EXHIBIT 10.3


                                                                         Annex A


                              RESTRICTIVE COVENANTS

         (a)      Nondisclosure and Nonuse of Trade Secrets. The Participant
acknowledges that he has had and will have access to confidential information of
the Company and its Affiliates (including, but not limited to, current and
prospective confidential know-how, specialized training, customer lists,
marketing plans, business plans, financial and pricing information, and
information regarding acquisitions, mergers and/or joint ventures) concerning
the business, customers, clients, contacts, prospects, and assets of the Company
and its Affiliates that is unique, valuable and not generally known outside the
Company and its Affiliates, and that was obtained from the Company or an
Affiliate or which was learned as a result of the performance of services by the
Participant on behalf of the Company or an Affiliate ("Trade Secrets"). Trade
Secrets shall not include any information that: (i) is now, or hereafter
becomes, through no act or failure to act on the part of the Participant that
constitutes a breach of this Annex A, generally known or available to the
public; (ii) is known to the Participant at the time such information was
obtained from the Company or an Affiliate; (iii) is hereafter furnished without
restriction on disclosure to the Participant by a third party, other than an
employee or agent of the Company or an Affiliate, who is not under any
obligation of confidentiality to the Company or an Affiliate; (iv) is disclosed
with the written approval of the Company or an Affiliate; or (v) is required to
be disclosed or provided by law, court order, or similar compulsion, including
pursuant to or in connection with any legal proceeding involving the parties
hereto; provided however, that such disclosure shall be limited to the extent so
required or compelled; and provided further, however, that if the Participant is
required to disclose such confidential information, he shall give the Company
notice of such disclosure and cooperate in seeking suitable protections. Other
than in the course of performing services for the Company and its Affiliates,
the Participant will not, at any time, either during the Participant's Service
or thereafter, directly or indirectly use, divulge, furnish or make accessible
to any person any Trade Secrets, but instead will keep all Trade Secrets
strictly and absolutely confidential. The Participant will deliver promptly to
the Company or the Affiliate that employed the Participant, at the termination
of his employment or at any other time at the request of the Company or an
Affiliate, without retaining any copies, all documents and other materials in
his possession relating, directly or indirectly, to any Trade Secrets.

         (b)      Non-Competition. The Participant acknowledges and agrees that
(i) in the course of the Participant's Service the Participant shall become
familiar with the Trade Secrets of the Company and its Affiliates, (ii) the
Participant's services to the Company and its Affiliates are unique in nature
and of an extraordinary value to the Company and its Affiliates, and (iii) the
Company and its Affiliates could be irreparably damaged if the Participant were
to provide similar services to any person or entity competing with the Company
or any Affiliate or engaged in a similar business. In connection with the
issuance to the Participant of the Award hereunder, and in consideration for and
as an inducement to the Company to enter into this Agreement, the Participant
covenants and agrees that during the period beginning on the date 120 days after
termination of Participant's Service and ending on the first anniversary of the
date of the termination of the Participant's Service (the "Restricted Period"),
if the Participant holds any unexpired Stock Options at such time, the
Participant shall not directly or indirectly operate, control or participate as
a partner, director, principal, officer, or agent of, enter into the employment
of, act as a consultant to, or perform any services for, any company, person, or
entity engaged in a "Competitive Business" as determined by the Company, which
determination shall be binding on the parties. In general, a Competitive
Business will include any company, person or entity that in the judgment of the
Company competes with the Company in any material way, including entities that
directly compete with the Company in (1) the asset management business or (2)
the business of wholesaler distribution of investment company products or
separately managed retail or institutional accounts. The Company may decide that
the employment of a terminated employee in a company that is engaged in
Competitive Business but is also a customer or business partner of the Company
is on balance advantageous to the Company and therefore waive the application of
this non-competition covenant.

         (c)      Nonsolicitation. During the one year period following the
termination of the Participant's Service ( the "Nonsolicitation Period"), the
Participant shall not, directly or indirectly solicit or induce, or attempt to
solicit or induce, any current employee of the Company or an Affiliate, or any
individual who becomes an employee during the Nonsolicitation Period, to leave
his or her employment with the Company or an Affiliate or join or become
affiliated with any other business or entity, hire any employee of the Company
or an Affiliate or in any way interfere with the relationship between any
employee and the Company or an Affiliate. During the Nonsolicitation Period, the
Participant shall not, directly or indirectly, solicit or induce, or attempt to
solicit or induce, any customer, supplier, licensee, licensor or other business
relation of the Company or an Affiliate to terminate its relationship or
contract with the Company or an Affiliate, to cease doing business with the
Company or an Affiliate, or in any way interfere with the relationship between
any such customer, supplier, licensee or business relation and the Company or an
Affiliate (including making any negative statements or communications concerning
the Company or an Affiliate or their employees).

         (d)      Judicial Modification. If the final judgment of a court of
competent jurisdiction declares that any term or provision of this Annex A or
Section 12 of this Agreement is invalid or unenforceable, the parties agree that
(i) the court making the determination of invalidity or unenforceability shall
have the power to reduce the scope, duration, or geographic area of the term or
provision, to delete specific words or phrases, or to replace any invalid or
unenforceable term or provision with a term or provision that is valid and
enforceable and that comes closest to expressing the intention of the invalid or
unenforceable term or provision, (ii) the parties shall request that the court
exercise that power, and (iii) this Agreement shall be enforceable as so
modified after the expiration of the time within which the judgment or decision
may be appealed.