Common use of Assets Under Management Clause in Contracts

Assets Under Management. The aggregate net assets under management by MMA ("Aggregate Net Assets") and the aggregate management fees net of discounts, rebates, fee reimbursements and waivers collected by MMA ("Net Management Fees") for the periods ended December 31, 1998 and June 30, 1999, are accurately set forth in Schedule 3.10. Set forth in ------------- Schedule 3.10 is a list as of December 31, 1998, June 30, 1999 and September 30, ------------- 1999, of all investment advisory agreements, administrative services agreements and other service agreements, if any, to which MMA, RTS or a Subsidiary was a party as of those dates (collectively, "Mutual Fund Agreements") setting forth the name of the client under each such contract, the aggregate net assets subject to each such contract, the fee schedule in effect with respect to each such contract (and with respect to the list as of September 30, 1999, any material adjustments to the effective fees made since June 30, 1999 (it being understood and agreed that adjustments in excess of the lesser of 10% of the effective fees or $100,000 are material)), the consent required for the assignment by MMA, RTS or a Subsidiary of each such contract other than those that by their express terms terminate upon assignment (which are so identified). Except as set forth in Schedule 3.10 and expressly described thereon, there are ------------- no contracts, arrangements or understandings pursuant to which MMA, RTS or a Subsidiary has undertaken or agreed to limit, waive or reimburse any or all fees or charges payable by any of the clients set forth in Schedule 3.10 or pursuant ------------- to any of the contracts set forth in Schedule 3.10. Except as is set forth in ------------- Schedule 3.10, as of the date hereof, no client of MMA, RTS or a Subsidiary has provided any written notice to terminate or reduce its relationship with MMA, RTS or a Subsidiary or adjust the fee schedule with respect to any contract in a manner which would reduce the fee to MMA, RTS or a Subsidiary.

Assets Under Management. (a) The aggregate net assets under management by MMA ("Aggregate Net Assets") and the aggregate management fees net Company as of discounts, rebates, fee reimbursements and waivers collected by MMA ("Net Management Fees") for the periods ended December March 31, 1998 and June 30, 19992000, are accurately set forth in Schedule 3.10SCHEDULE 3.7 hereto. Set In addition, set forth in ------------- Schedule 3.10 SCHEDULE 3.7 is a list as of December March 31, 1998, June 30, 1999 and September 30, ------------- 19992000, of all investment management, advisory agreements, administrative services agreements and other service agreements, if any, to which MMA, RTS or a Subsidiary was a party as of those dates (collectively, "Mutual Fund Agreements") sub-advisory contracts setting forth the name of the client under each such contract, the aggregate net amount of assets subject under management with respect to each such contract, the fee schedule in effect with respect to each such contract (and with respect to the list as of September 30, 1999, any material adjustments to the effective fees made since June 30, 1999 (it being understood and agreed that adjustments in excess of the lesser of 10% of the effective fees or $100,000 are material))contract, the consent required for the assignment by MMA, RTS or a Subsidiary of each such contract other than those that by their express terms terminate upon assignment (which are so identified), and the country, if other than the United States of America, of which the client is a domiciliary. Except as set forth on SCHEDULE 3.7, there have not been any material fee adjustments among such contracts in the aggregate or material adjustments in the amount of assets under management in the aggregate (excluding adjustments to reflect market movement) since March 31, 2000, and none are presently proposed to take place. Except as set forth in Schedule 3.10 SCHEDULE 3.7 and expressly described thereon, there are ------------- no contracts, arrangements or understandings pursuant to which MMA, RTS or a Subsidiary the Company has undertaken or agreed to limitcap, waive or reimburse any or all fees or charges payable by any of the clients set forth in Schedule 3.10 SCHEDULE 3.7 or pursuant ------------- to any of the contracts set forth in Schedule 3.10SCHEDULE 3.7. Except as is set forth in ------------- Schedule 3.10, as of the date hereofSCHEDULE 3.7 hereto, no client of MMA, RTS or a Subsidiary the Company has provided any written notice expressed an intention to terminate or reduce its investment relationship with MMAthe Company (or, RTS or a Subsidiary after giving effect to the Closing, the Buyer), or adjust the fee schedule with respect to any contract in a manner which would reduce the fee to MMAthe Company (or, RTS after giving effect to the Closing, the fee to the Buyer) and no fact is known to any Seller with respect to any relationship with a client of the Company that adversely affects or would adversely affect any of the contracts set forth in SCHEDULE 3.7. (b) Set forth in SCHEDULE 3.7 is a Subsidiarylist of each client with which the Company has a fee based on performance or otherwise provides for compensation on the basis of a share of capital gains upon or capital appreciation of the funds (or any portion thereof) in an account of any client, together with a complete description of such fee or compensation. (c) Each account to which the Company provides Investment Management Services that is (i) an employee benefit plan, as defined in Section 3(3) of ERISA that is subject to Title I of ERISA; (ii) a person acting on behalf of such a plan; or (iii) an entity whose assets include the assets of such a plan, within the meaning of ERISA and applicable regulations (hereinafter referred to as an "ERISA Client"), have been managed by the Company such that the Company in the exercise of such management is in compliance in all material respects with the applicable requirements of ERISA. SCHEDULE 3.7 identifies each Client that is an ERISA Client with an appropriate footnote.

Assets Under Management. The aggregate net assets under management by MMA ("Aggregate Net Assets") and the aggregate management fees net of discounts, rebates, fee reimbursements and waivers collected by MMA ("Net Management Fees") for the periods ended December 31, 1998 and June 30, 1999, are accurately set forth in Schedule 3.10. Set forth in ------------- -------------- Schedule 3.10 is a list as of December 31, 1998, June 30, 1999 and September 30, ------------- 1999, of all investment advisory agreements, administrative services agreements and other service agreements, if any, to which MMA, RTS or a Subsidiary was a party as of those dates (collectively, "Mutual Fund Agreements") setting forth the name of the client under each such contract, the aggregate net assets subject to each such contract, the fee schedule in effect with respect to each such contract (and with respect to the list as of September 30, 1999, any material adjustments to the effective fees made since June 30, 1999 (it being understood and agreed that adjustments in excess of the lesser of 10% of the effective fees or $100,000 are material)), the consent required for the assignment by MMA, RTS or a Subsidiary of each such contract other than those that by their express terms terminate upon assignment (which are so identified). Except as set forth in Schedule 3.10 and expressly described thereon, there are ------------- no contracts, arrangements or understandings pursuant to which MMA, RTS or a Subsidiary has undertaken or agreed to limit, waive or reimburse any or all fees or charges payable by any of the clients set forth in Schedule 3.10 or pursuant ------------- to any of the contracts set forth in Schedule 3.10. Except as is set forth in ------------- Schedule 3.10, as of the date hereof, no client of MMA, RTS or a Subsidiary has ------------- provided any written notice to terminate or reduce its relationship with MMA, RTS or a Subsidiary or adjust the fee schedule with respect to any contract in a manner which would reduce the fee to MMA, RTS or a Subsidiary.

Assets Under Management. (a) The aggregate net assets under management by MMA ("Aggregate Net Assets") the Company as of June 30, 1997 and the aggregate management fees net of discountsSeptember 30, rebates, fee reimbursements 1997 and waivers collected by MMA ("Net Management Fees") for the periods ended December 31, 1998 and June 30, 19991997, are accurately set forth in Schedule 3.103.7. Set In addition, set forth in ------------- Schedule 3.10 3.7 is a list as of December 31, 1998, June 30, 1999 1997 and September 30, ------------- 19991997 and December 31, 1997, of all investment management, advisory agreements, administrative services agreements and other service agreements, if any, to which MMA, RTS or a Subsidiary was a party as of those dates (collectively, "Mutual Fund Agreements") sub-advisory contracts setting forth the name of the client under each such contract, the aggregate net amount of assets subject under management with respect to each such contract, the fee schedule in effect with respect to each such contract (contract, the Contract Value, and with respect any material fee adjustments or material withdrawals from or additions to the list as of September 30, 1999, any material adjustments to the effective fees made since June 30, 1999 assets under management (it being understood and agreed that adjustments in excess withdrawals from or additions to assets under management greater than $500,000 are material) implemented since October 31, 1997 or, to the knowledge of the lesser of 10% of Company or the effective fees or $100,000 are material))Majority Stockholders, presently proposed to be instituted, the consent required for the assignment by MMA, RTS or a Subsidiary the Company of each such contract other than those that by their express terms terminate upon assignment (which are so identified), and the country, if other than the United States of America, of which the client is a resident. Except as set forth in Schedule 3.10 3.7 and expressly described thereon, there are ------------- no contracts, arrangements or understandings pursuant to which MMA, RTS or a Subsidiary the Company has undertaken or agreed to limitcap, waive or reimburse any or all fees or charges payable by any of the clients set forth in Schedule 3.10 3.7 or pursuant ------------- to any of the contracts set forth in Schedule 3.103.7. Except as is set forth in ------------- Schedule 3.10, as of the date hereof3.7, no client of MMAthe Company has expressed, RTS or a Subsidiary has provided any written notice to the knowledge of the Company and the Majority Stockholders, an intention to terminate or reduce its investment relationship with MMAthe Company, RTS or a Subsidiary or adjust the fee schedule with respect to any contract in a manner which would reduce the fee to MMAthe Company (or, RTS after giving effect to the LLC Contribution, the fee to the LLC). (b) Set forth in Schedule 3.7 is a list of each client with which as of December 31, 1997 the Company has a fee based on performance or otherwise provides for compensation on the basis of a Subsidiaryshare of capital gains upon or capital appreciation of the funds (or any portion thereof) of any client, together with a description of such fee or compensation. (c) Each account to which the Company provides Investment Management Services that is (i) an employee benefit plan, as defined in Section 3(3) of ERISA that is subject to Title I of ERISA; (ii) a person acting on behalf of such a plan; or (iii) an entity whose assets include "plan assets" of such a plan, within the meaning of ERISA and applicable regulations (hereinafter referred to as an "ERISA Client"), have been managed by the Company such that the Company in the exercise of such management is in compliance in all material respects with the applicable requirements of ERISA. Schedule 3.7 identifies each Client that is an ERISA Client with an appropriate footnote.