. Paris reminded the Board of Directors that the Board’s view continued to be that the Company has not decided to pursue a sale transaction, but that it was his recommendation that the Board of Directors should facilitate the best possible offer from Carlyle in order for the Board of Directors to be in a position to evaluate whether it wanted to move forward with a potential transaction. The Board, Centerview and K&E also discussed the importance of tight limitations on the number and identity of potential equity financing sources that Carlyle would be permitted to approach, noting the additional important consideration that the Board of Directors did not want to limit the number of alternative bidders in the market-check provided by the planned post-signing go shop if the Company were to agree to a transaction with a consortium. The Board also discussed that a pre-signing market check was not advisable given concerns regarding leaks and rumors, especially given the damage such leaks and rumors could have on the Company as a business that is heavily dependent on its personnel. The Board discussed the alternative of having a robust post-signing go-shop during which Centerview would actively solicit proposals.

Centerview reviewed with the Board of Directors Centerview’s preliminary views on certain financial and valuation matters relating to the Company. As part of the discussion of Centerview’s preliminary views on valuation, the Board of Directors noted that the “Illustrative Projections” were a selling tool meant to highlight the upside opportunity to the buyers and were intended to illustrate possible revenue and cost-savings opportunities that would only be available to the Company operating under private ownership and not as a public company. The Board of Directors also discussed the “Street Case Projections” that are described under “—Projected Financial Information” beginning on page 51. Centerview provided a detailed overview of the “bridge” between the

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“Illustrative Projections” and the “Street Case Projections”, including explanation of the revenue and cost improvements that were more likely (or only) achievable in a private ownership context (including elimination of public company costs, operational and marketing streamlining, strategic initiatives including rationalization of certain international offices, and removal of certain contingencies built into the public company budget). After extensive discussion, it was the sense of the Board of Directors that Carlyle should be allowed to expand the scope of its discussions with potential equity partners to include three private equity sponsors identified by them as preferred partners, but that this permission would be coupled with a request delivered by Centerview to increase their proposed purchase price.

On December 6, 2012, at Carlyle’s request, certain members of the Company’s management contacted Stone Point Capital (“Stone Point”), one of the private equity sponsors that the Company permitted Carlyle to contact, and scheduled an in-person management presentation at Stone Point’s office for December 10, 2012. The Company provided a confidentiality agreement and following the negotiation of its terms, entered into a confidentiality agreement with Stone Point on December 10, 2012.

On December 6, 2012, the Company met with representatives from Carlyle and Ernst & Young, whom Carlyle had engaged to assist in Carlyle’s due diligence review of the Company.

On December 7, 2012, at Carlyle’s request, certain members of the Company’s management gave an in-person management presentation to representatives of Edmond de Rothschild at Carlyle’s office in New York.

On the evening of December 14, 2012, Wachtell distributed a draft of the merger agreement to K&E.

On December 17, 2012, the Transaction Committee held a telephonic meeting. Messrs. Gottdiener and Silverman and representatives of Centerview and K&E attended the meeting. Mr. Gottdiener and Centerview updated the Transaction Committee on the recent interactions with Carlyle and Stone Point, and noted in particular that Carlyle and Stone Point had contacted Mr. Gottdiener and Centerview earlier that day and indicated that there were certain matters that arose in their due diligence of the Company that could lead them to lower their proposed purchase price from $15.50 per share to $15.00 or possibly lower. Those matters identified by Carlyle and Stone Point included the amount of the estimated cash on the Company’s balance sheet and concerns over potential remaining earnout obligations of the Company. Mr. Gottdiener noted that Stone Point requested a lunch with Mr. Gottdiener on December 18th to discuss certain due diligence matters. The Transaction Committee discussed the latest interactions with Carlyle and Stone Point and the potential meeting between Mr. Gottdiener and Stone Point. After discussion, the Transaction Committee instructed Mr. Gottdiener to meet with Stone Point to discuss certain due diligence matters. K&E noted that the guidelines previously adopted by the Transaction Committee and with which management had been instructed to adhere continued to be in place, and Mr. Gottdiener acknowledged that he would not discuss or negotiate any matters that were prohibited from being discussed or negotiated under the management guidelines. The Committee directed Centerview to inform Carlyle and Stone Point that any downward movement from the proposed $15.50 per share purchase price could lead to the termination of discussions given that the Transaction Committee and the Board of Directors was seeking upward movement in the proposed price.

On December 18, 2012, as instructed by the Transaction Committee, certain members of the Company’s management met with representatives from Stone Point to discuss certain business due diligence matters. On that same day, Centerview informed Carlyle and Stone Point that any downward movement in the proposed purchase price could lead to the termination of discussions.

During the evening of December 18, 2012, the Transaction Committee held a telephonic meeting. Messrs. Gottdiener, Forman and Silverman and representatives of Centerview and K&E attended the meeting. Mr. Gottdiener updated the Transaction Committee on the meeting earlier that day between certain members of the Company’s management and representatives of Stone Point and the discussions relating to the business of the Company. Centerview then updated the Transaction Committee on further discussions they had with representatives of Carlyle earlier that afternoon. Centerview noted that Carlyle and Stone Point were prepared to

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submit a letter that includes a preliminary $15.50 per share purchase price. The Transaction Committee noted that no discussions had been held yet regarding any terms of a potential rollover and/or post-closing equity or employment terms for the Company’s management, and the Transaction Committee indicated that it wanted to reach an understanding on key deal terms before those discussions begin. After discussion with Centerview and K&E, the Transaction Committee requested that Centerview revert to Carlyle and Stone Point to indicate that, while the Transaction Committee may be prepared to take the current proposal to the full Board of Directors for their consideration, the Transaction Committee had not determined its recommendation to the Board of Directors and that it sought improvement in terms ahead of that time. The Transaction Committee also requested that K&E engage with Wachtell to discuss certain terms in the draft merger agreement previously discussed with the Transaction Committee to determine where Carlyle and Stone Point stood on those issues before determining whether the potential revised proposal would be taken to the full Board of Directors.

On December 19, 2012, at the direction of the Transaction Committee, representatives of K&E discussed with Wachtell certain terms reflected in the draft merger agreement previously distributed by Wachtell on December 14th, including terms related to the amount of the termination fees and the circumstances under which they would be paid, the length of the go-shop period, “matching rights,” the marketing period and the conditions to closing. Representatives of Centerview also relayed the message to Carlyle and Stone Point that the Transaction Committee desired an improvement in terms in advance of the meeting of the Board of Directors scheduled for later in the day.

On December 19, 2012, the Transaction Committee held a telephonic meeting. Messrs. Gottdiener, Forman and Silverman and representatives of Centerview and K&E attended the meeting. K&E provided an update to the Transaction Committee on discussions earlier in the day between K&E and Wachtell, including the current position of the parties on key merger agreement issues, including the amount of the termination fees and the circumstances under which they would be paid, the length of the go-shop period, “matching rights,” the marketing period and the conditions to closing. The Transaction Committee agreed to update the full Board of Directors at the upcoming meeting of the Board of Directors and to decide at such meeting how and if to proceed with further discussions. The Transaction Committee also discussed the circumstances under which discussions between Carlyle and Stone Point on the one hand, and the Company’s management team, on the other, would be permitted, and noted that the Transaction Committee’s views on the timing of such discussions would be presented to the Board of Directors at the upcoming meeting.

On December 19, 2012, and subsequent to the Transaction Committee meeting, the Board of Directors held a telephonic meeting. K&E described to the Board of Directors certain key deal terms that Carlyle and Stone Point had proposed and/or agreed to, including, among others: (i) a go-shop period that runs until February 8, 2013; (ii) a lower termination fee of 1% of the equity value if the merger agreement is terminated prior to March 8, 2013, by the Company to enter into a superior proposal with an excluded party that arose during the go-shop period, plus up to $1.5 million reimbursement of expenses; (iii) a termination fee of 3% of the equity value if the merger agreement is terminated in certain other circumstances; and (iv) a reverse termination fee of 6% of equity value payable by the buyers under certain circumstances. K&E updated the Board of Directors on discussions earlier that day between K&E and Wachtell on the key merger agreement issues. Mr. Paris noted that the Transaction Committee had met prior to the Board of Directors meeting and the Transaction Committee was still in the process of considering the $15.50 per share proposal and would like to reserve on making a recommendation on a deal at that price until further input was received, including a further review of the Company’s strategic alternatives as well as progress on open contract issues. The Board then discussed potential paths forward, including permitting Carlyle and Stone Point to have discussions with management about equity participation and post-closing employment before agreement on a final per share price. The Board noted that it had been advised that Carlyle and Stone Point would not be able to finalize their proposal to acquire the Company until such discussions with management take place. Mr. Gottdiener reaffirmed that no negotiations about equity participation and post-closing employment had taken place prior to this point and that if such negotiations take place going forward, they would be under the supervision of Centerview and management would keep the Transaction Committee and the Board of Directors updated on the status of such negotiations.

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Mr. Gottdiener also repeated his earlier commitment that management would be willing to offer the same terms that would be agreed to with Carlyle and Stone Point as to management equity participation and post-closing employment to any other bidder that may make an offer for the Company. The Board also discussed the potential timing for the signing and announcement of the potential transaction. After discussion, the Board of Directors determined to allow negotiations with the consortium to continue, including allowing Carlyle and Stone Point to discuss arrangements with management, subject to the conditions reaffirmed by Mr. Gottdiener, while the Transaction Committee and the Board of Directors continue to evaluate the $15.50 per share proposal and other strategic alternatives for the Company. The Board further requested that Centerview discuss with the Board of Directors certain strategic alternatives at its next meeting. Mr. Gottdiener requested that the Board of Directors approve reimbursement of reasonable expenses for a law firm to represent management in connection with the negotiation of management arrangements as permitted by the Board. After discussion, the Board of Directors approved the reimbursement of the expenses of management’s counsel in connection with the transaction.

Between December 19 and December 30, 2012, certain members of the Company’s management and their advisors, on the one hand, and the consortium and its advisors, on the other, exchanged term sheets and draft agreements with respect to management’s equity participation and post-closing employment. These exchanges were under the supervision of Centerview, and the Company’s management kept the Transaction Committee and the Board of Directors updated on the status of these negotiations during this period.

On December 20, 2012, K&E distributed a revised draft of the merger agreement to Wachtell. That same day, certain members of the Company’s management met with Pictet at Carlyle’s office in New York to discuss certain business due diligence matters.

On December 21, 2012, certain members of the Company’s management engaged Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (“Mintz Levin”) to act as their counsel in connection with the transaction.

On December 21, 2012, the Board of Directors held a telephonic meeting. Mr. Gottdiener, Centerview and K&E provided an update on the interactions with Carlyle, Stone Point and their advisors since the last meeting of the Board. Mr. Gottdiener provided a detailed description of the status of negotiations with Carlyle and Stone Point with respect to management arrangements. Mr. Gottdiener reaffirmed that management would be willing to accept the same terms being discussed with Carlyle and Stone Point with any other bidder that may make an offer for the Company including during the post-signing go-shop. Centerview presented to the Board of Directors its analysis with respect to several of the Company’s strategic alternatives. Centerview and the Board of Directors discussed possibilities for a “split-up” of the Company involving a separation of the Company’s investment banking business, a transformational strategic acquisition of another company, a leveraged recapitalization in which the Company would issue a meaningful amount of debt and use the proceeds to distribute a one-time special dividend to the Company’s stockholders and a sale of the Company. Centerview noted that the list of strategic alternatives was developed based on Centerview’s experience and due diligence and conversations with the Company’s management and the Transaction Committee. Centerview and the Board of Directors discussed the possible benefits to the Company of the Company’s strategic alternatives, as well as challenges and disadvantages of implementing the various strategic alternatives. Following the presentation by Centerview, the Board of Directors discussed the Company’s strategic alternatives and the potential value expected to be achievable in each. The Board of Directors noted that a “split-up” of the Company would result in entities with higher overhead and lower utilization of resources and observed that significant challenges to effectuate a separation of the Company’s investment banking business raised doubts about the executability of such a transaction and its impact on value to the Company’s stockholders. The Board of Directors discussed the possibility of a transformational strategic acquisition but was concerned with the limited number of potential targets of appropriate size and strategic merit; further, the Board of Directors noted that the Company had engaged in discussions with potential targets that did not lead to any transactions. The Board of Directors noted that the leveraged recapitalization alternative would leave the Company with higher leverage which could increase volatility of earnings and impair the Company’s strategic flexibility as a public company. Therefore, in light of the uncertainties and risks associated with the Company’s standalone plan and the other strategic

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alternatives discussed, the Board of Directors decided that it would be in the best interests of stockholders to continue discussions with Carlyle and Stone Point. The Board then discussed potential paths forward with respect to Carlyle and Stone Point and strategy with respect to requesting Carlyle and Stone Point to increase their offer price. After discussion, the Board of Directors concluded that a discussion of a possible final increase in price would be best made as part of the final negotiations of open points. The Board indicated that it was reserving judgment on its support of a deal depending on the final price and outcome on other key deal points. The Board also discussed the timetable for signing definitive agreements and announcing a transaction and noted the potential benefit to shareholders of announcing a deal before the end of 2012 in order to allow shareholders the option of selling their shares in the market in 2012 post-announcement given the uncertainties about increased tax rates in 2013.

On December 23, 2012, Wachtell distributed a revised draft of the merger agreement to K&E. Wachtell also distributed to K&E drafts of an equity commitment letter, limited guarantee, voting agreement and rollover contribution agreement (the “ancillary agreements” and, together with the merger agreement, the “transaction agreements”).

On December 24 and 25, 2012, K&E and Wachtell exchanged drafts of the merger agreement and the ancillary agreements.

On December 24, 2012, at the request of Carlyle and Stone Point, certain members of the Company’s management held a telephonic meeting with Royal Bank of Canada, a potential debt financing source for the buyers, to discuss certain business due diligence matters.

On December 26, 2012, the Transaction Committee held a telephonic meeting. Representatives of Centerview and K&E attended the meeting. K&E noted that it had discussed certain of the key issues with respect to the merger agreement and the ancillary agreements with Wachtell earlier that day. K&E described the open issues in the draft agreements, and the Transaction Committee discussed the issues and proposed responses, including with respect to Carlyle and Stone Point standing behind the equity commitment and limited guarantee obligations of Pictet and Edmond de Rothschild, the terms of the marketing period, the payment of dividends post-signing, and the extent of “matching rights” with respect to competing acquisition proposals from excluded parties prior to March 8, 2013. With respect to matching rights, the consortium was seeking unlimited repeating matching rights for the consortium regardless of whether a proposal was from an excluded party prior to March 8, 2013. K&E provided the Transaction Committee with a summary of issues with respect to the draft debt commitment letter that was distributed by Wachtell on December 26th. K&E also described the Company’s performance-based restricted stock awards and certain alternatives under discussion as to how such awards would be treated in the transaction, including the measurement date for total shareholder return. The Transaction Committee also considered the terms that were expected to be contained in customary voting agreements proposed by the consortium, noting the percentage of the outstanding shares of the Company that would be covered by the voting agreements and the termination of the voting agreements in connection with a change of recommendation or a termination of the merger agreement. K&E also provided the Transaction Committee with an update on the management arrangements that management and their outside counsel, Mintz Levin, had been negotiating with Carlyle and Stone Point based on an update that K&E had received from Mintz Levin on December 26th. The Transaction Committee discussed the “Street Case Projections” and the “Illustrative Projections”. As previously discussed with the Board, the Transaction Committee noted that the “Illustrative Projections” projections were a selling tool meant to highlight the upside opportunity to the buyers and therefore highlighted revenue and cost-savings opportunities that were only available to the Company operating under private ownership and not as a public company. The Transaction Committee noted further that it was directing Centerview to use the “Street Case Projections” in conducting its valuation analysis as that set of projections reflects the best available estimate of the Company’s likely future performance as a standalone public company.

On December 27, 2012, Wachtell distributed revised drafts of the transaction agreements to K&E.

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On December 28, 2012, the Board of Directors held a telephonic meeting. K&E provided the Board of Directors with an update on the status of negotiations with Wachtell. K&E described certain key issues in the draft agreements, including the extent of the “matching rights” for the consortium with respect to competing acquisition proposals from excluded parties prior to March 8, 2013, the terms of the marketing period, the buyers’ remedies for the Company’s willful and material breach of the merger agreement, the Company’s ability to adjourn the stockholders’ meeting under certain circumstances, the payment of dividends post-signing and the closing condition related to FINRA approval. Mr. Gottdiener provided the Board of Directors with an update on the management arrangements being negotiated with the buyers. The Board instructed K&E to continue negotiating the definitive agreements with Wachtell and instructed Centerview to relay to Carlyle and Stone Point that the Board of Directors was seeking an increase in the proposed purchase price and that the extent of “matching rights” for the consortium with respect to proposals from excluded parties prior to March 8, 2013, is a key issue for the Board.

Between December 29 and December 30, 2012, representatives of K&E and Wachtell continued negotiations regarding the terms of the merger agreement and ancillary agreements, including the equity and debt commitment letters and the limited guarantees. With the prior consent of the Company’s Board of Directors, certain members of the Company’s management, Mintz Levin and representatives of Carlyle and Stone Point also continued negotiations regarding post-closing equity participation and post-closing employment.

During the early morning of December 30, 2012, representatives of Carlyle submitted an increased proposed purchase price per share of $15.55. Subsequent to receiving this proposal, the Transaction Committee held a telephonic meeting. Representatives of K&E and Centerview attended the meeting. K&E provided the Transaction Committee with an update on the outcome of negotiations of the remaining key issues in the definitive agreements with Wachtell. The Transaction Committee discussed the transaction agreements that were circulated to the members of the Transaction Committee prior to the meeting, including the terms related to Carlyle and Stone Point’s obligation to stand behind the equity commitments and limited guarantees of Pictet and Rothschild and the outcome on “matching rights” for the consortium with respect to proposals from excluded parties prior to March 8, 2013, the payment of dividends between signing and closing and the closing condition related to FINRA approval. The Transaction Committee also discussed the increased proposed purchase price from $15.50 to $15.55. After discussion, the Transaction Committee unanimously determined to recommend that the Board of Directors approve the transaction.

On December 30, 2012 and subsequent to the Transaction Committee meeting, the Compensation Committee of the Board of Directors held a telephonic meeting. Messrs. Paris and Forman, Brett Marschke, the Company’s Chief Operating Officer, and representatives of K&E attended the meeting. The Compensation Committee and K&E discussed the treatment of equity awards as contemplated by the merger agreement. K&E noted among other things the rationale for the proposed treatment of the director equity awards in the merger in light of the expected termination of service that would occur as a result of the closing of the proposed transaction. Mr. Forman noted that the Compensation Committee was also being asked to approve a previously-discussed increase in base salary for Patrick Puzzuoli, the Chief Financial Officer of the Company, which the Compensation Committee had been considering independently of the proposed merger.

On December 30, 2012 and subsequent to the meetings of the Transaction Committee and the Compensation Committee, the Board of Directors held a telephonic meeting. Representatives of Centerview and K&E attended the meeting. K&E reviewed with the Board of Directors its fiduciary duties in the context of a potential acquisition. K&E reviewed in detail the terms of the merger agreement and the ancillary agreements, as well as the management arrangements that certain members of the Company’s management had negotiated with Carlyle and Stone Point. Also at this meeting, representatives of Centerview reviewed with the Board of Directors its financial analysis of the $15.55 per share merger consideration and then delivered to the Board of Directors an oral opinion, which was subsequently confirmed in writing on December 30, 2012, to the effect that as of the date thereof, and subject to and based upon the various assumptions, matters considered, limitations and qualifications set forth in its written opinion, the $15.55 per share merger consideration to be paid to the holders

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of the outstanding shares of Company Class A common stock (other than “Excluded Shares”, as defined in the merger agreement and shares of Company Class A common stock that are held by any direct or indirect subsidiary of the Company) pursuant to the merger agreement was fair, from a financial point of view, to such stockholders. The full text of the written opinion of Centerview dated December 30, 2012, which sets forth, among other things, various assumptions, matters considered, limitations and qualifications that the opinion is subject to and based upon, is attached hereto as Annex C. A discussion of Centerview’s analysis is described under “—Opinion of the Company’s Financial Advisor” beginning on page 42. During the meeting, Mr. Paris noted that the Transaction Committee determined that a pre-signing market check was not advisable given concerns regarding leaks and rumors, especially given the damage such leaks and rumors could have on the Company as a business that is heavily dependent on its personnel, and that the Transaction Committee instead opted to have a robust post-signing “go shop” with a topping bidder only being required to pay a low termination fee. Mr. Paris also noted that the Transaction Committee stood firm on many provisions in the merger agreement, including those that are intended to make the “go shop” as meaningful as possible. Mr. Paris noted that the Transaction Committee was pushing for no “matching rights” for the consortium with respect to any proposals that arise from the “go shop” period until March 8, 2013, and that after lengthy negotiations where the consortium insisted on unlimited repeating matching rights, the merger agreement provides that the consortium will only have one matching right with respect to a proposal that arises from the “go shop” period until March 8, 2013. After considering the foregoing and each of the factors described under “—Recommendation of the Company’s Board of Directors” beginning on page 38, the Transaction Committee recommended the transaction to the Board of Directors and the Board of Directors determined it was in the best interests of the Company and its stockholders to enter into the merger agreement with the affiliates of Carlyle, Stone Point, Pictet and Edmond de Rothschild. Accordingly, the Company’s Board of Directors, by the unanimous vote of the directors present and voting, (i) determined that it is in the best interests of Company and its stockholders, and declared it advisable, to enter into the merger agreement, (ii) approved the execution and delivery by the Company of the merger agreement and (iii) resolved to recommend that the stockholders adopt the merger agreement. Mr. Gottdiener abstained from the vote to address any potential or perceived conflict of interest related to the management arrangements negotiated with the consortium.

Following this meeting, on December 30, 2012, the parties entered into the merger agreement and other transaction documents, and the transaction was publicly announced on December 30, 2012.

Under the merger agreement, the Company and its representatives had the right to solicit and negotiate alternative acquisition proposals from third parties during a “go-shop” period that began on December 30, 2012 and expired at 11:59 p.m. EST on February 8, 2013. During the “go-shop” period, Centerview, with the direction of the Transaction Committee, undertook a broad solicitation effort, contacting 27 potential acquirers believed to have potential strategic or financial interest in an alternative transaction to the transaction with the affiliates of Carlyle, Stone Point, Pictet and Edmond de Rothschild. These proactive contacts resulted in five parties negotiating and entering into confidentiality agreements with the Company, although no alternative acquisition proposals from third parties were received.

Recommendation of the Company’s Board of Directors

The Company’s Board of Directors, after careful consideration, has, by a unanimous vote of those directors present and voting (which included all members of the Company’s Board of Directors other than Mr. Gottdiener), approved and authorized the merger agreement and the transactions contemplated by the merger agreement, including the mergers, determined that the merger agreement is advisable and in the best interests of the stockholders of the Company, and recommends that you vote “FOR” adoption of the merger agreement.

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In reaching its determination, the members of the Company’s Board of Directors consulted with the Company’s management, as well as the Company’s outside financial and legal advisors, considered the short-term and long-term interests and prospects of the Company and its stockholders and considered a number of factors, including, among others, the following:

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The Company’s Board of Directors also considered the following adverse factors associated with the mergers, among others:

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In reaching the determination described above, the Company’s Board of Directors passed resolutions, each approved by a unanimous vote of those directors present and voting (which included all members of the Company’s Board of Directors other than Mr. Gottdiener):

The foregoing discussion of the information and factors considered by the Company’s Board of Directors is not intended to be exhaustive but, the Company believes, includes all material factors considered by the Company’s Board of Directors. In view of the wide variety of factors considered and the complexity of these matters, the Company’s Board of Directors found it impracticable to, and did not, quantify or otherwise attempt to assign a relative weight to each of the specific factors considered in reaching its determination. Rather, the Company’s Board of Directors based its judgment on the total mix of information available to it regarding the overall effect of the Company merger on the Company’s stockholders compared to the overall effect of any alternative transaction. Accordingly, the judgments of individual directors may have been influenced to a greater or lesser degree by their individual views with respect to different factors.

The Company’s Board of Directors has, by a unanimous vote of those directors present and voting (which included all members of the Company’s Board of Directors other than Mr. Gottdiener), approved and declared advisable the merger agreement and recommends that you vote “FOR” adoption of the merger agreement.

Purpose and Reasons for the Mergers

The Company’s purpose for engaging in the mergers is to enable its stockholders to receive $15.55 per share in cash, without interest and less any applicable withholding taxes, which represents a premium of approximately 19.2% relative to the Company’s closing stock price on December 28, 2012, the last trading day before the announcement of the transaction, and 27.3% relative to the Company’s trailing 30-day volume weighted average stock price for the period ending on December 28, 2012. The Company has determined to undertake the Company merger at this time based on the conclusions, determinations and reasons of the Company’s Board of Directors described in detail above under “The Company Merger (Proposal 1)—Background of the Mergers” beginning on page 28 and “The Company Merger (Proposal 1)—Recommendation of the Company’s Board of Directors” beginning on page 38.

Opinion of the Company’s Financial Advisor

On December 30, 2012, Centerview delivered to the Company’s Board of Directors its oral opinion, subsequently confirmed in a written opinion dated December 30, 2012, to the effect that, as of the date of the written opinion, based upon and subject to the various assumptions and limitations set forth in the written opinion, the per share merger consideration to be paid to the holders of the outstanding shares of Duff & Phelps Class A common stock (other than “Excluded Shares”, as defined in the merger agreement, and shares of Duff & Phelps Class A common stock that are held by any direct or indirect subsidiary of the Company) pursuant to the merger agreement was fair, from a financial point of view, to such holders.

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The full text of the written opinion of Centerview, dated December 30, 2012, which sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations on the review undertaken by Centerview in connection with its opinion, is attached as Appendix C to this Proxy Statement and is incorporated by reference herein in its entirety. Centerview provided its opinion for the information and assistance of the Company’s Board of Directors (in their capacity as directors and not in any other capacity) in connection with and for purposes of its consideration of the Company merger and its opinion only addresses the fairness, from a financial point of view, as of the date hereof, to the holders of the outstanding shares of Duff & Phelps Class A common stock (other than “Excluded Shares,” as defined in the merger agreement, and shares of Duff & Phelps Class A common stock that are held by any direct or indirect subsidiary of the Company) of the per share merger consideration to be paid to such holders pursuant to the merger agreement. Centerview’s opinion does not address any other term or aspect of the merger agreement or the Company merger and does not constitute a recommendation to any shareholder of the Company as to how any such holder or any other person should vote or otherwise act with respect to the Company merger or any other matter. The summary of the written opinion of Centerview set forth below is qualified in its entirety by reference to the full text of such written opinion.

We encourage you to carefully read the written opinion of Centerview described above in its entirety for a description of the assumptions made, procedures followed, matters considered and limitations on the review undertaken by Centerview in connection with such opinion.

Summary of Centerview’s Opinion

In connection with its opinion, Centerview reviewed, among other things:

Centerview also conducted discussions with members of the senior management and representatives of the Company regarding their assessment of the internal data and the strategic rationale for the Company merger. In addition, Centerview reviewed publicly available financial and stock market data, including valuation multiples, for the Company and compared that data with similar data from certain other companies, the securities of which are publicly traded, in lines of business that Centerview deemed relevant. Centerview also compared certain of the proposed financial terms of the Company merger with the financial terms, to the extent publicly available, of certain other transactions that Centerview deemed relevant, and conducted such other financial studies and analyses and took into account such other information as Centerview deemed appropriate.

Centerview did not assume any responsibility for independent verification of any of the financial, legal, regulatory, tax, accounting and other information supplied to, discussed with, or reviewed by Centerview for purposes of the opinion and, with the Company’s consent, relied upon such information as being complete and accurate. In that regard, Centerview assumed, at the Company’s direction, that the internal data was reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of the Company as to the matters covered thereby and Centerview relied, at the Company’s direction, on the internal data for purposes of its analysis and opinion. Centerview expressed no view or opinion as to the internal data or the

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assumptions on which it is based. In addition, at the Company’s direction, Centerview did not make any independent evaluation or appraisal of any of the assets or liabilities (contingent, derivative, off-balance-sheet or otherwise) of the Company, nor was Centerview furnished with any such evaluation or appraisal, and Centerview was not asked to conduct, and did not conduct, a physical inspection of the properties or assets of the Company. Centerview assumed, at the Company’s direction, that the final executed merger agreement would not differ in any respect material to its analysis or its opinion from the draft of the merger agreement, dated December 30, 2012, reviewed by Centerview. Centerview also assumed, at the Company’s direction, that the Company merger will be consummated on the terms set forth in the merger agreement, without the waiver, modification or amendment of any term, condition or agreement the effect of which would be material to its analysis or the opinion and that, in the course of obtaining the necessary governmental, regulatory and other approvals, consents, releases and waivers for the Company merger, no delay, limitation, restriction, condition or other change will be imposed, the effect of which would be material to Centerview’s analysis or the opinion. Centerview did not evaluate and expressed no opinion as to the solvency or fair value of the Company, as to the ability of the Company to pay its obligations when they come due or as to the impact of the Company merger on such matters, under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. Centerview is not a legal, regulatory, tax or accounting advisor, and it did not express any opinion as to any legal, regulatory, tax or accounting matters.

Centerview expressed no view as to, and its opinion did not address, the Company’s underlying business decision to proceed with or effect the Company merger, or the relative merits of the Company merger as compared to any alternative business strategies or transactions that might be available to the Company or in which the Company might engage. Prior to rendering its opinion, Centerview was not authorized to, and did not, solicit indications of interest from third parties regarding a potential transaction with the Company. Centerview’s opinion was limited to and addressed only the fairness, from a financial point of view, as of the date of the opinion, to the holders of the outstanding shares of Duff & Phelps Class A common stock (other than “Excluded Shares,” as defined in the merger agreement, and shares of Duff & Phelps Class A common stock that are held by any direct or indirect subsidiary of the Company) of the per share merger consideration to be paid to such holders pursuant to the merger agreement. Centerview was not asked to and did not express any view on, and its opinion did not address, any other term or aspect of the merger agreement or the transaction, including, without limitation, the structure or form of the Company merger, the DPA Merger or any other agreements or arrangements contemplated by the merger agreement or entered into in connection with or otherwise contemplated by the transaction, including, without limitation, the fairness of the transaction or any other term or aspect of the transaction to, or any consideration to be received in connection therewith by, or the impact of the transaction on, the holders of any other class of securities, creditors, or other constituencies of the Company or any other party. In addition, Centerview expressed no view or opinion as to the fairness (financial or otherwise) of the amount, nature or any other aspect of any compensation to be paid or payable to any of the officers, directors or employees of the Company or any party, or class of such persons in connection with the transaction, whether relative to the per share merger consideration to be paid to the holders of the outstanding shares of Duff & Phelps Class A common stock (other than “Excluded Shares”, as defined in the merger agreement, and shares of Duff & Phelps Class A common stock that are held by any direct or indirect subsidiary of the Company) pursuant to the merger agreement or otherwise. Centerview’s opinion was necessarily based on financial, economic, monetary, currency, market and other conditions and circumstances as in effect on, and the information made available to Centerview as of, the date of the written opinion, and Centerview does not have any obligation or responsibility to update, revise or reaffirm its opinion based on circumstances, developments or events occurring after the date of the written opinion.

Centerview’s opinion does not constitute a recommendation to any shareholder of the Company or any other person as to how such shareholder or other person should vote or otherwise act with respect to the Company merger or any other matter.

Centerview’s financial advisory services and written opinion were provided for the information and assistance of the Company’s Board of Directors (in their capacity as directors and not in any other capacity) in connection with and for purposes of its consideration of the Company merger. Centerview’s opinion was approved by the Centerview Partners LLC Fairness Opinion Committee.

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Summary of Financial Analyses

The following is a brief summary of the material financial and comparative analyses that Centerview deemed to be appropriate for this type of transaction and that were reviewed with the Company Board in connection with rendering Centerview’s opinion. The following summary, however, does not purport to be a complete description of all the financial analyses performed by Centerview in connection with rendering its opinion, nor does the order of analyses described represent relative importance or weight given to those analyses by Centerview.

Some of the summaries of the financial analyses include information presented in tabular format. In order to fully understand the financial analyses, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. Considering the data in the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial analyses of Centerview. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before December 28, 2012 (the last trading day prior to the date that Centerview delivered its opinion to the Company Board) and is not necessarily indicative of current market conditions.

Historical Stock Trading Analysis

Centerview reviewed the historical trading prices and volumes for Duff & Phelps Class A common stock for the 52-week period ended December 28, 2012 (the last trading day prior to the date that Centerview delivered its opinion to the Company Board). This analysis indicated that the per share merger consideration to be paid in cash to the holders of the outstanding shares of Duff & Phelps Class A common stock (other than “Excluded Shares,” as defined in the merger agreement, and shares of Duff & Phelps Class A common stock that are held by any direct or indirect subsidiary of the Company) pursuant to the merger agreement represented an approximately 19.2% premium to the closing price of the shares of Duff & Phelps Class A common stock on December 28, 2012, of $13.05. Centerview noted that the 52-week intraday low and the 52-week intraday high for Duff & Phelps Class A common stock were $11.36 and $16.50 per share, respectively.

Analyst Price Targets

Centerview also reviewed stock price targets for the Company’s Class A common stock reflected in publicly available Wall Street research analyst reports. Centerview noted that the low, average and high analyst stock price targets in such research analyst reports, excluding one analyst stock price target that had not been revised since February 24, 2011, were approximately $14.00, $14.50 and $15.00 per share of Duff & Phelps Class A common stock, respectively, compared to the $15.55 per share merger consideration to be paid in cash to the holders of the outstanding shares of Duff & Phelps Class A common stock (other than “Excluded Shares,” as defined in the merger agreement, and shares of Duff & Phelps Class A common stock that are held by any direct or indirect subsidiary of the Company) pursuant to the merger agreement.

Selected Companies Analysis

Centerview calculated, reviewed and compared certain financial information, ratios and multiples (including enterprise value / EBITDA multiple and P/E ratio, as described below) for the Company to corresponding financial information, ratios and multiples for the following publicly traded companies in the consulting and financial advisory industries that Centerview, based on its experience and judgment as a financial advisor, deemed comparable to the Company (the “selected companies”):

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Although none of the selected companies is directly comparable to the Company, the selected companies were chosen because they are publicly traded companies with certain operational and financial characteristics (including, but not limited to, the size, business lines and geographic footprint of the respective companies), which, for purposes of analysis, may be considered similar to certain operational or financial characteristics of the Company. Centerview also made qualitative judgments concerning differences between the business, financial and operating characteristics and prospects of the Company and the selected companies that could affect the public trading values of each in order to provide a context in which to consider the results of the quantitative analysis.

Centerview calculated and compared the multiples and ratios for the selected companies based on information it obtained from SEC filings, FactSet (a data source containing historical and estimated financial data), Wall Street research and closing stock prices on December 28, 2012 (the last trading day prior to the date that Centerview delivered its opinion to the Company Board). The multiples and ratios of the Company were calculated using the closing price of Duff & Phelps Class A common stock on December 28, 2012, publicly available data and the internal data for the Company. With respect to each of the selected companies, Centerview calculated enterprise value, which is generally the market value of common equity (taking into account outstanding options, warrants and other convertible securities) plus the book value of debt less cash, as a multiple of estimated calendar year 2012 earnings before interest, taxes, depreciation and amortization, or EBITDA, in each case excluding one-time expenses, non-recurring charges and stock-based compensation expenses. Also with respect to each of the selected companies, Centerview calculated and analyzed each company’s ratio of its current stock price to its projected calendar year 2013 earnings per share, or EPS (a ratio commonly referred to as a price earnings ratio, or P/E). Centerview determined in its judgment and based on its experience that analyses based on Enterprise Value / EBITDA estimated for calendar year 2012 and estimated calendar year 2013 P/E ratios represented the most informative multiple comparisons for the selected company analysis. The following tables present the results of these analyses:

Centerview then drew from this analysis of the Enterprise Value / EBITDA and P/E multiples above and other considerations that Centerview deemed relevant in its judgment and experience illustrative ranges of multiples of 6.5x-8.5x for the Company’s estimated 2012 calendar year EBITDA and 11.0x-15.0x for the Company’s estimated calendar year 2013 EPS, which encompassed a range representative of the set of selected

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companies based on Centerview’s judgment and experience. No company used in this analysis is identical or directly comparable to the Company. The companies included among the selected companies have certain characteristics that, for the purposes of analysis, may be considered similar to certain of the Company’s results, business mix or product profile. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the public trading or other values of the companies to which the Company was compared. Centerview then applied the illustrative ranges of multiples to the Company’s estimated calendar year 2012 EBITDA of $84 million based on the Street Case Projections, as set forth in the section entitled “Projected Financial Information” and the Company’s estimated calendar year 2013 EPS of $1.12 based on the Street Case Projections. The foregoing analyses indicated the following illustrative ranges of implied value per share of Duff & Phelps Class A common stock:

Centerview compared the results of the above analysis to the per share merger consideration to be paid in cash to the holders of the outstanding shares of Duff & Phelps Class A common stock (other than “Excluded Shares,” as defined in the merger agreement, and shares of Duff & Phelps Class A common stock that are held by any direct or indirect subsidiary of the Company) pursuant to the merger agreement.

No company or transaction used in this analysis is identical or directly comparable to the Company or the Company merger. The companies included in the selected transactions are companies with certain characteristics that, for the purposes of this analysis, may be considered similar to certain of the Company’s results, business mix or product profile. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the public trading or other values of the companies to which the Company was compared.

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For each of the selected transactions, based on filings and press releases made by the companies involved, Wall Street research and FactSet (a data source containing historical and estimated financial data), Centerview calculated and compared transaction value as a multiple of last-twelve months, or LTM, EBITDA, excluding one-time expenses and non-recurring charges. This analysis indicated the following multiples of transaction value to LTM EBITDA:

Centerview then drew from this analysis and other considerations that Centerview deemed relevant in its judgment and experience an illustrative range of multiples of 7.0x-8.5x, which was representative of the class of precedents based on Centerview’s judgment and experience. In general, Centerview deemed the precedents involving information technology consulting businesses less relevant and excluded such transactions in determining the illustrative range of multiples. The precedent transactions involving information technology consulting businesses that were excluded in deriving this range of multiples were Vangent / General Dynamics, SRA International / Providence Equity Partners, Headstrong / Genpact, Affiliated Computer Services / Xerox, Perot Systems / Dell, Electronic Data Systems / Hewlett-Packard Company, Infocrossing, Inc. / Wipro Technologies and Keane, Inc. / Caritor. In its experience and judgment, Centerview concluded that the Headstrong earnings at the time of its acquisition by Genpact were not reflective of the true financial performance of the business and, thus, the multiple of LTM/EBITDA was not meaningful. Centerview then applied the illustrative range of multiples to the Company’s LTM EBITDA of $84 million based on the Street Case Projections, which indicated the following illustrative range of implied value per share of Duff & Phelps Class A common stock:

Centerview compared the results of the above analysis to the per share merger consideration to be paid in cash to the holders of the outstanding shares of Duff & Phelps Class A common stock (other than “Excluded Shares,” as defined in the merger agreement, and shares of Duff & Phelps Class A common stock that are held by any direct or indirect subsidiary of the Company) pursuant to the merger agreement.

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Premiums Paid Analysis

Centerview analyzed certain information relating to selected professional and financial services transactions since 2007 that involved publicly traded companies with transaction values ranging between $500 million and $1 billion. Centerview analyzed premiums to the one-day prior share prices, or the unaffected share price if there was evidence of a leak or an announced auction process, as was the case, in Centerview’s judgment, with respect to Infocrossing, Inc. / Wipro Technologies and Keane, Inc. / Caritor, Inc.

The following table presents the results of this analysis with respect to the selected transactions:

Based on the foregoing, Centerview determined an illustrative range of premiums of 20% to 40% to the $13.05 closing price per share of Duff & Phelps Class A common stock as of December 28, 2012 (the last trading day prior to the date that Centerview delivered its opinion to the board of directors). This analysis resulted in an illustrative range of implied values per share of Duff & Phelps Class A common stock of approximately $15.66 to $18.27, compared to the per share consideration to be paid in cash to the holders of the outstanding shares of Duff & Phelps Class A common stock (other than “Excluded Shares,” as defined in the merger agreement, and shares of Duff & Phelps Class A common stock that are held by any direct or indirect subsidiary of the Company) pursuant to the merger agreement.

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Discounted Cash Flow Analysis

Centerview performed a discounted cash flow analysis of the Company based on the Street Case Projections (as defined below) for fiscal years 2012 through 2017. Centerview calculated the unleveraged free cash flows that the Company was expected to generate during the fiscal years 2013 to 2017 based on the Street Case Projections as follows (in millions): FY2013E: $46; FY2014E: $17; FY2015E: $31; FY2016E: $58; FY2017E: $58. Centerview determined a terminal value for the Company using perpetuity growth rates of 1.5% to 2.5%, which implied an EBITDA multiple range of 4.7x to 8.8x. Centerview then discounted to present value the unleveraged free cash flows of the Company and the terminal value for the Company, in each case using discount rates ranging from 8.5% to 12.5%, reflecting Centerview’s estimates of the Company’s weighted average cost of capital. The weighted average cost of capital is determined by the sum of (a) the market value of equity as a percentage of the total value of the Company’s capital multiplied by the Company’s estimated cost of equity and (b) the book value of debt as a percentage of the total value of the Company’s capital multiplied by the Company’s estimated after-tax market cost of debt. The Company’s estimated cost of equity was calculated using the Capital Asset Pricing Model which took into account the betas of comparable companies, the risk-free rate, a historical equity market risk premium and a size premium (both of which were sourced from the Ibbotson SBBI Valuation Yearbook). This analysis indicated the following illustrative ranges of implied value per share of Duff & Phelps Class A common stock:

Centerview compared the results of the above analysis to the per share merger consideration to be paid in cash to the holders of the outstanding shares of Duff & Phelps Class A common stock (other than “Excluded Shares,” as defined in the merger agreement, and shares of Duff & Phelps Class A common stock that are held by any direct or indirect subsidiary of the Company) pursuant to the merger agreement.

Other Considerations

The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Centerview believes that selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Centerview’s opinion. In arriving at its fairness determination, Centerview considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, Centerview made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. In its analyses, Centerview considered industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of the Company. No company or transaction used in the analyses is identical to the Company or the Company merger, and an evaluation of the results of the analyses is not entirely mathematical. Rather, the analyses involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the public trading, acquisition or other values of the companies analyzed. The estimates contained in the analyses and the ranges of valuations resulting from any particular analysis are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by the analyses. In addition, analyses relating to the value of businesses or securities do not purport to be appraisals or to reflect the prices at which businesses or securities actually may be sold. Accordingly, the estimates used in, and the results derived from, the analyses are inherently subject to substantial uncertainty. Centerview prepared the above analyses for the purpose of providing its opinion to the Company’s Board of Directors regarding whether, as of the date of the written opinion, the per share merger consideration to be paid in cash to the holders of the outstanding shares of Duff & Phelps Class A common stock (other than “Excluded Shares,” as defined in the merger agreement, and shares of Duff & Phelps Class A common stock that are held by any direct or indirect subsidiary of the Company) pursuant to the merger agreement was fair, from a financial point of view, to such holders. Because these analyses are inherently subject to uncertainty, being based

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upon numerous factors or events beyond the control of the parties or their respective advisors, none of the Company, Centerview or any other person assumes responsibility if future results are materially different from those forecasted.

The opinion and analyses of Centerview were only one of many factors taken into consideration by the Company’s Board of Directors in its evaluation of the Company merger. Consequently, the analyses described above should not be viewed as determinative of the views of the Company’s Board of Directors or the Company’s management with respect to the per share merger consideration or as to whether the Company’s Board of Directors would have been willing to determine that a different consideration was fair. The consideration for the Company merger was determined through arm’s-length negotiations between the Company and Parent and was approved by the Company’s Board of Directors. Centerview provided advice to the Company during these negotiations. Centerview did not, however, recommend any specific amount of consideration to the Company or the Company’s Board of Directors or that any specific amount of consideration constituted the only appropriate consideration for the Company merger.

Centerview is a securities firm engaged directly and through affiliates in a number of investment banking, financial advisory and merchant banking activities. Centerview may provide investment banking and other services to or with respect to the Company or Parent and their respective affiliates in the future, for which Centerview may receive compensation.

The Company’s Board of Directors selected Centerview as its financial advisor because it is a nationally recognized investment banking firm that has substantial experience in transactions similar to the Merger. Centerview has acted as financial advisor to the Company Board in connection with, and has participated in certain of the negotiations leading to, the Company merger. In consideration of Centerview’s services, the Company has agreed to pay Centerview a transaction fee of approximately $3.1 million, $1.0 million of which became payable upon delivery of Centerview’s written opinion, and the remainder of which will become payable upon the consummation of the Company merger. The Company has also agreed to reimburse Centerview for certain expenses arising, and to indemnify Centerview against certain liabilities that may arise, out of its engagement. Over the past two years, Centerview has not received compensation from The Carlyle Group, Stone Point Capital LLC, Pictet or Edmond de Rothschild Group.