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                                                                   Exhibit 10.27
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                         REGISTRATION RIGHTS AGREEMENT


          This REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made as of
September 29, 1995 by and among New England Investment Companies, L.P., a
Delaware limited partnership ("NEIC") and Harris Associates L.P. ("HALP").
Capitalized terms used herein and not defined herein shall have the meanings set
forth in the Partnership Admission Agreement (as defined in Section 1.1(e)
hereof).

1.  Registration Rights.

    1.1.  Definitions.

          (a)  The term "Exclusive Rights" means any rights of a Subsequent
               Rightholder to cause NEIC to effect (or use its best efforts to
               effect) the registration of Securities held by such Subsequent
               Rightholder, which rights, by the terms of the agreement between
               NEIC and such Subsequent Rightholder establishing such rights,
               include the right to exclude any Holder from any participation in
               such offering;

          (b)  The terms "Form S-3," "Form S-4" and "Form S-8" mean such
               respective forms under the Securities Act of 1933, as amended
               (the "1933 Act") as in effect on the date hereof or any successor
               registration forms to Form S-3, Form S-4 and Form S-8,
               respectively, under the 1933 Act subsequently adopted by the
               Securities and Exchange Commission (the "SEC");

          (c)  The term "Holder" means each of HALP and to the extent such
               transferee has executed a joinder to this Agreement substantially
               in the form of Annex 1.1(c) hereto, (i) any Partner to whom HALP
               may transfer Registrable Securities, or (ii) any transferee of
               any Partner who has acquired at least 25% (or such lower
               percentage as NEIC may in its sole discretion consent to with
               respect to any given transfer) of the number of Registrable
               Securities (A) allocable to such Partner as of the
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               Closing Date (but after giving effect to any repurchases pursuant
               to Sections 1.2(a)(ii) and 1.2(a)(iii) of the Partnership
               Admission Agreement) for transfers prior to the Adjustment Date
               and (B) allocable to such Partner as of the Adjustment Date,
               including the number allocable as of the Closing Date and as of
               the 1996 Payment Date (after giving effect to any repurchases
               pursuant to Sections 1.2(a)(ii), 1.2(a)(iii) and 1.2(b)(ii) of
               the Partnership Admission Agreement), for transfers following the
               Adjustment Date;

          (d)  The term "Initiating Holder(s)" means any Holder (or group of two
               or more Holders) holding in the aggregate and requesting
               registration of at least that number of Registrable Securities
               the aggregate net offering price (after deduction of underwriting
               discounts and commissions) of which is expected to be at least $5
               million;

          (e)  The term "Partnership Admission Agreement" means the Partnership
               Admission Agreement dated June 22, 1995 by and among NEIC, HALP
               and HAI.

          (f)  The terms "register," "registered" and "registration" refer to a
               registration effected by preparing and filing a registration
               statement or similar document in compliance with the 1933 Act,
               and the automatic effectiveness or the declaration or ordering of
               effectiveness of such registration statement or document;

          (g)  The term "1993 Registration Rights Agreement" means the
               Registration Rights Agreement dated as of September 15, 1993 by
               and among NEIC, Reich & Tang, Inc. ("RTI") and New England Mutual
               Life Insurance Company ("TNE"), as in effect from time to time;
               and

          (h)  The term "Registrable Securities" means (i) (A) any limited
               partnership interest or other equity security of NEIC
               ("Securities") owned on the date hereof or hereafter acquired by
               HALP (or any Holder) pursuant to Section 1.2(b) of the
               Partnership Admission Agreement and (B) any Security issued as
               (or issuable upon the conversion or exercise of any warrant,
               right or other security which is issued as) a dividend or other
               distribution with respect to, or in exchange for or in
               replacement of, such Securities; provided, however, that any of
               such Securities (x) that have been previously sold to the public
               pursuant to a registered public offering or pursuant to an
               exemption from the registration requirements of the 1933 Act; (y)
               that are eligible for sale pursuant to Rule 144(k) under the 1933
               Act; and (z) that are the subject of either a Repurchase Notice
               or a 1996 Repurchase Notice shall cease to be Registrable

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               Securities and (ii) Registrable Securities as defined in the 1993
               Registration Rights Agreement; and provided, further, however,
                                                  --------  -------  -------
               that NEIC in its sole discretion may elect to include any
               Securities as Registrable Securities that would otherwise cease
               to be Registrable Securities under clause (y) of this Section
               1.2(h);

          (i)  The number of units of "Registrable Securities then outstanding"
               shall be determined by adding the number of Securities
               outstanding which are, and the number of Securities issuable
               pursuant to then exercisable or convertible securities which upon
               issuance would be, Registrable Securities;

          (j)  The term "Subsequent Rightholder" means any person or entity to
               which NEIC shall have granted, after the date of this Agreement,
               rights to cause NEIC to effect (or use its best efforts to
               effect) the registration of any Securities, but shall not include
               any Holder;

          (k)  The term "TNE Co." means TNE or any entity controlled by,
               controlling or under common control with TNE.

    1.2.  NEIC Registration. If NEIC proposes to register (including for this
          purpose a registration effected by NEIC for holders of Securities
          other than the Holders) any Securities under the 1933 Act in
          connection with the public offering of such Securities solely for cash
          (other than (i) a registration on Form S-8 relating solely to the sale
          of Securities to participants in a NEIC compensation, incentive or
          bonus plan, or (ii) a registration on Form S-4 or any successor form),
          NEIC shall, at such time, promptly give each Holder written notice of
          such registration. Upon the written request of any Holder given within
          20 days after mailing of such notice by NEIC, NEIC shall use its best
          efforts to cause a registration statement covering all of the
          Registrable Securities that each such Holder has requested to be
          registered to become effective under the 1933 Act, provided, however,
          that the number of Registrable Securities of each Holder to be
          included in such registration shall be subject to the provisions of
          Sections 1.6, 1.10 and 1.11 hereof, and provided further, that the
          Holders shall have no right under this Section 1.2 to participate in
          any registration effected at the request of any Subsequent Rightholder
          if such Subsequent Rightholder has Exclusive Rights with respect to
          such registration. Except as otherwise provided in Section 1.11 of
          this Agreement, Subsequent Rightholders shall be entitled to
          participate in any offering pursuant to this Section 1.2, to the
          extent provided in any agreement between such Subsequent Rightholders
          and NEIC. NEIC shall be under no obligation to complete any proposed
          registration or offering of Securities described in this Section 1.2
          and shall incur no liability to any Holder for its failure to do so.

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    1.3.  Obligations of NEIC. Whenever required under this Section 1 to use its
          best efforts to effect the registration of any Registrable Securities,
          NEIC shall, as expeditiously as reasonably possible: Prepare and file
          with the SEC a registration statement with respect to such Registrable
          Securities and use its best efforts to cause such registration
          statement to become effective, and, upon the request of any Holder of
          the Registrable Securities registered thereunder, keep such
          registration statement effective for up to 180 days or until the
          Holders have informed NEIC in writing that the distribution of their
          Securities has been completed; and shall:

          (a)  Prepare and file with the SEC such amendments and supplements to
               such registration statement and the prospectus used in connection
               with such registration statement, and use its best efforts to
               cause each such amendment and supplement to become effective, as
               may be necessary to comply with the provisions of the 1933 Act
               with respect to the disposition of all securities covered by such
               registration statement.

          (b)  Furnish to the Holders such reasonable number of copies of a
               prospectus, including a preliminary prospectus, in conformity
               with the requirements of the 1933 Act, and such other documents
               as they may reasonably request in order to facilitate the
               disposition of Registrable Securities owned by them.

          (c)  Use its best efforts to register or qualify the securities
               covered by such registration statement under such other
               securities or Blue Sky laws of such jurisdictions as shall be
               reasonably requested by the Holders, provided that NEIC shall not
               be required in connection therewith or as a condition thereto to
               qualify to do business or to file a general consent to service of
               process in any such jurisdiction.

          (d)  In the event of any underwritten public offering, enter into and
               perform its obligations under an underwriting agreement, in usual
               and customary form, with the managing underwriter of such
               offering. Each Holder participating in such underwriting shall
               also enter into and perform its obligations under such an
               agreement, including furnishing any opinion of counsel or
               entering into a lock-up agreement restricting the sale of such
               Holder's Registrable Securities for some period reasonably
               requested by the managing underwriter. Each Holder shall also
               enter into such a lockup agreement reasonably requested by the
               managing underwriter.

          (e)  Notify each Holder of Registrable Securities covered by such
               registration statement, at any time when a prospectus relating
               thereto covered by

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               such registration statement is required to be delivered under the
               1933 Act, of the happening of any event as a result of which the
               prospectus included in such registration statement, as then in
               effect, includes an untrue statement of a material fact or omits
               to state a material fact required to be stated therein or
               necessary to make the statements therein not misleading in the
               light of the circumstances then existing and promptly file such
               amendments and supplements as may be required pursuant to
               subparagraph (a) of this Section 1.3 on account of such event and
               use its best efforts to cause each such amendment and supplement
               to become effective.

          (f)  Furnish, at the request of any Holder requesting registration of
               Registrable Securities pursuant to this Section 1, on the date
               that such Registrable Securities are delivered to the
               underwriters for sale in connection with a registration pursuant
               to this Section 1, if such securities are being sold through
               underwriters, or, if such securities are not being sold through
               underwriters, on the date that the registration statement with
               respect to such securities becomes effective, (i) an opinion,
               dated such date, of the counsel representing NEIC for the
               purposes of such registration, in form and substance as is
               customarily given by company counsel to the underwriters in an
               underwritten public offering, addressed to the underwriters, if
               any, and to the Holders requesting registration of Registrable
               Securities and (ii) a letter dated such date, from the
               independent certified public accountant of NEIC, in form and
               substance as is customarily given by independent certified public
               accountants to underwriters in an underwritten public offering,
               addressed to the underwriters, if any, and to the Holders
               requesting registration of Registrable Securities.

          (g)  Apply for listing and use its best efforts to list the
               Registrable Securities being registered on any national
               securities exchange on which a class of NEIC's equity securities
               is listed or, if NEIC does not have at such time a class of
               equity securities listed on a national securities exchange, apply
               for qualification and use its best efforts to qualify the
               Registrable Securities being registered for inclusion on the
               automated quotation system of the National Association of
               Securities Dealers, Inc.

    1.4.  Furnish Information. It shall be a condition precedent to the
          obligations of NEIC to take any action pursuant to this Section 1 in
          respect of the Registrable Securities of any selling Holder that such
          selling Holder shall furnish to NEIC such information regarding
          itself, the Registrable Securities held by it, and the intended method
          of disposition of such securities as shall be required to effect the
          registration of its Registrable Securities.

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    1.5.  Expenses of Registration. NEIC shall bear and pay all expenses
          incurred in connection with any offering of Registrable Securities
          with respect to any registration pursuant to Sections 1.2 and 1.8,
          including, without limitation, all registration, filing and
          qualification fees, printing and accounting fees, fees and
          disbursements of counsel for NEIC and the reasonable fees and
          disbursements of one counsel for the selling holders of such
          Registrable Securities. Underwriting discounts and commissions
          relating to Registrable Securities will be borne and paid ratably by
          the holders of such Registrable Securities.

    1.6.  Underwriting Requirements. In connection with any offering involving
          an underwriting of securities being issued by NEIC, NEIC shall not be
          required under Section 1.2 to include any of the Holders' securities
          in such underwriting unless they accept the terms of the underwriting
          as agreed upon between NEIC and the underwriters selected by it, and
          then only in such quantity, if any, as will not, in the opinion of the
          underwriters, jeopardize the success of the offering by NEIC. If the
          managing underwriter for the offering shall advise NEIC in writing
          that the total amount of securities, including Registrable Securities,
          requested by holders of Securities to be included in such offering
          exceeds the amount of Securities that can be successfully offered,
          then NEIC shall be required to include in the offering only that
          number of such Securities, including Registrable Securities, which the
          managing underwriter believes will not jeopardize the success of the
          offering (the Securities so included to include first all Securities
          to be sold for the account of NEIC and then any remaining availability
          to be apportioned among participating holders of Securities as
          follows: the number of Securities held by holders that may be included
          in the underwriting, if any, shall, subject to the provisions of
          Sections 1.10 and 1.11 hereof, be apportioned pro rata among the
          selling holders in accordance with the number of Securities held by
          such holders).

    1.7.  Indemnification. In the event any Registrable Securities are included
          in a registration statement under this Section 1:

          (a) To the extent permitted by law, NEIC will indemnify and hold
              harmless each Holder, the officers, directors, partners, agents
              and employees of each Holder, any underwriter (as defined in the
              1933 Act) for such Holder and each person, if any, who controls
              such Holder or underwriter within the meaning of the 1933 Act or
              the Securities Exchange Act of 1934, as amended (the "1934 Act")
              (collectively, the "NEIC Indemnitees"), against any losses,
              claims, damages or liabilities (joint or several) to which they
              may become subject under the 1933 Act, the 1934 Act or other
              federal or state law, insofar as such losses, claims, damages or
              liabilities (or actions in respect thereof) arise out of or are

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              based upon any of the following statements, omissions or
              violations (each a "Violation"): (i) any untrue statement or
              alleged untrue statement of a material fact contained in such
              registration statement, including any preliminary prospectus or
              final prospectus contained therein or any amendments or
              supplements thereto, (ii) the omission or alleged omission to
              state therein a material fact required to be stated therein or
              necessary to make the statements therein, in light of the
              circumstances in which they were made, not misleading, or (iii)
              any violation or alleged violation by NEIC of the 1933 Act, the
              1934 Act, any state securities law or any rule or regulation
              promulgated under the 1933 Act, the 1934 Act or any state
              securities law. NEIC will reimburse each NEIC Indemnitee for any
              legal or other expenses reasonably incurred by such NEIC
              Indemnitee in connection with investigating or defending any such
              loss, claim, damage, liability or action. The indemnity agreement
              contained in this subsection 1.7(a) shall not apply to amounts
              paid in settlement of any loss, claim, damage, liability or action
              if such settlement is effected without the consent of NEIC (which
              consent shall not be unreasonably withheld), nor shall NEIC be
              liable to a Holder, any officer, director, partner, agent or
              employee of such Holder, any underwriter for such Holder or any
              person who controls such Holder or underwriter, in any such case
              for any such loss, claim, damage, liability or action (i) to the
              extent that it arises out of or is based upon a Violation which
              occurs in reliance upon and in conformity with written information
              furnished expressly for use in connection with such registration
              by or on behalf of such Holder, any underwriter for such Holder or
              any person who controls such Holder or underwriter or (ii) in case
              of a sale directly by a Holder of Registrable Securities
              (including a sale of such Registrable Securities through any
              underwriter retained by such Holder to engage in a distribution
              solely on behalf of such Holder), such untrue statement or alleged
              untrue statement or omission or alleged omission was contained in
              a preliminary prospectus and corrected in a final or amended
              prospectus, and such Holder failed to deliver a copy of the final
              or amended prospectus at or prior to the confirmation of the sale
              of the Registrable Securities to the person asserting any such
              loss, claim, damage or liability in any case where such delivery
              is required by the 1933 Act.

          (b) To the extent permitted by law, each selling Holder will indemnify
              and hold harmless NEIC, its general partner, each of the directors
              of the general partner, each of the officers of NEIC or of the
              general partner who have signed the registration statement, each
              person, if any, who controls NEIC or its general partner within
              the meaning of the 1933 Act or the 1934 Act, each agent and any
              underwriter for NEIC, and any

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              other Holder selling Securities in such registration statement or
              any of its directors, officers, partners, agents or employees or
              any person who controls such Holder or underwriter (collectively,
              the "Holder Indemnitees"), against any losses, claims, damages or
              liabilities (joint or several) to which any Holder Indemnitee may
              become subject, under the 1933 Act, the 1934 Act or other federal
              or state law, insofar as such losses, claims, damages or
              liabilities (or actions in respect thereto) arise out of or are
              based upon any Violation, in each case to the extent (and only to
              the extent) that such Violation occurs in reliance upon and in
              conformity with written information furnished by or on behalf of
              such Holder expressly for use in connection with such
              registration; and each such Holder will reimburse any legal or
              other expenses reasonably incurred by any Holder Indemnitee in
              connection with investigating or defending any such loss, claim,
              damage, liability or action; provided, however, that the liability
              of any Holder hereunder shall be limited to the amount of proceeds
              received by such Holder in the offering giving rise to the
              Violation; and provided further, that the indemnity agreement
              contained in this Section 1.7(b) shall not apply to amounts paid
              in settlement of any such loss, claim, damage, liability or action
              if such settlement is effected without the consent of the Holder
              (which consent shall not be unreasonably withheld) nor, in the
              case of a sale directly by NEIC of its securities (including a
              sale of such Securities through any underwriter retained by NEIC
              to engage in a distribution solely on behalf of NEIC), shall the
              Holder be liable to any Holder Indemnitee in any case in which
              such untrue statement or alleged untrue statement or omission or
              alleged omission was contained in an preliminary prospectus and
              corrected in a final or amended prospectus, and NEIC failed to
              deliver a copy of the final or amended prospectus at or prior to
              the confirmation of the sale of the Securities to the person
              asserting any such loss, claim, damage or liability in any case
              where such delivery is required by the 1933 Act.

          (c) Promptly after receipt by a NEIC Indemnitee or a Holder Indemnitee
              of notice of the commencement of any action (including any
              governmental action), such Indemnitee will, if a claim in respect
              thereof is to be made against any indemnifying party under this
              Section 1.7, deliver to the indemnifying party a written notice of
              the commencement thereof and the indemnifying party shall have the
              right to participate in, and, to the extent the indemnifying party
              so desires, jointly with any other indemnifying party similarly
              noticed, to assume and control the defense thereof with counsel
              mutually satisfactory to the parties; provided, however, that an
              Indemnitee shall have the right to retain its own counsel, with
              the fees and expenses to be paid by the indemnifying

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              party, if representation of such Indemnitee by the counsel
              retained by the indemnifying party would be inappropriate due to
              actual or potential differing interests, as reasonably determined
              by either party, between such Indemnitee and any other party
              represented by such counsel in such proceeding. The failure to
              deliver written notice to the indemnifying party within a
              reasonable time of the commencement of any such action, if
              prejudicial to its ability to defend such action, shall relieve
              such indemnifying party of any liability to the Indemnitee under
              this Section 1.7 to the extent of such prejudice, but the omission
              so to deliver written notice to the indemnifying party will not
              relieve it of any liability that it may have to any Indemnitee
              otherwise than under this Section 1.7.

          (d) The obligations of NEIC and the Holders under this Section 1.7
              shall survive the completion of any offering of Registrable
              Securities in a registration statement under this Section 1.

    1.8.  Form S-3 Registration.

          (a) In case NEIC shall receive from any Initiating Holder(s) a
              written request that NEIC effect a registration on Form S-3 (or
              on any successor form to Form S-3 regardless of its designation)
              and any related qualification or compliance with respect to all
              or a part of the Registrable Securities owned by such Initiating
              Holder(s), NEIC will:

              (i)   promptly give written notice of the proposed registration,
                    and any related qualification or compliance, to the other
                    Holders; and

              (ii)  use its best efforts to effect, as soon as practicable, such
                    registration, qualification or compliance as may be so
                    requested and as would permit or facilitate the sale and
                    distribution of all such Initiating Holder(s)' Registrable
                    Securities as are specified in such request, together with
                    all of the Registrable Securities of the other Holders
                    joining in such request as are specified in a written
                    request given within 20 days after receipt of such written
                    notice from NEIC, subject to the provisions of Section 1.9
                    hereof; provided, however, that NEIC shall not be obligated
                    to effect any such registration, qualification or
                    compliance, pursuant to this Section 1.8 if: (1) Form S-3
                    (or any successor form to Form S-3 regardless of its
                    designation), is not available for such offering by the
                    Holders; (2) the aggregate net offering price (after
                    deduction of underwriting discounts and commissions) of the
                    Registrable Securities specified in such request is less
                    than $5,000,000; (3) NEIC has already effected one
                    registration on

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                    Form S-3 within the previous six-month period (exclusive of
                    registrations effected pursuant to Section 1.2 hereof); or
                    (4) NEIC shall furnish to the Holders a certificate signed
                    by the President of the general partner of NEIC stating that
                    in the good faith judgment of the board of directors of such
                    general partner of NEIC, it would not be in the best
                    interests of NEIC and its security for such Form S-3
                    registration to be effected at such time, in which event
                    NEIC shall have the right to defer the filing of the Form S-
                    3 registration for a period of not more than 120 days after
                    receipt of the request of the Initiating Holder(s) under
                    this Section 1.8.

          (b) In connection with any offering pursuant to paragraph (a) of this
              Section 1.8, NEIC shall not be required to include any of the
              Holders' Securities in such underwriting unless the participating
              Holder or Holders enter into an underwriting agreement in
              customary form with an underwriter selected for such underwriting
              by the Initiating Holder(s) or, in the event the other Holder(s)
              join in such request, an underwriter selected by mutual agreement
              of the Holders, provided, however, that in the event the Holders
              are unable to agree on the selection of an underwriter, each
              Holder shall select one underwriter for such underwriting and
              provided further, that in the event the Holders are unable to
              agree on which underwriter selected by them shall serve as the
              managing underwriter, the board of directors of the general
              partner of NEIC shall make such determination. The Holder or
              Holders making or joining in a request under paragraph (a) of this
              Section 1.8 shall consult with the board of directors of the
              general partner of NEIC before selecting such underwriter or
              underwriters, but approval of such board of directors is not
              required for the selection of an underwriter. Except as otherwise
              provided in Section 1.11 of this Agreement, Subsequent
              Rightholders shall be entitled to participate in any offering
              pursuant to this Section 1.8, to the extent provided in any
              agreement between such Subsequent Rightholders and NEIC. If the
              managing underwriter for the offering shall advise NEIC and the
              participating holders of Securities in writing that the total
              amount of Securities, including Registrable Securities, requested
              by holders of Securities to be included in such offering exceeds
              the amount of Securities that can be successfully offered, then
              NEIC shall be required to include in the offering only that number
              of such Securities, including Registrable Securities, which the
              managing underwriter believes will not jeopardize the success of
              the offering (the Securities so included to be apportioned as
              follows: the number of Securities held by holders that may be
              included in the underwriting shall, subject to the provisions of
              Sections 1.10 and 1.11 hereof, be

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              apportioned pro rata among the selling holders in accordance with
              the number of Securities held by such holders).

    1.9.  Registrations under the 1993 Registration Rights Agreement. The
          Holders shall have the right to participate on a pro rata basis in
          registrations effected pursuant to Sections 1.2 and 1.8 of the 1993
          Registration Rights Agreement, on such terms and subject to the
          limitations contained therein.

    1.10. Special Participation Rights of RTI. Until such time as the aggregate
          offering price of all Registrable Securities that are Registrable
          Securities within the meaning of Section 1.1(h)(ii) sold pursuant to a
          registered public offering shall equal $90 million, RTI shall have the
          right, in each registered offering provided for in this Section 1 or
          in Section 1 of the 1993 Registration Rights Agreement in which TNE
          Co. is a seller, to sell no fewer Registrable Securities than TNE Co.
          is selling.

    1.11. Limitations on Registration Rights. Each of the Holders acknowledges
          that so long as the 1993 Registration Rights Agreement remains in
          effect and RTI holds 3,600,000 or more limited partnership units of
          NEIC (or such lesser or greater number of limited partnership units or
          other Securities as is determined by equitable adjustment to reflect
          any split (by distribution or otherwise), reverse split, combination,
          conversion or other similar adjustment in the number of outstanding
          Securities of NEIC that may occur after the date hereof):

          (a) RTI shall have the right to participate in any public offering of
              Securities for which NEIC shall effect a registration at the
              request of any Holder or Subsequent Rightholder; and if the
              managing underwriter of such offering advises the participating
              holders of Securities in writing that marketing factors require a
              limitation of the number of Securities to be underwritten, then
              the number of Securities that may be included in the registration
              shall be apportioned pro rata among the participating holders in
              accordance with the number of Securities held by the participating
              holder (unless otherwise agreed by all the participating holders);
              and

          (b) Except with RTI's consent, RTI's participation in any offering
              pursuant to Section 1.2 or 1.8 of this Agreement shall in no event
              be reduced in order to make possible the participation (or
              increased participation) in such offering of any Holder or any
              Subsequent Rightholder.

        1.12. Limitations on Subsequent Registration Rights. Each Holder shall
              have the right to participate in any public offering of Securities
              for which NEIC shall effect a registration at the request of any
              Subsequent Rightholder (other than registrations effected as the
              result of a Subsequent Rightholder's exercise of

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              Exclusive Rights); and if the managing underwriter of such
              offering advises the participating holders of Securities in
              writing that marketing factors require a limitation of the number
              of Securities to be underwritten, then, subject to Sections 1.10
              and 1.11, the number of Securities that may be included in the
              registration shall be appropriated pro rata among the
              participating holders in accordance with the number of Securities
              held by the participating holder (unless otherwise agreed by all
              the participating holders).

2.  Representations and Warranties.  Each Holder represents and warrants as
    follows:

    2.1.  Authority. Such Holder has full right, power and authority to execute,
          deliver and perform this Agreement and to perform such Holder's
          obligations hereunder. This Agreement has been duly executed and
          delivered by such Holder and constitutes a valid and legally binding
          obligation of such Holder, enforceable in accordance with its terms,
          except as the enforceability thereof may be subject to or limited by
          bankruptcy, insolvency, reorganization, moratorium or similar laws
          relating to or affecting the rights of creditors generally and
          judicial limitations upon the specific performance of certain types of
          obligations.

    2.2.  No Violation. Neither the execution and delivery by such Holder of
          this Agreement nor consummation of the transactions contemplated
          herein, nor compliance with the terms, conditions and provisions
          hereof will conflict with or violate any provision of law or the
          statutes of incorporation, certificate of incorporation or articles of
          organization and bylaws of such party, or result in a violation or
          default in any provision of any regulation, order, writ, injunction or
          decree of any court or governmental agency or authority or of any
          agreement or instrument to which such Holder is a party or by which
          such Holder is bound or to which such Holder is subject, or constitute
          a default thereunder.

3.  Miscellaneous.

    3.1.  No Legend. No Security to be sold or otherwise transferred by any
          Holder hereunder shall bear any legend restricting the transferability
          of such Security (other than as may be required by the NEIC's Amended
          and Restated Agreement of Limited Partnership (the "Partnership
          Agreement")), nor shall NEIC cause or permit any transfer agent or
          registrar appointed by NEIC with respect to such Security to refuse or
          fail to effect a transfer or registration with respect to such
          Security (other than as may be required by the Partnership Agreement),
          provided that such Holder provides to NEIC a certificate in connection
          with such transfer or registration to the effect that such transfer or
          registration is not in violation of any applicable securities or other
          law.

                                      -12-
<PAGE>
 
    3.2.  Notices. All notices, requests, consents and demands shall be in
          writing and shall be personally delivered, mailed, postage prepaid,
          telecopied or telegraphed, to the addresses set forth on Exhibit A
          hereto. All such notice, requests, consents, demands and other
          communications shall, when mailed (registered or certified mail,
          return receipt requested, postage prepaid), personally delivered, or
          telegraphed, be effective four days after deposit in the mails, when
          personally delivered, or when delivered to the telegraph company,
          respectively, addressed as aforesaid, unless otherwise provided herein
          and, when telecopied, shall be effective upon actual receipt. Copies
          of all notice and other communications shall be sent to the parties
          indicated on Exhibit A hereto at their respective addresses set forth
          therein.

    3.3.  Entire Agreement. This Agreement constitutes the entire agreement of
          the parties with respect to the matters contemplated herein. This
          Agreement supersedes any and all prior understandings or agreements as
          to the subject matter of this Agreement.

    3.4.  Amendments, Waivers and Consents. Any provision in this Agreement to
          the contrary notwithstanding, changes in or additions to this
          Agreement may be made, and compliance with any covenant or provision
          herein set forth may be omitted or waived, if NEIC shall obtain
          consent thereto in writing from the Holders of two-thirds of the
          Registrable Securities as defined in Section 1.1(h)(i) hereof then
          outstanding.

    3.5.  Binding Effect; Assignment. This Agreement shall be binding upon and
          inure to the benefit of the successors and assigns of the respective
          parties hereto, provided, however, that the rights to cause NEIC to
          register Registrable Securities pursuant to Section 1 hereof, together
          with the corresponding obligations may not be assigned by any Holder
          except in connection with a transfer permitted by Section 1.1(c)
          hereof to another Holder, and provided further, that NEIC shall not
          have the right to assign its obligations hereunder or any interest
          herein without obtaining the prior written consent of the Holders in
          accordance with Section 2.4.

    3.6.  Subsequent Changes. Reference is made to Section 12.4 of the Agreement
          of Limited Partnership of NEIC. To the extent not contrary to the
          provisions of said Section 12.4, if any or all of the Registrable
          Securities are converted into or exchanged for securities of another
          entity in connection with a Restructuring referred to in said Section
          12.4, each of the parties hereto agrees to use its best efforts to
          obtain the agreement of such entity to confer upon the Holders
          registration rights with respect to the securities of such entity to
          be held by them that are substantially similar to the registration
          rights provided herein with respect to Registrable Securities. Except
          as otherwise set forth in this Section

                                      -13-
<PAGE>
 
          3.6, the registration rights described in this Agreement shall cease
          to exist on the day prior to the date on which NEIC shall cease to be
          grandfathered from the application of (S) 7704 of the Internal Revenue
          Code.

    3.7.  General. The headings contained in this Agreement are for reference
          purposes only and shall not in any way affect the meaning or
          interpretation of this Agreement. In this Agreement the singular
          includes the plural, the plural includes the singular, and the
          masculine gender includes the neuter, masculine and feminine genders.
          This Agreement shall be governed by and construed under the internal
          laws of The Commonwealth of Massachusetts.

    3.8.  Severability. If any provisions of this Agreement shall be found by
          any court of competent jurisdiction to be invalid or unenforceable,
          the parties hereby waive such provision to the extent that it is found
          to be invalid or unenforceable. Such provision shall, to the maximum
          extent allowable by law, be modified by such court so that it becomes
          enforceable, and, as modified, shall be enforced as any other
          provision hereof, all other provisions hereof continuing in full force
          and effect.

    3.9.  Counterparts. This Agreement may be executed in counterparts, all of
          which together shall constitute one and the same instrument.

    3.10. Specific Performance. NEIC recognizes that the rights of the Holders
          under this Agreement are unique, and, accordingly, the Holders shall,
          in addition to such other remedies as may be available to them at law
          or in equity, have the right to enforce their rights hereunder by
          actions for injunctive relief and specific performance to the extent
          permitted by law. This Agreement is not intended to limit or abridge
          any rights of the Holders which may exist apart from this Agreement.

                                      -14-
<PAGE>
 
         IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed as of the date first above written.

                                   NEW ENGLAND INVESTMENT COMPANIES, 
                                    L.P.

                                    By  NEW ENGLAND INVESTMENT 
                                        COMPANIES, INC., its general partner

                                        By /s/ Peter S. Voss
                                           ------------------------------------
                                           Title:  Chairman and Chief Executive
                                                   Officer
 
                                   HARRIS ASSOCIATES L.P.

                                   By  HARRIS ASSOCIATES, INC.,
                                       its general partner

                                       By /s/ Victor Morgenstern       
                                          -------------------------------------
                                          Title:  President

                                      -15-
<PAGE>
 
                                                            EXHIBIT A

                                   ADDRESSES

New England Investment Companies, L.P.
c/o New England Investment Companies, Inc.
399 Boylston Street
Boston, MA  02117
Attention:  Edward N. Wadsworth, Esq.
            General Counsel

     with a copy to:

            Christopher A. Klem, Esq.
            Ropes & Gray
            One International Place
            Boston, MA  02110

Harris Associates L.P.
Two North La Salle Street
Suite 500
Chicago, Illinois 60602-3790
Attention: Victor A. Morgenstern

     with a copy to:

            Herbert S. Wander, Esq.
            Katten, Muchin & Zavis
            525 West Monroe Street
            Suite 1600
            Chicago, Illinois 60661-3693

                                      -16-
<PAGE>
 
                                                                    Annex 1.1(c)
                                                                    ------------

                               JOINDER AGREEMENT

     Reference is hereby made to the Registration Rights Agreement dated as of
_______, 1995 (the "Registration Rights Agreement") by and between New England
Investment Companies, L.P. and Harris Associates L.P.  The undersigned hereby
(i) represents that it has examined the Registration Rights Agreement and that
it is a Holder as defined therein and (ii) agrees to be bound by the terms of
the Registration Rights Agreement as if an original Holder thereunder.

     IN WITNESS WHEREOF, the undersigned has caused this Joinder Agreement to be
duly executed as of the date set forth below.



                                             ---------------------------



Date:

Name and Address:

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                                      -17-