UNITED ASSET MANAGEMENT CORP, 8-K, 1994-12-02

UNITED ASSET MANAGEMENT CORP
8-K, 1994-12-02
SECURITY BROKERS, DEALERS & FLOTATION COMPANIES

Previous: CONTINENTAL HOMES HOLDING CORP, 8-K, 1994-12-02

Next: STANLEY FURNITURE CO INC/, S-8, 1994-12-02

<PAGE>

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report: December 1, 1994
---------------------------------

UNITED ASSET MANAGEMENT CORPORATION
-----------------------------------------------
(Exact name of registrant as specified in its charter)

Delaware 1-9215 04-2714625
- - --------------------------------- ------------ ---------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)

One International Place, Boston, MA 02110
- - --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (617) 330-8900
--------------

<PAGE>

Item 2. Acquisition or Disposition of Assets.
- - ------- -------------------------------------

(a) JMB Institutional Realty Corporation and JMB Properties Company.

On October 18, 1994, United Asset Management Corporation ("UAM") and its
wholly owned subsidiary Heitman Financial Ltd. ("HFL") entered into an
acquisition agreement in which they agreed to acquire and incorporate into HFL
and its subsidiaries the institutional real estate advisory and property
management assets and business of JMB Institutional Realty Corporation, JMB
Properties Company and their affiliates (the "Sellers"), other than the Seller's
retail property management business and certain other excluded assets (the
acquired assets and business are hereafter referred to as "JMB Institutional
Realty"). The closing of the acquisition is scheduled to take place in two
parts. The First Closing is scheduled to occur on December 2, 1994 at which
time all of the assets and business to be acquired will be transferred with the
exception of those assets relating to PRA Securities Advisors, LP ("PRA"). The
assets and business of PRA will be conveyed at a second closing early in 1995
after a mutual fund, advised by PRA, has held a meeting of stockholders called
to approve a new investment advisory agreement with a newly organized subsidiary
of HFL, as required by the Investment Company Act of 1940.

The institutional real estate advisory business of JMB Institutional Realty
currently manages approximately $5 billion in gross real estate assets. The
property management business to be acquired provides non-retail property
management services for the real estate holdings of the institutional real
estate advisory business to be acquired and for others. The transaction does
not affect or involve a number of the Seller's affiliates. The unaffected
affiliates include the Sellers' individual investor, private client, partnership
and development operations. Also unaffected are JMB Insurance Agency, JMB's
interest in Urban Shopping Centers, Inc., and its retail property management
subsidiary, JMB Retail Properties Company, land development activities at Amfac
and Arvida, and the investment advisory responsibilities in connection with
certain contracts including those related to Las Colinas, Catellus and Cadillac
Fairview.

Subject to certain adjustments and subject to the satisfaction of certain
conditions to the closing, the purchase price to be paid by UAM to the Sellers
will be $150,000,000 of short-term (three-day) notes, $70,000,000 in principal
amount of UAM Non-Negotiable 6-1/2% Subordinated Notes payable on the seventh
anniversary of their issuance and warrants, which expire on the seventh
anniversary of their issuance, to purchase an aggregate of 1,515,179 shares of
UAM Common Stock, 760,869 of which are exercisable at $46.00 per share and
754,310 of which are exercisable at $46.40 per share (subject to adjustment in
case of stock splits, etc.).

-2-

<PAGE>

In negotiating the amount of consideration to be paid for the business, UAM
considered, among other things, the following factors with respect to JMB
Institutional Realty: the financial results, the value of assets under
management, the client history, the investment performance and quality of
management, and the prospects for growth.

There is no material relationship between UAM and the Sellers or any of
their respective officers, directors, or stockholders, other than the
Acquisition Agreement pursuant to which the acquisition will be made and the
other agreements relating thereto.

(b) Provident Investment Counsel

On November 10, 1994, UAM entered into an acquisition agreement in which
UAM agreed to purchase all of the assets of Provident Investment Counsel
("PIC"). The closing is presently scheduled for January 27, 1995. PIC, a
California corporation, is an investment management firm which had assets under
management as of September 30, 1994 of approximately $14.5 billion. At the
closing, UAM's wholly-owned subsidiary, PIC Newco, Inc., newly formed for
purposes of the acquisition, will assume PIC's name and continue its business.

Subject to certain adjustments and subject to the satisfaction of certain
conditions to the closing, the initial purchase price which UAM will pay to PIC
will be $264,554,550 in cash, $20,814,776 in principal amount of UAM Non-
Negotiable 6-1/2% Subordinated Notes payable on the seventh anniversary of
issuance, warrants to purchase an aggregate of 459,385 shares of UAM Common
Stock exercisable at $45.31 per share (subject to adjustment in case of stock
splits, etc.) and expiring on the seventh anniversary of their issuance, and
$67,370,074 in shares of UAM Common Stock. The number of shares of UAM Common
Stock to be issued is based on an average closing price for a twenty-day period
preceding the closing date, subject to a ceiling of $43.50 per share and a
floor of $29.00 per share.

The Acquisition Agreement also calls for a contingent payment to be made as
additional purchase price, dependent upon the growth of PIC's business from the
closing date of the transaction through 1997. The maximum total contingent
payment which may be earned is $125,000,000. The contingent payment, if earned,
will be payable in cash, UAM Common Stock, UAM Non-Negotiable 6-1/2%
Subordinated Notes and warrants to purchase shares of UAM Common Stock, all in
pro-rata amounts based on the relative amounts of such consideration paid at the
closing subject to PIC's right to increase the note and warrant portion and
decrease the cash portion by up to a maximum of $10,000,000. The Contingent
Notes and Warrants will be on substantially the same terms as the Notes and
Warrants issued at the closing, except that the due date and expiration date,
respectively, shall be seven (7) years from the date of their issuance. The per
share price of the UAM Common Stock to be used in calculating the number of
shares payable in connection with the contingent payment will be based on an
average closing price for a twenty-day period preceding the contingent closing
date,

-3-

<PAGE>

provided, however, that if such price is less than the higher of $29.00 per
share or 80% of the average of the closing price of UAM's Common Stock over the
year preceding the contingent closing, UAM may opt to pay that portion of the
contingent payment in cash.

In negotiating the amount of consideration to be paid for PIC's assets, UAM
considered, among other things, the following factors with respect to PIC: the
financial results, the value of assets under management, the client history, the
investment performance and quality of management, and the prospects for growth.

There is no material relationship between UAM and PIC or any of their
respective officers, directors, or stockholders, other than the Acquisition
Agreement pursuant to which the acquisition will be made and the other
agreements relating thereto.

The principal sources of the cash portion of the purchase price for the
above described transactions will be cash generated by UAM's operations and
borrowings under UAM's Amended and Restated Reducing Credit Agreement dated as
of August 29, 1994 (filed as Exhibit 10 to UAM's report on Form 10-Q for the
quarter ended September 30, 1994, which exhibit indicates the identity of each
lending bank) and subsequently amended on November 18, 1994 as further discussed
in Item 5 within this Form 8-K.

-4-

<PAGE>

Item 5. Other Events
- - ------- ------------

The Company amended and restated its Reducing Credit Agreement as of
November 18, 1994 whereby an additional $100,000,000 was made available,
bringing the Company's total line of credit to $500,000,000. In addition to the
pre-existing five year credit facility relating to the $400,000,000, the Company
may borrow the $100,000,000 through November 18, 1995. Any of the $100,000,000
principal amount outstanding at that time will be due. The Company plans to
refinance borrowings under this additional facility through placement of longer
term notes with institutional investors.

Interest rates available, at the Company's election, for amounts drawn on
this additional $100,000,000 are currently: prime, 100 basis points over LIBOR
or 112.5 basis points over certain certificate of deposit rates. In certain
circumstances, interest rate spreads may expand up to an additional 50 basis
points. Currently, a commitment fee of 37.5 basis points is payable on the daily
average unused portion of the $100,000,000 commitment.

The Company is required to meet certain financial covenants, including
covenants restricting dividends and repurchase of the Company's stock, and
requiring the Company to maintain a minimum net worth, as defined. The Company
must also continue to maintain certain minimum working capital, cash flow and
debt to equity ratios.

-5-

<PAGE>

Item 7. Financial Statements and Exhibits.
- - ------- ----------------------------------

(a) Financial Statements of Businesses to be Acquired.
--------------------------------------------------

(i) JMB Institutional Realty (referred to as "JMB Business Group")
Combined Audited Balance Sheets for the Two Years Ended
December 31, 1993 and Combined Statements of Income and Cash
Flows for the Three Years Ended December 31, 1993.

(ii) JMB Institutional Realty Combined Unaudited Financial Statements
for the Nine Months Ended September 30, 1994.

(iii) Provident Investment Counsel Audited Financial Statements for
the Years Ended December 31, 1992 and 1991.

(iv) Provident Investment Counsel Audited Financial Statements for
the Years Ended December 31, 1993 and 1992.

(v) Provident Investment Counsel Unaudited Financial Statements for
the Nine Months Ended September 30, 1994.

(b) Pro Forma Financial Information.
--------------------------------

(i) Summary of Historical and Pro Forma Financial Highlights for the
Year Ended December 31, 1993 and the Nine Months Ended
September 30, 1994.

(ii) Unaudited Pro Forma Condensed Combined Balance Sheet of UAM as
of December 31, 1993.

(iii) Unaudited Pro Forma Condensed Combined Statement of Operations
of UAM for the Year Ended December 31, 1993.

(iv) Unaudited Pro Forma Condensed Combined Balance Sheet of UAM as
of September 30, 1994.

(v) Unaudited Pro Forma Condensed Combined Statement of Operations
of UAM for the Nine Months Ended September 30, 1994.

-6-

<PAGE>

Exhibit Number Title
- - -------------- ------
2.1 Acquisition Agreement by and among United Asset Management
Corporation, Heitman Financial Ltd., JMB Institutional
Realty Corporation, JMB Realty Corporation and Certain
Affiliates of JMB Institutional Realty Corporation and JMB
Realty Corporation dated as of October 18, 1994.

2.2 Acquisition Agreement by and among United Asset Management
Corporation, Provident Investment Counsel, PIC Newco, Inc.
and the Stockholders of Provident Investment Counsel dated
as of November 10, 1994.

2.3 Agreement to Furnish Copies of Omitted Schedules and
Exhibits to Acquisition Agreements.

24 Consents of Independent Accountants.

-7-

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.

UNITED ASSET MANAGEMENT CORPORATION
-----------------------------------
Registrant

DATED: December 1, 1994 By: /s/ William H. Park
-----------------------------------
William H. Park
Executive Vice President
and Chief Financial Officer

-8-

<PAGE>

Exhibit Index

Exhibit Number Title Page
- - -------------- ----- ----

2.1 Acquisition Agreement by and among United Asset
Management Corporation, Heitman Financial Ltd., JMB
Institutional Realty Corporation, JMB Realty
Corporation and Certain Affiliates of JMB Institutional
Realty Corporation and JMB Realty Corporation dated as
of October 18, 1994.

2.2 Acquisition Agreement by and among United Asset
Management Corporation, Provident Investment Counsel,
PIC Newco, Inc. and the Stockholders of Provident
Investment Counsel dated as of November 10, 1994.

2.3 Agreement to Furnish Copies of Omitted Schedules and
Exhibits to Acquisition Agreements.

24 Consents of Independent Accountants.

-9-

<PAGE>

JMB BUSINESS GROUP

INDEPENDENT AUDITOR'S REPORT AND

FINANCIAL STATEMENTS

DATED: MAY 20, 1994

REPORT NO. 44830
<PAGE>
JMB BUSINESS GROUP

TABLE OF CONTENTS

Page

INDEPENDENT AUDITORS' REPORT 2

ACCOUNTANTS' COMPILATION REPORT 3

FINANCIAL STATEMENTS:
Combined Balance Sheets, December 31, 1993
and 1992 4

Combined Statements of Income, Years Ended
December 31, 1993, 1992 and 1991 5

Combined Statements of Changes in Combined Equity,
Years Ended December 31, 1993, 1992 and 1991 6

Combined Statements of Cash Flows, Years Ended
December 31, 1993, 1992 and 1991 7

Notes to the Combined Financial Statements 8

<PAGE>

INDEPENDENT AUDITOR'S REPORT

To the
JMB Business Group

We have audited the combined balance sheets of the JMB Business Group (Note 1)
as of December 31, 1993 and 1992, and the related combined statements of income,
changes in combined equity, and cash flows for each of the years in the three-
year period ended December 31, 1993. These financial statements are the
responsibility of the management of the JMB Business Group. Our responsibility
is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the financial position of the JMB Business
Group as of December 31, 1993 and 1992, and the results of their operations and
their cash flows for each of the years in the three-year period ended December
31, 1993, in conformity with generally accepted accounting principles.

Altschuler, Melvoin and Glasser LLP
Chicago, Illinois
May 20, 1994

<PAGE>

JMB BUSINESS GROUP

Combined Balance Sheets
December 31, 1993 and 1992

<TABLE>
<CAPTION>
December 31,
Assets 1993 1992
------------ ------------
<S> <C> <C>

Cash and Cash Equivalents (Note 2) $ 19,993,082 $ 14,471,712
Investments in U.S. Government and
Other Obligations (at cost, which
approximates market) 15,241,368 13,041,297
Accounts Receivable
(Notes 3 and 5) 9,465,107 9,927,653
Notes Receivable, Affiliates (Note 4) 14,219,675 10,043,930
Other Assets 3,837,438 1,325,935
Leasehold Improvements, Office
Furnishings and Equipment (net of
accumulated depreciation of
$1,607,434 and $1,201,538 at
December 31, 1993 and 1992,
respectively 3,138,684 3,315,863
------------ ------------

$ 65,895,354 $ 52,126,390
------------ ------------
------------ ------------

Liabilities and Combined Equity

Accounts Payable and Accrued
Expenses $ 3,302,908 $ 3,848,503
Deferred Rent Abatements
(Notes 2 and 5) 1,669,186 1,860,315
Contracts Payable to Former
Shareholders 476,000 997,000
Combined Equity 60,447,260 45,420,572
------------ ------------

$ 65,895,354 $ 52,126,390
------------ ------------
------------ ------------
</TABLE>

The accompanying notes are an integral part of this statement.

<PAGE>

JMB BUSINESS GROUP

Combined Statements of Income
Years Ended December 31, 1993, 1992 and 1991

<TABLE>
<CAPTION>
Years Ended December 31,
1993 1992 1991
----------- ----------- -----------
<S> <C> <C> <C>

Revenue:
Asset management fees (Notes 2 and 5) $47,342,920 $44,633,913 $55,287,093
Property management and leasing fees
(Notes 2 and 5) 23,125,220 24,852,025 24,050,443
Interest and sundry (Note 4) 2,404,188 1,796,690 3,337,756
----------- ----------- -----------
72,872,328 71,282,628 82,675,292
----------- ----------- -----------

Operating Expenses:
Payroll and related expenses (Note 5) 26,211,072 31,065,864 30,832,741
Administrative charges (Note 5) 7,431,182 6,715,754 7,180,263
Rent (Notes 2, 5 and 6) 3,498,840 4,276,268 3,978,420
Other operating expenses 9,235,276 10,055,263 9,781,245
----------- ----------- -----------
46,376,370 52,113,149 51,772,669
----------- ----------- -----------

Net Income $26,495,958 $19,169,479 $30,902,623
----------- ----------- -----------
----------- ----------- -----------
</TABLE>

The accompanying notes are an integral part of this statement.

<PAGE>

JMB BUSINESS GROUP

Combined Statements of Changes in Combined Equity
Years Ended December 31, 1993, 1992 and 1991

Balance, December 31, 1990 $54,395,453

Dividends Paid ( 3,019,522)
Purchase of 97,478 Shares of Common Stock ( 1,462,441)
Distributions (22,224,140)
Contributions 8,105,173
Net Income for Year 30,902,623
-----------

Balance, December 31, 1991 66,697,146

Dividends Paid (27,251,856)
Purchase of 53,190 Shares of Common Stock ( 4,593,916)
Distributions (20,670,493)
Contributions 12,070,212
Net Income for Year 19,169,479
-----------

Balance, December 31, 1992 45,420,572

Dividends Paid ( 5,093,523)
Purchase of 4,300 Shares of Common Stock ( 302,805)
Distributions (21,166,305)
Contributions 15,093,363
Net Income for Year 26,495,958
-----------

Balance, December 31, 1993 60,447,260
-----------
-----------

</TABLE>

The accompanying notes are an integral part of this statement.

<PAGE>

JMB BUSINESS GROUP

Combined Statements of Cash Flows
Years Ended December 31, 1993, 1992 and 1991

<TABLE>
<CAPTION>
Years Ended December 31,
1993 1992 1991
------------ ------------ ------------
<S> <C> <C> <C>
Cash Flows from Operating Activities:
Net income for year $ 26,495,958 $ 19,169,479 $ 30,902,623
------------ ------------ ------------
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 687,226 712,544 858,074
Decrease (Increase) in accounts receivable 462,546 67,568 (1,873,912)
(Increase) Decrease in other assets (2,735,430) 787,662 408,024
(Decrease) Increase in deferred rent abatements (191,129) (165,880) 278,765
(Decrease) Increase in accounts payable
and accrued expenses (545,595) 214,561 968,834
------------ ------------ ------------
Total Adjustments (2,322,382) 1,616,455 639,785
------------ ------------ ------------
Net cash provided by operating activities 24,173,576 20,785,934 31,542,408
------------ ------------ ------------
Cash Flows from Investing Activities:
Net (increase) decrease in investments in U.S.
government and other obligations (2,200,071) 22,266,411 (22,946,788)
Additions to leasehold improvements, office
furnishings and equipment (286,120) (489,181) (441,525)
------------ ------------ ------------

Net cash provided by (used in) investing activities (2,486,191) 21,777,230 (23,388,313)
------------ ------------ ------------
Cash Flows from Financing Activities:
(Increase) Decrease in notes receivable (4,175,745) (2,280,290) 1,933,248
Dividends paid (5,093,523) (27,251,856) (3,019,522)
Distributions (21,166,305) (20,670,493) (22,224,140)
Contributions 15,093,363 12,070,212 8,105,173
Purchase of treasury stock (823,805) (4,806,916) (1,282,441)
------------ ------------ ------------
Net cash flows used in financing activities (16,166,015) (42,939,343) (16,487,682)
------------ ------------ ------------
Net Increase (Decrease) in Cash and Cash Equivalents 5,521,370 (376,179) (8,333,587)

Cash and Cash Equivalents, Beginning of Period 14,471,712 14,847,891 23,181,478
------------ ------------ ------------
Cash and Cash Equivalents, End of Period $ 19,993,082 $ 14,471,712 $ 14,847,891
------------ ------------ ------------
------------ ------------ ------------

</TABLE>

The accompanying notes are an integral part of this statement.

<PAGE>

JMB BUSINESS GROUP

Notes to the Combined Financial Statements

NOTE 1--ORGANIZATION AND BASIS OF PRESENTATION:

The "JMB Business Group" is comprised of JMB Institutional Realty
Corporation and certain of its affiliates, JMB Properties Company and PRA
Securities Advisors, L.P.; exclusive of certain asset management and
property management contracts that are not part of a transaction
contemplated by the owners of the JMB Business Group. The accompanying
combined financial statements present the accounts of the (a) asset
management, and (b) office, residential and industrial property management
and leasing businesses of the JMB Business Group. The effects of all
significant intercompany balances and transactions have been eliminated in
the combined presentation.

Because of the common control and management of the asset management,
property management and leasing businesses of the JMB Business Group, the
accompanying combined financial statements have been accounted for as a
group of entities under common control, which is similar to the accounting
method used for a pooling of interests.

NOTE 2--SIGNIFICANT ACCOUNTING POLICIES:

GENERAL:

Cash and cash equivalents include deposits and United States Government
obligations with original maturities of three months or less.

No provision for federal income taxes has been made as the liability for
any such taxes is that of the owners of the respective combined entities
rather than the JMB Business Group.

Rental expense is recognized over the terms of the leases, inclusive of the
portion of the terms of the leases for which a rental concession has been
granted, with the amount of the concession comprising deferred rent
abatements in the accompanying combined balance sheets. Such amounts are
amortized over the portion of the terms of the leases during which actual
payments of rent are made.

Asset management fees and management and leasing fees are recognized as
revenue when the related services are provided and payment is made or
expected on a current basis.

Depreciation of office furnishings and equipment and amortization of
leasehold improvements are provided over the statutory recovery periods in
accordance with the applicable provisions of the Internal Revenue Code.
Such statutory periods approximate the estimated useful life of the assets.
Maintenance and repair expenses are charged to operations as incurred.

<PAGE>

JMB BUSINESS GROUP

Notes to the Combined Financial Statements

NOTE 3--ACCOUNTS RECEIVABLE:

At December 31, 1993 and 1992, accounts receivable (Note 5) consist of the
following:

1993 1992
----------- -----------
<S> <C> <C>

Asset management $ 5,793,240 $ 6,872,377

Management and leasing 3,671,867 3,055,276
----------- -----------

Total accounts receivable $ 9,465,107 $ 9,927,653
----------- -----------
----------- -----------

</TABLE>

NOTE 4--NOTES RECEIVABLE:

At December 31, 1993 and 1992, notes receivable consist of the following:

1993 1992
----------- -----------
<S> <C> <C>

Demand notes from affiliates $12,107,757 $ 7,254,072

Unsecured demand notes from
officers and employees 2,111,918 2,789,858
----------- -----------

Total notes receivable $14,219,675 $10,043,930
----------- -----------
----------- -----------

</TABLE>

As of December 31, 1993 and 1992 notes receivable of $12,107,757 and
$7,254,072 were due from entities which are affiliated with the JMB
Business Group and are secured by the assets of the debtor affiliated
entities and the assets of other agreed-upon partnerships with overlapping
ownership structures. The aforementioned notes receivable provide for
interest at the "applicable federal rate."

Interest income earned on the aforementioned notes receivable for 1993,
1992 and 1991 amounted to $179,579, $274,285 and $608,892, respectively.

<PAGE>

JMB BUSINESS GROUP

Notes to the Combined Financial Statements

NOTE 5--TRANSACTIONS WITH AFFILIATES:

The JMB Business Group provides asset management and office, residential
and industrial property management and leasing services to affiliated
entities not included in the JMB Business Group. Substantially all asset
management and office, residential and industrial property management and
leasing service revenues recognized in 1991 through 1993 and substantially
all related receivables outstanding at December 31, 1993 and 1992 resulted
from such services.

During 1993, 1992 and 1991, the JMB Business Group was charged, by an
affiliate, for their share of personnel and administrative costs incurred
by such affiliate. These costs were pooled and allocated based upon
employee ratios. In management's opinion, the allocation of these costs
has been made on a reasonable basis.

The JMB Business Group received reimbursements (at cost) of payroll and
other operating expenses from affiliated entities for activities performed
on their behalf. Such reimbursements aggregated $6,419,278, $3,830,128 and
$3,437,477 in 1993, 1992 and 1991, respectively and have been included as a
reduction of operating expenses in the accompanying combined statements of
income.

Costs and expenses of the JMB Business Group for insurance services
provided by an affiliated entity amounted to $1,334,906, $1,515,521 and
$1,304,143 in 1993, 1992 and 1991, respectively.

Employees of the Company are eligible to participate in a 401(k) Plan
sponsored by an affiliate, when they meet certain specified requirements.
Employer contributions to the 401(k) Plan, based upon 10% matching
requirements, included in the accompanying combined financial statements
were $65,626, $92,416 and $74,730 in 1993, 1992 and 1991, respectively.

During 1991, certain employees of the JMB Business Group participated in a
profit sharing retirement plan which provided benefits based primarily on
length of service and compensation levels (Prior Plan). Effective December
31, 1992, the Prior Plan was merged into the aforementioned 401(k) Plan.

In 1992, the JMB Business Group was admitted into a defined benefit pension
plan administered by an associated company. The associated company's
policy is to fund pension costs in accordance with the minimum funding
requirements under the provisions of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"). Pursuant to the requirements
of the plan, the JMB Business Group funded benefit obligations in the
amounts of $552,560, $731,135 and $120,441 in 1993, 1992 and 1991,
respectively.

See Note 6 for other related-party transactions.

<PAGE>

JMB BUSINESS GROUP

Notes to the Combined Financial Statements

NOTE 6--CONTINGENCIES AND COMMITMENTS:

The JMB Business Group is a party to various legal proceedings arising in
the ordinary course of their business. It is management's opinion that the
ultimate resolution of these matters will not have a material adverse
impact on the financial condition, results of operations or liquidity of
the JMB Business Group.

The JMB Business Group entered into certain operating leases (from
affiliates) primarily for office space for the period ending in August 2003
with an option to extend the lease terms for two consecutive periods of
five years each. Approximate minimum lease payments required under the
aforementioned leases (exclusive of escalation charges) are as follows:

Year Amount
---- ----------
1994 $2,901,555
1995 2,524,946
1996 1,966,740
1997 1,677,573
1998 1,742,516
Thereafter 6,771,287

Rent expense for 1993, 1992 and 1991 amounted to $3,498,840, $4,276,268 and
$3,978,420 (including reimbursement of common area maintenance charges of
$1,171,343, $1,589,601 and $1,006,718), respectively.

<PAGE>

JMB BUSINESS GROUP
---------------------------------

REPORT
September 30, 1994

<PAGE>

JMB BUSINESS GROUP

Combined Balance Sheets
December 31, 1993 and
(Unaudited) as of September 30, 1994

September 30, December 31,
1994 1993
ASSETS (Unaudited)
---------------- ------------
<S> <C> <C>
Cash and Cash Equivalents $ 13,226,801 $ 19,993,082
Investments in U.S. Government and
Other Obligations (at cost, which
approximates market) 12,930,609 15,241,368
Accounts Receivable 9,676,489 9,465,107
Notes Receivable, Affiliates 18,078,120 14,219,675
Other Assets 8,748,089 3,837,438
Leasehold Improvements, Office
Furnishings and Equipment (net of
accumulated depreciation of $1,607,434 and $1,987,508
at December 31, 1993 and (unaudited)
at September 30, 1994 respectively) 2,937,206 3,138,684
--------------- ------------
$ 65,597,314 $ 65,895,354
--------------- ------------
--------------- ------------

Liabilities and Combined Equity

Accounts Payable and Accrued
Expenses $ 5,122,109 $ 3,302,90
Deferred Rent Abatements 1,528,344 1,669,186
Contracts Payable to Former Shareholders 476,000
Combined Equity 58,946,861 60,447,260
--------------- -----------
$ 65,597,314 $ 65,895,354
--------------- -----------
--------------- -----------

</TABLE>

<PAGE>

JMB BUSINESS GROUP

Combined Statements of Income (Unaudited) for the
Nine Months Ended September 30, 1994 and 1993

Nine Months Ended September 30,
1994 1993
(Unaudited) (Unaudited)
----------------- ----------------
<S> <C> <C>
Revenue:
Asset management fees $ 36,483,037 $ 34,891,757
Property management and leasing fees 18,483,413 17,201,078
Interest and sundry 1,220,219 1,313,491
----------------- ----------------
56,186,659 53,406,326
----------------- ----------------

Operating Expenses:
Payroll and related expenses 21,494,138 19,736,541
Administrative charges 4,214,907 5,357,484
Rent 2,559,360 2,623,996
Other operating expenses 8,300,720 7,535,679
----------------- ----------------
36,569,125 35,253,700
----------------- ----------------
Net Income $ 19,617,534 $ 18,152,626
----------------- ----------------
----------------- ----------------

</TABLE>

<PAGE>

JMB BUSINESS GROUP

Combined Statement of Changes in Combined Equity
(Unaudited) for the Nine Months Ended September 30, 1994

<TABLE>

<S> <C>

Balance, December 31, 1993 $ 60,447,260

Dividends Paid (6,000,000)
Distributions (16,107,933)
Contributions 990,000
Net Income for Period 19,617,534
------------
Balance, September 30, 1994 $ 58,946,861
------------
------------

</TABLE>

<PAGE>

JMB BUSINESS GROUP

Combined Statements of Cash Flows
(Unaudited) for the Nine Months Ended September 30, 1994 and 1993

<TABLE>
<CAPTION>
Nine Months Ended September 30, 1994
1994 1993
----------- -----------
(Unaudited) (Unaudited)
<S> <C> <C>
Cash Flows from Operating Activities:
Net income for year $ 19,617,534 $ 18,152,626
------------ ------------
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 571,553 525,286
(Increase) Decrease in accounts receivable (211,382) (1,609,696)
(Increase) Decrease in other assets (5,094,066) (2,151,511)
(Decrease) Increase in deferred rent abatements (140,842) (143,266)
Increase (Decrease) in accounts payable
and accrued expenses 1,879,201 2,435,011
------------ ------------

Total adjustments (2,995,536) (944,176)
------------ ------------

Net cash provided by operating activities 16,621,998 17,208,450
------------ ------------

Cash Flows from Investing Activities:
Net (increase) decrease in investments in U.S.
government and other obligations 2,310,759 (3,220,271)
Additions to leasehold improvements, office
furnishings and equipment (186,660) (150,367)
------------ ------------

Net cash provided by (used in) investing activities 2,124,099 (3,370,638)
------------ ------------

Cash Flows from Financing Activities:
(Increase) Decrease in notes receivable (3,918,445) (7,904,891)
Dividends paid (6,000,000) (10,237,429)
Distributions (16,107,933) (10,730,124)
Contributions 990,000 67,238,346
Purchase of treasury stock (476,000) (709,562)
------------ ------------

Net cash flows provided by (used in) financing
activities (25,512,378) 37,656,340
------------ ------------

Net Increase (Decrease) in Cash and Cash Equivalents (6,766,281) 51,494,152

Cash and Cash Equivalents, Beginning of Period 19,993,082 14,471,712
------------ ------------

Cash and Cash Equivalents, End of Period $ 13,226,801 $ 65,965,864
------------ ------------
------------ ------------
</TABLE>

The accompanying notes are an integral part of this statement.

<PAGE>

JMB BUSINESS GROUP

Notes to the Combined Financial Statements

NOTE 1--ORGANIZATION AND BASIS OF PRESENTATION:

NOTE 2--SIGNIFICANT ACCOUNTING POLICIES:

GENERAL:

Cash and cash equivalents include deposits and United States Government
obligations with original maturities of three months or less.

No provision for federal income taxes has been made as the liability for
any such taxes is that of the owners of the respective combined entities
rather than the JMB Business Group.

Asset management fees and management and leasing fees are recognized as
revenue when the related services are provided and payment is made or
expected on a current basis.

<PAGE>

JMB BUSINESS GROUP

Notes to the Combined Financial Statements

NOTE 3 - ACCOUNTS RECEIVABLE:

Accounts receivable (Note 5) consist of the following:

<TABLE>
<CAPTION>
December 31,
September 30, 1994 1993 1992
------------------ ---- ----
(unaudited)
<S> <C> <C> <C>
Asset management $7,468,571 $5,793,240 $6,872,377

Management and leasing 2,207,918 3,671,867 3,055,276
---------- ---------- ----------

Total accounts receivable $9,676,489 $9,465,107 $9,927,653
---------- ---------- ----------
---------- ---------- ----------
</TABLE>

NOTE 4 - NOTES RECEIVABLE:

Notes receivable consist of the following:

<TABLE>
<CAPTION>
December 31,
September 30, 1994 1993 1992
------------------ ---- ----
(unaudited)
<S> <C> <C> <C>
Demand notes from affiliates $15,953,236 $12,107,757 $ 7,254,072

Unsecured demand notes from
officers and employees 2,124,884 2,111,918 2,789,858
----------- ----------- -----------

Total notes receivable $18,078,120 $14,219,675 $10,043,930
----------- ----------- -----------
----------- ----------- -----------
</TABLE>

<PAGE>

JMB BUSINESS GROUP

Notes to the Combined Financial Statements

NOTE 5--TRANSACTIONS WITH AFFILIATES:

The JMB Business Group received reimbursements (at cost) of payroll and
other operating expenses from affiliated entities for activities performed
on their behalf. Such reimbursements aggregated $875,798, $6,419,278,
$3,830,128 and $3,437,477 for the nine months ended September 30, 1994 and
for the years ended 1993, 1992 and 1991, respectively and have been
included as a reduction of operating expenses in the accompanying combined
statements of income.

Costs and expenses of the JMB Business Group for insurance services
provided by an affiliated entity amounted to $812,962, $1,334,906,
$1,515,521 and $1,304,143 for the nine months ended September 30, 1994 and
for the years ended 1993, 1992 and 1991, respectively.

Employees of the Company are eligible to participate in a 401(k) Plan
sponsored by an affiliate, when they meet certain specified requirements.
Employer contributions to the 401(k) Plan, based upon 10% matching
requirements, included in the accompanying combined financial statements
were $34,948, $65,626, $92,416 and $74,730 for the nine months ended
September 30, 1994 and for the years ended 1993, 1992 and 1991
respectively.

During 1991, certain employees of the JMB Business Group participated in
a profit sharing retirement plan which provided benefits based primarily
on length of service and compensation levels (Prior Plan). Effective
December 31, 1992, the Prior Plan was merged into the aforementioned
401(k) Plan.

In 1992, the JMB Business Group was admitted into a defined benefit
pension plan administered by an associated company. The associated
company's policy is to fund pension costs in accordance with the minimum
funding requirements under the provisions of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"). Pursuant to the
requirements of the plan, the JMB Business Group funded benefit obligations
in the amounts of $552,560, $731,135 and $120,441 in 1993, 1992 and 1991
respectively. Included in accounts payable and accrued expenses at
September 30, 1994 is the estimated 1994 contribution for the nine months
ended September 30, 1994 in the amount of $464,075.

See Note 6 for other related-party transactions.

<PAGE>

JMB BUSINESS GROUP

Notes to the Combined Financial Statements

NOTE 6--CONTINGENCIES AND COMMITMENTS:

Year Amount
---- ----------
1994 $2,901,555
1995 2,524,946
1996 1,966,740
1997 1,677,573
1998 1,742,516
Thereafter 6,771,287

<PAGE>

PROVIDENT INVESTMENT COUNSEL
(An S Corporation)

FINANCIAL STATEMENTS

For the years ended December 31, 1992 and 1991

--------------------
<PAGE>

MK&M [Logo] MAGINNIS, KNECHTEL & MCINTYRE
Certified Public Accountants

950 South Arroyo Parkway
Pasadena, CA 91105
818/449-3466
213/684-1327
Fax 818/577-936l

Gerald E. Cunha, C.P.A.
Kenneth R. Hemming, C.P.A.
Morgan B. Knechtel, C.P.A.
Karen A. Moy, C.P.A.
Elliot L. Shell, C.P.A.
Arthur J. Thielen, C.P.A.

INDEPENDENT AUDITORS' REPORT

Board of Directors
Provident Investment Counsel
Pasadena, California

We have audited the accompanying balance sheets of Provident Investment Counsel
(an S corporation) as of December 31, 1992 and 1991 and the related statements
of operations, stockholders' equity and cash flows for the years then ended.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Provident Investment Counsel as
of December 31, 1992 and 1991 and the results of its operations and its cash
flows for the years then ended in conformity with generally accepted accounting
principles.

/s/ Maginnis, Knechtel & McIntyre

Pasadena, California
March 5, 1993

<PAGE>

PROVIDENT INVESTMENT COUNSEL
(An S Corporation)

BALANCE SHEETS
December 31, 1992 and 1991

ASSETS

<TABLE>
<CAPTION>
1992 1991
----------- -----------
<S> <C> <C>
Current assets
Cash and cash equivalents $ 2,735,092 $ 1,779,338
Accounts receivable 9,349,345 7,586,920
Prepaid expenses 147,404 82,638
----------- -----------

Total Current Assets 12,231,841 9,448,878

Advances to mutual funds for start-up costs 100,000 100,000

Investments (Note 2) 462,861 316,195

Notes receivable (Note 3) 265,099 395,146

Property and equipment
Office furniture and equipment 1,764,359 1,034,567
Leasehold improvements 798,279 390,366
Fine arts 89,874 84,208
----------- -----------

2,652,512 1,509,141

Less accumulated depreciation and amortization (1,006,166) (651,562)
----------- -----------

1,646,346 857,579

Deposits and other assets 1,921 1,921
----------- -----------

$14,708,068 $11,119,719
----------- -----------
----------- -----------

</TABLE>

See accompanying notes to financial statements.

<PAGE>

LIABILITIES AND STOCKHOLDERS'EQUITY

1992 1991
----------- ------------
<S> <C> <C>
Current liabilities
Accounts payable $ 582,416 $ 482,545
Accrued bonuses 2,700,875 2,077,411
Profit sharing and 401(k) savings plan (Note 5) 438,336 411,738
Dividends payable 1,501,000 --
Notes payable - stockholders (Note 4) 3,139,000 3,000,000
----------- -----------

Total current liabilities 8,307,627 5,971,694

Accrued rent (Note 8) 746,959 799,893
----------- -----------

Total liabilities 9,054,586 6,771,587

Commitments (Note 8)

Stockholders' equity
Capital stock (Note 8)
Authorized 1,000,000 shares par value $.01,
161,041 and 187,385 shares issued and outstanding,
1992 and 1991, respectively 1,610 1,874
Paid in capital 30,605 35,611
Retained earnings 5,621,267 4,310,647
----------- -----------

Total stockholders' equity 5,653,482 4,348,132
----------- -----------

$14,708,068 $11,119,719
----------- -----------
----------- -----------
</TABLE>

<PAGE>

PROVIDENT INVESTMENT COUNSEL
(An S Corporation)

STATEMENTS OF OPERATIONS

For the years ended December 31, 1992 and 1991

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

<TABLE>
<CAPTION>
1992 1991
----------- -----------
<S> <C> <C>
Revenues
Fee income $59,871,610 $40,018,717
Interest income 759,670 541,872
Other 54,366 1,697
----------- -----------

60,685,646 40,562,286

Costs and expenses
Salaries and benefits 53,177,077 34,528,815
General and administrative expenses 3,603,688 3,307,192
Depreciation and amortization 420,598 246,738
----------- -----------

57,201,363 38,082,745
----------- -----------

Income before income taxes 3,484,283 2,479,541

Provision for income taxes (Note 6) 66,750 85,040
----------- -----------

Net income $ 3,417,533 $ 2,394,501
----------- -----------
----------- -----------
</TABLE>

See accompanying notes to financial statements.

<PAGE>

PROVIDENT INVESTMENT COUNSEL
(An S Corporation)

STATEMENTS OF STOCKHOLDERS'EQUITY

For the years ended December 31, 1992 and 1991

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

<TABLE>
<CAPTION>
Accumulated Other
Capital Paid in adjustments adjustments Retained
stock capital account account earnings Total
------- -------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Balance, December 31, 1990 $ 2,460 $ 46,748 $ 236,025 $ (843,055) $ 3,038,405 $ 2,480,583

Reclassification (680,949) 627,696 53,253 --

Stock redemption (Note 7) (586) (11,137) (515,229) (526,952)

Net income:

Taxable income 2,301,706 2,301,706

Nontaxable interest income 321,875 321,875

Nondeductible expenses (13,580) (271,607) (285,187)

Book and tax timing differences 56,107 56,107
------- -------- ---------- ----------- ----------- -----------

Total net income 2,288,126 106,375 2,394,501

Balance, December 31, 1991 1,874 35,611 1,843,202 (108,984) 2,576,429 4,348,132

Stock redemption (Note 7) (264) (5,006) (605,913) (611,183)

Net income:

Taxable income 3,526,383 3,526,383

Nontaxable interest income 559,389 559,389

Nondeductible expenses (14,317) (397,675) (411,992)

Book and tax timing differences (256,247) (256,247)
---------- ----------- -----------

Total net income 3,512,066 (94,533) 3,417,533

Dividends declared (1,501,000) (1,501,000)
------- -------- ---------- ----------- ----------- -----------

Balance, December 31, 1992 $ 1,610 $ 30,605 $5,355,268 $(1,704,517) $ 1,970,516 $ 5,653,482
------- -------- ---------- ----------- ----------- -----------
------- -------- ---------- ----------- ----------- -----------
</TABLE>

See accompanying notes to financial statements.

<PAGE>

PROVIDENT INVESTMENT COUNSEL
(An S Corporation)

STATEMENTS OF CASH FLOWS

For the years ended December 31, 1992 and 1991

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

<TABLE>
<CAPTION>
1992 1991
----------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 3,417,533 $ 2,394,501
Adjustments to reconcile net income to net
cash provided by operating activities:
Loss on disposal of property and
equipment 2,909 2,179
Loss on investments 38,192 20,655
Depreciation and amortization 420,598 246,738
(Increase) decrease in:
Accounts receivable (1,762,443) (2,645,977)
Prepaid expenses (64,766) (78,559)
Increase (decrease) in:
Accounts payable 45,871 (90,077)
Accrued bonuses 623,464 1,004,129
Profit sharing 29,598 20,353
Accrued rent (52,934) 46,409
----------- -----------

Total adjustments (722,511) (1,474,150)

Net cash provided by
operating activities 2,695,022 920,351

Cash flows from investing activities:
Proceeds from notes receivable - stockholders -- 369,767
Proceeds from notes receivable 130,047 69,215
Distributions from limited partnerships 15,142 18,429
Receipt of advances to mutual funds for start-up costs 100,000 --
Advances to mutual funds for start-up costs (100,000) (100,000)
Purchase of mutual funds (200,000) --
Purchase of property and equipment (1,212,274) (327,875)
Advances on notes receivable -- (412,767)
----------- -----------

Net cash used in investing
activities (1,267,085) (383,231)

</TABLE>

See accompanying notes to financial statements.
<PAGE>

PROVIDENT INVESTMENT COUNSEL
(An S Corporation)

STATEMENTS OF CASH FLOWS, CONTINUED

For the years ended December 31, 1992 and 1991

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

<TABLE>
<CAPTION>
1992 1991
----------- -----------
<S> <C> <C>
Cash flows from financing activities:
Proceeds from notes payable - stockholders $ 3,139,000 $ 3,000,000
Stock redemption (611,183) (526,952)
Payments on bank note payable -- (2,000,000)
Payments on notes payable - stockholders (3,000,000) --
----------- -----------
Net cash provided (used) in financing
activities (472,183) 473,048
----------- -----------

Net increase in cash 955,754 1,010,168

Cash and cash equivalents at beginning of year 1,779,338 769,170
----------- -----------

Cash and cash equivalents at end of year $2,735,092 $ 1,779,338
----------- -----------
----------- -----------

Supplemental disclosures
Taxes paid $ 93,750 $ 11,000
Interest paid 29,524 34,926

</TABLE>

See accompanying notes to financial statements.
<PAGE>

PROVIDENT INVESTMENT COUNSEL
(An S Corporation)

NOTES TO FINANCIAL STATEMENTS

December 31, 1992 and 1991

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

1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of the business

Provident Investment Counsel (the Company) acts as a discretionary
investment manager and is registered under the Investment Advisers Act of
1940.

Revenue recognition

Fee income is recognized in the period for which the Company provides
advisory services. Fees generally are based on a percentage of the market
values of the portfolios under management. Accounts receivable are
considered fully collectable as of December 31, 1992.

Investments

Investments are carried at the lower of cost or market.

Property and equipment

Property and equipment are stated at cost. Depreciation and amortization of
property and equipment are computed on the straight-line and declining
balance methods over the useful lives of the assets, or in the case of
leasehold improvements the life of the lease. These lives range from five
to ten years.

Income tax

The Company, with the consent of its stockholders, has elected under the
Internal Revenue Code to be an S corporation. In lieu of corporation income
taxes, the stockholders of an S corporation are taxed on their
proportionate share of the Company's taxable income. Under those
provisions, the Company does not pay federal corporate income taxes on its
taxable income. Instead, the stockholders are liable for individual federal
income taxes on the Company's taxable income.

The Company has also elected by consent of its stockholders to be taxed
under the California S corporation provisions. Under such regulations the
state corporate tax rate is 2-1/2%.

<PAGE>

PROVIDENT INVESTMENT COUNSEL
(An S Corporation)

NOTES TO FINANCIAL STATEMENTS

December 31, 1992 and 1991

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

1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

Income tax, continued

Amounts provided for state income taxes are based on earnings reported for
financial statement purposes, adjusted for differences between reported
financial and taxable income.

Cash and cash equivalents

For the purpose of the statement of cash flows, the Company considers all
short-term highly liquid investments with original maturities of three
months or less to be cash equivalents.

The Company had uninsured cash balances of $3,107,537 and $1,633,318 at
December 31, 1992 and 1991, respectively.

2 INVESTMENTS

Investments at December 31 consist of:

1992 1991
-------- --------
<S> <C> <C>

Limited partnerships $216,672 $232,340
PIC Pinnacle Growth Fund 100,000 --
PIC Pinnacle Balanced Fund 100,000 --
Common stocks 46,189 83,855
-------- --------

$462,861 $316,195
-------- --------

</TABLE>

The Company uses the equity method of accounting for investments in limited
partnerships. Under this method, investments are stated at cost, adjusted
for the equity in taxable earnings or losses and distributions as reported
by the general partners. These limited partnerships are for a specified
term at which time any cash or stock held by the partnerships will be
distributed to the partners. Management believes the recorded value is not
materially different from the fair market value of these investments.

At December 31, 1992 the aggregate cost of the PIC Pinnacle Funds and
common stocks approximated market.

<PAGE>

PROVIDENT INVESTMENT COUNSEL
(An S Corporation)

NOTES TO FINANCIAL STATEMENTS

December 31, 1992 and 1991

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

3 NOTES RECEIVABLE

Notes receivable are due from:

1992 1991
-------- --------
<S> <C> <C>

Automobile leasing agent $265,099 $357,642
Other -- 37,504
-------- --------

$265,099 $295,146
-------- --------

</TABLE>

During 1991 the Company established a program to fund the purchase of
automobiles leased by the Company. Amounts advanced to the leasing agent
are in the form of notes to be repaid over the life of the lease.

4 NOTES PAYABLE - STOCKHOLDERS

In December 1992 and 1991, certain stockholders made loans to the Company.
The 1992 notes required interest at prime plus 1% while the 1991 notes
required interest at 8% per annum. Principal and interest are due on
demand. The Company repaid these notes in the first quarter of each
subsequent year.

5 PROFIT SHARING AND 401(K) SAVINGS PLAN

All employees are eligible for the Company's qualified profit sharing and
401(k) plan after meeting certain age requirements and one year of
service. Employee contributions to the 401(k) plan are fully vested and
made through a payroll deduction plan. Company contributions to this plan
are made at the discretion of management, and are allocated on the basis of
employee plan participation and ERISA regulations. All Company
contributions are 1 00% vested after three years of service. The Company's
expense was $516,392 and $482,479 for 1992 and 1991, respectively.

6 PROVISION FOR TAXES

Tax expense consists of the following:

1992 1991
-------- --------
<S> <C> <C>

Current
State $ 66,750 $ 85,040
-------- --------

</TABLE>

<PAGE>

PROVIDENT INVESTMENT COUNSEL
(An S Corporation)

NOTES TO FINANCIAL STATEMENTS

December 31, 1992 and 1991

7 STOCK REDEMPTION

In January 1992 and 1991, the Company redeemed shares of its common
stock from certain stockholders as follows:

1992 1991
-------- --------
<S> <C> <C>

Shares redeemed 26,344 58,615
Purchase price $611,183 $526,952

</TABLE>

8 COMMITMENTS

The Company leases its facilities in Pasadena, California under long-term
operating lease agreements. The leases expire in 1999 with two five-year
options to renew and in 1996. Rental payments on the first lease were not
required for several months. The Company recognizes rent expense ratably
over the period of the leases. Accrued rent amounted to $746,959 at
December 31, 1992, which is being amortized over the period in which rental
payments are made. Additionally, the Company leases automobiles for certain
officers and stockholders. Rent expense was $633,363 and $515,395 for the
year ended December 31, 1992 and 1991, respectively. Future minimum rental
payments required are as follows:

1993 $ 777,219
1994 812,116
1995 818,614
1996 690,990
1997 662,370
Thereafter 993,555
----------

$4,754,864
----------
----------

<PAGE>

PROVIDENT INVESTMENT COUNSEL
(An S Corporation)

NOTES TO FINANCIAL STATEMENTS

December 31, 1992 and 1991

8 COMMITMENTS, CONTINUED

Stockholder agreements

An officer of the Company has an employment contract that requires a fixed
salary plus discretionary bonuses, and other benefits. This agreement
requires the officer not to compete with the Company for a period of five
years after retirement. Future minimum payments required under this
contract are as follows:

1993 $ 840,000
1994 840,000
1995 840,000
1996 840,000
1997 495,600
----------

$3,855,600
----------
----------

Other stockholders and officers of the Company have agreements which provide for
payments by the Company in the event of involuntary severance, death or
disability. The Company agrees to pay a percentage of annual revenues or three
years salary, beginning in the period subsequent to the involuntary severance,
death or disability. The Company is self insured for these benefits.

<PAGE>

Provident Investment Counsel, Inc.

FINANCIAL STATEMENTS

December 31, 1993 and 1992

<PAGE>

Board of Directors
Provident Investment Counsel, Inc.
Pasadena, California

INDEPENDENT AUDITOR'S REPORT

We have audited the accompanying balance sheet of Provident Investment Counsel,
Inc. (an S Corporation) as of December 31, 1993, and the related statements of
income, stockholders' equity and cash flows for the year then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit. The financial statements of Provident Investment Counsel, Inc. as of
December 31, 1992, were audited by other auditors whose report dated March 5,
1993, expressed an unqualified opinion on those statements.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Provident Investment Counsel,
Inc. as of December 31, 1993, and the results of their operations and their cash
flows for the year then ended in conformity with generally accepted accounting
principles.

Horsfall, Murphy & Pindroh
Pasadena, California
March 11, 1994

<PAGE>

Provident Investment Counsel
BALANCE SHEETS
December 31, 1993 and 1992

ASSETS

1993 1992
----------- -----------
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 2,120,901 $ 2,735,092
Accounts receivable 11,238,999 9,349,345
Notes receivable 52,896 47,956
Prepaid expenses 239,665 149,325
Advances to stockholders 33,057
----------- -----------
Total current assets 13,685,518 12,281,718
----------- -----------

PROPERTY AND EQUIPMENT
Office furniture and equipment 2,342,318 1,764,359
Leasehold improvements 808,233 798,279
Fine arts 103,957 89,874
----------- -----------
3,254,508 2,652,512
Less, accumulated depreciation 1,454,584 1,006,166
----------- -----------
Total property and equipment 1,799,924 1,646,346
----------- -----------

OTHER ASSETS
Notes receivable, net of current portion 162,244 217,143
Advances to mutual funds 50,000 100,000
Investments 698,778 462,861
----------- -----------
Total other assets 911,022 780,004
----------- -----------
$ 16,396,464 $ 14,708,068
----------- -----------
----------- -----------

</TABLE>

The accompanying notes are an integral part of this statement.

See Accountant's Audit Report

<PAGE>

LIABILITIES AND STOCKHOLDERS' EQUITY

1993 1992
---------- ----------
<S> <C> <C>
CURRENT LIABILITIES
Accounts payable $ 640,311 $ 455,013
Notes payable - stockholders 6,448,000 3,139,000
Accrued payroll 914,646 2,700,875
Accrued pension plan contributions 634,536 438,336
Accrued rent 93,223 52,934
Income taxes payable 65,688 73,403
Dividends payable 2,500,000 1,501,000
---------- ----------
Total current liabilities 11,296,404 8,360,561
---------- ----------
LONG-TERM LIABILITIES
Accrued rent, net of current portion 600,803 694,025
---------- ----------
Total liabilities 11,897,207 9,054,586
---------- ----------
STOCKHOLDERS' EQUITY
Common stock, $.01 par value, 1,000,000
shares authorized, 166,021 and 161,041
shares issued and outstanding, 1993
and 1992, respectively 1,660 1,610
Paid-in capital 141,858 30,605
Retained earnings 4,355,739 5,621,267
---------- ----------
Total stockholders' equity 4,499,257 5,653,482
---------- ----------
$ 16,396,464 $ 14,708,068
---------- ----------
---------- ----------

</TABLE>

<PAGE>

Provident Investment Counsel
STATEMENTS OF INCOME
For the Years Ended December 31, 1993 and 1992

<TABLE>
<CAPTION>
1993 1992
----------- -----------
<S> <C> <C>
Fee income $ 78,844,737 $ 59,871,610

Operating expenses
Salaries and benefits 70,284,042 53,177,077
General and administrative 5,604,391 4,024,286
----------- -----------
75,888,433 57,201,363
----------- -----------
Operating income 2,956,304 2,670,247

Other income
Interest 273,298 759,670
Miscellaneous 39,914 54,366
----------- -----------
Income before taxes 3,269,516 3,484,283

Income tax expense 91,878 66,750
----------- -----------
Net income $ 3,177,638 $ 3,417,533
----------- -----------
----------- -----------
</TABLE>

The accompanying notes are an integral part of this statement.

See Accountant's Audit Report
<PAGE>

Provident Investment Counsel
STATEMENTS OF STOCKHOLDERS' EQUITY
For the Years Ended December 31, 1993 and 1992

<TABLE>
<CAPTION>
Capital Paid-in Retained
Stock Capital Earnings Total
------- -------- ---------- -----------
<S> <C> <C> <C> <C>
Balance, December 31, 1991 $ 1,874 $ 35,611 $ 4,310,647 $ 4,348,132

Stock redemption (264) (5,006) (605,913) (611,183)

Net income,
December 31, 1992 3,417,533 3,417,533

Dividends declared (1,501,000) (1,501,000)
------- -------- ---------- ----------
Balance, December 31, 1992 1,610 30,605 5,621,267 5,653,482

Stock issuance 50 111,253 111,303

Net income,
December 31, 1993 3,177,638 3,177,638

Dividends declared (4,443,166) (4,443,166)
------- -------- ---------- ----------
Balance, December 31, 1993 $ 1,660 $ 141,858 $ 4,355,739 $ 4,499,257
------- -------- ---------- ----------
------- -------- ---------- ----------
</TABLE>

The accompanying notes are an integral part of this statement.

See Accountant's Audit Report
<PAGE>

Provident Investment Counsel
STATEMENT OF CASH FLOWS
For the Years Ended December 31, 1993 and 1992

<TABLE>
<CAPTION>
1993 1992
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 3,177,638 $ 3,417,533
Adjustments to reconcile net income to net
cash provided by operating activities:
Loss on disposal of assets 42,176 2,909
Loss on investments 38,192
Depreciation expense 605,347 420,598
(Increase) decrease in:
Accounts receivable (1,889,654) (1,762,443)
Prepaid expenses (90,340) (64,766)
Advances to stockholders (33,057)
Advances to mutual funds 50,000
Increase (decrease) in:
Accounts payable 185,298 45,871
Accrued payroll (1,786,229) 623,464
Accrued pension plan contributions 196,200 26,598
Accrued rent (52,933) (52,934)
Income taxes payable (7,715)
----------- -----------

Net cash provided by operating activities 396,731 2,695,022

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of equipment (804,701) (1,212,274)
Proceeds from sale of equipment 3,600
Proceeds from notes receivable 49,959 130,047
Distributions from limited partnerships 14,083 15,142
Investment in mutual fund (250,000) (200,000)
----------- -----------

Net cash used in investing activities (987,059) (1,267,085)

CASH FLOWS FROM FINANCING ACTIVITIES
Dividends paid (3,444,166)
Payments on notes payable - stockholders (15,229,000) (3,000,000)
Proceeds from notes payable - stockholders 18,538,000 3,139,000
Proceeds from issuance of stock 111,303
Payments on stock redemption (611,183)
----------- -----------
Net cash used in financing activities (23,863) (472,183)
----------- -----------
Net decrease in cash (614,191) 955,754

Cash and cash equivalents, beginning of year 2,735,092 1,779,338
----------- -----------
Cash and cash equivalents, end of year $ 2,120,901 $ 2,735,092
----------- -----------
----------- -----------
</TABLE>

The accompanying notes are an integral part of this statement.

See Accountant's Audit Report

<PAGE>

Provident Investment Counsel
NOTES TO FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BUSINESS ACTIVITY

Provident Investment Counsel (the Company) acts as a discretionary investment
manager and is registered under the Investment Advisors Act of 1940.

REVENUE RECOGNITION

Investment management fees are a function of portfolio values under management.
Income is recognized in the period for which advisory services are provided.
Accounts receivable are considered fully collectable as of December 31, 1993.

INVESTMENTS

Investments are carried at the lower of aggregate cost or market.

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost and depreciated using both declining
and straight-line methods over their estimated useful lives, which range from
three to ten years. Depreciation expense was $605,347 and $420,598 for the
years ended December 31, 1993 and 1992, respectively.

INCOME TAXES

In 1989, the Company elected to be treated as a Small Business Corporation for
both federal and California income tax purposes. Under this arrangement the
Corporation's stockholders are taxed directly on the Corporation's taxable
income for federal and state purposes. Therefore, a provision has been made
only for an additional California franchise tax imposed at the corporate level.

The Company provides for the income tax effect of transactions reported in the
financial statements. The provision includes only taxes currently due. The tax
effect of temporary differences between book and taxable income are immaterial
to the financial statements and therefore no deferred taxes have been
recognized.

A new method of computing deferred income taxes was adopted beginning with the
year ended December 31, 1993, as mandated by Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes" (SFAS 109). The cumulative
effect of this change on the year ended December 31, 1992 is not material to
these financial statements, and is included in net income for the year ended
December 31, 1993.

<PAGE>

Provident Investment Counsel
NOTES TO FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

CASH AND CASH EQUIVALENTS

For the statement of cash flows, the Company defines cash equivalents as
short-term, highly liquid investments that are both readily convertible to
cash,and so near to maturity that the risk of changes in value because of
interest rate fluctuations is insignificant.

RECLASSIFICATIONS

Certain amounts in 1992 have been reclassified to conform with the 1993
presentation.

2. INVESTMENTS

Investments for each year ending December 31, are as follows:

1993 1992
--------- ---------
<S> <C> <C>

Limited partnerships $ 193,748 $ 216,672
Hedge fund 250,000
Mutual fund 200,000 200,000
Common stocks 55,030 46,189
--------- ---------
$ 698,778 $ 462,861
--------- ---------
--------- ---------

</TABLE>

The Company uses the equity method of accounting for investments in limited
partnerships. Under this method, investments are originally stated at cost and
adjusted for the Company's share of earnings or losses and distributions as
reported by the general partners. These limited partnerships are for a
specified term at which time any cash or stock held by the partnerships will be
distributed to the partners. Management believes the recorded value of the
partnership interests are not materially different from the fair market value of
these investments. The aggregate cost of the mutual funds, hedge fund and
common stock approximate fair market value.

3. NOTES RECEIVABLE

The Company has established a program to lease automobiles previously owned by
employees of the Company. The Company funded, through a leasing agent, the
purchase of the vehicles in exchange for notes receivable. The respective notes
are to be repaid by the agent over the terms of the leases.

<PAGE>

Provident Investment Counsel
NOTES TO FINANCIAL STATEMENTS

4. NOTES PAYABLE - STOCKHOLDERS

In December 1993 and 1992, certain stockholders made loans to the Company. The
1993 notes required interest at prime while the 1992 notes required interest at
prime plus 1%, per annum. Principal and interest are due on demand.

5. PROFIT SHARING AND 401(k) SAVINGS PLAN

The Company provides a qualified profit sharing and 401(k) retirement plan
covering substantially all of its full time employees with one full year of
service. The Company's profit sharing contribution is based upon a percentage
of the participants' compensation, determined at the discretion of the Board of
Directors. The Company also matches 75% of employee elected salary
contributions to the plan up to a maximum 4% of annual salary. Participants
become 100% vested in their share of company contributions after three years of
service. Contributions to the plan for the years ended December 31, 1993 and
1992 were $702,042 and $516,392, respectively.

6. CASH AND CASH EQUIVALENTS

Cash balances held in banks are insured up to $100,000 by the Federal Depository
Insurance Corporation. Other funds of the Company, those described as cash
equivalents, are uninsured. In the aggregate the Company had uninsured cash
balances of $2,367,585 and $3,107,537 at December 31, 1993 and 1992,
respectively.

Supplemental disclosures of cash flow information are:

NONCASH FINANCING ACTIVITIES

The Company declared dividends of $2,500,000 and $1,501,000 for the years ended
December 31, 1993 and 1992, respectively.

INTEREST AND INCOME TAXES PAID

Cash paid for interest and income taxes was as follows for the years ended
December 31:

Interest $ 203,444 $ 29,524
Income taxes $ 101,630 $ 93,750

</TABLE>

<PAGE>

Provident Investment Counsel
NOTES TO FINANCIAL STATEMENTS

7. STOCK REDEMPTION

In January 1992, the Company redeemed 26,344 shares of its common stock from
certain stockholders for $611,183.

8. STOCK ISSUANCE

In January 1993, the Company issued 4,980 shares of its common stock to certain
employees for $111,303.

9. COMMITMENTS

LEASES

The Company leases its facilities in Pasadena, California under a noncancellable
ten year operating lease agreement. The lease expires in 1999 with two
five-year options to renew. At the inception of the lease the Company was
granted an incentive of several months free rent. Rent expense is being
recognized on a straight-line basis over the lease term in accordance with
Statement of Financial Accounting Standards No. 13, "Accounting For Leases"
(SFAS 13). As of December 31, 1993 the difference between future minimum
rentals and future expense recognizable was $694,026 and has been recorded as
accrued rent. The Company also subleases additional space under a
noncancellable operating lease agreement which expires in 1996. Rent expense
under these agreements amounted to $742,970 and $633,367 for the years ended
December 31, 1993 and 1992, respectively.

The Company also leases automobiles for certain stockholders under various
operating lease agreements through 1997.

The following is a summary of future minimum lease commitments, excluding
property taxes, for the years ending December 31:

1994 $ 833,268
1995 847,857
1996 707,480
1997 663,214
1998 662,370
Subsequent 331,185
-----------
$ 4,045,374
-----------
-----------

<PAGE>

Provident Investment Counsel
NOTES TO FINANCIAL STATEMENTS

9. COMMITMENTS (Continued)

STOCKHOLDER AGREEMENTS

The stockholders have entered into compensation agreements whereby the Company
has agreed to provide additional benefits to them in the event of involuntary
termination or disability. The Company has agreed to pay as additional
compensation, an amount equal to the stockholders annual compensation for the
calendar year immediately preceding the year of involuntary termination. The
stockholders will receive an amount equal to 150 percent of their annual
compensation, for the calendar year immediately preceding the year of
termination, due to disability. The Company has also executed an employment
agreement with one of its stockholders, which requires minimum annual salary
levels of $840,000 through July of 1997, in consideration for past, present and
future services along with a covenant not to compete for five years after July
of 1997.

<PAGE>

Provident Investment Counsel, Inc.

FINANCIAL STATEMENTS

September 30, 1994 (Unaudited)
and
December 31, 1993 (Audited)

<PAGE>

Provident Investment Counsel, Inc.
BALANCE SHEETS

ASSETS

September 30, December 31,
1994 1993
(Unaudited) (Audited)
--------------- ---------------

<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $24,979,454 $ 2,120,901
Accounts receivable 10,210,934 11,238,999
Notes receivable 44,976 52,896
Prepaid expenses 264,413 239,665
Advances to stockholders 53,866 33,057
----------- -----------
Total current assets 35,553,643 13,685,518

PROPERTY AND EQUIPMENT
Office furniture and equipment 2,935,141 2,342,318
Leasehold improvements 892,483 808,233
Fine arts 103,957 103,957
---------- -----------
3,931,581 3,254,508
Less: accumulated depreciation 1,964,296 1,454,584
---------- -----------
Total property and equipment 1,967,285 1,799,924
---------- -----------
OTHER ASSETS
Notes receivable, net of current
portion 156,711 162,244
Other receivables 433,500
Advances to mutual funds 50,000
Investments 776,041 698,778
Deferred charges 59,904
----------- -----------

Total other assets 1,426,156 911,022
----------- -----------

$38,947,084 $16,396,464
----------- -----------
----------- -----------
</TABLE>

The accompanying notes are an integral part of this statement.
<PAGE>

LIABILITIES AND STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
September 30, December 31,
1994 1993
(Unaudited) (Audited)
--------------- ------------
<S> <C> <C>
CURRENT LIABILITIES
Accounts payable $ 124,647 $ 640,311
Notes payable - stockholders' 6,448,000
Accrued payroll 612,641 914,646
Accrued pension plan contributions 596,048 634,536
Lease incentive 133,512 93,223
Income taxes payable 493,973 65,688
Dividends payable 2,500,000
----------- -----------
Total current liabilities 1,960,821 11,296,404
----------- -----------
LONG-TERM LIABILITIES
Lease incentive, net of current
portion 520,813 600,803
----------- -----------
Total liabilities 2,481,634 11,897,207
----------- -----------
STOCKHOLDERS' EQUITY
Common stock, $.01 par value,
1,000,000 shares authorized,
166,021 shares issued and
outstanding 1,660 1,660
Paid-in capital 141,858 141,858
Retained earnings 36,321,932 4,355,739
----------- -----------
Total stockholders' equity 36,465,450 4,499,257
----------- -----------
$38,947,084 $16,396,464
----------- -----------
----------- -----------
</TABLE>

<PAGE>

Provident Investment Counsel, Inc.
STATEMENTS OF INCOME

<TABLE>
<CAPTION>
Nine Months Nine Months
Ended Ended
September 30, September 30,
1994 1993
(Unaudited) (Unaudited)
------------- -------------
<S> <C> <C>
Fee income $60,025,094 $56,234,629

Operating expenses
Salaries and benefits 22,764,999 38,094,457
General and administrative 4,958,208 6,179,043
----------- -----------

Total operating expense 27,723,207 44,273,500
----------- -----------

Net operating income 32,301,887 11,961,129

Other income
Interest 149,086 158,582
Miscellaneous 13,505 -
----------- -----------

Income before taxes 32,464,478 12,119,711

Income tax expense 498,285 43,630
----------- -----------

Net income $31,966,193 $12,076,081
----------- -----------
----------- -----------
</TABLE>

The accompanying notes are an integral part of this statement.
<PAGE>

Provident Investment Counsel, Inc.
STATEMENTS OF STOCKHOLDERS' EQUITY
For the Nine Months Ended September 30, 1994 (Unaudited)
and the Year Ended December 31, 1993 (Audited)

<TABLE>
<CAPTION>
Capital Paid-in Retained
Stock Capital Earnings Total
------- --------- ---------- ------------
<S> <C> <C> <C> <C>
Balance, December 31, 1992 $1,610 $30,605 $5,621,267 $5,653,482

Stock issuance 50 111,253 111,303

Net income, for the year ended
December 31, 1993 3,177,638 3,177,638

Dividends declared (4,443,166) (4,443,166)
------- --------- ---------- ----------
Balance, December 31, 1993 1,660 141,858 4,355,739 4,499,257

Net income, for the
nine months ended
September 30, 1994 31,966,193 31,966,193
------- --------- ---------- ----------
Balance, September 30, 1994 $1,660 $141,858 $36,321,932 $36,465,450
------- --------- ----------- -----------
------- --------- ----------- -----------

</TABLE>

<PAGE>

Provident Investment Counsel, Inc.
STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
Nine Months Nine Months
Ended Ended
September 30, September 30,
1994 1993
(Unaudited) (Unaudited)
-------------- -------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $31,966,193 $12,716,082
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation expense 509,712 541,800
(Increase) decrease in:
Accounts receivable 1,028,065 152,236
Prepaid expenses (24,748) 73,356
Advances to stockholders (20,809) -
Advances to mutual funds 50,000 -
Deferred charges (59,904) 68,491
Other receivables (433,499) (1,921)
Increase (decrease) in:
Accounts payable (515,664) (114,217)
Accrued payroll (302,005) (2,646,321)
Accrued pension plan contribution (38,488) (438,336)
Lease incentive (39,701) (39,700)
Income taxes payable 428,285 (73,403)
Deferred income - 67,981
------------ -----------

Net cash provided by operating activities 32,547,437 10,306,048

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of equipment (677,074) (448,999)
Proceeds from notes receivable 13,453 31,379
Proceeds from sale of investments 2,962 -
Distributions from limited partnerships 24,401 -
Investment in mutual fund (100,000) -
Investment in stocks (4,626) -
Investment in partnerships - (240,450)
------------ -----------

Net cash used in investing activities (740,884) (658,070)

CASH FLOWS FROM FINANCING ACTIVITIES
Dividends paid (2,500,000) (3,444,167)
Payments on notes payable - stockholders (6,448,000) (3,139,000)
Proceeds from issuance of common stock - 111,304
------------ -----------

Net cash used in financing activities (8,948,000) (6,471,863)
------------ -----------

Net increase in cash 22,858,553 3,176,115

Cash and cash equivalents, beginning of period 2,120,901 2,735,092
------------ -----------

Cash and cash equivalents, end of period $24,979,454 $ 5,911,207
------------ -----------
------------ -----------
</TABLE>

The accompanying notes are an integral part of this statement.
<PAGE>

Provident Investment Counsel, Inc.
NOTES TO FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BUSINESS ACTIVITY

Provident Investment Counsel (the Company) acts as a discretionary
investment manager and is registered under the Investment Advisors Act of
1940.

REVENUE RECOGNITION

Investment management fees are a function of portfolio values under
management. Income is recognized in the period for which advisory services
are provided. Accounts receivable are considered fully collectable as of
September 30, 1994.

INVESTMENTS

Investments are carried at the lower of aggregate cost or market.

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost and depreciated using both
declining and straight-line methods over their estimated useful lives, which
range from three to ten years. Depreciation expense was $509,712
(unaudited) and $605,347 (audited) for the nine months ended September 30,
1994 and the year ended December 31, 1993, respectively.

INCOME TAXES

In 1989, the Company elected to be treated as a Small Business Corporation
for both federal and California income tax purposes. Under this arrangement
the Corporation's stockholders are taxed directly on the Corporation's
taxable income for federal and state purposes. Therefore, a provision has
been made only for an additional California franchise tax imposed at the
corporate level.

The Company provides for the income tax effect of transactions reported in
the financial statements. The provision includes only taxes currently due.
The tax effect of temporary differences between book and taxable income are
immaterial to the financial statements and therefore no deferred taxes have
been recognized.

A new method of computing deferred income taxes was adopted beginning with
the year ended December 31, 1993, as mandated by Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes" (SFAS 109). The
cumulative effect of this change is included in net income for the year
ended December 31, 1993, and is not considered to be material to these
financial statements.

<PAGE>

Provident Investment Counsel, Inc.
NOTES TO FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

CASH AND CASH EQUIVALENTS

For the statement of cash flows, the Company defines cash equivalents as
short-term, highly liquid investments that are both readily convertible to
cash, and so near to maturity that the risk of changes in value because of
interest rate fluctuations is insignificant.

CURRENT ACCOUNTING PRONOUNCEMENTS

In May 1993, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Standards No. 115, "Accounting for Certain
Investments in Debt and Equity Securities" ("SFAS 115"). SFAS 115 requires
that investments be classified as "held to maturity", "available for sale"
or "trading securities". The statement defines investments in securities as
"held to maturity" based upon a positive intent and ability to hold those
securities to maturity. Investments held to maturity would be reported at
amortized cost. Debt and equity securities that are bought and held
principally for the purpose of selling them in the near term are classified
as "trading securities" and would be reported at fair value, with unrealized
gains and losses included in operations. Equity and debt securities not
classified as "held to maturity" or "trading securities" are classified as
"available for sale" and would be recorded at fair value, with unrealized
gains and losses excluded from operations and reported as a separate
component of stockholders' equity. SFAS 115 is effective for fiscal years
beginning after December 15, 1993. The Company does not believe that the
implementation of SFAS 115 will have a material effect on the financial
statements.

RECLASSIFICATIONS

Certain amounts in the December 31, 1993 financial statements have been
reclassified to conform with the September 30, 1994 presentation.

2. CASH AND CASH EQUIVALENTS

Cash balances held in banks are insured up to $100,000 by the Federal
Depository Insurance Corporation. Other funds of the Company, those
described as cash equivalents, are uninsured. In the aggregate, the Company
had uninsured cash balances of $25,244,734 (unaudited) and $2,367,585
(audited) at September 30, 1994 and December 31, 1993, respectively.

Supplemental disclosures of cash flow information are:

NONCASH FINANCING ACTIVITIES

During fiscal 1993, the Company declared a total of $4,443,166 (audited)
in dividends, of which $1,943,166 (audited) was paid as of December 31,
1993. No dividends have been declared for the nine months ended September
30, 1994.
<PAGE>

Provident Investment Counsel, Inc.
NOTES TO FINANCIAL STATEMENTS

2. CASH AND CASH EQUIVALENTS (Continued)

INTEREST AND INCOME TAXES PAID

Cash paid for interest and income taxes was as follows for the periods
ended:

Nine Months Year
Ended Ended
September 30, December 31,
1994 1993
(Unaudited) (Audited)
------------- -------------
<S> <C> <C>
Interest $ 346,329 $ 203,444
Income taxes $ 70,000 $ 101,630

</TABLE>

3. ACCOUNTS RECEIVABLE

The Company had accounts receivable that comprised more than 5% of the total
accounts receivable at September 30, 1994 and December 31, 1993 from the
following entities :

September 30, 1994 (unaudited) Accounts
------------------------------ Receivable
Entity Balance
------ ----------
<S> <C>
Central States Pension $ 606,347
New York State Retirement 564,256

December 31, 1993 (audited)
---------------------------

GTE Corporation 704,641
Pennsylvania SERS 1,533,564

</TABLE>

4. NOTES RECEIVABLE

The Company has established a program to lease automobiles previously owned
by employees of the Company. The Company funded, through a leasing agent,
the purchase of the vehicles in exchange for notes receivable. The
respective notes are to be repaid by the agent over the terms of the leases.

<PAGE>

Provident Investment Counsel, Inc.
NOTES TO FINANCIAL STATEMENTS

5. INVESTMENTS

Investments at each period are as follows:

September 30, December 31,
1994 1993
(Unaudited) (Audited)
-------------- -------------
<S> <C> <C>
Limited partnerships $ 169,347 $ 193,748
Hedge fund 250,000 250,000
Mutual funds 300,000 200,000
Common stocks 56,694 55,030
------- -------
$ 776,041 $ 698,778
------- -------
------- -------

</TABLE>

The Company uses the equity method of accounting for investments in limited
partnerships. Under this method, investments are originally stated at cost
and adjusted for the Company's share of earnings or losses and distributions
as reported by the general partners. These limited partnerships are for a
specified term at which time any cash or stock held by the partnerships will
be distributed to the partners. Management believes the recorded value of
the partnership interests are not materially different from the fair market
value of these investments. The aggregate cost of the mutual funds, hedge
fund and common stock approximate fair market value.

6. OTHER RECEIVABLES

At September 30, 1994, the Company had a receivable of $433,500 (unaudited)
from Arthur J. Gallagher for indemnification of an errors and omissions loss
in excess of its deductible. The Company's management believes that the
receivable is fully collectible as of September 30, 1994.

7. NOTES PAYABLE - STOCKHOLDERS'

At December 1993, certain stockholders made loans to the Company. The loans
required interest payment at prime rate. At September 30, 1994, the loans
have been paid-off.

8. PROFIT SHARING AND 401(k) SAVINGS PLAN

The Company provides a qualified profit sharing and 401(k) retirement plan
(the Plan) covering substantially all of its full time employees with one
full year of service. For fiscal 1994, the Company will match 92.41% of
employee elected salary contributions to the Plan up to a maximum 6% of
annual salary. The Company's profit sharing contribution to the Plan is
based upon a percentage of the participants' compensation, determined at the
discretion of the Board of Directors. Participants become 100% vested in
their share of company contributions after three years of service. Cost
recognized for the Plan for the nine months ended September 30, 1994 and the
year ended December 31, 1993 are $755,331 (unaudited) and $702,042
(audited), respectively.

<PAGE>

Provident Investment Counsel, Inc.
NOTES TO FINANCIAL STATEMENTS

9. STOCK ISSUANCE

In January 1993, the Company issued 4,980 shares of its common stock to
certain employees for $111,303 (audited).

10. COMMITMENTS

LEASES

The Company leases its facilities in Pasadena, California under a
noncancellable ten year operating lease agreement. The lease expires in
1999 with two five-year options to renew. At the inception of the lease the
Company was granted an incentive of several months free rent. The lease
incentive is being recognized on a straight-line basis over the lease term
in accordance with Financial Accounting Standards Board Technical Bulletin
No. 88-1 "Issues relating to Accounting for Leases". As of
September 30, 1994, the difference between future minimum rentals and future
expense recognizable was $654,325 (unaudited) and has been recorded as a
lease incentive. The Company also subleases additional space under a
noncancellable operating lease agreements which expires in 1996. Rent
expense under these agreements amounted to $686,122 (unaudited) and $742,970
(audited) for the nine months ended September 30, 1994 and the year ended
December 31, 1993, respectively.

The Company also leases automobiles for certain stockholders under various
operating lease agreements through 1996.

The following is a summary of future minimum lease commitments, excluding
property taxes, for the years ending September 30 (unaudited):

<TABLE>

<S> <C>
1995 $ 985,666
1996 801,106
1997 666,493
1998 662,370
1999 496,778
---------
$3,612,413
----------
----------

</TABLE>

STOCKHOLDER AGREEMENTS

The stockholders have entered into compensation agreements whereby the
Company has agreed to provide additional benefits to them in the event of
involuntary termination or disability. The Company has agreed to pay as
additional compensation, an amount equal to the stockholder's annual
compensation for the calendar year immediately preceding the year of
involuntary termination. The stockholders will receive an amount equal to
150 percent of their annual compensation, for the calendar year immediately
preceding the year of termination, due to disability. The Company has also
executed an employment agreement with one of its stockholders, which
requires minimum annual salary levels of $840,000 through July of 1997, in
consideration for past, present and future services along with a covenant
not to compete for five years after July of 1997.

<PAGE>

Provident Investment Counsel, Inc.
NOTES TO FINANCIAL STATEMENTS

11. SUBSEQUENT EVENTS

At November 4, 1994, the Company anticipates selling its assets, except as
set forth in Schedule 8 to the Acquisition Agreement, and business to United
Asset Management Corporation (UAM) as of November 10, 1994. UAM will
immediately contribute the Company's assets and business to Newco (a wholly-
subsidiary of UAM) which will continue to conduct the business of the
Company. In exchange for the assets and business of the Company, the
Stockholders' will receive, subject to adjustment under the terms of the
Acquisition Agreement: $277.4 million dollars in cash; $20.8 million in UAM
Non-Negotiable Seven-Year 6 1/2% Subordinated Note; a Warrant Agreement and
a Warrant Certificate evidencing the right to purchase 459,385 shares of
UAM's Common Stock, $.01 par value (exercisable in accordance with the
Warrant Agreement at $45.31 per share); $71.6 million of UAM Common Stock,
$.01 par value; and a Contingent Payment whose value is still undetermined
as of November 4, 1994. The Stockholders' of the Company, concurrently with
the Acquisition Agreement, will execute Employment Agreements with UAM, will
agree to non-competition Acquisition Agreement covenants, and will become
key employees of Newco.

<PAGE>

<TABLE>
<CAPTION>
UNITED ASSET MANAGEMENT CORPORATION

SUMMARY OF HISTORICAL AND PRO FORMA FINANCIAL HIGHLIGHTS
(In thousands, except per share data)

Pro Forma Combined
UAM Historical (Unaudited)
------------------------------------- -----------------------------------
Nine Months Nine Months
Year Ended Ended Year Ended Ended
December 31, September 30, December 31, September 30,
1993 1994 1993 1994
-------------- --------------- ------------- --------------
<S> <C> <C> <C> <C>
Operating Results:

Revenues $449,858 $355,787 $601,395 $471,906

Amortization of Cost Assigned
to Contracts Acquired* $ 48,493 $ 40,200 $ 81,141 $ 66,803

Operating Income $109,705 $ 85,945 $147,598 $113,434

Net Income $ 53,287 $ 43,954 $ 60,469 $ 46,535

Primary Earnings per Share $1.85 $1.49 $1.96 $1.51

Fully Diluted Earnings per
Share $1.83 $1.48 $1.94 $1.51

Operating Cash Flow (Net
income plus amortization
and depreciation)** $107,397 $ 88,306 $148,519 $118,572

<FN>

* Amortization of Cost Assigned to Contracts Acquired on a Per Share Basis
------------------------------------------------------------------------
Amortization of cost assigned to contracts acquired on a per share
basis was $1.67 for the year ended December 31, 1993, $2.55 on a pro
forma combined basis for the year ended December 31, 1993, $1.35 for
the nine months ended September 30, 1994 and $2.06 based on a pro
forma combined basis for the nine months ended September 30, 1994.
These amounts have been calculated by dividing total amortization by
the same number of shares used in the fully diluted earnings per share
calculation.

** Operating Cash Flow
-------------------
Management uses Operating Cash Flow not to the exclusion of net
income, but rather as an additional important measure of UAM's
performance.
</TABLE>

P-1
<PAGE>

UNITED ASSET MANAGEMENT CORPORATION

PRO FORMA CONDENSED COMBINED BALANCE SHEET

(Unaudited)
December 31, 1993
(In thousands)

The following unaudited pro forma condensed combined balance sheet is based
upon the consolidated balance sheet of United Asset Management Corporation and
subsidiaries (UAM) as of December 31, 1993, and the balance sheets of JMB
Institutional Realty (JMB) and Provident Investment Counsel (PIC) as of
December 31, 1993, and has been prepared to reflect the pending acquisitions of
JMB and PIC by UAM as if they had been consummated as of December 31, 1993,
after giving effect to the pro forma adjustments described in Note 1.

This statement should be read in conjunction with the financial statements
and notes of the businesses pending acquisition as outlined in Item 7(a) in the
index of this Form 8-K and with UAM's consolidated financial statements and
notes thereto included in its report on Form 10-K for the year ended
December 31, 1993.

P-2
<PAGE>

<TABLE>
<CAPTION>
UNITED ASSET MANAGEMENT CORPORATION

PRO FORMA CONDENSED COMBINED BALANCE SHEET

(Unaudited)
December 31, 1993
(In thousands)

Pro Forma Adjustments
--------------------- Pro Forma
UAM JMB PIC JMB PIC Combined
--- --- --- --- --- --------
<S> <C> <C> <C> <C> <C> <C>
ASSETS

Current assets . . . . . . . . $143,421 $62,756 $13,686 $(60,884)(a) $ (5,584)(a) $ 153,395
Fixed assets, net. . . . . . . 14,994 3,139 1,800 19,933
Cost assigned to contracts
acquired, net. . . . . . . . 461,705 - - 203,540 (b) 316,558 (b) 981,803

Other assets . . . . . . . . . 55,680 - 911 (911)(a) 55,680
-------- ------- ------- ----------
Total assets . . . . . . . . . $675,800 $65,895 $16,397 $1,210,811
-------- ------- ------- ----------
-------- ------- ------- ----------

LIABILITIES AND STOCKHOLDERS'
EQUITY

Current liabilities. . . . . . $ 78,500 $ 3,637 $11,296 (3,637)(a) (11,296)(a) $ 78,500
Senior notes payable . . . . . 80,000 - - 140,429 (c) 244,276 (c) 464,705
Subordinated notes payable . . 130,551 - - 65,533 (d) 19,219 (d) 215,303
Deferred income taxes
and other. . . . . . . . . . 33,738 1,811 601 (1,811)(a) (601)(a) 33,738
-------- ------- ------- ----------
Total liabilities. . . . . . . 322,789 5,448 11,897 792,246

Stockholders' equity:
Total paid-in capital. . . . 234,029 - 144 2,589 (g) 62,821(e,f,g) 299,583
Retained earnings. . . . . . 118,982 60,447 4,356 (60,447)(e) (4,356)(e) 118,982
-------- ------- ------- ----------
Total stockholders' equity . . 353,011 60,447 4,500 418,565
-------- ------- ------- ----------
Total liabilities and
stockholders' equity . . . . $675,800 $65,895 $16,397 $1,210,811
-------- ------- ------- ----------
-------- ------- ------- ----------
</TABLE>

See Note to Pro Forma Condensed Combined Balance Sheet.

P-3
<PAGE>

UNITED ASSET MANAGEMENT CORPORATION

NOTE TO PRO FORMA CONDENSED COMBINED BALANCE SHEET

(Unaudited)
December 31, 1993

NOTE 1

The pro forma condensed combined balance sheet has been prepared to reflect
the pending acquisitions of JMB and PIC, which are being accounted for as
purchases. The actual purchase price of JMB and PIC will be based on an
annualized level of revenues as of each respective date of acquisition. For
purposes of the pro forma condensed combined balance sheet, the purchase prices
of JMB and PIC, as contemplated in each of the respective acquisition
agreements, have been adjusted to give effect to the level of annualized
revenues at December 31, 1993. The allocation of the purchase price to
identifiable assets and liabilities based on their fair values has not been
completed for either acquisition.

Pro forma adjustments have been made to reflect:

(a) the net assets to be acquired in connection with the acquisitions of JMB
and PIC.

(b) the purchase prices ascribed to the contracts acquired at JMB and PIC as of
the acquisition date. It is assumed that the historical carrying value of
all assets, other than the value of contracts acquired, is equal to the
fair value of those assets at the date of acquisitions.

(c) the assumed borrowing under UAM's Amended and Restated Reducing Credit
Agreement in an amount equal to the portion of the consideration paid in
cash for the businesses being acquired and to key employees for signing
long-term employment contracts.

(d) the issuance to JMB and PIC of 6.5% seven year subordinated notes.

(e) the elimination of JMB's and PIC's stockholders' equity in consolidation.

(f) the value of common stock to be issued in connection with the acquisition
of PIC.

(g) the estimated value of the UAM warrants to be issued to JMB and PIC.

P-4
<PAGE>

UNITED ASSET MANAGEMENT CORPORATION

PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

(Unaudited)
For the Year Ended December 31, 1993
(In thousands, except per share data)

The following unaudited pro forma condensed combined statement of
operations is based upon the consolidated results of operations of United Asset
Management Corporation and subsidiaries (UAM) for the year ended December 31,
1993 and the results of operations of JMB Institutional Realty (JMB) and
Provident Investment Counsel (PIC) for the year ended December 31, 1993. To
reflect the pending acquisitions of JMB and PIC by UAM, this statement combines
the results of operations of UAM for the year ended December 31, 1993, with
those of JMB and PIC as if these companies had been acquired on January 1, 1993
and gives effect to the pro forma adjustments described in Notes 1 and 2.

This statement should be read in conjunction with the financial statements
and notes of the businesses pending acquisition as outlined in Item 7(a) in the
index to this Form 8-K and with UAM's consolidated financial statements and
notes thereto included in its report on Form 10-K for the year ended December
31, 1993.

P-5
<PAGE>

<TABLE>
<CAPTION>
UNITED ASSET MANAGEMENT CORPORATION

PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

(Unaudited)
For the Year Ended December 31, 1993
(In thousands, except per share data)

Pro Forma Adjustments
---------------------- Pro Forma
UAM JMB PIC JMB PIC Combined
-------- ------- ------- ------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>

Revenues . . . . . . . . . . . . . $449,858 $72,692 $78,845 $601,395
-------- ------- ------- --------
Compensation . . . . . . . . . . . 218,617 26,211 70,284 $(4,959) (a) $(36,401) (a) 273,752
Amortization of cost assigned
to contracts acquired. . . . . . 48,493 -- -- 15,359 (b) 17,289 (b) 81,141
Other operating expenses . . . . . 73,043 20,165 5,696 98,904
-------- ------- ------- --------
340,153 46,376 75,980 453,797
-------- ------- ------- --------

Operating income . . . . . . . . . 109,705 26,316 2,865 147,598
-------- ------- ------- --------
Interest expense (income), net . . 13,790 (180) (313) 12,139 (c) 13,712 (c) 39,148
Other amortization . . . . . . . . 1,445 -- -- 1,445
-------- ------- ------- --------
Income before income taxes . . . . 94,470 26,496 3,178 107,005
Income tax expense . . . . . . . . 41,183 -- -- 1,690 (d) 3,663 (d) 46,536
-------- ------- ------- --------
Net income . . . . . . . . . . . . $ 53,287 $26,496 $ 3,178 $ 60,469
-------- ------- ------- --------
-------- ------- ------- --------

Earnings per common and
common equivalent share
(primary) Note 2 . . . . . . . . $1.85 $1.96
----- -----
----- -----

Earnings per share
assuming full dilution
Note 2 . . . . . . . . . . . . . $1.83 $1.94
----- -----
----- -----

</TABLE>

See Notes to Pro Forma Condensed Combined Statement of Operations.

P-6
<PAGE>

UNITED ASSET MANAGEMENT CORPORATION

NOTES TO PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

(Unaudited)
For the Year Ended December 31, 1993

NOTE 1

The pro forma condensed combined statement of operations has been prepared
to reflect the pending acquisitions of JMB and PIC, which are being accounted
for as purchases, as if the acquisitions were consummated on January 1, 1993.
The actual purchase price of JMB and PIC will be based on an annualized level of
revenues as of each respective date of acquisition. For purposes of the pro
forma condensed combined statement of operations, the purchase prices of JMB and
PIC, as contemplated in each of the respective acquisition agreements, have been
adjusted to give effect to the level of annualized revenues at January 1, 1993.
The allocation of the purchase price to identifiable assets and liabilities
based on their fair values has not been completed for either acquisition.

Pro forma adjustments have been made to reflect the following:

(a) Historical compensation expenses of JMB and PIC were adjusted to
reflect the terms of the Revenue Sharing Agreement that will be entered into by
UAM and JMB and by UAM, PIC and PIC's principal employees. These agreements
require the companies to remit a specified percentage of their revenues to UAM,
with the difference being retained to pay compensation and other operating
expenses.

(b) Historical amortization of cost assigned to contracts acquired was
adjusted to reflect the amortization of the incremental contract values of the
cost assigned to contracts to be acquired in the JMB and PIC acquisitions.
Amortization of the incremental values was based on estimated weighted average
lives of 13-16 years.

(c) Historical interest expense was adjusted to reflect the increased
level of borrowings associated with the pending acquisitions of JMB and PIC.
The actual rate of interest of 6.5% on the subordinated notes to be issued to
the sellers of JMB and PIC and an estimated rate of 6.25% on the senior notes
were used to calculate the pro forma adjustments.

(d) Historical income tax expense was adjusted to reflect the change in
pre-tax income on a pro forma basis resulting from the inclusion of the
businesses to be acquired in the consolidated income tax returns of UAM.

P-7
<PAGE>

NOTE 2

Per share data are based upon the actual number of common and common
equivalent shares for the year ended December 31, 1993, plus the common stock
and common stock equivalents to be issued in connection with the pending
acquisitions of JMB and PIC. Pro forma net income has been adjusted in the
computation of earnings per share to give effect to the application of the
modified treasury stock method.

P-8
<PAGE>

UNITED ASSET MANAGEMENT CORPORATION

PRO FORMA CONDENSED COMBINED BALANCE SHEET

(Unaudited)
September 30, 1994
(In thousands)

The following unaudited pro forma condensed combined balance sheet is based
upon the consolidated balance sheet of United Asset Management Corporation and
subsidiaries (UAM) as of September 30, 1994, and the balance sheets of JMB
Institutional Realty (JMB) and Provident Investment Counsel (PIC) as of
September 30, 1994, and has been prepared to reflect the pending acquisitions by
UAM in 1994 of JMB and PIC as if they had been consummated as of September 30,
1994, after giving effect to the pro forma adjustments described in Note 1.

This statement should be read in conjunction with the financial statements
and notes of the businesses pending acquisition as outlined in Item 7(a) in the
index of this Form 8-K and with UAM's condensed consolidated financial
statements and notes thereto included in its report on Form 10-Q for the nine
months ended September 30, 1994.

P-9
<PAGE>

<TABLE>
<CAPTION>
UNITED ASSET MANAGEMENT CORPORATION

PRO FORMA CONDENSED COMBINED BALANCE SHEET

(Unaudited)
September 30, 1994
(In thousands)

Pro Forma Adjustments
---------------------- Pro Forma
UAM JMB PIC JMB PIC Combined
--- --- --- --- --- ---------
<S> <C> <C> <C> <C> <C> <C>

ASSETS

Current assets . . . . . . . . . . $154,557 $62,660 $35,554 $(60,660) (a) $(26,779) (a) $ 165,332
Fixed assets, net. . . . . . . . . 16,649 2,937 1,967 21,553
Cost assigned to contracts
acquired, net. . . . . . . . . . 453,511 -- -- 218,093 (b) 342,917 (b) 1,014,521
Other assets . . . . . . . . . . . 57,245 -- 1,426 (1,426) (a) 57,245
-------- ------- ------- ----------
Total assets . . . . . . . . . . . $681,962 $65,597 $38,947 $1,258,651
-------- ------- ------- ----------
-------- ------- ------- ----------

LIABILITIES AND STOCKHOLDERS'
EQUITY

Current liabilities. . . . . . . . $ 97,465 $ 5,428 $ 1,961 (5,428) (a) (1,961) (a) $ 97,465
Senior notes payable . . . . . . . 41,000 -- -- 150,000 (c) 264,555 (c) 455,555
Subordinated notes payable . . . . 117,965 -- -- 70,000 (d) 20,815 (d) 208,780
Deferred income taxes and other. . 35,940 1,222 520 (1,222) (a) (520) (a) 35,940
-------- ------- ------- ----------
Total liabilities. . . . . . . . . 292,370 6,650 2,481 797,740

Stockholders' equity:
Total paid-in capital. . . . . . 252,204 -- 144 3,030 (g) 68,145 (e,f,g) 323,523
Retained earnings. . . . . . . . 144,269 58,947 36,322 (58,947) (e) (36,322) (e) 144,269
Treasury shares. . . . . . . . . (6,881) -- -- (6,881)
-------- ------- ------- ----------
Total stockholders' equity . . . . 389,592 58,947 36,466 460,911
-------- ------- ------- ----------
Total liabilities and
stockholders' equity . . . . . . $681,962 $65,597 $38,947 $1,258,651
-------- ------- ------- ----------
-------- ------- ------- ----------

</TABLE>

See Note to Pro Forma Condensed Combined Balance Sheet.

P-10
<PAGE>

UNITED ASSET MANAGEMENT CORPORATION

NOTE TO PRO FORMA CONDENSED COMBINED BALANCE SHEET

(Unaudited)
September 30, 1994

NOTE 1

The pro forma condensed combined balance sheet has been prepared to reflect
the pending acquisitions of JMB and PIC, which are being accounted for as
purchases. The agreed upon purchase price of JMB and PIC, which is based on an
annualized level of revenues as of each respective date of acquisition, was used
for the purpose of this pro forma statement. The allocation of the purchase
price to identifiable assets and liabilities based on their fair values has not
been completed for either acquisition.

Pro forma adjustments have been made to reflect:

(a) the net assets to be acquired in connection with the acquisitions of JMB
and PIC.

(d) the issuance to JMB and PIC of 6.5% seven year subordinated notes.

(e) the elimination of JMB's and PIC's stockholders' equity in consolidation.

(f) the value of common stock to be issued in connection with the acquisition
of PIC.

(g) the estimated value of the UAM warrants to be issued to JMB and PIC.

P-11

<PAGE>

UNITED ASSET MANAGEMENT CORPORATION

PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

(Unaudited)
For the Nine Months Ended September 30, 1994
(In thousands, except per share data)

The following unaudited pro forma condensed combined statement of
operations is based upon the consolidated results of operations of United Asset
Management Corporation and subsidiaries (UAM) for the nine months ended
September 30, 1994 and the results of operations of JMB Institutional Realty
(JMB) and Provident Investment Counsel for the nine months ended September 30,
1994. To reflect the pending acquisitions of JMB and PIC by UAM, this statement
combines the results of operations of UAM for the nine months ended September
30, 1994, with those of JMB and PIC as if these companies had been acquired on
January 1, 1994 and gives effect to the pro forma adjustments described in Notes
1 and 2.

This statement should be read in conjunction with the financial statements
and notes of the businesses pending acquisition as outlined in Item 7(a) in the
index to this Form 8-K and with UAM's condensed consolidated financial
statements and notes thereto included in its report on Form 10-Q for the nine
months ended September 30, 1994.

P-12
<PAGE>

<TABLE>
<CAPTION>
UNITED ASSET MANAGEMENT CORPORATION

PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

(Unaudited)
For the Nine Months Ended September 30, 1994
(In thousands, except per share data)

Pro Forma Adjustments
---------------------- Pro Forma
UAM JMB PIC JMB PIC Combined
-------- ------- ------- ------- ------- ---------
<S> <C> <C> <C> <C> <C> <C>

Revenues . . . . . . . . . . . . . $355,787 $56,094 $60,025 $471,906
-------- ------- ------- --------
Compensation . . . . . . . . . . . 172,053 21,494 22,765 $(4,636) (a) $ 1,873 (a) 213,549
Amortization of cost assigned
to contracts acquired. . . . . . 40,200 -- -- 11,765 (b) 14,838 (b) 66,803
Other operating expenses . . . . . 57,589 15,075 5,456 78,120
-------- ------- ------- --------
269,842 36,569 28,221 358,472
-------- ------- ------- --------

Operating income . . . . . . . . . 85,945 19,525 31,804 113,434
-------- ------- ------- --------
Interest expense (income), net . . 8,094 (92) (163) 10,081 (c) 13,158 (c) 31,078
Other amortization . . . . . . . . 934 -- -- 934
-------- ------- ------- --------
Income before income taxes . . . . 76,917 19,617 31,967 81,422
Income tax expense . . . . . . . . 32,963 -- -- 1,028 (d) 896 (d) 34,887
-------- ------- ------- --------
Net income . . . . . . . . . . . . $ 43,954 $19,617 $31,967 $ 46,535
-------- ------- ------- --------
-------- ------- ------- --------

Earnings per common and
common equivalent share
(primary) Note 2 . . . . . . . . $1.49 $1.51
----- -----
----- -----

Earnings per share
assuming full dilution
Note 2 . . . . . . . . . . . . . $1.48 $1.51
----- -----
----- -----

</TABLE>

See Notes to Pro Forma Condensed Combined Statement of Operations.

P-13
<PAGE>

UNITED ASSET MANAGEMENT CORPORATION

NOTES TO PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

(Unaudited)
For the Nine Months Ended September 30, 1994

NOTE 1

The pro forma condensed combined statement of operations has been prepared
to reflect the pending acquisitions of JMB and PIC, which are being accounted
for as purchases, as if the acquisitions were consummated on January 1, 1994.
The actual purchase price of JMB and PIC will be based on an annualized level of
revenues as of each respective date of acquisition. For purposes of the pro
forma condensed combined statement of operations, the purchase prices of JMB and
PIC, as contemplated in each of the respective acquisition agreements, have been
adjusted to give effect to the level of annualized revenues at January 1, 1994.
The allocation of the purchase price to identifiable assets and liabilities
based on their fair values has not been completed for either acquisition.

Pro forma adjustments have been made to reflect the following:

(c) Historical interest expense was adjusted to reflect the increased
level of borrowings associated with the pending acquisitions of JMB and PIC.
The actual rate of interest of 6.5% on the subordinated notes to be issued to
the sellers of JMB and PIC and an estimated rate of 7.0% on the senior notes
were used to calculate the pro forma adjustments.

P-14
<PAGE>

NOTE 2

Per share data are based upon the actual number of common and common
equivalent shares for the nine months ended September 30, 1994, plus the common
stock and common stock equivalents to be issued in connection with the pending
acquisitions of JMB and PIC. Pro forma net income has been adjusted in the
computation of earnings per share to give effect to the application of the
modified treasury stock method.

P-15

<PAGE>

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

Exhibit 2.1

Acquisition Agreement
by and among
United Asset Management Corporation,
Heitman Financial Ltd.,
JMB Institutional Realty Corporation
JMB Realty Corporation
and
Certain Affiliates of JMB Institutional Realty Corporation. and JMB Realty
Corporation
Dated as of
October 18, 1994

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

<PAGE>

TABLE OF CONTENTS
-----------------

PAGE
----

Article I. Purchase and Sale . . . . . . . . . . . . . . . . . . . . . . . . 2

1.1 Sale of Purchased Assets . . . . . . . . . . . . . . . . . . . . . . . 2
1.2 Purchase Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
1.3 Adjustment in Purchase Price . . . . . . . . . . . . . . . . . . . . . 4
(a) Original Schedule. . . . . . . . . . . . . . . . . . . . . . . . . . 4
(b) Base Annual Billings . . . . . . . . . . . . . . . . . . . . . . . . 5
(c) Adjustment at First Closing. . . . . . . . . . . . . . . . . . . . . 5
(d) Adjustment for Decreased Expenses. . . . . . . . . . . . . . . . . . 7
(e) Adjustment at Second Closing . . . . . . . . . . . . . . . . . . . . 7
(f) Post-Closing Adjustments . . . . . . . . . . . . . . . . . . . . . . 8
(g) Example. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
1.4 Obligations Assumed by UAM and Heitman . . . . . . . . . . . . . . . . 9
1.5 Accrued Items of Income and Expense. . . . . . . . . . . . . . . . . . 9

Article II. The Closing and the Second Closing . . . . . . . . . . . . . . . 10

Article III. Representations and Warranties of the Sellers . . . . . . . . . 10

3.1 Organization and Authority . . . . . . . . . . . . . . . . . . . . . . 11
3.2 Charter, By-Laws, Minutes and Partnership Agreements . . . . . . . . . 11
3.3 No Violation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
3.4 Ownership of Purchased Assets. . . . . . . . . . . . . . . . . . . . . 12
3.5 Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . 12
3.6 No Adverse Change. . . . . . . . . . . . . . . . . . . . . . . . . . . 13
3.7 Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
3.8 Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

<PAGE>

3.9 Interests of Officers . . . . . . . . . . . . . . . . . . . . . . . . 16
3.10 Leases. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
3.11 Personal Property . . . . . . . . . . . . . . . . . . . . . . . . . . 17
3.12 Accounts Receivable . . . . . . . . . . . . . . . . . . . . . . . . . 17
3.13 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
3.14 Names, Franchises, Permits, Etc.. . . . . . . . . . . . . . . . . . . 18
3.15 Investment Advisory and Property Management Contracts . . . . . . . . 18
3.16 Other Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
3.17 Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
3.18 Bank Accounts and Money Market Funds. . . . . . . . . . . . . . . . . 21
3.19 Litigation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
3.20 Finder's Fee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
3.21 Employee Benefit Plans. . . . . . . . . . . . . . . . . . . . . . . . 22
3.22 Disclosure. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
3.23 Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
3.24 Corporate Sellers' Authority. . . . . . . . . . . . . . . . . . . . . 25
3.25 Partnership Sellers' and all other Sellers' Authority . . . . . . . . 25
3.26 Government Regulation . . . . . . . . . . . . . . . . . . . . . . . . 26
3.27 Conflict Policies . . . . . . . . . . . . . . . . . . . . . . . . . . 27
3.28 No Practices in Violation of Law. . . . . . . . . . . . . . . . . . . 27
3.29 Employees' Health . . . . . . . . . . . . . . . . . . . . . . . . . . 27
3.30 Investment Representations. . . . . . . . . . . . . . . . . . . . . . 27
3.31 Licenses and Permits. . . . . . . . . . . . . . . . . . . . . . . . . 28
3.32 Pooled Investment Vehicles. . . . . . . . . . . . . . . . . . . . . . 29
3.33 Investment Vehicles . . . . . . . . . . . . . . . . . . . . . . . . . 29
3.34 Title to Purchased Assets . . . . . . . . . . . . . . . . . . . . . . 29
3.35 Adequacy of Purchased Assets and other Rights for
Conduct of Business . . . . . . . . . . . . . . . . . . . . . . . . 29
3.36 Capital Contributions . . . . . . . . . . . . . . . . . . . . . . . . 30
3.37 No Other Business . . . . . . . . . . . . . . . . . . . . . . . . . . 30

Article IV. Indemnification. . . . . . . . . . . . . . . . . . . . . . . . . 30

4.1 Indemnification, General . . . . . . . . . . . . . . . . . . . . . . . 30
4.2 Survival of Representations and Warranties . . . . . . . . . . . . . . 31
4.3 Third-Party Claims . . . . . . . . . . . . . . . . . . . . . . . . . . 31
4.4 Set-Off. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
4.5 Limitation on Liability. . . . . . . . . . . . . . . . . . . . . . . . 32
4.6 Order of Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
4.7 Indemnification by UAM and Heitman . . . . . . . . . . . . . . . . . . 33
4.8 Exclusivity. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

Article V. Representations of UAM and Heitman. . . . . . . . . . . . . . . . 34

5.1 Organization of UAM and Heitman and Corporate Authority. . . . . . . . 34
5.2 No Violation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34

<PAGE>

5.3 Finder's Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
5.4 Charter, By-laws and Resolutions . . . . . . . . . . . . . . . . . . . 35
5.5 Financial Statements of UAM. . . . . . . . . . . . . . . . . . . . . . 35
5.6 Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
5.7 Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
5.8 UAM's and Heitman's Authority. . . . . . . . . . . . . . . . . . . . . 36
5.9 Approvals. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
5.10 Capitalization of UAM . . . . . . . . . . . . . . . . . . . . . . . . 36
5.11 Authorization of Note and Warrant . . . . . . . . . . . . . . . . . . 37
5.12 Reservations of Common Stock. . . . . . . . . . . . . . . . . . . . . 37
5.13 Fiduciary Requirement . . . . . . . . . . . . . . . . . . . . . . . . 37
5.14 Securities Law Representations. . . . . . . . . . . . . . . . . . . . 37
5.15 Heitman's Business. . . . . . . . . . . . . . . . . . . . . . . . . . 37
5.16 Intent of UAM and Heitman.. . . . . . . . . . . . . . . . . . . . . . 38
5.17 No Adverse Change . . . . . . . . . . . . . . . . . . . . . . . . . . 38

Article VI. Tax Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . 38

6.1 Tax Returns. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
6.2 Transfer Taxes on Sale . . . . . . . . . . . . . . . . . . . . . . . . 38
6.3 Allocation of Purchase Price Among Purchased Assets. . . . . . . . . . 39
6.4 Election under Section 338(h)(10) of the Code. . . . . . . . . . . . . 39
6.5 Treatment as an Asset Acquisition. . . . . . . . . . . . . . . . . . . 39
6.6 Sellers' Responsibility for Tax Liabilities. . . . . . . . . . . . . . 40
6.7 Identity of Purchaser. . . . . . . . . . . . . . . . . . . . . . . . . 40

Article VII. Pre-Closing Covenants . . . . . . . . . . . . . . . . . . . . . 41

7.1 Procedure for Obtaining Consents . . . . . . . . . . . . . . . . . . . 41
7.2 Non-Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
7.3 Filings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
7.4 Closing Conditions . . . . . . . . . . . . . . . . . . . . . . . . . . 41
7.5 Return of Confidential Information . . . . . . . . . . . . . . . . . . 42
7.6 Third Party Discussions. . . . . . . . . . . . . . . . . . . . . . . . 42
7.7 Agreement Relating to Mutual Funds . . . . . . . . . . . . . . . . . . 42
7.8 Agreement on Specifications for Tenant Build-Out of
Subleased Office Space . . . . . . . . . . . . . . . . . . . . . . . 43
7.9 Prohibition On Servicing Clients . . . . . . . . . . . . . . . . . . . 43
7.10 Withdrawal from Employee Benefit Plans. . . . . . . . . . . . . . . . 43
7.11 Property Management Contracts . . . . . . . . . . . . . . . . . . . . 44
7.12 Joint Venture Agreement . . . . . . . . . . . . . . . . . . . . . . . 44
7.13 Subadvisory Agreement . . . . . . . . . . . . . . . . . . . . . . . . 44

Article VIII. Conduct of the Business Prior to the First Closing Date. . . . 45

Article IX. Conditions Precedent to UAM's and Heitman's Obligations. . . . . 46

9.1 Delivery of Documents of Transfer. . . . . . . . . . . . . . . . . . . 46

iii

<PAGE>

9.2 Employment Agreements. . . . . . . . . . . . . . . . . . . . . . . . . 46
9.3 Representations and Warranties True at the First Closing Date. . . . . 46
9.4 Indemnitors' Certificate . . . . . . . . . . . . . . . . . . . . . . . 46
9.6 Approvals. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
9.7 Opinion of Counsel for the Sellers . . . . . . . . . . . . . . . . . . 47
9.8 The Sellers' Performance . . . . . . . . . . . . . . . . . . . . . . . 47
9.9 Conduct of the Business Prior to the First Closing Date. . . . . . . . 47
9.10 Certificate Relating to Real Property Interests . . . . . . . . . . . 47
9.11 Approval of Documentation . . . . . . . . . . . . . . . . . . . . . . 48
9.12 Examination of Books And Records. . . . . . . . . . . . . . . . . . . 48
9.13 Advisers Act Registration . . . . . . . . . . . . . . . . . . . . . . 48
9.14 Dissolution of Certain Subsidiary Partnerships and Execution
of Partnership Amendments . . . . . . . . . . . . . . . . . . . . . 48
9.15 Life Insurance. . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
9.16 Form 8-K. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
9.17 Hart-Scott-Rodino Filing. . . . . . . . . . . . . . . . . . . . . . . 49
9.18 Exchange Listing. . . . . . . . . . . . . . . . . . . . . . . . . . . 49
9.19 Sellers' Relationship with Client Investment Vehicles . . . . . . . . 49
9.20 Resignations of Trustees. . . . . . . . . . . . . . . . . . . . . . . 49
9.21 Sublease. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
9.22 Service Bureau Agreement. . . . . . . . . . . . . . . . . . . . . . . 49
9.23 Software License. . . . . . . . . . . . . . . . . . . . . . . . . . . 50
9.24 Tradename License . . . . . . . . . . . . . . . . . . . . . . . . . . 50
9.25 Other Agreements. . . . . . . . . . . . . . . . . . . . . . . . . . . 50
9.26 PRA Newco Registration. . . . . . . . . . . . . . . . . . . . . . . . 50
9.27 Subadvisory Agreement . . . . . . . . . . . . . . . . . . . . . . . . 50

Article X. Conditions Precedent to the Sellers' Obligations. . . . . . . . . 50

10.1 Opinion of UAM's and Heitman's Counsel. . . . . . . . . . . . . . . . 50
10.2 Representations and Warranties True at the First Closing Date . . . . 50
10.3 Performance of UAM and Heitman. . . . . . . . . . . . . . . . . . . . 51
10.4 Authority of UAM and Heitman. . . . . . . . . . . . . . . . . . . . . 51
10.5 Approval of Documentation . . . . . . . . . . . . . . . . . . . . . . 51
10.6 Hart-Scott-Rodino Filing. . . . . . . . . . . . . . . . . . . . . . . 51
10.7 Exchange Listing. . . . . . . . . . . . . . . . . . . . . . . . . . . 51
10.8 Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
10.9 Property Management Agreement . . . . . . . . . . . . . . . . . . . . 51
10.10 Sublease.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52

Article XI. Post-Closing Covenants . . . . . . . . . . . . . . . . . . . . . 52

11.1 Non-Competition . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
11.2 Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
11.3 Further Assurances. . . . . . . . . . . . . . . . . . . . . . . . . . 58

<PAGE>

11.4 Amendment to Registrations and Filing of Form 8-K . . . . . . . . . . 58
11.5 Compliance with Hart-Scott-Rodino Act . . . . . . . . . . . . . . . . 58
11.6 Additional Covenants. . . . . . . . . . . . . . . . . . . . . . . . . 58
11.7 Payment of Signing Bonuses. . . . . . . . . . . . . . . . . . . . . . 59
11.8 Payments with respect to Residual Fee Calculations. . . . . . . . . . 59
11.9 Employee Benefit Liabilities . . . . . . . . . . . . . . . . . . . . 60
11.10 Identification of Heitman as Property Manager. . . . . . . . . . . . 60
11.11 Offers of Employment to Certain Salaried Employees . . . . . . . . . 60
11.12 Use of Name. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
11.13 Intentionally Omitted. . . . . . . . . . . . . . . . . . . . . . . . 61
11.14 Benefit Plan Qualification Matters . . . . . . . . . . . . . . . . . 61
11.15 Identity of Senior Lenders . . . . . . . . . . . . . . . . . . . . . 62

Article XII. Termination . . . . . . . . . . . . . . . . . . . . . . . . . . 62

12.1 Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
12.2 Effect of Termination . . . . . . . . . . . . . . . . . . . . . . . . 62

Article XII. General . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63

13.1 Entire Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . . 63
13.2 Equitable Relief; Binding Effect. . . . . . . . . . . . . . . . . . . 63
13.3 Separate Counterparts . . . . . . . . . . . . . . . . . . . . . . . . 63
13.4 Representations and Warranties. . . . . . . . . . . . . . . . . . . . 63
13.5 Transaction Costs . . . . . . . . . . . . . . . . . . . . . . . . . . 63
13.6 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
13.7 Severability. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
13.8 Captions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
13.9 Affiliates. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
13.10 Gender . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
13.11 Governing Law. . . . . . . . . . . . . . . . . . . . . . . . . . . . 65

v
<PAGE>

Exhibits

A Form of UAM Non-Negotiable Subordinated Note (Section 1.2)
B Form of Subordination Agreement (Section 1.2)
C Form of Warrant Agreement (Section 1.2)
D Form of Warrant Certificate (Section 1.2)
E Tradename License Agreement (Section 1.1(f))
F Software License Agreement (Section 1.1(f))
G Audited Financials (Section 3.5)
H Unaudited Financials (Section 3.5)
I UAM Audited Financials (Section 5.5)
J UAM Unaudited Financials (Section 5.5)
J-1 HAC Balance Sheet
K Form of Consent (Art. VII)
K-1 Form of Notification (Art. VII)
L Indemnitors' Closing Certificate as to Representations, etc. (Section 9.3)
M Indemnitors' Certificate as to By-Laws, etc. (Section 9.4)
N Indemnitors' Certificate as to Assigned Billings(Section 9.5)
O Indemnitors' Certificate Relating to Real Property Interests (Section 9.10)
P UAM Certificate as to Representations, etc. (Section 10.2)
Q Office Sublease (Section 9.21)
R Service Bureau Agreement (Section 9.22)
S Partnership Amendments (Section 9.19)
T Form of Opinion of Sellers' Counsel (Section 9.7)
U Form of Opinion of UAM's and Heitman's Counsel (Section 10.1)

Schedules

1 Sellers
1.1 Excluded Assets
1.1(a) Investment Advisory Contracts
1.1(b) Corporate Interests and Partnership Interests
1.1(g) Leases
1.1(h) Other Contracts
1.2 Payees of subnotes
1.3(b) Calculation of Base Annual Billings
1.3(c) Multiple
1.3(d) Client
1.3A Client List for the Business
1.3C Example of Calculation of Adjustment

<PAGE>

1.3(f) Pending Real Estate Acquisitions
1.5 Prepaid and Accrued Items and Transaction Fees included in Purchased
Assets
2. PRA Assets
3.4 Encumbrances
3.5 Liabilities (Expense and Revenue Runrate)
3.7 Subsidiaries
3.8 Taxes
3.9 Interests of Officers
3.11 Personal Property
3.12 Accounts Receivable
3.13 Insurance Policies
3.14 Names, Franchises, Permits, Etc.
3.16 Loan Agreements/Powers of Attorney
3.17 Employees
3.18 Bank Accounts and Money Market Funds
3.19 Litigation
3.21 Employee Benefit Plans
3.22 Other Disclosure
3.23 Consents
3.26 Registered Advisers and Mutual Funds
3.27 Conflict Policies
3.29 Physicians' Letters
3.31 Licenses and Permits
3.33 Entities formed to hold properties for Business's clients
3.34 Transfer of Title
3.35 Operating Entities
3.36 Capital Contributions
3.37 Other Business
5.15 Heitman's Business
7.1 Procedure for Obtaining Consents
7.3 Withdrawing Advisers and Amending Advisors
8. Conduct of the Business Prior to the First Closing Date
9.2 Employment Agreements
9.5 Clients' Consents and Acknowledgments
9.14 Dissolving Partnerships
9.15 Persons to be Insured by UAM
9.19 Sellers' Relationships with Investment Vehicles remaining after First
Closing
9.25 Other Agreements
11.1 Non-Competition
11.7 Employees

vii

<PAGE>
ACQUISITION AGREEMENT
---------------------

AGREEMENT made as of the 18th day of October 1994, by and among:

(i) United Asset Management Corporation, a Delaware corporation
having its principal place of business at One International Place,
Boston, Massachusetts 02110 ("UAM");

(ii) Heitman Financial Ltd., a wholly owned subsidiary of UAM and an
Illinois corporation having its principal place of business at 180 North
LaSalle Street, Chicago, Illinois 60601 ("Heitman");

(iii) JMB Institutional Realty Corporation, an Illinois corporation
having its principal place of business at 900 North Michigan Avenue,
Chicago, Illinois 60611 ("JMBIR") and JMB Realty Corporation, a Delaware
corporation, each having its principal place of business at 900 North
Michigan Avenue, Chicago, Illinois 60611 ("JMBRC"); and

(iv) The persons and entities listed on Schedule 1 hereto which are
the owners, directly or indirectly, of all of the Purchased Assets, as
defined in Section 1.1 below (such persons and entities together with
JMBIR and JMBRC are collectively referred to herein as the "Sellers").

W I T N E S S E T H:

WHEREAS, JMBIR, JMBRC and their Affiliates (as defined in Section 13.9
below) provide a wide range of real estate related services and products to
retail, institutional and other clients and customers; and

WHEREAS, based upon the representations, agreements and warranties herein
made by the Sellers and subject to the terms and conditions contained in this
Agreement, UAM and Heitman desire that UAM acquire all of the institutional real
estate advisory assets and business and property management assets and business
owned directly or indirectly by the Sellers, other than Sellers' retail property
management assets and business and the Excluded Assets set forth on Schedule 1.1
hereto, as provided below (the "Business") and transfer all of such assets and
business to Heitman and its subsidiaries; and

WHEREAS, based upon the representations, agreements and warranties herein
made by UAM and Heitman and subject to the terms and conditions contained in
this Agreement,

<PAGE>

the Sellers wish to transfer and sell the Business to UAM for transfer to
Heitman and its subsidiaries and to have Heitman and its subsidiaries continue
the Business;

NOW, THEREFORE, in consideration of the mutual promises herein
contained, the parties hereto, intending to be legally bound, do hereby agree as
follows:

Article I. PURCHASE AND SALE.

1.1 SALE OF PURCHASED ASSETS. Subject to the terms and conditions set
forth herein, as of the First Closing Date (as defined in Article II) UAM shall
purchase from the Sellers and their Affiliates and the Sellers shall cause to be
conveyed, transferred, set over, assigned and delivered to UAM, Heitman or such
subsidiaries of Heitman as UAM shall direct free and clear of all liens,
attachments, charges, lis pendens, and encumbrances of any nature (except as may
otherwise expressly be permitted by this Agreement), all of the institutional
real estate investment advisory assets and business and property management
assets and business owned directly or indirectly by the Sellers together with
all proprietary and associated rights including any goodwill related thereto,
except such assets to be retained or distributed by the Sellers or any of them
as are set forth on Schedule 1.1 hereto ("Excluded Assets"), including without
limitation the assets described in Sections 1.1.(a) through (j) inclusive (such
assets being referred to herein collectively as the "Purchased Assets").

(a) INVESTMENT ADVISORY CONTRACTS. The institutional real estate
investment advisory agreements listed on Schedule 1.1(a) hereto and any other
such agreements entered into by the Business prior to closing and reflected on
the Closing Date Schedule and Revised Closing Date Schedule as defined in
Section 1.3 below.

(b) CORPORATE INTERESTS AND PARTNERSHIP INTERESTS. All the issued
and outstanding equity interests in the corporations listed on Schedule 1.1(b)
hereto (the "Corporate Interests" and the corporations represented by the
Corporate Interests, the "Purchased Corporations") and the partnership interests
listed on Schedule 1.1(b) hereto (the "Partnership Interests" and the
partnerships represented in whole or in part by the Partnership Interests, the
"Purchased Partnerships").

(c) PROPERTY MANAGEMENT CONTRACTS. The property management contracts
listed on Schedule 1.3A hereto, the Closing Date Schedule and the Revised
Closing Date Schedule.

(d) PERSONAL PROPERTY. The office equipment, computer equipment and
software, leasehold improvements, fixtures, furniture, furnishings, other
equipment, marketing materials, supplies and all other tangible assets and
personal property owned directly or indirectly by the Sellers and used by the
employees of the Business and listed or described on Schedule 3.11 hereto (the
"Personal Property").

<PAGE>

(e) RECORDS AND DOCUMENTS. All records owned directly or indirectly
by the Sellers relating to the Business, including but not limited to customer
lists, prospects lists, books, records, personnel records, customer files,
correspondence files, other files, data, memoranda, printouts, notebooks,
reports, reference and resource library materials, financial records of all
types, and all other documentation relating to the Business, whether in writing,
recorded electronically or in any other form or format whatsoever (the
"Records").

(f) SOFTWARE AND TRADENAME LICENSES. The right to use certain
tradenames, as provided in the Tradename License Agreement in the form attached
hereto as Exhibit E to be delivered at the First Closing, and software, as
provided in the Software License Agreement in the form attached hereto as
Exhibit F and to be delivered at the First Closing.

(g) LEASES. All leasehold interests in real estate used in the
Business including but not limited to the leases set forth on Schedule 1.1(g)
hereto (the "Leases").

(h) OTHER CONTRACTS. The contracts, agreements, arrangements or
commitments relating to the Business listed on Schedule 1.1(h) hereto (the
"Contracts").

(i) PREPAID EXPENSES. The prepaid expenses relating to the Business
identified on Schedule 1.5 hereto.

(j) CASH. An amount in cash equal to Two Million Dollars
($2,000,000) (the "Cash").

1.2 PURCHASE PRICE. Subject to adjustment as provided in Section 1.3,
below, UAM shall pay the Sellers in consideration of the purchase and sale of
the Purchased Assets (the "Purchase Price"):

(a) Subject to the following sentence, Two Hundred Twenty Million
Dollars ($220,000,000) principal amount of UAM Non-Negotiable six and one-half
percent (6.5%) Subordinated Note (the "Note") in the form of Exhibit A hereto
and subordinated substantially in accordance with the form of Subordination
Agreement attached hereto as Exhibit B (the "Subordination Agreement"), with One
Hundred Fifty Million Dollars ($150,000,000) to be due and payable on the third
business day after the date thereof (the "Short-Term Portion" which term as used
herein shall include the cash proceeds of such payment from and after the date
of such payment) and Seventy Million Dollars ($70,000,000) to be due and payable
on the seventh anniversary of the First Closing Date (the "Long-Term Portion");
provided, however, that Sellers, at their option by written notice to UAM at
least two weeks prior to the First Closing, may elect to receive all or part of
the Short-Term Portion in cash to be paid by wire transfer in same day funds.
The Short-Term Portion shall be reduced by the amount of the signing bonuses
contemplated by Section 11.7.

<PAGE>

The Note shall be divided into subnotes, and the subnotes shall be payable to
the payees and in the amounts set forth on Schedule 1.2, which Schedule shall be
delivered by the Sellers no later than two weeks prior to the First Closing
Date; and

(b) A Warrant Agreement in the form of Exhibit C attached hereto (the
"Warrant Agreement"), and a Warrant Certificate to be delivered by UAM in the
form of Exhibit D attached hereto evidencing the right to purchase 1,515,179
($35,000,000 principal amount of the Long-Term Portion divided by the Warrant
exercise price of $46.00, and $35,000,000 principal amount of the Long-Term
Portion divided by the Warrant exercise price of $46.40) shares of UAM's Common
Stock (the "Warrant"), and exercisable in accordance with the Warrant Agreement
at $46.00 per share for 760,869 shares and $46.40 per share for 754,310 shares,
subject to adjustment as stated in the Warrant Agreement.

The Purchase Price shall be delivered, PRO RATA with respect to the
Short-Term Portion, the Long-Term Portion and the Warrant (allocated 50% to the
shares with an exercise price of $46.00 and 50% to the shares with an exercise
price of $46.40), in separate installments at the First Closing and the Second
Closing (as such terms are defined in Article II below), in amounts determined
as follows. The portion of the Purchase Price to be delivered at the First
Closing shall be the amount of the Purchase Price, as adjusted at Closing
pursuant to Section 1.3(c) and (d) hereof, less $3,829,000. In addition, an
amount equal to $2,735,000 of Purchase Price will be withheld at the First
Closing. The portion of the Purchase Price to be delivered at the Second
Closing shall be the amount of the Purchase Price, as adjusted pursuant to
Sections 1.3(d) and (e) hereof, less the amount delivered at the First Closing.

1.3 ADJUSTMENT IN PURCHASE PRICE. If any adjustment is required by the
provisions of the following subparagraphs, the Purchase Price payable by UAM to
the Sellers will be reduced, PRO RATA with respect to the Short-Term Portion and
the Long-Term Portion, with a pro rata reduction in the Warrant, by an amount
calculated in the following manner:

(a) ORIGINAL SCHEDULE. The Sellers have prepared and delivered to
Heitman on or prior to the date hereof, a list (Schedule 1.3A) of investment
advisory and property management clients of the Business as of the date hereof
showing for each client and as of that date, (i) the client's name (ii) the
carrying value of assets under management for purposes of billing the client
(under the related Investment Advisory Contract) and the 1994 annualized
property management fees for properties managed as of the date of this
Agreement under the related Property Management Contract, and (iii) pro forma
annual billings calculated by multiplying the appropriate assets under
management by the annual percentage fee or fee applicable to such client and
property under its investment advisory contracts with the Business, or, where
billings are collected pursuant to the terms of a partnership agreement, pro
forma annual billings as determined in accordance with such partnership
agreement (the "Original Schedule").

<PAGE>

(b) BASE ANNUAL BILLINGS. Based on negotiations as to the Purchase
Price leading to the execution of this Agreement, "Base Annual Billings" of the
Business are as set forth on Schedule 1.3(b) hereto.

(c) ADJUSTMENT AT FIRST CLOSING. At the First Closing, the Sellers
will deliver to Heitman a revised Schedule 1.3A (the "Closing Date Schedule") as
of the close of business on the last business day before the First Closing
prepared as follows:

(i) The Closing Date Schedule will be adjusted so as to reduce pro forma
annual billings with respect to all clients that have terminated in
whole or in part their investment advisory or property management
relationship with the Business, or that, to the knowledge of any of
the Sellers, have expressed to any of the Sellers or their
Affiliates (orally or in writing) their intention to terminate that
relationship in whole or in part (the parties agreeing that in the
case of a client which is not a separate account client, an
expression of an intention to terminate does not include such
expressions from a participant in such client which participant does
not have the authority to terminate such relationship, unless that
number of participants, which, in the aggregate, would have the
ability to cause such termination have expressed an intention to
terminate the relationship) or have directed the Sellers or their
Affiliates to sell one or more properties and to distribute the
proceeds to the client and not reinvest such proceeds or a request
to transfer the management of one or more assets to another manager.
UAM and Heitman acknowledge that one or more accounts for the client
named on Schedule 1.3(d) hereto, are in the process of an orderly
liquidation of properties held by them and that, unless the Sellers'
instructions with respect to such account change or they are
notified that the client intends to terminate the real estate
investment advisory agreement between it and its advisor , the
Closing Date Schedule shall reflect all revenues attributable to
such advisory agreement on the Original Schedule except for those
attributable to assets under management for the client named on
Schedule 1.3(d) hereto which are actually sold or otherwise disposed
of prior to the First Closing Date. The amount of the reduction in
pro forma annual billings hereunder shall reflect the investment fee
basis of the assets with respect to which asset management has been
terminated or proposed to be terminated (as described above), the
annualized billings of properties as to which property management
has been terminated or proposed to be terminated (as described
above), and the fee rates or other fee payment provisions under the
applicable Investment Advisory and Property Management Contract, all
as reflected on the Original Schedule.

(ii) The Closing Date Schedule will be adjusted so as to increase pro
forma annual billings for clients that have placed assets under
management by the

<PAGE>

Business and have entered into Investment Advisory and/or Property
Management Contracts (including existing clients on the date hereof
who have placed additional assets under management, whether under
existing or new investment advisory contracts and/or property
management contracts). The amount of the increase shall likewise
reflect the value of the assets with respect to which asset
management has commenced, the annualized billings of the properties
as to which property management has commenced (which shall be based
on the pro forma annualized budget prepared on a basis consistent
with the Original Schedule), and the fee rates and other fee payment
provisions under the applicable Investment Advisory and Property
Management Contracts.

(iii) The Closing Date Schedule shall incorporate in the calculation of
pro forma annual billings any fee reductions or concessions granted
to any clients of the Business since the date hereof.

(iv) The Closing Date Schedule shall not reflect fluctuations in the
market value of assets under management (but shall reflect
additional capital expenditures to the extent that such expenditures
result in an increase in the value of the assets under management
for the purposes of billing the relevant client(s)) since July 1,
1994 or increases (if any) in the Business's fee rates subsequent to
that date.

(v) The Closing Date Schedule shall assume that pro forma annualized
revenues from clients of PRA Securities Advisors L.P. ("PRA") are as
set forth on Schedule 1.3(b).

The investment advisory agreements, partnership agreements providing for payment
of an investment advisory fee, partnership agreements for Institutional
Apartments I, L.P. and Institutional Apartments II, L.P. and property management
agreements identified on the Original Schedule and the Closing Date Schedule are
referred to herein collectively as the "Investment Advisory Contracts" and the
"Property Management Contracts," as appropriate. Pro forma annual billings
shown on the Closing Date Schedule are referred to as "Assigned Annual
Billings." If Assigned Annual Billings are less than Base Annual Billings, the
Purchase Price shall be reduced by the amount of such shortfall multiplied by
the multiple set forth on Schedule 1.3(c) hereto (the "Multiple"). If Assigned
Annual Billings are equal to or exceed Base Annual Billings, there shall be no
adjustment to the Purchase Price at the First Closing.

(d) ADJUSTMENT FOR DECREASED EXPENSES If a client other than
any Fund advised by PRA terminates its investment advisory or property
management relationship with the Business prior to the First Closing and such
termination has resulted in a

<PAGE>

reduction in the Purchase Price pursuant to Section 1.3(c) above, the Purchase
Price shall be increased by the amount of Demonstrable Savings (as defined
below) times the Multiple, but in no event shall such increase exceed the
decrease in Purchase Price with respect to such terminated contracts under
Section 1.3(c). For purposes hereof, the term "Demonstrable Savings" shall mean
the annualized direct cash expenses of the Business that the Sellers are able to
reasonably demonstrate to UAM and Heitman will be saved as a result of such
termination provided, however, that, for the purposes of any adjustment provided
for in this Section 1.3 hereof, Demonstrable Savings with respect to the client
listed on the Original Schedule which on the date hereof does not have a written
Investment Advisory Contract with the Business, shall be deemed to be $400,000.
If the Sellers are able to demonstrate Demonstrable Savings at the Second
Closing which they were unable to demonstrate at the First Closing, the Purchase
Price shall be increased at the Second Closing by the amount of such
Demonstrable Savings times the Multiple, but in no event shall such increase
exceed the decrease in Purchase Price with respect to such terminated contracts
under Section 1.3(c).

(e) ADJUSTMENT AT SECOND CLOSING. At the Second Closing, the
Sellers shall deliver to Heitman a revised Schedule 1.3A (the "Revised Closing
Date Schedule"), which shall be in all respects identical to the Closing Date
Schedule except as follows:

(i) Any of the adjustments called for by Section 1.3(c)(i), (ii) (iii)
and (iv) above with respect to separate account clients of PRA shall
be reflected on the Revised Closing Date Schedule;

(ii) If the New Fund Agreement (as defined in Section 7.7 below) has been
approved by the shareholders of PRA Securities Trust at the meeting
called for such purpose pursuant to Section 7.7 hereof, pro forma
annual revenues for such trust shall be included based on assets
under management on December 31, 1994;

(iii) If a PRA-sponsored Fund has entered into an Advisory Contract with a
Heitman subsidiary, as of the Second Closing Date, such Schedule
shall include pro forma annual revenues for such Fund based on
assets under management on the Second Closing Date; and

(iv) If the New Fund Agreement has not been so approved, pro forma annual
revenues from PRA Securities Trust shall be excluded from the
Revised Closing Date Schedule.

Pro forma annual billings shown on the Revised Closing Date Schedule are
referred to as "Second Closing Assigned Annual Billings." If Second Closing
Assigned Annual Billings are less than Base Annual Billings the Purchase Price
shall be reduced by the amount of such shortfall multiplied by the Multiple. If
Second Closing Assigned Annual Billings exceed

7
<PAGE>

Base Annual Billings , there shall be no adjustment to the Purchase Price
pursuant to this Section 1.3(e).

(f) POST-CLOSING ADJUSTMENTS.

(i) If, as a result of adjustments to the Purchase Price
pursuant to Sections 1.3 (c),(d) and (e), the Purchase Price is reduced below
$220,000,000 in aggregate of Short-Term Portion and Long-Term Portion, the
Purchase Price shall be increased by an amount calculated in the following
manner:

(1) The parties shall prepare a list (Schedule 1.3B) as of
December 31, 1994 showing the amount of any increase in annualized investment
advisory and property management fees (excluding transaction fees) resulting
from the consummation prior to December 31, 1994 of any of the property
acquisition transactions listed on Schedule 1.3(f) hereto and the amount of any
decrease in annualized investment advisory and property management fees
(excluding transaction fees) of the Business resulting from the disposition of
any property (other than property dispositions reflected on the Closing Date
Schedule or the Revised Closing Date Schedule) on or prior to December 31, 1994.
The net increase in revenues shown on Schedule 1.3B, if any, is referred to as
the "Post Closing Revenue."

(2) The Purchase Price shall be increased by the amount of
the Post Closing Revenue, if any, multiplied by the Multiple, PROVIDED, HOWEVER,
that in no event shall the Purchase Price exceed $220,000,000.

(ii) As of the date which is 150 days after the date hereof, the
Sellers shall prepare a list of all separate account clients which have not
delivered a signed Client's Consent. The Purchase Price shall be reduced by the
amount of pro forma annual billings shown on the Revised Closing Date Schedule
for all such clients multiplied by the Multiple. In addition, if any client for
which there is not on the date hereof a written Investment Advisory Contract
shall not have executed and delivered an Investment Advisory Contract with the
Business and a signed Client's Consent as of such date, the Purchase Price shall
be reduced by the amount of pro forma annual billings shown on the Revised
Closing Date Schedule for such client multiplied by the Multiple.

(iii) Any net increase in the Purchase Price payable as a result
of the application of subsections (i) and (ii) of this Section 1.3(f) shall be
paid by delivery of the amount of such adjustment, in Short Term Portion, Long-
Term Portion and Warrant (allocated 50% to the shares with an exercise price of
$46.00 and 50% to the shares with an exercise price of $46.40) pro rata based on
the relative amounts set forth in Section 1.2 above, by UAM on or before the
date which is 180 days after the date hereof. Any net reduction in the Purchase
Price payable as a result of the application of this Section 1.3(f) shall be
paid by redelivery from the Sellers to UAM of the amount of such adjustment, in
Short-Term Portion, Long-Term Portion and Warrant (allocated 50% to the shares
with an

<PAGE>

exercise price of $46.00 and 50% to the shares with an exercise price of $46.40)
on or before the date which is 180 days after the date hereof.

(iv) The parties agree that if there is a reduction in the
Purchase Price pursuant to Section 1.3(f)(ii) hereof by reason of the failure of
any client to deliver an executed Client's Consent within 150 days after the
date hereof, as an adjustment to the Purchase Price, UAM shall pay to the
Sellers, for a period of three years from the date of the First Closing, an
amount which is equal to 30% of the annual investment advisory fees (but not any
property management fees) actually earned after the First Closing from any such
non-consenting client by Heitman or any entity controlled by Heitman on account
of assets under management by the Business for such client as of the First
Closing Date payable in cash within thirty days of the receipt of any such fees
by Heitman or an entity controlled by Heitman.

(g) EXAMPLE. An example of the operation of this Section 1.3 is
set forth on Schedule 1.3C hereto.

1.4 OBLIGATIONS ASSUMED BY UAM AND HEITMAN. As further consideration
for the sale of the Purchased Assets by the Sellers to Heitman and subject to
the provisions of Article VIII hereof, Heitman agrees, upon the terms and
subject to the conditions set forth herein, to assume at the First Closing all
obligations of the Sellers to perform or provide services after the First
Closing Date under the Investment Advisory Contracts, the Property Management
Contracts, and the contracts, leases and other agreements listed on the
Schedules to Section 1.1, and the accrued liabilities identified on Schedule 1.5
hereto, to the extent the same shall exist on the First Closing Date (the
"Assumed Obligations"). Except as described in the preceding sentence, nothing
in this Agreement or any Related Agreement (as defined herein) shall require UAM
or Heitman to assume, and UAM and Heitman do not assume, any liabilities or
obligations of the Sellers to any person or entity.

1.5 ACCRUED ITEMS OF INCOME AND EXPENSE. At the First Closing, prepaid
and accrued items of income and expense with respect to the Business identified
on Schedule 1.5 shall be allocated to the Sellers with respect to all periods on
or prior to the First Closing and to Heitman and/or its designated subsidiaries
with respect to all periods after the First Closing. Except as set forth on
Schedule 1.5 hereto, such prepaid and accrued items of income and expense shall
be determined as of the First Closing Date in accordance with generally accepted
accounting principles, provided, however, except as set forth on Schedule 1.5
hereto that all transaction fees with respect to transactions which close on or
after October 13, 1994 shall be allocated to Heitman or its designated
subsidiaries. If the amount of prepaid items allocated to Heitman and/or its
designated subsidiaries falls short of the amount of accrued items so allocated,
the cash to be delivered to Heitman and UAM under Section 1.1(j) above shall be
increased by the amount of such shortfall. If the amount of prepaid items
allocated to Heitman and/or its designated subsidiaries exceeds the amount of

<PAGE>

accrued items so allocated, Heitman shall pay to the Sellers the amount of such
excess in cash.

Article II. THE FIRST CLOSING AND THE SECOND CLOSING.

The closing (the "First Closing") of the transactions contemplated hereby
other than the purchase and sale of the Purchased Assets relating to PRA and
identified on Schedule 2 hereto (the "PRA Assets") will take place at 10:00 a.m.
at the offices of the Sellers' counsel within three business days after the
satisfaction or waiver of the conditions set forth in Articles IX and X hereof,
or at such other later time and place as the parties hereto may mutually agree
upon (the "First Closing Date"). The closing of the purchase and sale of the
PRA Assets (the "Second Closing") will take place at 10:00 a.m. at the offices
of the Sellers' counsel within three business day after the shareholder's
meeting of PRA Securities Trust described in Section 7.7 hereof , or at such
other later time and place as the parties hereto may mutually agree upon (the
"Second Closing Date"). All references to the First Closing or the First
Closing Date herein shall be deemed to refer to the Second Closing or the Second
Closing Date, as applicable, with respect to the PRA Assets.

It is understood and agreed that at the First Closing, the Sellers will
first cause to be conveyed all of the Purchased Assets (except the PRA Assets)
other than the Corporate Interests and the Partnership Interests. All rights to
receive the Purchase Price hereunder shall then be distributed out of the
Purchased Corporations and the Purchased Partnerships. Finally, the Sellers
will cause to be conveyed the Partnership Interests and thereafter, the
Corporate Interests.

Article III. REPRESENTATIONS AND WARRANTIES OF THE SELLERS.

As a material inducement to UAM and Heitman to enter into and perform this
Agreement, the Sellers represent, warrant, covenant and agree that:

3.1 ORGANIZATION AND AUTHORITY. Each Seller organized as a corporation
(the "Corporate Sellers") is a corporation duly organized, validly existing and
in good standing under the laws of the jurisdiction set forth on Schedule 1
hereto, with full power and authority to own or lease and use its properties and
assets (except where such failure would not have a material adverse effect on
the Business), to carry on its business as such business is now conducted, to
execute and deliver this Agreement, and to consummate the transactions
contemplated hereby. Each Seller which is a partnership (the "Partnership
Sellers") is a general partnership or a limited partnership as set forth on
Schedule 1 and is duly formed and validly existing under the laws of the
jurisdiction set forth on Schedule 1 hereto with full power and authority to own
or lease its properties or assets (except where such failure would not have a
material adverse effect on the Business) and to conduct its business as now

<PAGE>

conducted, to execute and deliver this Agreement, and to consummate the
transactions contemplated hereby. Each of the Purchased Corporations is a
corporation duly organized, validly existing and in good standing under the laws
of the jurisdiction set forth on Schedule 1 hereto, with full power and
authority to own or lease and use its properties and assets and to carry on its
business as now conducted. Each of the Purchased Partnerships and each of the
partnerships owned in whole or in part, directly or indirectly, by any of the
Purchased Corporations and/or Purchased Partnerships (the "Subsidiary
Partnerships", provided, however, that "Subsidiary Partnership" shall not
include any partnership that holds client assets (such as the Apartment
partnerships) for purposes of those representations and warranties which are
inconsistent with the fact that such partnership is not in the business of
providing investment advisory or property management services) is a general
partnership or a limited partnership as set forth on Schedule 1 and is duly
formed and validly existing under the laws of the jurisdiction set forth on
Schedule 1 hereto with full power and authority to own or lease its properties
or assets (except where such failure would not have a material adverse effect on
the Business) and to conduct its business as now conducted. Each of the
Purchased Corporations, Purchased Partnerships and Subsidiary Partnerships is
duly qualified or licensed as a foreign corporation or partnership, as
applicable, in each jurisdiction where such qualification or license is required
(except where the failure to be so qualified or licensed would not have a
material adverse effect on the Business), all of which jurisdictions and the
applicable Purchased Corporation, Purchased Partnership, or Subsidiary
Partnership are identified on Schedule 1 hereto.

3.2 CHARTER, BY-LAWS, MINUTES AND PARTNERSHIP AGREEMENTS. The copies of
the respective Certificate or Articles of Incorporation of each Corporate Seller
and Purchased Corporation as certified by the respective Secretary of State; the
By-laws of each Corporate Seller and Purchased Corporation as certified by its
Secretary; and the minutes of meetings of its Board of Directors and
stockholders (or consents in lieu thereof) of each Corporate Seller and
Purchased Corporation furnished to Heitman by the Sellers are true, correct and
complete and conform to the originals thereof. The copies of the partnership
agreements of each Partnership Seller, Purchased Partnership, and Subsidiary
Partnership furnished to Heitman by the Sellers are correct and complete,
conform to the originals thereof, and continue in full force and effect.

3.3 NO VIOLATION. Neither the execution and delivery by any of the
Sellers of this Agreement or any other agreement or instrument required by the
provisions of this Agreement (collectively, the "Related Agreements") to which
any of the Sellers may be a party, nor consummation of the transactions herein
or therein contemplated, nor compliance with the terms, conditions and
provisions hereof or thereof will conflict with or violate any provision of law
or the Certificate or Articles of Incorporation or By-laws of any Purchased
Corporation or Corporate Seller, 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 any
Purchased Corporation, Purchased Partnership, Subsidiary Partnership, or Seller
is a party or by which any Purchased

<PAGE>

Corporation, Purchased Partnership, Subsidiary Partnership, or Seller is bound
or to which any Purchased Corporation, Purchased Partnership, Subsidiary
Partnership, or Seller is subject, including the partnership agreement of any
Partnership Seller, Purchased Partnership, or Subsidiary Partnership or
constitute a default thereunder or result in the imposition of any lien, charge,
encumbrance or security interest of any nature whatsoever upon any of the
Purchased Assets pursuant to the terms of any such agreement or instrument
(except as contemplated by this Agreement), provided that the actions
contemplated by Article VII are taken and the consents and approvals described
in Section 3.23 hereof are obtained.

3.4 OWNERSHIP OF PURCHASED ASSETS. The equity ownership of each of the
Subsidiary Partnerships, Purchased Partnerships, Purchased Corporations and
Sellers that is not a natural person is set forth on Schedule 3.4 hereto
together with a description of any and all agreements, charges, options, liens,
security interests, pledges, claims, restrictions and encumbrances of any nature
whatsoever with respect thereto. Except as set forth on Schedule 3.4 hereto,
the Sellers have, directly or indirectly, good and valid title to all of the
Purchased Assets, free and clear of all claims, liens, pledges, mortgages,
security interests, encumbrances, charges, options, defaults, equities or
restrictions or other matters, if any, affecting the Sellers' title to,
ownership of, or lease interest in any of the Purchased Assets ("Encumbrances").

3.5 FINANCIAL STATEMENTS. The Sellers have delivered to UAM the audited
balance sheets of the Business as of the end of the two most recent fiscal years
of the Business, together with related audited statements of income, equity and
cash flow for each of the three most recent fiscal years of the Business,
certified by, or accompanied by a report of independent public accountants, all
of which balance sheets and financial statements (including the notes thereto)
for the periods specified therein are attached hereto as Exhibit G and
collectively called the "Audited Financials."

The Sellers have also delivered or will prior to the First Closing deliver
to UAM the unaudited balance sheets of the Business as of June 30, 1994, and
September 30, 1994, together with related statements of income, equity and cash
flow for the periods then ended, certified by the Sellers and the principal
financial and accounting officers of the Business, all of which balance sheets
and financial statements (including the notes thereto) have been or will be
attached hereto as Exhibit H and are referred to collectively as the "Unaudited
Financials." The Audited Financials and the Unaudited Financials are
hereinafter sometimes collectively referred to as the "Financial Statements."

The Financial Statements, when delivered in accordance with this Section,
will fairly present the financial position and results of operations of the
Business on the dates and for the fiscal periods then ended, in accordance with
generally accepted accounting principles which, except as may otherwise be noted
in the footnotes thereto, have been applied on a basis consistent with prior
periods. The Financial Statements reflect or provide for all claims

<PAGE>

against and all debts and liabilities of the Business in accordance with
generally accepted accounting principles.

Schedule 3.5 hereto lists and will list (as modified as of the First
Closing Date) all material claims against and all material debts and material
liabilities of the Sellers in connection with the Business, absolute, accrued,
contingent or otherwise, including all material bonuses payable, or paid since
the date of the latest Financial Statements, and taxes due as at the date
hereof, and as of the First Closing Date. Prior to the Closing, the Sellers
shall cause the employers of all employees of the Business to pay bonuses for
all such employees for the year ending December 31, 1994. .

Neither the Business nor any Purchased Corporation, Purchased Partnership,
or Subsidiary Partnership has any liability of any nature, contingent or
otherwise, which is not fully reflected or reserved against in the September 30,
1994 Financial Statements or listed in Schedule 3.5.

Attached to Schedule 3.5 is an "Expenses and Revenues Runrate" which
includes a pro forma statement of recurring annual revenues and all expenses for
the Business based on assets under management. Except as set forth on Schedule
3.5, such Expense and Revenues Runrate fairly presents the costs of running the
Business as it has been conducted by the Sellers. Such statement was prepared
in good faith based on reasonable assumptions.

3.6 NO ADVERSE CHANGE. Since September 30, 1994, (a) there has been no
material adverse change in the financial condition, results of operation,
assets, liabilities or business of the Business, and none of the Sellers has
become aware of any fact or condition (exclusive of general trends in the
institutional real property advisory industry or the real property management
industry and the general condition of the real estate markets, real estate
industry and economy of the United States) which any of them reasonably believes
would cause any such change at any time in the foreseeable future; and (b) the
physical properties owned or leased in connection with the Business have not
suffered any destruction or damage, regardless of whether or not the loss
suffered was insured, that would materially adversely affect the Business.

3.7 SUBSIDIARIES. Except as set forth on Schedule 3.7 hereto and except
for partnership interests in the Subsidiary Partnerships, none of the Purchased
Corporations, Purchased Partnerships or Subsidiary Partnerships owns, directly
or indirectly, other than for investment purposes, any of the capital stock of
any corporation, association, trust or similar entity, any interest in the
equity of any partnership or similar entity, any share in any joint venture, or
any other equity or proprietary interest in any entity or enterprise, however
organized and however such interest may be denominated or evidenced. Attached
to Schedule 3.7 is an organizational chart showing all subsidiary partnerships
and corporations (and any subsidiary partnerships or corporations of such
subsidiaries) of the Purchased

<PAGE>

Corporations and Purchased Partnerships, which chart is true, complete and
correct in all respects.

3.8 TAXES. For purposes of this Section 3.8 and Article VI, "Asset
Sellers" shall mean JMB Institutional Realty Corporation, JMB Properties Co. JMB
Property Services Co., JMB Property Company of Washington, and PRA Securities
Advisors, L.P. Each of the Asset Sellers, Purchased Corporations, Purchased
Partnerships and Subsidiary Partnerships has filed all federal, state, local
and other tax returns which are required to be filed by it and which were due
prior to the date of this Agreement and has paid all taxes shown thereon which
were due prior to the date of this Agreement and which are payable by the Asset
Sellers, Purchased Corporations, Purchased Partnerships, and Subsidiary
Partnerships, including without limitation all taxes on properties, income,
business and occupation, licenses, sales and use and payrolls. All federal,
state, local and other taxes accruable since the end of the respective periods
covered by such returns and up to the date hereof and the First Closing Date
which are or will be payable by the Purchased Corporations, Purchased
Partnerships, and Subsidiary Partnerships have or will have been paid or accrued
in accordance with generally accepted accounting principles by the Subsidiary
Partnerships , Purchased Corporations, or Purchased Partnerships, as appropriate
or reflected as a liability on Schedule 3.5 hereto. The tax returns of the
Purchased Corporations, Purchased Partnerships and Subsidiary Partnerships for
the last five fiscal years heretofore delivered to UAM are true, accurate and
complete, and fairly present the information purported to be shown therein, and
reflect all tax liabilities of the Purchased Corporations, Purchased
Partnerships and Subsidiary Partnerships for the periods covered thereby. The
Financial Statements include adequate reserves or otherwise provide in
accordance with generally accepted accounting principles for all accrued and
unpaid Federal, state and local taxes payable by the Purchased Corporations,
Purchased Partnerships, and Subsidiary Partnerships for periods covered thereby
except with respect to Subsidiary Partnerships which hold assets on behalf of
clients. Except as set forth on Schedule 3.8 hereto, there are currently no
audits, examinations or other disputes with any taxing authority with respect to
any tax liability of any of the Purchased Corporations, Purchased Partnerships,
or Subsidiary Partnerships.

JMB Institutional Realty Advisors, Inc. has filed a valid election under
Section 1362 of the Internal Revenue Code ("Code") to be an S corporation
governed by the provisions of Subchapter S of the Code effective from and after
the date indicated on Schedule 3.8 hereto. Such election has not been revoked.
JMB Institutional Realty Advisors, Inc. has at the time of the filing of such
election, and since such filing, has met all of the requirements of Subchapter S
of the Code to be eligible for treatment as an S corporation under the Code.

Except as set forth on Schedule 3.8 hereto, no federal income tax returns
of any of the Purchased Corporations, Purchased Partnerships or Subsidiary
Partnerships have been audited by the Internal Revenue Service, and none of the
Purchased Corporations, Purchased Partnerships or Subsidiary Partnerships has
granted any power of attorney to any person to represent it before the Internal
Revenue Service. Except as set forth on Schedule 3.8 hereto,

<PAGE>

no federal or state tax liabilities have been assessed or proposed with respect
to any Asset Seller, Purchased Corporation, Purchased Partnership, or Subsidiary
Partnership which remain unpaid. Except as set forth on Schedule 3.8 hereto,
none of the Asset Sellers, Purchased Corporations, Purchased Partnerships or
Subsidiary Partnerships is aware of any basis upon which any assessment for a
material amount of additional taxes with respect to any Purchased Corporation,
Purchased Partnership or Subsidiary Partnership could be made. Except as set
forth on Schedule 3.8 hereto, no state excise or business and occupation tax
returns of the Purchased Corporations, Purchased Partnerships or Subsidiary
Partnerships have been audited, and no state tax liabilities have been assessed
or proposed with respect thereto which remain unpaid.

Present taxes which the Purchased Corporations, Purchased Partnerships or
Subsidiary Partnerships are required by law to withhold or collect have been
withheld or collected and have been paid over to the proper governmental
authorities or are properly held by such taxpayer for such payment, and all
withholdings, collections or other payments payable in connection therewith as
of the dates of the Unaudited Financials, are, except with respect to Subsidiary
Partnerships which hold assets on behalf of clients, fully reflected or
disclosed in accordance with generally accepted accounting principles in the
balance sheets included as a part of the Unaudited Financials as at such dates.
All such taxes are and will be so withheld, collected, paid over or held for
payment as of the date of this Agreement and the First Closing. Except as set
forth on Schedule 3.8 hereto, no waivers of statutes of limitations with
respect to any tax returns of any Purchased Corporation, Purchased Partnership
or Subsidiary Partnership nor extensions of time for the assessment of any tax
has been given which are now in effect.

No Seller, Purchased Corporation, Purchased Partnership or Subsidiary
Partnership has taken or will take any action other than in the ordinary course
of business and other than the transactions to occur pursuant to this Agreement
which would create a tax liability of a Purchased Corporation, Purchased
Partnership or Subsidiary Partnership that would become such on or after the
First Closing Date or will cause or permit any other Affiliate of the Sellers or
the Business to take any such action.

No Purchased Partnership or Subsidiary Partnership has made an election to
be taxed other than as a partnership for federal tax purposes, and each
Purchased Partnership and Subsidiary Partnership has maintained its capital
accounts in all material respects in accordance with the Internal Revenue Code
of 1986, as amended, and regulations thereunder, and such accounts are properly
reflected in the federal tax returns for each Purchased Partnership and
Subsidiary Partnership for the period ended December 31, 1993 previously
supplied to UAM. Schedule 3.8 lists the tax matters partner and sets forth the
following information with respect to each of the Purchased Partnerships and
Subsidiary Partnerships: (i) the capital contributions of each of the general
partners and limited partners; (ii) any remaining commitment to make capital
contributions on behalf of each of the foregoing, (iii) the capital account
balances of each of the foregoing and (iv) the share of non-recourse debt

<PAGE>

(and recourse debt, if any) for each of the foregoing. Each of the Purchased
Partnerships and Subsidiary Partnerships has made (or will make prior to the
First Closing) an election under Section 754 of the of the Internal Revenue Code
effective for the tax year of such partnership in which the First Closing
occurs.

3.9 INTERESTS OF OFFICERS. Except for customary advances for business
expenses incurred in the ordinary course of business, no officer, director,
partner or stockholder of any of the Sellers, Purchased Corporations, Purchased
Partnerships or Subsidiary Partnerships nor any Affiliate of any of the
foregoing parties has any loan or other obligation outstanding to or from any of
the Purchased Corporations, Purchased Partnerships or Subsidiary Partnerships or
for which any of the Purchased Corporations, Purchased Partnerships or
Subsidiary Partnerships is or may be liable under guaranty or otherwise, or has
any material interest in any firm, person or entity with which the investment
advisory business has entered into any contract or lease, or with which the
investment advisory business does business and which would influence that person
in doing business with the Business in connection with the Business, other than
as disclosed in Schedule 3.9 or Schedule 3.33. Except as disclosed in Schedule
3.9 or Schedule 3.33, none of the Sellers nor any of their Affiliates has any
interest, directly or indirectly, or holds any office or position in any firm,
person or entity established for the benefit of any client or clients of the
Business.

3.10 LEASES. The assets (i) directly or indirectly owned by the Sellers
and relating to the Business and (ii) directly or indirectly owned by the
Purchased Corporations, Purchased Partnerships, and Subsidiary Partnerships
which consist of real estate or leasehold interests in or options on real estate
are listed on Schedule 1.1(g), together with all Encumbrances thereon. Directly
or indirectly, the Sellers have good and marketable title to the Leases, free of
all encumbrances other than those identified on Schedule 1.1(g).

Schedule 1.1(g) includes a summary description of the terms of the
aforesaid leases and options or, in lieu thereof, copies of such leases and
options. All leases listed on Schedule 1.1(g) are in good standing and are
valid and effective in accordance with their respective terms, and there is not
under any such lease any existing default or event which with notice or lapse of
time or both would become a default. Neither the assignment of such leases nor
the granting of a sublease with respect thereto pursuant hereto will constitute
a default or event of default thereunder. The Encumbrances set forth in
Schedule 1.1(g) do not singly or in the aggregate materially affect the value of
such real property or materially impair the use thereof in the Business.

3.11 PERSONAL PROPERTY. Set forth on Schedule 3.11 is a list or
description of all personal property and tangible assets (including without
limitation office equipment, computer equipment and software, leasehold
improvements, fixtures, furniture, furnishings, other equipment, supplies) owned
directly or indirectly by the Sellers and used by employees who will become
employees of Heitman or an affiliate in connection with the Business, together
with all Encumbrances thereon. Directly or indirectly, the Sellers have good
title to

<PAGE>

all of the Personal Property, free and clear of all Encumbrances other than
those listed on Schedule 3.11 hereto. The Encumbrances set forth in Schedule
3.11 do not singly or in the aggregate materially affect the value of such
personal property or materially impair the use thereof in the Business.
Schedule 3.11 will be updated as of the First Closing Date to list all such
Personal Property.

The Personal Property is in good operating condition and repair (ordinary
wear and tear to the extent that it does not in the aggregate materially
interfere with the operation of the Business excepted). Except as set forth on
Schedule 3.11 hereto, since September 30, 1994 no Personal Property has been
sold or otherwise disposed of other than in the ordinary course of business.
The Personal Property has been properly maintained and is operable and fit to be
used for its intended purposes (except for ordinary wear and tear to the extent
that it does not in the aggregate materially interfere with the operation of the
Business).

3.12 ACCOUNTS RECEIVABLE. The accounts receivable reflected in the
Unaudited Financials arose in the ordinary course of business and have been
collected in full or are fully collectible or, if not fully collectible, have
been written off or have had adequate reserves established therefor in
accordance with generally accepted accounting principles. Set forth on
Schedule 3.12 hereto is a list of all accounts receivable of the Business which
were billed as of June 30, 1994, showing the name of each debtor, the amount due
on each account, any write-off or reserve against each account, and the date
when the account became due. Such accounts receivable are likewise fully
collectible, unless otherwise indicated. Schedule 3.12 shall be supplemented at
the First Closing to reflect accounts receivable as of the First Closing Date.
Except as disclosed on Schedule 3.12 hereto, no agreements have been in effect
during the past year or are now proposed which would require any delay in
payment of any fees payable under the Investment Advisory and Property
Management Contracts. All fees payable under any Property Management Contract
pursuant to which property management services are performed for any of the
Sellers or any of their Affiliates will be paid currently.

3.13 INSURANCE. Each insurance policy which is maintained by the Sellers
in connection with the Business and by any of the Purchased Partnerships,
Subsidiary Partnerships or Purchased Corporations or upon the life of any person
employed by the Sellers or their Affiliates in connection with the Business is
set forth on Schedule 3.13 hereto showing the amount of coverage under each such
policy. The listed policies are reasonably adequate to protect the insured
properties against the insured risks, at current replacement values, subject to
reasonable deductibles, and the risks insured against are customary for the
industry. Except as set forth on Schedule 3.13 hereto, all such policies are
assignable.

Each insurance policy which is maintained by the Business on behalf of its
clients provides the amounts and types of coverage required by the applicable
agreement of the Business with such client.

<PAGE>

3.14 NAMES, FRANCHISES, PERMITS, ETC.. Each of the Purchased
Corporations, the Subsidiary Partnerships and the Purchased Partnerships has the
legal right to use its name in every state in which it now does business.
Except as noted on Schedule 3.14 hereto, the Sellers have directly or
indirectly, in connection with the Business, and the Purchased Corporations,
Purchased Partnerships, and Subsidiary Partnerships have, no franchises,
permits, licenses, trademarks, trade names, patents, patent applications,
copyrights, trade secrets, computer software, formula, designs or inventions and
none of the same are necessary to conduct the Business as it is now conducted
without infringing on the rights of any other person. None of the Sellers,
Purchased Corporations, Subsidiary Partnerships or Purchased Partnerships has
infringed or violated in any way any trademark, trade name, copyright, trade
secret rights or contractual relationships of others, and has not received any
notice, claim or protest respecting any such violations or infringement in
connection with the conduct of the Business. None of the Sellers, Purchased
Corporations, Subsidiary Partnerships or Purchased Partnerships has given any
indemnification to any person for any such violations or infringements.

3.15 INVESTMENT ADVISORY AND PROPERTY MANAGEMENT CONTRACTS. The Original
Schedule 1.3A is true, complete and accurate as of the date thereof and has been
prepared as described in Section 1.3(a) above. As of the First Closing Date,
the Closing Date Schedule 1.3A shall be true, complete and accurate and prepared
in accordance with Section 1.3(c) above. As of the Second Closing Date, the
Revised Closing Date Schedule shall be true, complete and accurate and prepared
in accordance with Section 1.3(e) above. As of the date of its preparation,
Schedule 1.3B shall be true, complete and accurate and prepared in accordance
with Section 1.3(f) above.

Each client listed on the Original and Closing Date Schedule 1.3A, on the
Revised Closing Date Schedule and on Schedule 1.3B is being or will be as of the
date thereof served by the Business in accordance with the information in such
Schedule, and none of the Sellers, the Purchased Corporations, the Purchased
Partnerships or the Subsidiary Partnerships has any knowledge of any prospective
termination by any such client of its Investment Advisory Contract or Property
Management Contract or withdrawal of assets from management by the Business or
proposed reduction in any fee rate under any such contract except as set forth
in such Schedules.

Except for the Kemper agreement, true, correct and complete copies of all
Investment Advisory Contracts and Property Management Contracts have been
provided to UAM. Schedule 1.3A separately identifies each Investment Advisory
Contract or Property Management Contract which in any material respect by its
terms provides any client with the most favorable provision offered to any other
client of the Business (any "most favored nation provisions") or which provides
for any contingently returnable fees. Each of the Investment Advisory Contracts
and Property Management Contracts is a legal, valid and binding obligation of
the parties thereto enforceable in accordance with its terms, subject to
(i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance

<PAGE>

and transfer and other similar laws of general application, heretofore or
hereafter enacted or in effect, affecting the rights and remedies of creditors
generally, and (ii) the exercise of judicial or administrative discretion in
accordance with general equitable principles, particularly as to the
availability of the remedy of specific performance or other injunctive relief
(the "Remedies Exception").

None of the Sellers, Purchased Corporations, Subsidiary Partnerships or
Purchased Partnerships are in breach, violation or default under any such
agreement. None of the Sellers, Purchased Corporations, Purchased Partnerships
or Subsidiary Partnerships have any arrangements or understandings relating to
the rendering of property management (other than for retail properties) or
institutional investment advisory services to anyone which are not disclosed on
the Original and Revised Closing Date Schedule 1.3A or on Schedules 1.1 or 11.1.

Schedule 1.3A identifies each Investment Advisory and Property Management
Contract which does not require the consent of the client in connection with the
transactions contemplated hereby. The Closing Date Schedule 1.3A shall include
a summary of the fee arrangements with each client and the dates on which such
arrangement became effective.

No fiduciary which is affiliated with any of the Sellers with respect to
any pooled investment vehicle of the Business who is entitled to indemnification
from the Purchased Corporations, Purchased Partnerships or Subsidiary
Partnerships has breached in any material respect any duty to any such pooled
investment vehicle.

3.16 OTHER CONTRACTS. All contracts (other than Investment Advisory
Contracts and Property Management Contracts) (i) to which any of the Purchased
Corporations, Subsidiary Partnerships or Purchased Partnerships is a party or by
which any of the Purchased Corporations, Subsidiary Partnerships or Purchased
Partnerships is bound and which relate to the Business and (ii) to which any of
the Sellers is a party or by which any of them are bound and which relate to the
Business and which (iii) are not identified on any other Schedule hereto, and
all confidentiality agreements with respect to the Business obtained from
parties other than UAM are listed on Schedule 1.1(h) hereto. None of the
Sellers, Purchased Corporations, Subsidiary Partnerships or Purchased
Partnerships is obligated under any contract or agreement which materially and
adversely affects the properties, prospects, assets or condition, financial or
otherwise, of the Business or of any of the Purchased Corporations, Purchased
Partnerships, or Subsidiary Partnerships. Except as set forth on Schedule 3.16
hereto, none of the Purchased Corporations, Subsidiary Partnerships or Purchased
Partnerships is liable under any loan agreement or bank credit agreement. None
of the Purchased Corporations, Purchased Partnerships, or Subsidiary
Partnerships has given any power of attorney to any person or entity which is
presently outstanding or in force for any purpose whatsoever except as provided
to any party to accept service of process on its behalf in the jurisdictions
listed on Schedule 1 and except as otherwise set forth on Schedule 3.16 hereto.
None of the Sellers, Purchased Corporations, Purchased Partnerships, or
Subsidiary

<PAGE>

Partnerships are in default under (nor is any of the Purchased Corporations,
Purchased Partnerships, Subsidiary Partnerships or Sellers aware of any fact or
event which with the lapse of time or the giving of notice or both would
constitute a default under) any contract or obligation which would result in a
liability that would materially adversely affect the Business or any Purchased
Corporation, Purchased Partnership or Subsidiary Partnership.

3.17 EMPLOYEES. Set forth on Schedule 3.17 attached hereto (or on such
updated schedule delivered prior to the Closing) is a list of all present
employees of the Sellers and/or their affiliates in connection with the
Business who are expected to become employees of Heitman or an Affiliate of
Heitman (the "Employees"). Also set forth on Schedule 3.17 with respect to each
such employee is the following information: (a) the annualized salary in fiscal
year 1993; (b) the amount of salary currently being paid on an annualized basis;
(c) the nature (e.g., cash bonus) and amount of all aggregate direct and
indirect remuneration other than salary paid during fiscal year 1993, except
that only those amounts which appear on the Form W-2 need be set forth on such
Schedule 3.17 for any Employee whose total annual compensation for 1993 is less
than $100,000; (d) the nature and amount of all aggregate direct and indirect
remuneration proposed to be paid during fiscal year 1994 except that only those
amounts which appear on the Form W-2 need be set forth on such Schedule 3.17 for
any Employee whose total annual compensation for 1993 is less than $100,000; (e)
the terms of any employment agreement between any of the Sellers or their
affiliates and such employee; (f) the nature and amount of any perquisites or
personal benefits currently being provided to or for the account of such
employee, other than the employee benefit plans of general application described
on Schedule 3.21 hereto; and (g) the employer of such employee. Also set forth
on Schedule 3.17 is a list of individuals who are "leased employees" within the
meaning of Section 4.14(n) of the Code with respect to the Purchased
Corporations, Purchased Partnerships or Subsidiary Partnerships or in connection
with the Business. As soon as practicable, and in any event not less than two
weeks prior to the First Closing, Schedule 3.21 shall be augmented to list the
multiemployer plans as defined in Section 4001(a)(3) of ERISA and the Benefits
Plans, as defined in Section 3.21, in which such employee participates or has
any entitlement

3.18 BANK ACCOUNTS AND MONEY MARKET FUNDS. Set forth on Schedule 3.18
hereto is the name and location of each bank and money market fund in which any
of the Sellers, Purchased Corporations, Purchased Partnerships or Subsidiary
Partnerships has an account or accounts or safe deposit boxes or that any of the
Sellers has with respect to the Business, the name and number of each account or
box, the names of persons authorized to draw thereon or having access thereto,
and the balance of each account and the contents of each box as of a date within
ten days of the date hereof. Also set forth on Schedule 3.18 is a list of bank
accounts which the Business maintains on behalf of its clients, which includes
each bank and the name and number of each account. Such Schedule shall be up-
dated as of the First Closing Date, except that information with respect to the
balances of such accounts may be delivered not less than two days after the
First Closing Date. .

<PAGE>

3.19 LITIGATION. Except as set forth in Schedule 3.19 hereto, there are
no actions, suits, proceedings or investigations of any kind ("Actions")
pending, or, to the knowledge of any Seller, Purchased Corporation, Purchased
Partnership, or Subsidiary Partnership threatened before any court, commission,
agency or other administrative authority relating to the Business or any
Purchased Corporation, Purchased Partnership, or Subsidiary Partnership or any
of the properties which are the subject of any Investment Advisory Contract or
Property Management Contract against any Seller, Purchased Corporation,
Purchased Partnership or Subsidiary Partnership or any of their stockholders,
partners or directors, or any of their businesses or properties or any entity
created for the benefit of clients of the Business. None of the Sellers,
Purchased Assets, Purchased Corporations, Subsidiary Partnerships or Purchased
Partnerships is the subject of any order or decree; provided, that the parties
hereto agree that Schedule 3.19 attached hereto on the date hereof shall not
describe (i) Actions relating solely to tenant collection Actions or (ii)
Actions in which tortious acts or negligence are alleged where such Actions are
fully insured subject to commercially reasonable deductible amounts; provided
further, that the parties understand and agree that with respect to Actions
relating to properties with respect to which the Business has a property
management contract and which are not owned by an Affiliate of JMBRC, only
Actions of which the Sellers have actual knowledge are set forth on Schedule
3.19. As soon as practicable after the date hereof but in any event not less
than two weeks prior to the First Closing Date, the Sellers will provide to
Heitman a revised Schedule 3.19 which will include all Actions required to be
disclosed under this Section 3.19 without giving regard to the first proviso of
the preceding sentence.

3.20 FINDER'S FEE. None of the Sellers, Purchased Corporations,
Purchased Partnerships or Subsidiary Partnerships has incurred any obligation of
any kind whatsoever to any party for a finder's fee in connection with the
transactions contemplated by this Agreement.

3.21 EMPLOYEE BENEFIT PLANS. Schedule 3.21 attached hereto lists all
deferred compensation, pension, profit sharing and retirement plans, and all
material bonus and all other employee benefit or fringe benefit plans maintained
by any of the Sellers, Purchased Corporations, Purchased Partnerships or
Subsidiary Partnerships or with respect to which contributions are made by any
of the Sellers, Purchased Corporations, Purchased Partnerships or Subsidiary
Partnerships or by any employer of the Employees (including health, life
insurance and other benefit plans maintained for retirees) for the benefit of
employees of the Business. Said plans, including but not limited to all plans
or programs that constitute "employee benefit plans" as defined in Section 3(3)
of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
other than a "multiemployer plan" as defined in Section 4001(a)(3) of ERISA are
sometimes collectively referred to in this section as "Benefit Plans." Complete
copies of all Benefit Plans, including any insurance contracts under which
benefits are provided, as currently in effect have been provided to UAM. UAM
has also been provided with a complete copy of the summary plan description, if
any was

<PAGE>

required by ERISA to be prepared and distributed to participants, for each
Benefit Plan. Except as set forth in Schedule 3.21:

(a) Each of the Sellers, Purchased Corporations, Purchased
Partnerships, Subsidiary Partnerships and employers of the Employees has
fulfilled its obligations to the extent applicable under the minimum funding
requirements of Section 302 of ERISA and Section 412 of the Internal Revenue
Code of 1986, as amended (the "Code"), with respect to each Benefit Plan. Each
of the Sellers, Purchased Corporations, Subsidiary Partnerships, Purchased
Partnerships and employers of the Employees has made all payments to all Benefit
Plans as required by the terms of each such Benefit Plan and any applicable
collective bargaining agreements and in accordance, if applicable, with the
actuarial and funding assumptions in effect as for the most recent actuarial
valuation of such plans and the quarterly contribution requirements of Section
302(e) of ERISA and Section 412(m) of the Code. No lien exists on any of the
Sellers', Purchased Corporations', Purchased Partnerships' or Subsidiary
Partnerships' assets pursuant to Section 302(f) of ERISA or Section 412(n) of
the Code. A copy of the most recent actuarial valuation and report for each
defined benefit pension plan has been provided to UAM. Except as disclosed on
Schedule 3.21, each Benefit Plan has been funded or will be funded in accordance
with its terms through the First Closing Date, including the payment of
applicable premiums on any insurance contract funding a Benefit Plan for
coverage provided through the First Closing Date.

(b) Each Benefit Plan is in compliance in all material respects
with the presently applicable provisions of ERISA and the Code, including but
not limited to the satisfaction of all applicable reporting and disclosure
requirements under ERISA and the Code. Each of the Sellers, Purchased
Corporations, Purchased Partnerships, Subsidiary Partnerships and employers of
the Employees, as appropriate, has filed or caused to be filed with the Internal
Revenue Service annual reports on Form 5500 or 5500C and 5500R, as applicable,
for each Benefit Plan for all years and periods for which such reports were
required, and such reports for the past five years have been provided to UAM.

(c) No "prohibited transaction," as defined in Section 406 of
ERISA and Section 4975 of the Code, has occurred in respect of any Benefit Plan
which could give rise to any liability or tax under ERISA or the Code on the
part of any of the Sellers, Purchased Corporations, Purchased Partnerships or
Subsidiary Partnerships, and no civil or criminal action brought pursuant to
part 5 of Title I of ERISA is pending or, to the Sellers' knowledge, is
threatened in writing or orally against any fiduciary of any such plan.

(d) The Internal Revenue Service has issued a letter for each
Benefit Plan which is a funded employee pension benefit plan (as defined in
Section 3(2) of ERISA) determining that such plan is a qualified plan under
Section 401(a) of the Code and is exempt from Federal income tax under Section
501(a) of the Code, and there has been no occurrence since the date of any such
determination letter which has adversely affected such qualification; provided,
however, that all amendments necessary or desirable to maintain

<PAGE>

such qualified status under the Code because of the Tax Reform Act of 1986 and
subsequent legislation have not been adopted and submitted to the Internal
Revenue Service for such a determination letter.

(e) The assets of each Benefit Plan that is subject to Title IV
of ERISA will, as of the First Closing, be sufficient to pay all "benefit
liabilities" as defined in Section 4001(a)(16) of ERISA. There shall not be as
of the First Closing any outstanding unpaid minimum funding waiver within the
meaning of Section 412(d) of the Code.

(f) There has not been any (1) termination or partial
termination of any employee pension benefit plan (as defined in Section 3(2) of
ERISA) maintained by any of the Sellers, Purchased Corporations, Purchased
Partnerships, Subsidiary Partnerships or employers of the Employees (or by any
person, firm or corporation which is or was under common control within the
meaning of Section 4001(b) of ERISA or Section 414(b), (c) (m) or (o) of the
Code, with the Sellers, Purchased Corporations, Purchased Partnerships,
Subsidiary Partnerships or employers of the Employees (hereinafter called "an
Affiliate") during the period of such common control, at a time when Section
4021(a) of ERISA applied to such plan) in connection with the Business, (2)
commencement of any proceeding to terminate any such plan pursuant to ERISA, or
otherwise, or (3) written notice given to any Seller, Purchased Corporations,
Purchased Partnerships, Subsidiary Partnerships or employers of the Employees or
any Affiliate of the intention to commence or seek the commencement of any such
proceeding, which (under (1)) resulted or (under (2) or (3)) would result in any
insufficiency of plan assets necessary to satisfy benefits guaranteed under
Section 4022 of ERISA or benefits vested under the plan. Each Affiliate and
its relationship has been listed on Schedule 3.21 hereto. Any termination of
any employee pension benefit plan covered by Section 4021(a) of ERISA has been
disclosed in Schedule 3.21 attached hereto and was accomplished in accordance
with the requirements of ERISA (including ERISA Section 4041, if applicable) and
the Code and all applicable regulations in effect under ERISA and the Code in
effect at the time the termination occurred. No "reportable event" as defined
in Section 4043 of ERISA which could result in material liability has occurred
with respect to any pension benefit plan of the Business and none of the
Sellers, Purchased Corporations, Purchased Partnerships, Subsidiary Partnerships
or employers of the Employees nor any of their Affiliates has any liability to
the Pension Benefit Guaranty Corporation with respect to or arising from the
maintenance of any pension benefit plan.

(g) None of the Sellers, Purchased Corporations, Subsidiary
Partnerships or Purchased Partnerships nor any of their Affiliates is a party to
any pension plan that is a "multiemployer plan" within the meaning of Section
4001(a)(3) of ERISA. None of the Purchased Corporations, Subsidiary
Partnerships or Purchased Partnerships have made contributions to or incurred
liability with respect to any multiemployer plan within the meaning of Section
4001(a)(3) of ERISA. None of the Sellers, Purchased Corporations, Subsidiary
Partnerships or Purchased Partnerships nor any of their Affiliates currently has
any liability to make any withdrawal liability payment to any multiemployer
plan. None of

<PAGE>

the Sellers, Purchased Corporations, Purchased Partnerships, or Subsidiary
Partnerships nor any of their Affiliates is delinquent in making any
contributions required to be paid to any multiemployer plan. There is no
pending dispute between any of the Sellers, Purchased Corporations, Subsidiary
Partnerships or Purchased Partnerships or any of their Affiliates and any
multiemployer plan concerning payment of contributions or payment of withdrawal
liability payments.

(h) Each Benefit Plan that provides medical benefits has been
operated in compliance with all requirements of Sections 601 through 609 of
ERISA and Section 4980B of the Code and regulations thereunder, relating to the
continuation of coverage under certain circumstances in which coverage would
otherwise cease.

(i) Schedule 3.21 discloses, and separately indicates, each
plan, fund or program maintained by the Sellers, Purchased Corporations,
Purchased Partnerships, Subsidiary Partnerships or employers of the Employees
that provides post retirement medical benefits, post retirement death benefits
or other post retirement welfare benefits for employees of the Business. A copy
of any written description of post retirement welfare benefits that has been
provided to employees has been furnished to UAM. A copy of each plan document,
insurance contract or other written instrument providing for post retirement
welfare benefits has been provided to UAM, together with a description of any
advance funding arrangement that has been established to fund post retirement
welfare benefits.

3.22 DISCLOSURE. The representations and warranties made by the Sellers
in this Agreement and any statements by them made in any of the Exhibits or
Schedules hereto do not contain any untrue statement of a material fact or omit
to state a material fact necessary in order to make any such representation,
warranty or statement, in the light of the circumstances under which they were
made, not misleading. Except as set forth on Schedule 3.22 hereto and except
for matters generally known in the real estate industry, there is no fact or
condition particularly related to the Business which is known to any Seller and
no Seller is aware of any fact or condition particularly related to the Business
which any of them reasonably believes might adversely affect in a material
fashion the business, property, condition (financial or otherwise), or results
of operations of the Business and which has not been set forth in this Agreement
or in an Exhibit or Schedule hereto.

3.23 APPROVALS. No approval, authorization, order, license or consent of
or registration, qualification or filing with any governmental authority and no
approval or consent by any other person or entity is required in connection with
the execution, delivery or performance by the Sellers of this Agreement and the
Related Agreements, other than as set forth in Schedule 3.23 hereto or
contemplated by Article VII and Sections 3.26, 9.13 and 9.17 hereof.

3.24 CORPORATE SELLERS' AUTHORITY. Each Corporate Seller has full right,
power and authority to execute, deliver and perform this Agreement and the
Related Agreements to

<PAGE>

which it is a party, all proper corporate actions of each such corporation's
Board of Directors and stockholders authorizing the execution, delivery and
performance hereof and thereof having been taken. This Agreement has been duly
executed and delivered by each Corporate Seller and constitutes, and the Related
Agreements to which each of them will be a party will be duly executed and
delivered and, when so executed and delivered, will constitute, valid and
legally binding obligations of such party enforceable in accordance with their
respective terms, subject to the Remedies Exception. There are pending no
proceedings or actions to dissolve any Corporate Seller.

3.25 PARTNERSHIP SELLERS' AND ALL OTHER SELLERS' AUTHORITY. The
Partnership Sellers and all other Sellers have full right, power and authority
to execute, deliver and perform this Agreement and each Related Agreement to
which they are parties. This Agreement has been duly executed and delivered by
the Partnership Sellers and all other Sellers and constitutes, and each Related
Agreement to which they will be parties will be duly executed and delivered and,
when so executed and delivered, will constitute, the valid and legally binding
obligation of each of them, enforceable in accordance with their respective
terms, subject to the Remedies Exception.

3.26 GOVERNMENT REGULATION. Each of the Sellers, Purchased
Corporations, Subsidiary Partnerships and Purchased Partnerships listed on
Schedule 3.26 (the "Registered Advisers") hereto is duly registered as an
investment adviser under the Investment Advisers Act of 1940 and has been so
registered since the date set forth on Schedule 3.26, and is registered as an
investment adviser in the states referenced in item 7, Part I of its current
Form ADV, and is in material compliance with all state laws requiring
registration, licensing or qualification as an investment adviser. Each such
federal and state registration is in full force and effect. Each Registered
Adviser has delivered to UAM a true and complete copy of its Form ADV, as
amended to date, filed with the Securities and Exchange Commission; copies of
all state registration forms, likewise as amended to date; and copies of all
current reports required to be kept by such Registered Adviser pursuant to the
Investment Advisers Act of 1940 and rules promulgated thereunder, and pursuant
to applicable state statutes. The information contained in such forms and
reports was true and complete in all material respects at the time of filing.
Each Registered Adviser has filed all amendments required to be filed to its
Form ADV and state registration forms under federal and state law. Each
Registered Adviser has filed all reports required to be filed by it under the
Securities Exchange Act of 1934 (including Sections 13(d), (g) and (f) thereof)
and rules promulgated thereunder.

None of the Sellers, Purchased Corporations, Subsidiary Partnerships or
Purchased Partnerships is an "investment company," within the meaning of the
Investment Company Act of 1940, which is required to be registered under that
Act in order to engage in the transactions described in Section 7 of that Act.
None of the Sellers, Purchased Corporations , Subsidiary Partnerships or
Purchased Partnerships is a "broker" or "dealer" within the meaning of the
Securities Exchange Act of 1934. Copies of all inspection reports or similar

<PAGE>

documents furnished to the Sellers, Purchased Corporations, Subsidiary
Partnerships or Purchased Partnerships by the Securities and Exchange Commission
or state regulatory authorities since September 30, 1989 have been provided to
UAM. None of the Sellers, Purchased Corporations, Subsidiary Partnerships or
Purchased Partnerships is required to disclose any information to clients under
SEC Rule 206(4)-4 promulgated under the Investment Advisers Act of 1940.

Except for the Registered Advisers, none of the Sellers, Purchased
Corporations, Purchased Partnerships or Subsidiary Partnerships is required to
be registered as an investment adviser under the Investment Advisers Act of 1940
or under the laws of any state.

Except with respect to the entities listed on Schedule 3.26 hereto (the
"Funds"), no Seller, Purchased Corporation, Subsidiary Partnerships or Purchased
Partnership acts as investment adviser or subadviser to any "investment
company," as defined in the Investment Company Act of 1940, which is registered
under such Act. PRA has a written investment advisory agreement with each Fund
pursuant to which it serves as investment adviser to each Fund, and has
delivered to UAM true and complete copies of such agreements. To the knowledge
of the Sellers, each of such agreements is in full force and effect and no party
thereto is in default thereunder. The investment advisory agreement relating to
each Fund will terminate upon the consummation of the transaction contemplated
by this Agreement, and new agreements may be entered into in accordance with the
procedures established by the Investment Company Act of 1940 and the regulations
promulgated thereunder.

None of any Seller or any other "interested person" of the Business, as
such term is defined in the Investment Company Act of 1940, receives or is
entitled to receive any compensation directly or indirectly (i) from any person
in connection with the purchase or sale of securities or other property to, from
or on behalf of any of the Funds, other than bona fide ordinary compensation as
principal underwriter for the Funds or (ii) from the Funds or its security
holders for other than bona fide investment advisory, subsidiary, or other
service.

3.27 CONFLICT POLICIES. Each of the Registered Advisers' policies with
respect to avoiding conflicts of interest are as set forth in Schedule 3.27
hereto. There have been no violations or allegations of violations of such
policies which have occurred or been made.

3.28 NO PRACTICES IN VIOLATION OF LAW. None of the Sellers, Purchased
Corporations, Subsidiary Partnerships or Purchased Partnerships, or any of their
Affiliates, has engaged in or is now engaging in any act, conspiracy or course
of conduct in violation of any applicable federal or state law which would
result in a materially adverse change in the financial condition, results of
operation, assets, liabilities or business of the Business, and none has
received any notice, claim or protest that it is now or has heretofore been so
engaged. None of the Sellers, Purchased Corporations, Subsidiary Partnerships
or Purchased Partnerships, or any of their Affiliates have breached their duties
as fiduciaries and/or service

<PAGE>

providers in connection with the Business, imposed by any federal or state law,
including, without limitation, ERISA.

3.29 EMPLOYEES' HEALTH. Prior to the execution of this Agreement, each
employee listed on Schedule 3.29 has delivered to UAM a letter from a licensed
physician familiar with such person's health indicating that such person is in
good health, which letters are included in Schedule 3.29.

3.30 INVESTMENT REPRESENTATIONS. Each of the Sellers understand that as
of the date when the Note and Warrant are issued to the Sellers, such securities
will not have been registered under the Securities Act of 1933, and the rules
and regulations thereunder (the "Securities Act"), or qualified under any
applicable state securities laws, on the ground that the transfer of such
securities to the Sellers is exempt from the registration and prospectus
delivery requirements of the Securities Act and from qualification under any
applicable state securities laws, and that such exemptions are based on the
representations and warranties made herein.

The Sellers are acquiring the Note and Warrant for their own account and
not for that of any other persons, and without a view to or in connection with
any distribution thereof which is proscribed by the Securities Act or any rule
or regulation thereunder or in violation of any applicable state securities
laws.

None of the Sellers shall offer, sell or otherwise dispose of the Note and
Warrant except in conformity with Rule 144 of the Securities and Exchange
Commission or pursuant to a registration statement under the Securities Act and
qualification under applicable state securities laws or pursuant to an opinion
of counsel reasonably satisfactory to UAM that such registration and
qualification is not required. The Sellers acknowledge and agree that the Note
and Warrant shall be endorsed with the legends set forth in Exhibit A and D
hereto.

UAM may require as a condition precedent to any proposed offer, sale,
transfer, pledge, hypothecation or other disposition of the Note and Warrant by
the Sellers other than in conformity with Rule 144 of the Securities and
Exchange Commission or pursuant to a registration statement under the Securities
Act that the proposed transferee first sign, seal and deliver to UAM an
investment agreement with respect to the securities to be offered, sold,
transferred, pledged, hypothecated or otherwise disposed of containing
substantially the agreements, representations and warranties set forth in this
Section 3.30.

Each of the Sellers acknowledges receipt from UAM of its Annual Report to
Stockholders for the fiscal year ended December 31, 1993; its proxy statement in
connection with its annual meeting of May 19, 1994; and its Quarterly Reports on
Form 10-Q for the fiscal quarters ended March 31, 1994, and June 30, 1994. Each
of the Sellers represents to UAM (i) that they have reviewed such reports and
statements; (ii) that they have been afforded the opportunity to ask questions
and receive answers concerning the terms and

<PAGE>

conditions of the offering of the Note and Warrant hereby and to obtain any
additional information that UAM possesses or can acquire without unreasonable
effort or expense that is necessary to verify any of the information contained
in any such reports and statements; and (iii) that they have such knowledge and
experience in financial and business matters that they are capable of evaluating
the merits and risks of an investment in UAM.

3.31 LICENSES AND PERMITS. Schedule 3.31 lists all governmental
licenses, permits and authorizations which are held or used by the Sellers,
Purchased Corporations, Subsidiary Partnerships or Purchased Partnerships in the
conduct of the Business, except for licenses, permits and authorizations issued
in connection with the construction or occupancy of real estate (the "Operating
Licenses"). With respect to each such Operating License, Schedule 3.31 contains
a brief description of the Operating License; the identity of the issuing agency
or authority; the license or permit number; and the expiration date of each such
Operating License. Except as set forth on Schedule 3.31, such Operating
Licenses are the only governmental licenses, permits and authorizations
currently required by the Sellers, Purchased Corporations, Subsidiary
Partnerships or the Purchased Partnerships for the operation of the Business
(except for construction and occupancy related permits as set forth above) and
all such Operating Licenses are in effect as of the date hereof and will be on
the First Closing Date, except where the ineffectiveness of any such Operating
License would not have a material adverse effect on the Business. Each of the
Sellers, Purchased Corporations, Subsidiary Partnerships or Purchased
Partnerships, as appropriate, has complied with all conditions or requirements
imposed by the Operating Licenses described on Schedule 3.31, except where
failure to so comply would not be materially adverse to the Business, and none
of the Sellers, Purchased Corporations, Subsidiary Partnerships or Purchased
Partnerships has received any notice, nor have any of the Sellers, Purchased
Corporations, Purchased Partnerships or Subsidiary Partnerships any reason to
believe, that any appropriate authority intends to cancel or terminate any of
such Operating Licenses or that valid grounds for such cancellation or
termination currently exist (exclusive of any such Operating License where
cancellation or termination thereof would not have a material adverse effect on
the Business).

3.32 POOLED INVESTMENT VEHICLES. Correct and complete copies of all
organizational documents and offering memoranda relating to the pooled
investment vehicles listed on Schedule 1.3A have been provided to UAM.

3.33 INVESTMENT VEHICLES. Schedule 3.33 contains a list of all entities
formed by the Business on behalf of its investment advisory clients for the
purpose of holding property, the persons who own all of the equity interests in
such entities, the names of all officers, directors, managing partners or
trustees of any such entities, and their affiliation, if any, with the Business.

3.34 TITLE TO PURCHASED ASSETS. Except as set forth on Schedule 3.34
attached hereto, the instruments of transfer and assignment delivered by the
Sellers (or caused by

<PAGE>

them to be delivered) on the First Closing Date will be adequate to convey all
rights (direct and indirect) of the Sellers in the Purchased Assets to Heitman,
free and clear of all Encumbrances.

3.35 ADEQUACY OF PURCHASED ASSETS AND OTHER RIGHTS FOR CONDUCT OF
BUSINESS. Except as set forth on Schedule 3.35 attached hereto, no part of
the Business is conducted through any entity other than one of the Purchased
Corporations, Purchased Partnerships or Subsidiary Partnerships. Except as set
forth on Schedule 3.35 attached hereto, the rights to the Purchased Assets and
all other rights to be granted to Heitman as contemplated by this Agreement at
the First Closing, are all of the assets and rights which are reasonably
necessary in order to conduct the Business as it is now conducted.

3.36 CAPITAL CONTRIBUTIONS. Except as set forth on Schedule 3.36 hereto,
there are no capital contribution requirements in any Purchased Partnership or
Subsidiary Partnership which have not been fully satisfied.

3.37 NO OTHER BUSINESS. None of the Purchased Corporations, Purchased
Partnerships, or Subsidiary Partnerships has conducted any business other than
the Business, except as set forth on Schedule 3.37 hereto.

Article IV. INDEMNIFICATION .

4.1 INDEMNIFICATION, GENERAL. Subject to all of the limitations and
provisions of this Article IV, the Sellers identified on Schedule 1 hereto as
Indemnitors (together, the "Indemnitors" and individually, an "Indemnitor")
agree to indemnify, defend with counsel reasonably satisfactory to UAM, save and
hold UAM and Heitman and its designated subsidiaries harmless from and against
and compensate them for any and all demands, claims, actions, causes of action,
assessments, damages, liabilities, losses, diminution in value, expenses, fees,
judgments or deficiencies of any nature whatsoever (including, without
limitation, any unpaid taxes due from the Sellers and reasonable attorneys' fees
and other costs and expenses incident to any suit, action or proceeding
including those incurred in connection with the enforcement of this Agreement or
any Related Agreement) ("Losses") received, incurred or sustained by them, or
any of them, to the extent to which they arise out of or result from:

(i) any breach of any representation, warranty (including without
limitation those set forth in Article III hereof) or non-fulfillment
of any covenant of any party to this Agreement or to any Related
Agreement (other than UAM, Heitman or their Affiliates) hereunder or
under any Schedule, Exhibit or Related Agreement;

(ii) any violation of the bulk sales law of the State of Illinois;

29
<PAGE>

(iii) any employee benefit plan (as defined by Section 3(3) of ERISA) or
any compensation or other employee or fringe benefit which any
Seller, Purchased Corporation, Purchased Partnership, or Subsidiary
Partnership, any employer of the Employees or any Affiliates (as
such term is defined in Section 3.21 hereof) at any time prior to
the First Closing Date maintained, administered, or contributed to
or was or would be subject to including, without limitation, any
liability for health continuation requirements and any employee
severance obligation arising out of the transactions contemplated by
this Agreement or any of the Related Agreements, including the
transfer of the employment of the Employees to Heitman or its
subsidiaries or the termination of any Employee's (or group of
Employees') employment arising out of the transactions contemplated
by this Agreement, whether arising out of a statutory requirement,
or contractual obligation to any such Employee or otherwise, except,
to the extent they relate to a period after the First Closing Date,
for severance obligations of UAM, Heitman or their Affiliates
arising from their contractual obligations to any such employee or
policies or employee benefit programs or for any statutory
requirement; or

(iv) any failure by any of the Sellers to pay or perform when due any
liability or obligation of the Business not expressly assumed by
Heitman or any of its Affiliates pursuant hereto.

4.2 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The representations and
warranties of the Sellers set forth in this Agreement and referred to in
Section 4.1 above shall survive the First Closing for two years (except that the
representations and warranties of the Sellers set forth in Section 3.8 (TAXES)
and 3.21 (EMPLOYEE BENEFIT PLANS) of this Agreement shall survive the First
Closing for seven years) notwithstanding the establishment of a shorter period
by any applicable statute of limitations, the provisions of which are hereby
waived, provided that liability with respect to any representation or warranty
as to which a claim is made within such two-year and seven-year periods, as
applicable, shall continue until finally determined and paid.

The representations and warranties of UAM and Heitman set forth in this
Agreement and referred to in Article V shall survive the First Closing for two
years notwithstanding the establishment of a shorter period by any applicable
statute of limitations, the provisions of which are hereby waived, provided that
liability with respect to any representation, warranty, covenant or obligation
as to which a claim is made within such two-year period shall continue until
finally determined and paid.

Each claim for indemnification pursuant to this Article IV shall be made in
writing and shall set forth specifically the facts claimed to give rise to
indemnification and the

<PAGE>

representations, warranties, covenants or agreements claimed to be false or to
have not been fulfilled, and the damages claimed as a result thereof.

4.3 THIRD-PARTY CLAIMS. Should any claim be made or suit or proceeding
be instituted against a party entitled to indemnification hereunder (an
"Indemnified Party") which, if valid or prosecuted successfully, would be a
matter for which they are entitled to be defended, saved harmless or indemnified
under this Agreement (a "Third-Party Claim"), the Indemnified Party shall notify
the parties responsible for such indemnification (the "Indemnifying Parties") in
writing concerning the same promptly after the assertion or commencement
thereof.

The Indemnifying Parties shall control the defense of any Third-Party
Claim, with counsel reasonably satisfactory to the Indemnified Parties, against
the Indemnified Parties and the Indemnifying Parties shall use their best
efforts to defeat or minimize any loss resulting from such Third-Party Claim.
The Indemnified Parties shall use their best efforts to minimize any Loss
resulting from any such Third Party Claim, provided, however, that the
provisions of this sentence shall not require an Indemnified Party to take any
action which might interfere with its relationship with a client. The
Indemnifying Parties shall provide the Indemnified Parties with such information
and opportunity for consultation as may reasonably be requested by the
Indemnified Parties, and either they or any of them shall be entitled to
participate in the defense of a Third-Party Claim and to engage counsel for such
purpose at the expense of such Indemnified Party. The Indemnifying Parties
shall have the right to settle Third-Party Claims against the Indemnified
Parties on terms which are judged reasonable by the Indemnifying Parties and
such settlements shall be binding upon the Indemnified Parties and the
Indemnifying Parties for purposes of indemnification under this Agreement,
provided that the Indemnified Parties have been held harmless against or
indemnified for amounts agreed to be paid or amounts paid in such settlement.
No Indemnified Party shall have the right to settle any Third-Party Claim
against it except with the consent of the Indemnifying Parties, which consent
shall not be unreasonably withheld where the settlement of such claim does not
involve the payment of money damages or the admission of any liability or guilt
on the part of the Indemnifying Party. The Indemnified Parties shall in any
event render all such assistance as the Indemnifying Parties shall reasonably
request in the defense of any Third-Party Claim. All costs and expenses
incurred by the Indemnifying Parties and the Indemnified Parties in connection
with the defense of a Third-Party Claim shall upon demand be paid by the
Indemnifying Parties.

The amount for which any Indemnifying Parties shall be liable in respect of
any Third-Party Claim shall be reduced to the extent that the Indemnified
Parties or any Affiliate thereof shall realize any net proceeds recovered from
insurers with respect to such Third-Party Claim.

4.4 SET-OFF. Subject to the provisions of Section 4.6 below, any amount
or amounts owing from the Indemnitors to UAM and/or Heitman under this Article
IV may be

<PAGE>

paid to UAM or Heitman by set-off dollar for dollar against any amounts owing to
the Sellers under this Agreement and the Related Agreements, to the extent such
amounts are sufficient, without prejudice to UAM's or Heitman's right to pursue
any other remedies at law or in equity in the event such amounts are
insufficient, and without prejudice to the rights of any such Seller to
contribution from or indemnification by any other Seller.

4.5 LIMITATION ON LIABILITY. Notwithstanding the foregoing, the
Indemnitors shall have no liability under this Article IV to indemnify UAM
and/or Heitman for any Loss unless and until the aggregate amount of all Losses
to UAM and Heitman exceeds two hundred thousand dollars ($200,000.00), in which
event UAM and Heitman shall be entitled to indemnification with respect to the
full amount of such Losses determined without reference to such limitation.
Notwithstanding anything contained in this Article IV, the Indemnitors'
aggregate liability under this Article IV shall not exceed the total amount of
the Purchase Price paid to the Sellers pursuant to this Agreement.

4.6 ORDER OF PAYMENT Without prejudice to UAM's and Heitman's right to
seek indemnification from any and all of the Indemnitors, UAM and Heitman agree
that they will seek payment due under this Article IV first by set-off against
the Note as permitted by Section 4.4, and then, to the extent such amounts are
insufficient, from JMBRC. If JMBRC does not pay the full balance due under this
Article IV within 30 days of receiving a written demand from UAM or Heitman, UAM
and/or Heitman shall upon demand be paid by the Indemnitors. The aggregate
obligation of any Indemnitor under this Article IV shall be limited to such
Indemnitor's pro rata portion of the Purchase Price, based on such Indemnitor's
percentage ownership of the Purchased Assets set forth on Schedule 1, the
parties agreeing that for the purposes of determining the Indemnitors' pro rata
liability under this Article IV, the members of each control group specified on
Schedule 1 shall be aggregated and treated as one Indemnitor and the liability
within each such control group shall be joint and several as to such control
group's pro rata obligation hereunder. Notwithstanding anything to the contrary
contained in this Article IV, no Indemnitor shall have any liability for a
breach of any covenant set forth in Sections 11.1 or 11.2 of this Agreement by
any other Seller following the First Closing. Notwithstanding anything else
contained in this Article IV, only JMBRC shall be responsible hereunder for
breach of the Software License Agreement, Tradename License Agreement or Service
Bureau Agreement.

4.7 INDEMNIFICATION BY UAM AND HEITMAN. UAM and Heitman jointly and
severally agree to indemnify, defend with counsel reasonably satisfactory to the
Sellers , save and hold the Sellers harmless from and against and compensate
them for all Losses received, incurred or sustained by the Sellers , or any of
them, to the extent that they shall arise out of or result from any breach of
any representation, warranty or covenant (including without limitation those set
forth in Article V hereof), or non-fulfillment of any obligation of UAM or
Heitman under this Agreement or any exhibit, schedule or certificate or other
document furnished in connection herewith.

<PAGE>

Each claim for indemnification pursuant to this Section 4.7 shall be made
in writing and shall set forth specifically the facts claimed to give rise to
indemnification and the representations, warranties, covenants or agreements
claimed to be inaccurate or to have been breached, and the damages claimed as a
result of such breach.

4.8 EXCLUSIVITY. The parties hereto agree that, following the First
Closing, with respect to any breach or violation of any representation or
warranty (including without limitation those set forth in Sections III and V
hereof) or any covenant, obligation or other term set forth in this Agreement,
other than a breach or violation of the covenants and terms of Sections 11.1 and
11.2 hereof, the only relief and remedy available to the party indemnified for
such breach in respect of such breach shall be (a) damages, but only to the
extent properly claimable hereunder and as limited pursuant to this Article IV;
(b) specific performance if a court of competent jurisdiction in its discretion
grants the same; or (c) injunctive or declaratory relief if a court of competent
jurisdiction in its discretion grants the same.

Article V. REPRESENTATIONS OF UAM AND HEITMAN.

As a material inducement to the Sellers to enter into and perform this
Agreement, UAM and Heitman represent, warrant, covenant and agree, that:

5.1 ORGANIZATION OF UAM AND HEITMAN AND CORPORATE AUTHORITY. UAM is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware, with full power and authority to own or lease and use
its properties and assets, to carry on its business as such business is now
conducted, to execute and deliver this Agreement and to consummate the
transactions contemplated hereby. Heitman is a corporation duly organized,
validly existing and in good standing under the laws of the State of Illinois
with full power and authority to own or lease and use its properties and assets,
to carry on its business as such business is now conducted, to execute and
deliver this Agreement and to consummate the transactions contemplated hereby.

5.2 NO VIOLATION. Neither the execution and delivery by UAM or Heitman
of this Agreement or any of the Related Agreements to which UAM or Heitman may
be parties, nor consummation of the transactions herein or therein contemplated,
nor compliance with the terms, conditions and provisions hereof or thereof will
conflict with or violate any provision of law or the Certificate or Articles of
Incorporation or By-laws of UAM or Heitman, 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 UAM or Heitman is a party or by which UAM or Heitman is bound or to which
UAM or Heitman is subject, or constitute a default thereunder or result in the
imposition of any lien, charge, encumbrance or security interest of any nature
whatsoever upon any of UAM's or Heitman's assets pursuant to the terms of any
such agreement or instrument, provided that

<PAGE>

the actions contemplated by Article VII hereof are taken and the consents and
approvals described in Section 5.9 are obtained.

5.3 FINDER'S FEE. Neither UAM nor Heitman has incurred any obligation
of any kind whatsoever to any party for a finder's fee in connection with the
transactions contemplated by this Agreement.

5.4 CHARTER, BY-LAWS AND RESOLUTIONS. The copies of the respective
Certificate or Articles of Incorporation of UAM and Heitman certified by the
respective Secretary of State; the By-laws of UAM and Heitman as certified by
their respective Secretaries; and resolutions of UAM's and Heitman's respective
Boards of Directors relating to the transactions contemplated by this Agreement,
furnished by UAM and Heitman to the Sellers, are true, correct and complete and
conform to the originals thereof.

5.5 FINANCIAL STATEMENTS OF UAM. UAM has delivered to the Sellers an
audited, consolidated balance sheet of UAM as at December 31, 1993, together
with a related audited, consolidated statements of income, stockholders' equity
and cash flow for the year then ended, certified by, or accompanied by a report
of, independent public accountants, which balance sheet and financial statements
(including the notes thereto) for such period are collectively called the "UAM
Audited Financials" and are attached hereto as Exhibit I.

UAM has also delivered to the Sellers an unaudited, condensed,
consolidated balance sheet as of June 30, 1994, together with an unaudited,
condensed, consolidated statements of income and cash flow for the six-month
period then ended, which balance sheet and financial statements (including the
notes thereto) are referred to collectively as the "UAM Unaudited Financials "
and are attached hereto as Exhibit J. The UAM Audited Financials and the UAM
Unaudited Financials are hereinafter sometimes collectively referred to as the
"UAM Financial Statements."

The UAM Financial Statements fairly present the financial position and
results of operations of UAM on the dates and for the fiscal periods then ended,
in accordance with generally accepted accounting principles which, except as may
otherwise be noted in the footnotes thereto, have been applied on a basis
consistent with prior periods.

Heitman has also delivered to JMB an audited balance sheet as of December
31, 1993 for Heitman Advisory Corporation ("HAC") (the "HAC Balance Sheet"),
attached hereto as Exhibit J-1. The HAC Balance Sheet fairly presents the
financial position of Heitman 2 on the date period then ended, in accordance
with generally accepted accounting principles which, except as may otherwise be
noted in the footnotes thereto, have been applied on a basis consistent with
prior periods.

5.6 LITIGATION. Except as may be disclosed in the UAM reports and
statements referred to in Sections 3.30 and 5.5 above, there are no material
actions, suits, proceedings or

<PAGE>

investigations of any kind pending or, to the knowledge of its responsible
officers, threatened against UAM or Heitman before any court, commission, agency
or administrative authority. Neither UAM nor Heitman is the subject of any
order or decree which is materially adverse to the financial condition,
operations, assets or liabilities of UAM or Heitman.

5.7 DISCLOSURE. The representations and warranties made by UAM and
Heitman in this Agreement and any statements made by them in any of the Exhibits
or Schedules hereto do not contain any untrue statement of a material fact or
omit to state a material fact necessary in order to make such representation,
warranty or statement, in light of the circumstances under which they were made,
not misleading. There is no fact or condition particularly related to the
business of UAM which is known to UAM and which UAM reasonably believes might
adversely affect in a material fashion the business, property, condition
(financial or otherwise) or results of operations of UAM and which has not been
set forth in this Agreement or an Exhibit or Schedule hereto or disclosed in the
UAM reports or statements referred to in Section 3.30 above.

5.8 UAM'S AND HEITMAN'S AUTHORITY. UAM and Heitman have full right,
power and authority to execute, deliver and perform this Agreement and the
Related Agreements to which they may be parties, all proper corporate actions
authorizing the execution, delivery and performance hereof and thereof having
been taken. This Agreement has been duly executed and delivered by UAM and
Heitman and constitutes, and the Related Agreements to which they may be parties
will be duly executed and delivered and, when executed and delivered, will
constitute, valid and legally binding obligations of UAM and Heitman,
enforceable in accordance with their respective terms, subject to the Remedies
Exception. There are no pending proceedings or actions to dissolve either UAM
or Heitman.

5.9 APPROVALS. No approval, authorization, order, license or consent of
or registration, qualification or filing with any governmental authority and no
approval or consent by any other person or entity is required in connection with
the execution, delivery or performance by UAM and Heitman of this Agreement and
the Related Agreements, other than as contemplated by Article VII and Sections
9.13, 9.16, 9.17 and 9.18 hereof and other than as stated in the following
sentences. Heitman is required to obtain the prior consent of its lending
banks to the transactions contemplated by this Agreement. UAM is required to
obtain the prior consent of its lending banks to the transactions contemplated
by this Agreement.

5.10 CAPITALIZATION OF UAM . UAM has duly authorized 200,000,000 shares
of Common Stock, $.01 par value, of which 28,083,186 shares were issued and
outstanding and 10,307,394 shares were reserved for issuance on exercise of
outstanding warrants or options or upon conversion of outstanding convertible
notes, or otherwise, as of September 30, 1994. UAM also has authorized
5,000,000 shares of Preferred Stock, $1.00 par value, none of which is
outstanding.

<PAGE>

5.11 AUTHORIZATION OF NOTE AND WARRANT. The Note and the Warrant have
been duly authorized by all necessary corporate action of UAM and, when issued,
sold and delivered in accordance with this Agreement, will constitute the legal,
valid and binding obligations of UAM enforceable in accordance with their
respective terms, subject to the Remedies Exception. The issuance, sale and
delivery of the Note and Warrant in accordance with this Agreement will not
conflict with or violate any provision of law or the Certificate of
Incorporation or By-laws of UAM, 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 UAM
is a party or by which UAM is bound or to which UAM is subject, or constitute a
default thereunder or result in the imposition of any lien, charge, encumbrance
or security interest of any nature on the property of UAM pursuant to the terms
of such agreement or instrument. UAM will notify JMBRC of the Holders of the
Senior Debt as defined in the Subordination Agreement from time to time.

5.12 RESERVATIONS OF COMMON STOCK. The shares of UAM Common Stock
issuable upon exercise of the Warrant have been duly reserved for issuance upon
such exercise and, when issued, will be validly authorized, issued and
outstanding, fully paid and nonassessable.

5.13 FIDUCIARY REQUIREMENT. Heitman or any Affiliate of Heitman which
accepts the assignment or transfer of any Investment Advisory Contracts pursuant
to the terms of this Agreement shall satisfy the standards and requirements
imposed by such contract for a fiduciary, including without limitation any such
standards or requirements under ERISA.

5.14 SECURITIES LAW REPRESENTATIONS. Each of UAM and Heitman
acknowledges that as of the date the securities included in the Purchased Assets
are assigned to Heitman, such securities will not have not been registered under
the Securities Act or qualified under any applicable state securities law, on
the ground that the transfer of such securities to Heitman (or its designee) is
exempt from the registration and prospectus delivery requirements of the
Securities Act and from qualification under any applicable state securities
laws, and that such exemptions are based on the representations and warranties
made herein.

Heitman (or its designee) is acquiring the securities for its own account
and not for that of any other persons, and without a view to or in connection
with any distribution thereof which is proscribed by the Securities Act or any
rule or regulation thereunder or in violation of any applicable state securities
laws.

5.15 HEITMAN'S BUSINESS. Subject to the matters disclosed on Schedule
5.15 hereto, during the five-year period prior to the date hereof, no persons
which are investment advisory clients of the Business have terminated investment
advisory arrangements with Heitman (or any Affiliate) or have made claims
against Heitman (or any Affiliate) in connection with any investment advisory
arrangements with Heitman (or any Affiliate). There are no threatened claims or
disputes involving any investment advisory clients of Heitman (or any Affiliate)

<PAGE>

which are also clients of the Business regarding any investment advisory
arrangements with Heitman (or any Affiliate). Neither UAM nor Heitman have any
knowledge of any prospective termination of any investment advisory arrangement
with Heitman (or any Affiliate) by a client of Heitman (or any Affiliate) which
is also a client of the Business or any withdrawal of assets by any such client
from management by Heitman (or any Affiliate) or any proposed reduction by any
such client in any existing fee rate payable in connection with an investment
advisory arrangement with Heitman (or an Affiliate). As used in this Section
5.15, the term "client" shall include the participants of any client which is a
commingled fund.

5.16 INTENT OF UAM AND HEITMAN. Each of UAM and Heitman acknowledges and
agrees that it intends for Heitman and its subsidiaries to own and operate the
Purchased Assets as part of their on-going business and that it has no present
intention of reselling the Purchased Assets in whole or substantially in part.

5.17 NO ADVERSE CHANGE. Since June 30, 1994, there has been no material
adverse change in the financial condition or results of operations of UAM or
Heitman, and neither UAM nor Heitman is aware of any fact or condition in
existence today (but exclusive of general trends in the real property management
industry and the general condition of the economy of the United States) which it
believes would cause any such change in the foreseeable future.

Article VI. TAX MATTERS.

6.1 TAX RETURNS. UAM and Heitman, on the one hand, and the Sellers, on
the other hand shall cooperate with one another to prepare and file, or to cause
to be prepared and filed, all requisite federal, state and local tax returns
disclosing the consummation of the transactions contemplated hereunder in a
manner consistent with the Agreement and as a taxable transaction under the
Code. The Asset Sellers shall prepare and file or cause to be prepared and
filed on or before the due date or any extension thereof all federal, state, and
local tax returns required to be filed by them or any Purchased Corporation,
Purchased Partnership or Subsidiary Partnership with respect to the Business's
operations for the taxable year in which the First Closing occurs and with
respect to the sale of the Purchased Assets.

6.2 TRANSFER TAXES ON SALE. All transfer, excise, or other transfer
taxes payable by reason of the purchase and sale of the Purchased Assets
hereunder shall be borne by the Sellers, except that UAM or Heitman shall pay
any such taxes assessable against them

6.3 ALLOCATION OF PURCHASE PRICE AMONG PURCHASED ASSETS. The Purchase
Price shall be allocated by UAM in accordance with Section 1060 of the Code and
the regulations thereunder among the Purchased Assets acquired hereunder. For
purposes of such allocation, the fair market values of such assets, shall be
determined by UAM, using an independent

<PAGE>

appraiser selected by UAM as and to the extent deemed necessary by UAM, at UAM's
sole expense, beginning as soon as practicable after the date hereof. The
Sellers shall cooperate fully with any such appraisal. The parties acknowledge
that the Purchase Price allocated to Purchased Assets that constitute
"amortizable Section 197 Intangibles" within the meaning of Section 197 of the
Code shall be reflected in a single amount so designated on Internal Revenue
Service Form 8594. In any event, the parties hereto shall furnish such
information to the Internal Revenue Service with respect to allocation of the
Purchase Price payable hereunder as may be required by Section 1060 of the Code
and regulations promulgated thereunder. UAM shall furnish the Sellers with a
copy of the Internal Revenue Form 8594 (or substitute therefor) it proposes to
submit to the Internal Revenue Service, at least 15 days prior to the due date
for delivering Sellers' returns and the Sellers shall furnish information
consistent therewith to the Internal Revenue Service in connection with the
filing of their 1994 (and, if applicable, 1995) federal income tax return(s).
UAM shall consult with the Sellers regarding the preparation of such Internal
Revenue Form 8594.

6.4 ELECTION UNDER SECTION 338(H)(10) OF THE CODE. The parties hereto
agree that, with respect to the purchase and sale of the stock of JMB
Institutional Realty Advisors , Inc. hereunder, the parties shall make an
election under Section 338(h)(10) of the Internal Revenue Code of 1986, as
amended (the "Code") and acknowledge and understand that the effect of such
election will be to treat the acquisition of the stock of JMB Institutional
Realty Advisors for tax purposes as a purchase of all of the assets of JMB
Institutional Realty Advisors, Inc. , followed by a complete liquidation
thereof. None of the Sellers, directly or indirectly have taken or will take any
action which might disqualify the parties from making such election under the
Code as of the First Closing Date.

6.5 TREATMENT AS AN ASSET ACQUISITION The parties hereto intend that,
to the extent permitted by applicable law (including regulations), the purchase
and sale of the Purchased Assets as described in this Agreement shall be
treated, for purposes of federal income taxation, as the taxable acquisition of
assets, either directly or as deemed acquisitions under Section 338(h)(10) of
the Code in the case of the stock of JMB Institutional Realty Advisors , Inc.,
or pursuant to Sections 708 and/or 754 of the Code in the case of the
Partnership Interests or Subsidiary Partnerships and the Sellers will cooperate
with UAM and Heitman in any way necessary, including the filing of appropriate
elections under the Code, to effectuate this intent. In any case where a
Purchased Corporation, Purchased Partnership or a Subsidiary Partnership also
sells Purchased Assets hereunder, such Purchased Assets shall be transferred
prior to the transfer of the interests in such Purchased Corporation, Purchased
Partnership or Subsidiary Partnership, and parties hereto will take no position
inconsistent with such treatment on any tax return or report.

6.6 SELLERS' RESPONSIBILITY FOR TAX LIABILITIES. The Sellers shall pay
all tax liabilities of the Business for all periods prior to and including the
First Closing Date and UAM and Heitman shall be responsible for all tax
liabilities of the Business for all periods after the First Closing Date (except
that the Sellers shall be responsible for payment of all tax

<PAGE>

liabilities with respect to PRA Assets for all periods prior to and including
the Second Closing Date and UAM and Heitman shall be responsible for all tax
liabilities of PRA for all periods after the Second Closing Date). UAM and
Heitman, on the one hand, and the Asset Sellers, on the other hand, shall
cooperate fully with each other in connection with the preparation of any tax
return affecting the other party with respect to the Business or any contest or
dispute with any taxing authority in respect of any such tax return.

UAM shall give the Sellers prompt notice of the commencement of any audit
or examination by any taxing authority of any tax return of a Purchased
Partnership, Subsidiary Partnership or Purchased Corporation for any taxable
period beginning prior to the First Closing Date.

At its own expense, and with counsel chosen by it, the Sellers may assume
the defense of any such audit or examination, and shall, upon such assumption,
have the sole right to defend and contest such audit or examination and to
settle or compromise all or any portion of the issues raised or tax deficiencies
asserted by such taxing authority in connection with such audit or examination.
Notwithstanding the foregoing, the Sellers shall consult with UAM as to all tax
matters that affect UAM or Heitman and arise from the period prior to and
including the First Closing Date (or the Second Closing Date, as applicable).
Sellers may appoint JMBRC or other affiliate of JMBRC to act as Seller's
authorized representative in connection with any such audit or examination.

6.7 IDENTITY OF PURCHASER. The parties hereto intend that for federal
and state income tax purposes, UAM shall be treated as the purchaser of all of
the Purchased Assets, and in the case of Purchased Assets that are transferred
by the Sellers at the direction of UAM to a direct or indirect subsidiary of
UAM, the parties hereto intend that for federal and state income tax purposes,
UAM will be treated as purchasing such assets and transferring them to Heitman,
which shall, if applicable, be treated as transferring such Purchased Assets to
its subsidiaries, with the transfer reported by each applicable indirect
subsidiary of UAM to which UAM directed the applicable Seller to transfer such
Purchased Assets. The parties hereto will take no position inconsistent with
the preceding sentence on any tax return or report.

Article VII. PRE-CLOSING COVENANTS.

7.1 PROCEDURE FOR OBTAINING CONSENTS. Following the execution and
delivery of this Agreement and prior to the First Closing, and thereafter as
necessary, the parties hereto shall cooperate with one another to satisfy the
obligations set forth on Schedule 7.1 attached hereto.

7.2 NON-DISCLOSURE. UAM and Heitman, on the one hand and the Sellers on
the other hand agree that no disclosure of the negotiation or execution of this
Agreement or the

<PAGE>

transactions contemplated hereby shall be made to clients of the Business or to
other persons not employed by the Business or its attorneys and accountants in
advance of the publication by UAM of a press release on such matters, except in
accordance with procedures established by UAM, in order to comply with federal
securities laws and the rules of the New York Stock Exchange and except as
required by law or pursuant to government inquiry. Notwithstanding the
foregoing, UAM shall, in advance of publishing any such press release, obtain
approval of such press release from Judd Malkin and Neil Bluhm, which approval
shall not be unreasonably withheld.

7.3 FILINGS. Prior to or on the First Closing Date, the parties shall
cooperate to prepare and, if requested by UAM, to file all documents and forms
and amendments to forms, including without limitation Form ADV-W filed with the
Securities and Exchange Commission and corresponding state forms for each of the
Purchased Corporations and Subsidiary Partnerships listed on Schedule 7.3 hereto
(the "Withdrawing Advisers"), amended Form ADV and corresponding state forms for
Heitman or its designee and for JMBIR and each of the Purchased Partnerships
listed on Schedule 7.3 hereto., a Form 8-K, a New York Stock Exchange listing
application covering UAM Common Stock issuable upon exercise of the Warrant to
be issued hereunder, applications for state and local tax lien waivers, forms
required by the Hart-Scott-Rodino Act (as defined in Section 9.17 below) and all
other documents which are or will be required to be filed or delivered under
UAM's New York Stock Exchange listing agreement and the Exchange's rules and
under applicable federal and state laws and regulations promulgated thereunder,
including without limitation the Investment Advisers Act of 1940 and applicable
state advisers acts, as a result of the consummation of the transaction
contemplated by this Agreement. The parties agree that any filing fees payable
in connection with compliance with the requirements of the Hart-Scott-Rodino Act
shall be paid by the party required to make the related filing.

7.4 CLOSING CONDITIONS. Each of the Sellers shall use its best efforts
to cause the satisfaction of all conditions precedent to UAM's and Heitman's
obligations hereunder set forth in Article IX. UAM and Heitman shall use their
best efforts to cause the satisfaction of all conditions precedent to the
Sellers' obligations hereunder set forth in Article X and to cause the
satisfaction of the conditions set forth in Sections 9.13, 9.15, 9.16, 9.26 and
9.18 and to obtain the bank consents referred to in Section 5.9 hereof. The
Sellers shall cause all of the parties to the Related Agreements (other than
UAM, Heitman or their Affiliates) to execute and deliver each of the Related
Agreements.

7.5 RETURN OF CONFIDENTIAL INFORMATION. As soon as practicable after
the execution hereof, the Sellers and their agents and representatives shall
exercise their rights under all confidentiality agreements with parties other
than UAM to obtain the return or destruction of all confidential information
concerning the sale of the Business delivered thereunder.

7.6 THIRD PARTY DISCUSSIONS. The Sellers covenant and agree that,
following the execution and delivery of this Agreement and at all times prior to
the First Closing, none of

<PAGE>

them shall provide any material non-public information concerning the Business
or the Purchased Assets to anyone other than UAM and Heitman or their lending
banks or clients of the Business in the ordinary course of business nor meet,
discuss or negotiate with anyone other than UAM and Heitman with respect to the
acquisition of all or any part of the Purchased Assets, Business, or securities
of any of the Corporate Sellers, Partnership Sellers or Subsidiary Partnerships,
whether by purchase or business combination.

7.7 AGREEMENT RELATING TO MUTUAL FUNDS The Sellers agree to use their
best efforts to cause to be prepared and filed with the Securities and Exchange
Commission proxy materials for meetings of the shareholders of the Funds and to
use their best efforts to cause proxy solicitation to be undertaken in order
that such meetings be held prior to January 31, 1995, at which the approval of
the shareholders of the Funds will be sought for new investment advisory
agreements with a subsidiary or Heitman substantially in the form of Sellers'
existing advisory agreements with the Funds (the "New Fund Agreements") with
respect to the Funds to be effective by such date, and for such other matters as
may be required by the Investment Company Act of 1940, as amended, including
specifically Section 15(f) thereof relating to the sale of investment advisers.
The Sellers agree to seek the approval of the New Fund Agreements by the Funds'
boards of directors (or the equivalent) acting in accordance with Section 15(c)
of the Investment Company Act of 1940.

The New Fund Agreement with any Fund shall have been approved by the board
of directors (or the equivalent) and the shareholders of such Fund in conformity
with the Investment Company Act of 1940, including without limitation Sections
15(a) and (c) thereof, and the regulations promulgated thereunder and with any
applicable state statutes and regulations, and as of the Second Closing shall be
in full force and effect. As of the Second Closing, at least 75% of the members
of the board of directors of each Fund which is listed on Schedule 1.3A as of
the Second Closing shall not be interested persons (as such term is defined in
the Investment Company act of 1940) of the Business or Heitman and shall have
been selected, proposed for election, and elected in accordance with Section
16(b) of that Act; and the composition of the board of directors of each Fund
which is listed on Schedule 1.3A as of the Second Closing shall comply with
Section 10 of that Act.

7.8 AGREEMENT ON SPECIFICATIONS FOR TENANT BUILD-OUT OF SUBLEASED OFFICE
SPACE. JMBRC and Heitman hereby agree to enter into a Sublease substantially in
the form attached hereto as Exhibit Q (the "Sublease") and JMBRC agrees to cause
the "Master Landlord" to enter and consent thereto at the First Closing. The
parties intend for the Sublease premises to consist of two (2) contiguous floors
of office space in the property identified in the Sublease, that the office
space shall be for the employees of the Business in property management, leasing
and other related operations to be employed by Heitman after the First Closing,
and that the office space will be self contained, independent and contiguous and
consistent in terms of quantity and quality with the space and ancillary
facilities such as conference rooms which such employees have had available to
them as employees of the Business The parties also intend for the Sublease to
provide a reasonable procedure for constructing necessary

<PAGE>

improvements to the space to satisfy the foregoing requirements, following the
First Closing, and for an orderly time-table for such employees to move into the
Sublease Premises. As soon as practicable after the date hereof, JMBRC shall
prepare and submit detailed plans and specifications for such improvements to
the Sublease Premises, and a final form of Sublease, to Heitman for approval,
which approval shall not be unreasonably withheld or delayed.

7.9 PROHIBITION ON SERVICING CLIENTS. Heitman covenants and agrees that,
if this Agreement shall be terminated pursuant to Section 12.1 hereof, then, for
the seven-year period following the date hereof, Heitman shall not provide
investment advisory services or property management services to JMB Group Trusts
I-V and Endowment I-IV in respect of any property in which such clients have an
interest, unless such client shall have asked Heitman to provide such services.
Nothing contained in this Section 7.9 shall prohibit Heitman from responding to
a request for proposal or other solicitation for any such services.

7.10 WITHDRAWAL FROM EMPLOYEE BENEFIT PLANS. Prior to or on the First
Closing Date, the Sellers shall take all steps necessary for each of the
Purchased Corporations, Purchased Partnerships and Subsidiary Partnerships to
withdraw from and terminate its participation in and benefit accrual of its
employees under each Benefit Plan and have no liability with respect to any
Benefit Plan or multiemployer plan as defined in such Section 4001(a)(3).

7.11 PROPERTY MANAGEMENT CONTRACTS. Before the First Closing, the
Sellers shall cause to be amended the Property Management Contracts in the
manner set forth on Schedule 7.11 hereto

7.12 JOINT VENTURE AGREEMENT. The parties shall negotiate in good faith
to reach agreement on the creation of a joint venture or other arrangement
whereby Heitman will provide property management services to properties
identified by the Sellers after the First Closing, and in connection therewith,
the Sellers would receive payments equal to 15% of the gross property management
fees earned on such services.

7.13 SUBADVISORY AGREEMENT. The parties shall prior to the First Closing
negotiate in good faith an agreement as to the form of a subadvisory agreement
between JMBIR and Heitman (or its subsidiary) with respect to assets under
management for the Endowment and Foundation Realty Partnership-JMB-I. Such
agreement shall provide for payment of fees as reflected in Schedule 1.3A hereto
for so long as such fees are due under the applicable organizational documents
for such partnership.

<PAGE>

Article VIII. CONDUCT OF THE BUSINESS PRIOR TO THE FIRST CLOSING DATE.

The Sellers agree that, from the date hereof to the First Closing Date,
except as set forth on Schedule 8 or as otherwise consented to or approved by
UAM in writing or required by this Agreement:

(a) Except for Exhibit S, no change shall be made in the
Articles of Incorporation or the By-laws of any of the Corporate Sellers or
Purchased Corporations, or in the partnership agreement of any of the
Partnership Sellers, Purchased Partnerships or Subsidiary Partnerships, nor
shall any option, warrant, call, commitment, right or agreement of any character
be granted or made with respect to the Corporate Interests or Partnership
Interests.

(b) With respect to the Business, no increase shall be made in
the rate of compensation payable or to become payable by the Sellers to any
director, officer, employee or agent, no person shall be elected an officer of
any of the Sellers and no change shall be made in the office of any officer of
any of the Sellers or the responsibility of any such officer except as
occasioned by the death, resignation or disablement of any officer; and no
collective bargaining agreement, bonus, stock option, profit-sharing,
compensation, pension, welfare, retirement or other similar arrangement, or
employment contract shall be entered into or materially changed by any of the
Sellers or employers of the Employees with respect to such employers. All
bonuses and vacation pay payable to any director, officer, employee or agent of
the Business for 1994 and/or any prior period shall be paid in full prior to
the First Closing. The amounts of all such bonuses and vacation pay paid shall
be as set forth in Schedule 8.

(c) No capital expenditure (other than for ordinary repairs and
maintenance) shall be incurred or contracted for and no litigation shall be
settled with respect to the Business (which does not include capital
expenditures or litigation with respect to the assets of the clients of the
Business) without prior consultation with UAM, and no such capital expenditure
or settlement in excess of $50,000 shall be made without UAM's consent.

(d) The Business shall be conducted in the ordinary course.
They shall cause the Business to meet all of its obligations as they become due,
and to use best efforts to continue to solicit new clients and to offer
investment advisory services in the ordinary course of business subject to
obligations imposed upon the Sellers by this Agreement, to maintain its
corporate records, to keep the Receivables current consistent with past
practice, to preserve the business organization and properties of the Business
intact, to keep available the services of the Business's employees, and to
preserve the goodwill of the Business's clients, suppliers, and others with whom
business relationships exist. The fee rates which were in effect on July 1,
1994 shall not be changed.

<PAGE>

(e) The Sellers shall afford to UAM, Heitman and their
representatives free access to the properties and records of the Business during
normal business hours and upon reasonable notice in order that UAM and Heitman
may have full opportunity to make such investigation as they shall desire of the
Business's affairs for purposes consistent with this Agreement. UAM and Heitman
will cause all information so obtained which is not in the public domain to be
held confidential, and will cause all documents obtained during such
investigation to be returned promptly to the Sellers in the event of the
termination of this Agreement.

Article IX. CONDITIONS PRECEDENT TO UAM'S AND HEITMAN'S OBLIGATIONS.

All obligations of UAM and Heitman under this Agreement are subject to the
fulfillment and satisfaction, prior to or at the First Closing, of each of the
following conditions, any one or more of which may be waived by UAM:

9.1 DELIVERY OF DOCUMENTS OF TRANSFER. The Sellers shall have delivered
to Heitman or its designated direct or indirect subsidiaries all such documents
of transfer, assignment or assumption as Heitman or its counsel may reasonably
require in order to consummate the purchase and sale of Purchased Assets
hereunder and shall have transferred that portion of the Cash allocable to the
Warrants to UAM.

9.2 EMPLOYMENT AGREEMENTS. Each of the employment agreements with
employees of the Business listed on Schedule 9.2 hereto shall be in full force
and effect and there shall be no breach thereunder.

9.3 REPRESENTATIONS AND WARRANTIES TRUE AT THE FIRST CLOSING DATE. The
representations and warranties of the Sellers contained in this Agreement shall
be true in all material respects at and as of the First Closing Date as though
newly made at and as of that time. The Indemnitors shall have delivered to UAM
a certificate in the form of Exhibit L hereto, dated as of the First Closing
Date and signed by each of the Sellers certifying as to the truth and accuracy
of the representations and warranties and the performance of the obligations in
all material respects required to be performed by the Sellers or any of them,
under this Agreement.

9.4 INDEMNITORS' CERTIFICATE. The Indemnitors shall have delivered a
certificate, dated as of the date of the First Closing, in the form of Exhibit M
hereto, certifying that since the delivery of each Corporate Seller's Articles
or Certificate of Incorporation and By-laws pursuant to Section 3.2 above, there
have been no amendments or other modifications thereof; that true, complete and
accurate copies of the minutes of meetings of the Board of Directors and
Stockholders (or consents in lieu thereof) have been delivered to UAM; that
attached to the certificate are true and complete copies of a resolution of such
Corporate Seller's Board of Directors and Stockholders authorizing the
transactions contemplated

<PAGE>

hereby; and that the officers of such Corporate Seller are those persons named
in the certificate.

Such certificate shall also certify that since the date of delivery of the
Articles or Certificate of Incorporation, By-laws and meeting minutes for each
Purchased Corporation and each Partnership Seller's, Purchased Partnership's and
Subsidiary Partnership's partnership agreement, there have been no amendments or
other modifications thereof, except for the Partnership Amendments attached
hereto as Exhibit S.

9.5 ASSIGNED ANNUAL BILLINGS. The The obligations and conditions
described on Schedule 9.5 hereto shall have been satisfied. At the First
Closing, the Indemnitors shall deliver a certificate in the form of Exhibit N as
to the matters set forth therein.

9.6 APPROVALS. Any consent, approval, authorization or order of any
court, governmental agency, administrative body or other person or entity
(including without limitation consents of lessors of any property leased by the
Business and consents of unions representing any Employee) required for the
consummation of the transactions contemplated by this Agreement shall have been
obtained and shall be in effect on the First Closing Date. Heitman and UAM
shall have obtained the required consents referred to in Section 5.9.

9.7 OPINION OF COUNSEL FOR THE SELLERS.
The Sellers shall have delivered to UAM an opinion from Mayer, Brown and Platt
of Chicago, Illinois, counsel for the Sellers in the form attached hereto as
Exhibit T.

9.8 THE SELLERS' PERFORMANCE. Each of the obligations of any of the
Sellers to be performed on or before the First Closing Date pursuant to the
terms of this Agreement shall have been duly performed on or before the First
Closing Date.

9.9 CONDUCT OF THE BUSINESS PRIOR TO THE FIRST CLOSING DATE. The
Business shall have been conducted in accordance with the provisions of Article
VIII and Schedule 8 hereto.

9.10 CERTIFICATE RELATING TO REAL PROPERTY INTERESTS. The Sellers shall
have executed a certificate in the form of Exhibit O hereto relating to foreign
ownership of real estate interests in the United States.

9.11 APPROVAL OF DOCUMENTATION. The form and substance of all opinions,
certificates, and other documents hereunder (including the Related Agreements)
shall be reasonably satisfactory in all respects to UAM and its counsel.

9.12 EXAMINATION OF BOOKS AND RECORDS. For purposes of compliance with
and performance of this Agreement, UAM and Heitman, acting through their own
management and personnel or through counsel, accountants, or other
representatives designated by them,

<PAGE>

shall have been afforded during normal business hours and upon reasonable notice
full and complete opportunity to examine and investigate all aspects of the
Business's affairs, assets and liabilities, including without limitation, the
Corporate Sellers' and Purchased Corporations' minute books and stock transfer
records, financial books and records, the Partnership Sellers' partnership
agreements and all amendments thereto, the workpapers of the Business's
independent public accountants, the Investment Advisory Contracts and Property
Management Contracts, titles and leases to properties, loan and other
agreements, the condition of its facilities and equipment, and the
collectibility of accounts receivable. UAM and Heitman shall also have been
afforded the opportunity to confer with the Business's advisory clients, if
deemed necessary by UAM, provided, however, that a representative of the
Business shall be permitted on reasonable notice to participate in such
discussions or conferences.

9.13 ADVISERS ACT REGISTRATION. Amendments to the registration as an
investment adviser of Heitman Advisory Corporation and each Dissolving
Partnership (as defined in Section 9.14 hereof) which is so registered as an
investment adviser and withdrawal of amendment, as appropriate, of the
registration of each Registered Adviser as an investment adviser under the
Investment Advisers Act of 1940 and under applicable state investment advisory
statutes shall have been filed and become effective as contemplated by Article
VII, if so requested by UAM.

9.14 DISSOLUTION OF CERTAIN SUBSIDIARY PARTNERSHIPS AND EXECUTION OF
PARTNERSHIP AMENDMENTS. The Sellers shall have caused the Subsidiary
Partnerships listed on Schedule 9.14 hereto (the "Dissolving Partnerships") to
have distributed all their assets to the Purchased Corporations, Purchased
Partnerships and/or Subsidiary Partnerships which own them, and to be dissolved
prior to the First Closing. The Sellers shall have caused the Partnership
Amendments attached hereto as Schedule S to have been executed and delivered and
the same shall be in full force and effect as of the First Closing.

9.15 LIFE INSURANCE. Life insurance policies on the lives of the
individuals listed in Schedule 9.15 shall have been obtained by UAM or Heitman,
as UAM shall require, at UAM's sole expense.

9.16 FORM 8-K. The Sellers shall have provided such records, including
without limitation the work papers of the Business' bookkeepers and accountants,
as may be reasonably required by UAM in connection with UAM's obligation to file
a report of its acquisition of the Purchased Assets hereunder with the
Securities and Exchange Commission on Form 8-K and, in the reasonable judgment
of UAM, UAM shall be in a position timely to file such report, if any, after the
First Closing.

9.17 HART-SCOTT-RODINO FILING. The provisions of 15 U.S.C.
Section 18a(a) and (b) (the "Hart-Scott-Rodino Act") shall have been complied
with to the reasonable satisfaction of

<PAGE>

UAM or, in UAM's judgment, an exemption from the requirements of such section
shall be available for the transactions contemplated by this Agreement.

9.18 EXCHANGE LISTING. The New York Stock Exchange shall have notified
UAM that the Exchange has approved UAM's application to list upon official
notice of issuance the shares of UAM Common Stock issuable in connection with
this Agreement.

9.19 SELLERS' RELATIONSHIP WITH CLIENT INVESTMENT VEHICLES. Except as
set forth on Schedule 9.19 hereto, the Sellers shall have obtained and delivered
to UAM all documentation required to convert any equity interests owned by any
of the Sellers in investment vehicles organized for the benefit of clients of
the Business as identified on Schedule 3.9 hereto into special interests with no
power to manage or control the activities of such entities and shall have
resigned as an officer or director of any such vehicle which is a corporation.

9.20 RESIGNATIONS OF TRUSTEES. As required by UAM by written notice at
least seven days prior to the First Closing, the Sellers shall have obtained and
delivered to UAM the resignations of all persons affiliated with any Seller who
is serving as a trustee of any pooled investment entity which is a party to any
Investment Advisory Contract or Property Management Contract.

9.21 SUBLEASE. The Sellers shall have caused the appropriate parties to
execute and deliver to Heitman the Office Sublease attached hereto as Exhibit Q,
subject to and in accordance with Section 7.8 hereof.

9.22 SERVICE BUREAU AGREEMENT. The Service Bureau Agreement attached
hereto as Exhibit R shall continue in full force and effect and there shall be
no breach thereunder.

9.23 SOFTWARE LICENSE. The Sellers shall have caused the appropriate
parties to execute and deliver to Heitman the Software License Agreement
attached hereto as Exhibit F.

9.24 TRADENAME LICENSE. The Sellers shall have caused the appropriate
parties to execute and deliver to Heitman the Tradename License Agreement
attached hereto as Exhibit E.

9.25 OTHER AGREEMENTS. The Sellers shall have caused the appropriate
parties to execute and deliver the agreements set forth on Schedule 9.25 hereto.

9.26 PRA NEWCO REGISTRATION. Registration of PRA Newco as an investment
adviser under the Investment Advisers Act of 1940 and under applicable state
investment advisers' statutes shall have been filed and become effective prior
to the Second Closing.

<PAGE>

9.27 SUBADVISORY AGREEMENT. The Sellers shall have caused the
appropriate parties (other than HAC) to execute and deliver the Subadvisory
Agreement described in Section 7.13 hereto.

Article X. CONDITIONS PRECEDENT TO THE SELLERS' OBLIGATIONS.

All obligations of the Sellers under this Agreement are subject to the
fulfillment and satisfaction, prior to or on the First Closing Date, of each of
the following conditions, any one or more of which may be waived by the Sellers:

10.1 OPINION OF UAM'S AND HEITMAN'S COUNSEL. UAM shall have furnished to
the Stockholders an opinion dated as of the First Closing Date of Hill & Barlow,
of Boston, Massachusetts, and Wildman, Harrold & Dixon of Chicago, Illinois
counsel to UAM and Heitman, in the forms attached hereto as Exhibit U.

10.2 REPRESENTATIONS AND WARRANTIES TRUE AT THE FIRST CLOSING DATE.
Except as expressly contemplated by this Agreement, the representations and
warranties of UAM and Heitman contained in this Agreement shall be true in all
material respects at and as of the First Closing Date as though newly made at
and as of that time. UAM and Heitman shall have delivered to the Sellers a
certificate in the form of Exhibit P hereto, dated as of the First Closing Date
and signed by a duly authorized officer of UAM and Heitman, certifying as to the
truth and accuracy of the representations and warranties and the performance of
all of the obligations required to be performed by UAM and Heitman, or either of
them, under this Agreement.

10.3 PERFORMANCE OF UAM AND HEITMAN. All of the obligations of UAM or
Heitman to be performed on or before the First Closing Date pursuant to the
terms of this Agreement shall have been duly performed in all material respects
on or before the First Closing Date.

10.4 AUTHORITY OF UAM AND HEITMAN. All corporate action required to be
taken by or on the part of UAM or Heitman to authorize the execution, delivery
and performance of this Agreement by UAM and Heitman and the consummation of the
transactions contemplated hereunder shall have been duly and validly taken and
each of UAM and Heitman shall have provided to the Sellers copies of resolutions
and consents of their respective Boards of Directors evidencing such corporate
action, certified by its secretary or assistant secretary.

10.5 APPROVAL OF DOCUMENTATION. The form and substance of all opinions,
certificates and other documents hereunder shall be reasonably satisfactory in
all respects to the Sellers and their counsel.

<PAGE>

10.6 HART-SCOTT-RODINO FILING. The provisions of the Hart-Scott-Rodino
Act shall have been complied with to the satisfaction of Sellers or, in Sellers'
judgment, an exemption from the requirements of such section shall be available
for the transactions contemplated by this Agreement.

10.7 EXCHANGE LISTING. The New York Stock Exchange shall have notified
UAM that the Exchange has approved UAM's application to list upon official
notice of issuance the shares of UAM Common Stock issuable in connection with
this Agreement.

10.8 APPROVALS. Any consent, approval, authorization or order of any
court, governmental agency, administrative body or other person or entity
(including without limitation consents of lessors of any property leased by the
Business) required for the consummation of the transactions contemplated by this
Agreement shall have been obtained and shall be in effect on the First Closing
Date. Heitman and UAM shall have obtained the required consents referred to in
Section 5.9.

10.9 OTHER AGREEMENTS. Heitman and UAM shall have caused the
appropriate parties to execute and deliver the agreements set forth on Schedule
9.25 hereto.

10.10 SUBLEASE. Heitman shall have executed and delivered the Sublease
attached hereto as Exhibit Q, subject to and in accordance with Section 7.8
hereof.

.
Article XI. POST-CLOSING COVENANTS.

11.1 NON-COMPETITION. (a) Each Seller listed on Schedule 11.1 hereto
("Non-compete Sellers") covenants severally and not jointly that for five years
following the date hereof (seven years with respect to 11.1(a) (iii) only) such
Non-compete Seller shall not directly or indirectly:

(i) Provide or offer or attempt to provide, whether as an officer,
director, employee, partner, consultant, adviser, subsidiary,
independent contractor or otherwise, real estate investment advisory
services to any Institutional Investor (as defined below) or
property management services to any person or entity including,
without limitation any person or entity who is a Client; or

(ii) Intentionally interfere with UAM's or Heitman's relations with any
person or entity who at any time during such period was a Client
(which means Past, Present and Potential Client) provided, however,
that this subsection (ii) shall not prohibit a Non-compete Seller
from conducting or attempting to conduct business with any Client
not otherwise prohibited by this Section 11.1; or

<PAGE>

(iii) Induce or attempt to induce directly or indirectly any employee of
UAM or Heitman to terminate his or her employment, or hire or
attempt to hire, directly or indirectly, any such person, other than
an employee as to which Heitman has notified Sellers was terminated
at Heitman's election.

(b) The terms "Past Client" shall mean at any particular time
any person or entity who at any point prior to such time (at any point
during the two years prior to such time, for Claeys only) has been but at
such time is not an advisee, investment advisory customer, property
management customer, or client of the business or a participant in any
pooled investment vehicle advised by the Business. The terms "Present
Client" shall mean at the time it is being determined any person or entity
who is at such time an advisee, an investment advisory customer, property
management customer, or client of the Business or a participant in any
pooled investment vehicle advised by the Business. The terms "Potential
Client" shall mean at the time it is being determined any person or entity
to whom the Business, through any of its officers or employees, has within
five years (two years for Claeys only) prior to such time offered (by means
of a personal meeting, telephone call, or a letter or a written proposal
specifically directed to the particular person or entity) to serve as
investment adviser or property manager (directly or indirectly) but who is
not at such time an advisee or investment advisory or property management
customer or client of the Business or a participant in any pooled
investment vehicle advised by the Business. The preceding sentence is
meant to exclude form letters and blanket mailings. The term "Client" when
used herein shall include all Past, Present and Potential clients as
heretofore defined. For purposes hereof, the term "Institutional Investor"
shall mean any employee retirement or benefit plan, endowment, foundation,
charitable organization or other tax exempt entity and other entities of
the type to which the Business now provides real estate investment advisory
services, which entity has total assets in excess of $20,000,000. The
parties agree that TIAA/CREFF is not an "Institutional Investor" and an
entity unaffiliated with a Non-compete Seller which is not otherwise an
Institutional Investor will not be deemed an Institutional Investor merely
because any of its partners, investors or shareholders are Instituional
Investors, provided that the decision to invest with a Non-compete Seller
is not made by such Non-compete Sellers, partners, investors or
shareholders and provided further that the Non-compete Seller is not
involved directly or indirectly in raising investments in such entity
through the use of such Non-compete Seller's name or reputation. A Non-
compete Seller may enter into joint ventures with insurance companies so
long as such Non-compete Seller is not providing, directly or indirectly,
real estate investment advisory or property management services.

(c) Notwithstanding the provisions of Subsection 11.1(a), a Non-
compete Seller or his Affiliates may enter into real estate investments in
any form with any Institutional Investor which would otherwise be
prohibited by Section 11.1(a), including without limitation any
Institutional Investor which is a party to an

<PAGE>

Investment Advisory Contract and/or Property Management Contract, so long
as (i) such Non-compete Seller or his Affiliates makes at least a 10% Cash
Investment, as defined below, (ii) no Asset Management Fee, as defined
below, is paid to any Non-compete Seller or his Affiliates (other than
Heitman or its subsidiary) in connection with such investment or the
ongoing operations of any entity created for the purpose of such
investment, (iii) no property management fee is paid to any Non-compete
Seller or his Affiliate in connection with such investment, (iv) the Non-
compete Seller or his Affiliates use their best reasonable efforts
(subject to the rights of any joint venturer, co-owner or other investor)
to cause the investors to retain Heitman or an affiliate of Heitman to
provide property management services in connection with such investment
and, (v) no investment advisory fee is paid to any person or entity
(subject to the rights of any joint venturer, co-owner or other investor).
Furthermore, the parties agree that nothing in this Section 11.1 shall
prohibit any Non-compete Seller from entering into any real estate
investment with any Institutional Investor so long as Heitman or one of its
subsidiaries is engaged as investment advisor and property manager with
respect thereto. A "10% Cash Investment" shall mean cash invested in the
investment in an amount equal to 10% of the total funds invested as equity
by Institutional Investors ("invested as equity by Institutional Investors"
shall exclude debt from Insitutional Investors where the debt would
reasonably be considered debt for federal income tax and state law
purposes), provided, however, that if Institutional Investors invest any
funds in a form other than equity such cash investment must be in an amount
equal to the greater of 10% of the total funds invested as equity by
Institutional Investors or 4% of all funds invested in the investment as
either debt or equity. The term "Asset Management Fee" shall mean any
guaranteed payment or fee of any kind or any distribution (other than a
distribution of sale or refinancing proceeds) which is prior in time to
distributions to Institutional Investors, excluding reimbursed actual out-
of-pocket expenses. An Asset Managment Fee shall not include (x) any
payment (including distributions) in an amount which is disproportionate to
the payee's capital investment in such entity, the amount of which payment
is based on net cash flow of the entity after payment of all expenses and
interest of the entity, or (y) any payment (including distributions) in an
amount which is disproportionate to the payee's capital investment in such
entity, the amount of which payment is based on the proceeds from the sale
or refinancing of assets of the entity, or (z) an Acquistiion Fee as
defined below or any tax allocation. Notwithstanding the foregoing, in
connection with any investment which is otherwise subject to this Section
11.1(c), a Non-compete Seller may receive any payment or fee from an
Institutional Investor, in an amount which is disproportionate to the
payee's capital investment in such entity, made in connection with the
formation of such entity or acquisition of assets of an entity (an
"Acquisition Fee"), provided that within 30 days of payment of any
Acquistion Fee in connection with any such investment, the Non-compete
Seller shall pay to UAM or Heitman that amount which equals 20% of such
Acquisition Fee. Within a reasonable time prior to making any such
investment, the Non-compete Seller shall notify UAM of his intention to do
so and

<PAGE>

provide UAM with a brief summary of the terms of such investment
(excluding identification of the specific property or asset involved) and a
description of any Asset Management Fees which might be paid in connection
with such investment. The Non-compete Seller shall promptly provide to UAM
such documentation relating to the investment, that reasonably allows UAM
to review all fee arrangements concerning the investment, including the
relevant pages of the partnership agreement for such investment. All such
material shall be kept confidential by UAM.

(d) The parties understand and agree that nothing in this
Section 11.1 shall limit the Non-compete Sellers from partcipating in the
activities identified on Schedule 11.1 hereto.

(e) Each Non-compete Seller agrees that the periods of time and
the unlimited geographic area applicable to the covenants of this
Section 11.1 are reasonable, in view of the payment of the Purchase Price
hereunder, the geographic scope and nature of the Business, the Sellers'
knowledge of the Business, and the Sellers' relationship with the
Business's and its clients. However, if such period or such area should be
adjudged unreasonable in any judicial proceeding, then the period of time
shall be reduced by such number of months or such area shall be reduced by
elimination of such portion of such area, or both, as are deemed
unreasonable, so that this covenant may be enforced in such area and during
such period of time as are adjudged to be reasonable.

11.1A (a) During the longer of six years following the First Closing
Date or while Jerome J. Claeys, III ("Claeys") is employed by Heitman or UAM,
Claeys shall not, except in the course of his employment with Heitman or UAM,
directly or indirectly:

(i) Provide or offer or attempt to provide, whether as an officer,
director,employee, partner, stockholder, consultant, adviser, subsidiary,
affiliate, independent contractor or otherwise, institutional real estate
investment advisory or property management services to any person or entity;

(ii) Interfere with the Companies' business relations with any person or
entity who at any time during such period was a Client (which means Past,
Present, and Potential Client); or

(iii) Induce or attempt to induce directly or indirectly any professional
employee of the Companies to terminate his or her employment, or hire or attempt
to hire, directly or indirectly, any such person.

<PAGE>

(b) Until the later of two (2) years following the termination of
Claeys' employment with Heitman or UAM, or eight (8) years from the First
Closing Date, Claeys shall not, directly or indirectly:

(i) Provide or offer or attempt to provide, whether as an officer,
director, employee, partner, independent contractor or otherwise, institutional
real estate investment advisory or property management services to any person or
entity who as of the date of the termination or expiration of Claeys' employment
with Heitman or UAM was or had been a Client (which means Past, Present, and
Potential Client);

(ii) Interfere with the Companies' business relations with any person or
entity who as of the date of the termination or expiration of Claeys' employment
with Heitman was a Client (which means Past, Present, and Potential Client); or

(c) Notwithstanding the provisions of Subsection 11.1A(b)(i) above,
Claeys may after the longer of six year term of his employment agreement with
Heitman become employed by a subsequent employer which provides institutional
real estate investment advisory services to one or more Clients if: (1) Claeys
does not directly or indirectly through persons whom he supervises, solicit any
person or entity who was a Client as of the date of the termination of Claeys'
employment with Heitman to become an investment advisory client of the
subsequent employer; (2) Claeys is not directly or indirectly through persons
whom he supervises involved in institutional real estate investment management
on behalf of the subsequent employer for any Client of Heitman or the Business
unless such Client was a client of the subsequent employer for at least one year
prior to the time Claeys commenced working for such subsequent employer; and (3)
the subsequent employer is not a business which Claeys has established,
sponsored or founded, or in which he owns more than a five percent (5%) equity
interest.

(d) Also notwithstanding the provisions of Subsection 11.1A(b)(i) above,
if Claeys after the the six year term of his employment agreement with Heitman
becomes employed by an Institutional Manager (as hereinafter defined), Claeys
may provide or offer to provide institutional real estate investment advisory
services, in the course of such subsequent employment, to a Potential Client
provided that Heitman or the Business, through any of its officers or employees,
had not offered to serve as institutional real estate investment adviser to such
Potential Client (by means of a telephone call, personal meeting, or a written
proposal but not by means of any general solicitation) within one year prior to
the date of the termination of Claeys's employment with Heitman, the Business,
or UAM. For purposes hereof, the term "Institutional Manager" shall mean an
insurance company, a bank or an institutional real estate investment advisory
firm that has (at the time such

53
<PAGE>

institutional manager hires Claeys) assets under management in excess of One
Billion Dollars ($1,000,000,000).

(e) Notwithstanding the provisions of Subsections 11.1A(a)(i) and
11.1A(b)(i), Claeys may render without compensation investment advisory or
property management services to any immediate member of Claeys' family, which
shall include Claeys and any trust or account which is comprised entirely of
assets held for the benefit of Claeys and/or immediate members of his family.
Nothing contained in this Section 11.1A shall prohibit Claeys from owning not
more than 1% of the equity securities of any entity which operates a business
competitive with the business of the Companies, the securities of which are
traded on a national securities exchange or on the National Market System of
NASDAQ.

(f) Claeys and Heitman agree that the periods of time and the unlimited
geographic area applicable to the covenants of this Section 11.1A are
reasonable, in view of the geographic scope and nature of the business in which
Heitman is engaged, Claeys'knowledge of Heitman's business, and Claeys'
relationships with Heitman's institutional real estate investment advisory and
property management clients. However, if such period or such area should be
adjudged unreasonable in any judicial proceeding, then the period of time shall
be reduced by such number of months or such area shall be reduced by elimination
of such portion of such area, or both, as are deemed unreasonable, so that this
covenant may be enforced in such area and during such period of time as are
adjudged to be reasonable.

(g) Notwithstanding anything to the contrary contained herein, for
purposes of this Section 11.1A only, the term "Past Client" shall mean at any
particular time any person or entity who at any point during the two years prior
to such time had been but at such time is not an institutional real estate
advisee, investment advisory customer, property management customer, or client
of Heitman or any of the entities owned, in whole or in part, directly or
indirectly, by Heitman (the "Companies") or a participant in a pooled investment
vehicle advised by any of the Companies. The term "Present Client" shall mean
at any particular time any person or entity who is at such time an institutional
real estate investment advisory customer, property management customer, or
client of the Companies or a participant in a pooled investment vehicle advised
by any of the Companies. The term "Potential Client" shall mean at any
particular time any person or entity to whom the Companies, through any of their
officers or employees, has within two years prior to such time offered (by means
of a personal meeting, telephone call, or a letter or written proposal
specifically directed to the particular person or entity) to serve as an
institutional real estate investment adviser or property manager (directly or
indirectly through a pooled investment vehicle) or client of the Companies. The
preceding sentence is meant to exclude form letters and blanket mailings and any
other type of general solicitation. The terms "Client" or "Client List" when
used in this Section 11.1A shall include all Past, Present and Potential Clients
as defined in this Section 11.1A(g).

54
<PAGE>

11.2 CONFIDENTIALITY. Except in performance of services for Heitman,
none of the Sellers shall use for his or its own benefit or disclose to or use
for the benefit of any person outside Heitman, any information not already
lawfully available to the public concerning any Intellectual Property (as
defined below), including client lists, whether such person has such information
in his memory or embodied in writing or other tangible form. All such
Intellectual Property and such information concerning Intellectual Property, and
all originals and copies of any Intellectual Property, and any other written
material relating to the Business shall upon First Closing be the sole property
of Heitman and/or its designated subsidiaries; PROVIDED, HOWEVER, that subject
to these restrictions on confidentiality, the Sellers (i) may retain a copy of
any book, record, document or other data included in Intellectual Property, and
(ii) after the First Closing, may upon reasonable notice and at reasonable times
copy, at such Seller's expense, any book record, document or other data included
in the Intellectual Property provided that such copying is for a purpose
reasonably related to contractual and/or statutory obligations imposed upon such
Seller. For purposes hereof, the term Intellectual Property shall mean all
research, information, client lists, and all other investment advisory, property
management, technical and research data which related to investment or property
management advice of the Business as it was or is now rendered. Notwithstanding
the foregoing, the Sellers may continue after the First Closing to use in their
own businesses (both existing and in the future) any Intellectual Property in
substantially the same manner as has been historically used in such businesses,
provided that the conduct of any such business does not in any way otherwise
violate any provision of this Agreement or any of the Related Agreements.

Notwithstanding the foregoing, Intellectual Property shall not include any
information which (a) is already in the possession of any unaffiliated third
party (provided that such information is not subject to another confidentiality
agreement with or other legal or fiduciary obligation of secrecy to the party to
which the information relates; (b) becomes generally available to the public
other than as a result of any obligation of the parties to maintain the
confidentiality of such information; (c) becomes available to an unaffiliated
third party on a non-confidential basis from a source other than the party to
which such information relates provided that such source is not bound by a
confidentiality agreement with or other legal or fiduciary obligation of secrecy
to the party to which the information relates.

11.3 FURTHER ASSURANCES. From time to time after the First Closing at
the request of UAM or Heitman and without further consideration, the Sellers or
any of them shall execute and deliver or cause to be executed and delivered any
further instruments and take such other action as UAM and/or Heitman may
reasonably require to consummate the transactions contemplated hereby. Nothing
in this section shall be deemed a waiver by UAM or Heitman of its rights under
Article IX of this Agreement or a waiver by any of the Sellers of their rights
under Article X of this Agreement. In addition, from time to time after the
First Closing at the reasonable request of the Sellers, UAM and Heitman shall
execute and deliver,

55
<PAGE>

or cause to be executed and delivered, any further instruments and take such
other action as the Sellers may reasonably require to consummate the
transactions contemplated hereby.

11.4 AMENDMENT TO REGISTRATIONS AND FILING OF FORM 8-K. Each of the
Sellers shall cooperate with UAM and Heitman to file Form 8-K with the
Securities and Exchange Commission relating to the transactions contemplated
hereby. Each of the Sellers shall cooperate with UAM and Heitman in order to
permit UAM to file, if not filed prior to the First Closing Date, all
registrations and amendments to registration or withdrawals of registration
under federal and state laws requiring registration of investment advisers on
behalf of Heitman Advisory Corporation and/or the Business.

11.5 COMPLIANCE WITH HART-SCOTT-RODINO ACT. Each of UAM, Heitman and
the Sellers covenant that from and after the First Closing each shall comply
with any applicable provisions of the Hart-Scott-Rodino Act in connection with
the transactions contemplated hereby.

11.6 ADDITIONAL COVENANTS. Each of the Sellers shall maintain in good
condition all presently existing files, books, records and documents of the
Business, and shall make the same available to UAM or its designee upon request,
for the periods of time and in the locations required by the Investment Advisers
Act of 1940 and the regulations promulgated thereunder, including without
limitation regulation Section 275.204-2.

After the First Closing (or the Second Closing, as applicable) the parties
shall cooperate to comply with Sections 15(f) and 16(b) of the Investment
Company Act of 1940 as they apply to the Funds listed on Schedule 1.3A as of the
First Closing (or Second Closing) and generally to comply with the Investment
Company Act of 1940 and the Investment Advisers Act of 1940 as they apply to
Heitman, the Sellers, UAM and the clients of the Business. In particular, the
parties each agree to use all reasonable efforts to assure compliance with the
conditions of Section 15(f) of the Investment Company Act of 1940 as it applies
to the Funds listed on Schedule 3.26. In that regard, Heitman agrees that: (a)
for a period of not less than three years after the First Closing, it shall use
its best efforts to assure that no more than 25% of the members of the board of
directors or trustees of any such Fund shall be "interested persons" (as defined
in such Act) of the investment adviser of such Fund or predecessor investment
adviser thereto, and (b) Heitman will not take or recommend any action that
would constitute an "unfair burden" within the meaning of Section 15(f) of such
Act on any such investment company.

11.7 PAYMENT OF SIGNING BONUSES. UAM and Heitman agree that Heitman
shall pay to the employees listed on Schedule 11.7 who are entering into
employment agreements with Heitman (or a subsidiary of Heitman) the cash portion
of the signing bonus to be paid pursuant to Section 1 of such employee's
employment agreement.

56
<PAGE>

11.8 PAYMENTS WITH RESPECT TO RESIDUAL FEE CALCULATIONS. The parties
hereto acknowledge that certain of the Investment Advisory Contracts contain
provisions calling for adjustment of the fees previously paid under such
contracts, as described on Schedule 1.3A. To the extent that any such provision
results in liability to a client of the Business attributable to any period
prior to and including the First Closing Date or payment by any such client of
additional fees attributable to any period prior to and including the First
Closing Date, the parties agree that the annual net amount of any such
liabilities or fees shall be payable by the Sellers to Heitman (if liabilities
exceed fees) or Heitman to the Sellers(if fees exceed liabilities) in cash
within thirty days after the end of each calendar year. For purposes of this
Section 11.8, any such fee adjustment shall be deemed to be attributable to
periods prior to and including the First Closing Date if the applicable period
used under the applicable Investment Advisory Contract for purposes of
calculating such fee adjustment immediately preceding a sale or appraisal of the
applicable property (as set forth in the applicable Investment Advisory
Contract) includes any period prior to and including the First Closing Date,
and, for purposes of determining the allocation of such liabilities or fees, to
the extent of the differential between the fees paid by the client during such
period and the fees that would have been paid if the value of the property had
increased or decreased over such applicable period immediately preceding the
date on which the property was sold or appraised on a straight-line quarterly
basis from the valuation at the beginning of such applicable period to the
actual sale price or appraised value of such property. Heitman covenants that
it will pay to the appropriate client the amount of any liability arising from
the contractual provisions described above which is actually paid by the Sellers
to Heitman.

11.9 EMPLOYEE BENEFIT LIABILITIES . The Sellers shall satisfy or shall
cause , Affiliates to satisfy all liabilities to employees and former employees
of the Business pursuant to each Benefit Plan and all liabilities to
multiemployer plans as defined in Section 4001(a)(3) of ERISA with respect to
which employees or former employees of the Business participated.

11.10 IDENTIFICATION OF HEITMAN AS PROPERTY MANAGER. At all times after
the First Closing and for so long as Heitman or any of its subsidiaries shall be
a tenant of the office space in the building located at 900 North Michigan
Avenue, Chicago, Illinois or for so long as Sellers or any of their Affiliates
own such building, the Sellers agree that Heitman shall be identified as the
property manager for the office portion of such building.

11.11 OFFERS OF EMPLOYMENT TO CERTAIN SALARIED EMPLOYEES. Heitman (or an
affiliate and/or Farrelly Building Services, Inc.) shall offer employment to all
employees employed by the Business which are listed on Schedule 3.17 on the
terms set forth herein. Each employment offer shall be at salary not less than
the current salary paid to each such employee, as set forth on Schedule 3.17.
The Sellers covenant and agree to reasonably cooperate with Heitman to cause
each of the Employees offered employment by Heitman (or an affiliate and/or
Farrelly Building Services, Inc.) to accept such offer and to reasonably

57
<PAGE>

cooperate with Heitman in all respects with the orderly transition of employment
of such Employees.

The Sellers shall or shall cause their Affiliates to continue in the same
manner as for active employees of Sellers and their Affiliates for group life,
accidental death and dismemberment, short term disability, and health (including
dental) coverage under the Group Life Accident & Major Medical Insurance Plan
for Employees of JMB Realty Corporation - Subsidiaries & Affiliates (Plan No.
501) and for group life and long term disability coverage under the Group
Disability & Life Insurance Plan for Employees of JMB Realty Corporation -
Subsidiaries & Affiliates (Plan No. 502) ("Continuation Plans") for each of the
employees of the Sellers and their Affiliates in connection with the Business
who on or after the First Closing are employed by Heitman (or an affiliate or
Farrelly Building Services, Inc.) until the earliest of the following: (i) the
employee's termination of employment with Heitman (or an affiliate or Farrelly
Building Services, Inc.); (ii) after an employee's failure to remit the amount
payable, if any, for such coverage by comparable active employees, which payment
schedule was provided in writing to the employee, the date upon which coverage
would cease because of nonpayment of premiums if the employee were an active
employee of any Seller or any of its Affiliates; (iii) the last day of a month
specified by Heitman in a written notice to Sellers, provided such written
notice is provided at least ten days prior to such date; and (iv) June 30, 1995.
Heitman (or an affiliate and/or Farrelly Building Services, Inc., as applicable)
shall collect from each employee receiving coverage under this Section 11.11 and
submit to Sellers, the amount described in (ii) above, on a pre-tax or after-tax
basis as it shall determine in its sole discretion. Heitman (or an affiliate
and/or Farrelly Building Services, Inc.) shall pay to the Sellers an amount
equal to the sum of the difference with respect to each employee with the
respective coverages between (a) the aggregate base premium (without the 2%
administrative fee) used for purposes of continuation coverage rates under
Section 4980B of the Code and a premium calculated in a similar manner as
mutually agreed upon between the parties for Continuation Plan coverage not
subject to Section 4980B of the Code, to the extent applicable and (b) the
employee's required contribution to the Continuation Plan determined in the same
manner as for comparable active employees of the Sellers and their Affiliates,
to the extent applicable. To the extent that a benefit under a Continuation
Plan other than a benefit which is subject to Section 4980B of the Code cannot
be provided on the current basis because of an insurance company's refusal to
provide such coverage to former employees, the parties shall in reasonable good
faith agree upon coverage as close as possible to such coverage without an
increase in the total cost of the benefits that would be incurred under the
insurance policies from time to time.

11.12 USE OF NAME "PRA SECURITIES ADVISORS, L.P". The Sellers shall cause
to be changed the name of PRA Securities Advisors, L. P. to a name which is not
confusingly similar effective as of the Second Closing Date. Each of the
Sellers acknowledges and agrees that UAM and Heitman are acquiring the exclusive
use of the name "PRA Securities

58
<PAGE>

Advisors, L.P" for which they will receive full and adequate compensation, and
that none of them will use that name or any similar name subsequent to the
Second Closing.

11.13 INTENTIONALLY OMITTED Intentionally omitted.

11.14 BENEFIT PLAN QUALIFICATION MATTERS With respect to each Benefit
Plan that is a funded employee pension benefit plan (as defined in Section 3(2)
of ERISA), the Sellers shall cause or shall cause the Affiliates to cause: (1)
the adoption, by the appropriate entity, of all amendments necessary or
desirable to maintain the qualified status under Section 401(a) of the Code of
each such Benefit Plan and to submit each such Benefit Plan, as amended, to the
Internal Revenue Service for a letter on each such Benefit Plan determining that
each such Benefit Plan continues to be so qualified; and (2) the adoption of
such amendments and the submission to the Internal Revenue Service with respect
to each such Benefit Plan no later than the end of the remedial amendment period
applicable to that Benefit Plan for such amendments under Section 401(b) of the
Code.

11.15 IDENTITY OF SENIOR LENDERS. UAM agrees that, for so long as the
Note is outstanding, it shall from time to time inform JMBRC of the identity of
the Holders of Senior Debt, as such term is defined for purposes of the
Subordination Agreement.

Article XII. Termination

12.1 TERMINATION. This Agreement may be terminated at any time on or
prior to the First Closing Date:

(a) with the mutual consent of UAM and the Sellers;

(b) by written notice from the Sellers or UAM to the other, if the First
Closing shall not have taken place on or before January 31, 1995 PROVIDED,
HOWEVER, that if a party fails to perform an obligation hereunder and such
failure has caused a delay in the satisfaction of the closing conditions, then
the non-breaching party shall be entitled to extend such January 31, 1995 date
to the extent of such delay, and further provided that such date shall be March
31, 1995 if the sole reason for the delay beyond January 31, 1995 is complying
with the requirements of Hart-Scott-Rodino Act;

(c) by written notice from the Sellers or UAM to the other, if any court
of competent jurisdiction or other governmental body shall have issued an order,
decree or ruling or taken any other action permanently restraining, enjoining or
otherwise prohibiting the transactions contemplated hereby and such order,
decree, ruling or other action shall have become final and nonappealable; or

59
<PAGE>

(d) by written notice from the Sellers or UAM to the other, if the
Purchase Price at First Closing, as adjusted, is less than an aggregate of
$190,000,000 in aggregate of Short-Term Portion and Long-Term Portion, provided,
however, that this Agreement shall not be terminated upon notice of the Sellers
delivered pursuant to this Section 12.1(d) if UAM and Heitman shall agree to pay
at least $190,000,000 in aggregate of Short-Term Portion and Long-Term Portion
(and pro rata portion of Warrant) as calculated for both the First Closing and
the Second Closing as the Purchase Price for the Purchased Assets hereunder.

12.2 EFFECT OF TERMINATION. If this Agreement is terminated pursuant to
Section 12.1, all obligations of the parties hereunder, except for the
obligations set forth in Section 13.5, which shall survive the termination of
this Agreement, shall terminate without liability of any party (or any
stockholder, partner, affiliate, director, officer, employee, agent, consultant
or representative of such party) to any other party, except that no such
termination shall relieve any party from liability for any breach of this
Agreement prior to such termination, and the breaching party shall be fully
liable for any and all losses, claims and damages sustained or incurred by any
other party from such breach.

Article XIII. GENERAL.

13.1 ENTIRE AGREEMENT. All Exhibits and Schedules hereto shall be deemed
to be incorporated into and made part of this Agreement. This Agreement,
together with the Exhibits and Schedules hereto, contains the entire agreement
among the parties and there are no agreements, representations, or warranties by
any of the parties hereto which are not set forth herein. This Agreement may
not be amended or revised except by a writing signed by all parties hereto.

13.2 EQUITABLE RELIEF; BINDING EFFECT. The Sellers recognize and agree
that Heitman's and UAM's remedy at law for any breach of the provisions of this
Agreement would be inadequate and that for breach of such provisions Heitman and
UAM shall, in addition to such other remedies as may be available to them at law
or in equity or as provided in this Agreement, be entitled to injunctive relief
by an action for specific performance to the extent permitted by law. This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns; provided, however, this Agreement
and all rights hereunder may not be assigned by the Sellers except by prior
written consent of UAM or except to any Affiliate of the Sellers so long as the
Sellers remain liable for the performance of each such assignee's obligations
hereunder or by UAM or Heitman except by prior written consent of the Sellers.

13.3 SEPARATE COUNTERPARTS. This Agreement may be executed in several
identical counterparts, all of which when taken together shall constitute but
one instrument, and it shall not be necessary in any court of law to introduce
more than one fully executed counterpart in proving this Agreement.

60
<PAGE>

13.4 REPRESENTATIONS AND WARRANTIES. UAM and Heitman acknowledge that
one or more of the Sellers may have no actual knowledge as to the
representations and warranties contained in Article III of this Agreement. The
parties hereto agree that such representations and warranties, together with the
indemnification provisions contained in Article IV, are intended to allocate
risk and economic cost as between UAM and Heitman on the one hand and certain of
the Sellers on the other hand in the event such representations and warranties
are breached. In no event, however, has any of the Sellers given any
representation or warranty which he, she or it actually knows to be inaccurate.

13.5 TRANSACTION COSTS. Except as may be otherwise expressly set forth
herein, each party to this Agreement shall be responsible for his, her or its
own legal, accounting and other expenses, if any, attendant to the negotiation
and drafting of this Agreement and to the transactions contemplated by this
Agreement.

13.6 NOTICES. All notices hereunder shall be in writing and shall be
delivered or mailed by registered or certified mail, postage and fees prepaid,
to the party to be notified at the party's address shown below. Notices which
are hand delivered shall be effective on delivery. Notices which are mailed
shall be effective on the third day after mailing.

(i) If to UAM:

United Asset Management Corporation
One International Place
Boston, Massachusetts 02110
Attention: Norton H. Reamer

with a copy to:

Hill & Barlow
One International Place
Boston, Massachusetts 02110
Attention: John C. Vincent, Jr.

(ii) If to Heitman:

Heitman Financial Ltd.
180 N. LaSalle
Chicago, Illinois
Attention: Norman Perlmutter

with a copy to:

61
<PAGE>

Hill & Barlow
One International Place
Boston, Massachusetts 02110
Attention: John C. Vincent, Jr.

(iii) If to the Sellers:

JMB Realty Corporation
900 North Michigan Avenue
Chicago, Illinois
Attn.: Judd Malkin

with a copy to:

Mayer, Brown & Platt
190 South LaSalle Street
Chicago, Illinois
Attn: Edward J. Schneidman

(iii) If to a particular Seller, at such Seller's address as shown on
Schedule I, hereto, with a copy to Mayer, Brown and Platt as stated
above;

unless and until notice of another or different address shall be given as
provided herein.

13.7 SEVERABILITY. The provisions of this Agreement are severable and
the invalidity of any provision shall not affect the validity of any other
provision.

13.8 CAPTIONS. The captions herein have been inserted solely for
convenience of reference and in no way define, limit or describe the scope or
substance of any provision of this Agreement.

13.9 AFFILIATES. Except as used in Section 3.21 hereto, the term
"Affiliates" as used throughout this Agreement shall have the meaning ascribed
to it in Rule 405 of Regulation C promulgated by the Securities and Exchange
Commission under the Securities Act of 1933.

13.10 GENDER. All pronouns used herein shall include the masculine,
feminine and neuter gender, as the context requires.

62
<PAGE>

13.11 GOVERNING LAW. The execution, interpretation, and performance of
this Agreement shall be governed by the laws of The Commonwealth of
Massachusetts which apply to contracts executed and performed solely in
Massachusetts. The parties hereto hereby consent to the non-exclusive
jurisdiction of any state or federal court located within Suffolk County,
Massachusetts, waive personal service of process, and assent that service of
process may be made by registered mail to the parties' respective addresses as
provided in Section 13.6, above, and shall be effective in the same manner as
notices are effective under such Section 13.6.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

63
<PAGE>

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
a document under seal as of the date first above written.

United Asset Management Corporation

By: /s/ NORTON H. REAMER
-----------------------------------
Norton H. Reamer, President

Heitman Financial Ltd.

By: /s/ NORMAN PERLMUTTER
----------------------------------
Norman Perlmutter, Chairman

SELLERS

/s/ NEIL G. BLUHM
--------------------------------------
Neil G. Bluhm

/s/ NEIL G. BLUHM
--------------------------------------
Andrew G. Bluhm, by Neil G. Bluhm as
attorney in fact

/s/ NEIL G. BLUHM
--------------------------------------
Neil G. Bluhm as attorney in fact for
Andrew G. Bluhm, Deere Park Partners - II,
Lamb Partners, Leslie N. Bluhm, and
Meredith A. Bluhm

/s/ BARRY A. MALKIN
--------------------------------------
Barry A. Malkin

64
<PAGE>

/s/ BARRY A. MALKIN
--------------------------------------
Stephen J. Malkin, by Barry A. Malkin as
attorney-in-fact

/s/ BARRY A. MALKIN
--------------------------------------
Randi H. Malkin, by Barry A. Malkin as
attorney-in-fact

Malkin Group

By: /s/ BARRY A. MALKIN
----------------------------------
Barry A. Malkin, as attorney-in-
fact

/s/ STUART C. NATHAN
--------------------------------------
Stuart C. Nathan

Stuart C. Nathan 1981 Children's Trust
f/b/o Robert H. Nathan

/s/ JO ANN NATHAN
--------------------------------------
Jo Ann Nathan, not individually but as
Trustee

Stuart C. Nathan 1981 Children's Trust
f/b/o Scott A. Nathan

/s/ JO ANN NATHAN
--------------------------------------
Jo Ann Nathan, not individually but as
Trustee

SRS Partners

/s/ STUART C. NATHAN
--------------------------------------
Stuart C. Nathan, General Partner

/s/ JEROME J. CLAEYS
--------------------------------------
Jerome J. Claeys

65
<PAGE>

JMB Realty Corporation

By: /s/ RIGEL BARBER
-----------------------------------
Rigel Barber, Chief Executive
Officer

JMB Institutional Realty Corporation

By: /s/ JOHN M. NOELL
--------------------------------------
John M. Noell, Vice President
and General Counsel

JMB Institutional Realty Advisors, Inc.

By: /s/ JOHN M. NOELL
--------------------------------------
John M. Noell, Vice President
and General Counsel

PRA Securities Advisors, L.P.

By: JMG/JWG, Inc., General Partner

By: /s/ JOHN M. NOELL
----------------------------------
John M. Noell, Vice
President and General Counsel

Institutional Associates, L.P.

By: JMG/JWG, Inc., General Partner

By: /s/ JOHN M. NOELL
----------------------------------
John M. Noell, Vice
President and General Counsel

66
<PAGE>

Realty Managers, Inc.

By: /s/ RIGEL BARBER
----------------------------------
Rigel Barber, Vice President

JMB Real Estate Services, Inc.

By: /s/ DAVID HEJNA
----------------------------------
David Hejna, Vice President

JMB Properties Co.

By: /s/ DAVID HEJNA
----------------------------------
David Hejna, Senior Vice President

JMB Properties Company of Washington, Inc.

By: /s/ DAVID HEJNA
----------------------------------
David Hejna, Vice President

JMG/JWG, Inc..

By: /s/ JOHN M. NOELL
----------------------------------
John M. Noell, Vice President
and General Counsel

<PAGE>

_______________________________________________________________________________
_______________________________________________________________________________

Exhibit 2.2

Acquisition Agreement
by and among
United Asset Management Corporation,
Provident Investment Counsel
PIC Newco, Inc.
and the Stockholders of
Provident Investment Counsel
Dated as of
November 10, 1994

_______________________________________________________________________________
_______________________________________________________________________________

<PAGE>
Acquisition Agreement
by and among
United Asset Management Corporation,
Provident Investment Counsel
PIC Newco, Inc.
and the Stockholders of
Provident Investment Counsel
Dated as of
November 10, 1994

TABLE OF CONTENTS
-----------------

PAGE
____

ARTICLE I. PURCHASE AND SALE . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.1 Sale of Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.2 Purchase Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.3 Adjustment in Purchase Price . . . . . . . . . . . . . . . . . . . . . . 3
1.4 Contingent Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
1.5 Obligations Assumed by Newco . . . . . . . . . . . . . . . . . . . . . . 9

ARTICLE II. THE CLOSING. . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

ARTICLE III. REPRESENTATIONS AND WARRANTIES OF PIC AND THE
STOCKHOLDERS.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
3.1 PIC's Organization and Corporate Authority . . . . . . . . . . . . . . .10
3.2 Charter, By-Laws and Minutes . . . . . . . . . . . . . . . . . . . . . .10
3.3 No Violation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10
3.4 The Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . .10
3.5 Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . .11
3.6 No Adverse Change. . . . . . . . . . . . . . . . . . . . . . . . . . . .12
3.7 Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12
3.8 Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12
3.9 Interests of Officers. . . . . . . . . . . . . . . . . . . . . . . . . .13
3.10 Property. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .13
3.11 Accounts Receivable . . . . . . . . . . . . . . . . . . . . . . . . . .14
3.12 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .15
3.13 Names, Franchises, Permits, Etc . . . . . . . . . . . . . . . . . . . .15
3.14 Investment Advisory Contracts . . . . . . . . . . . . . . . . . . . . .15
3.15 Other Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . .16

<PAGE>

3.16 Certain Salaried Employees. . . . . . . . . . . . . . . . . . . . . . .16
3.17 Bank Accounts and Money Market Funds. . . . . . . . . . . . . . . . . .16
3.18 Litigation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .17
3.19 Finder's Fee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .17
3.20 Employee Benefit Plans. . . . . . . . . . . . . . . . . . . . . . . . .17
3.21 Disclosure. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .19
3.22 Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .19
3.23 PIC's Authority . . . . . . . . . . . . . . . . . . . . . . . . . . . .20
3.24 Stockholders' Authority . . . . . . . . . . . . . . . . . . . . . . . .20
3.25 Government Regulation . . . . . . . . . . . . . . . . . . . . . . . . .20
3.26 Code of Ethics. . . . . . . . . . . . . . . . . . . . . . . . . . . . .21
3.27 No Practices in Violation of Law. . . . . . . . . . . . . . . . . . . .21
3.28 Employees' Health . . . . . . . . . . . . . . . . . . . . . . . . . . .21
3.29 Fee Schedule. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .22
3.30 Investment Representations. . . . . . . . . . . . . . . . . . . . . . .22

ARTICLE IV. REPRESENTATIONS OF UAM AND NEWCO.. . . . . . . . . . . . . . . . .23
4.1 Organization of UAM and Newco and Corporate Authority. . . . . . . . . .23
4.2 No Violation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .23
4.3 Finder's Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .24
4.4 Charter, By-laws and Resolutions . . . . . . . . . . . . . . . . . . . .24
4.5 Financial Statements of UAM. . . . . . . . . . . . . . . . . . . . . . .24
4.6 Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .24
4.7 Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .24
4.8 UAM's and Newco's Authority. . . . . . . . . . . . . . . . . . . . . . .25
4.9 Approvals. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .25
4.10 Capitalization of UAM and Newco . . . . . . . . . . . . . . . . . . . .25
4.11 Authorization of Note and Warrant . . . . . . . . . . . . . . . . . . .25
4.12 Reservations of Common Stock. . . . . . . . . . . . . . . . . . . . . .26
4.13 Authorization of Common Stock . . . . . . . . . . . . . . . . . . . . .26
4.14 No Adverse Change . . . . . . . . . . . . . . . . . . . . . . . . . . .26
4.15 SEC Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .26

ARTICLE V. INDEMNIFICATION.. . . . . . . . . . . . . . . . . . . . . . . . . .26
5.1 Indemnification by the Stockholders and PIC. . . . . . . . . . . . . . .26
5.2 Indemnification by UAM . . . . . . . . . . . . . . . . . . . . . . . . .27
5.3 Survival of Representations and Warranties . . . . . . . . . . . . . . .27
5.4 Limitation on Liabilities of PIC Stockholders. . . . . . . . . . . . . .28
5.5 Third-Party Claims . . . . . . . . . . . . . . . . . . . . . . . . . . .28
5.6 Set-Off. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .29
5.7 Exclusivity. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .29

<PAGE>

ARTICLE VI. TAX MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . . . .29
6.1 Tax Returns. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .29
6.2 Taxes on Sale. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .30
6.3 Allocation of Purchase Price Among Assets. . . . . . . . . . . . . . . .30

ARTICLE VII. PRE-CLOSING COVENANTS.. . . . . . . . . . . . . . . . . . . . . .30
7.1 Procedure for Obtaining Clients' Consents. . . . . . . . . . . . . . . .30
7.2 Non-Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . .31
7.3 Filings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .31
7.4 Closing Conditions . . . . . . . . . . . . . . . . . . . . . . . . . . .32
7.5 Return of Confidential Information . . . . . . . . . . . . . . . . . . .32
7.6 Agreement Relating to Mutual Funds . . . . . . . . . . . . . . . . . . .32
7.7 Registration of UAM Stock. . . . . . . . . . . . . . . . . . . . . . . .33
(a) Registration Procedures and Expenses . . . . . . . . . . . . . . . . .33
(b) Allocation of Expenses . . . . . . . . . . . . . . . . . . . . . . . .34
(c) Indemnification. . . . . . . . . . . . . . . . . . . . . . . . . . . .34

ARTICLE VIII. CONDUCT OF PIC'S BUSINESS PRIOR TO THE CLOSING DATE. . . . . . .35

ARTICLE IX. CONDITIONS PRECEDENT TO UAM'S AND NEWCO'S OBLIGATIONS. . . . . . .37
9.1 Delivery of Documents of Transfer. . . . . . . . . . . . . . . . . . . .37
9.2 Employment Agreements. . . . . . . . . . . . . . . . . . . . . . . . . .37
9.3 Representations and Warranties True at the Closing Date. . . . . . . . .38
9.4 PIC's and Stockholders' Certificate. . . . . . . . . . . . . . . . . . .38
9.5 Clients' Consents. . . . . . . . . . . . . . . . . . . . . . . . . . . .38
9.6 Approvals. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .39
9.7 Opinion of Counsel for PIC and the Stockholders. . . . . . . . . . . . .39
9.8 PIC's and the Stockholders' Performance. . . . . . . . . . . . . . . . .41
9.9 Payments Made. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .42
9.10 Conduct of PIC's Business Prior to the Closing Date . . . . . . . . . .42
9.11 Certificate Relating to Real Property Interests . . . . . . . . . . . .42
9.12 Approval of Documentation . . . . . . . . . . . . . . . . . . . . . . .42
9.13 Examination of Books And Records. . . . . . . . . . . . . . . . . . . .42
9.14 Advisers Act Registration . . . . . . . . . . . . . . . . . . . . . . .42
9.15 Working Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . .42
9.16 Health. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .43
9.17 Life Insurance. . . . . . . . . . . . . . . . . . . . . . . . . . . . .43
9.18 Form 8-K. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .43
9.19 Hart-Scott-Rodino Filing. . . . . . . . . . . . . . . . . . . . . . . .43
9.20 Exchange Listing. . . . . . . . . . . . . . . . . . . . . . . . . . . .43

iii

<PAGE>

ARTICLE X. CONDITIONS PRECEDENT TO PIC'S AND THE STOCKHOLDERS' OBLIGATIONS.. .43
10.1 Opinion of UAM's and Newco's Counsel. . . . . . . . . . . . . . . . . .45
10.2 Representations and Warranties True at the Closing Date . . . . . . . .45
10.3 Performance of UAM and Newco. . . . . . . . . . . . . . . . . . . . . .45
10.4 Authority of UAM and Newco. . . . . . . . . . . . . . . . . . . . . . .45
10.5 Approval of Documentation . . . . . . . . . . . . . . . . . . . . . . .45
10.6 Revenue Sharing Agreement . . . . . . . . . . . . . . . . . . . . . . .46
10.7 Adjustment Percentage . . . . . . . . . . . . . . . . . . . . . . . . .46
10.8 Employment Agreements . . . . . . . . . . . . . . . . . . . . . . . . .46
10.9 Advisers' Act Registration. . . . . . . . . . . . . . . . . . . . . . .46
10.10 Assumption Agreement . . . . . . . . . . . . . . . . . . . . . . . . .46
10.11 NYSE Listing . . . . . . . . . . . . . . . . . . . . . . . . . . . . .46
10.12 Incentive Stock Options. . . . . . . . . . . . . . . . . . . . . . . .46

ARTICLE XI. POST-CLOSING COVENANTS.. . . . . . . . . . . . . . . . . . . . . .46
11.1 Non-Competition . . . . . . . . . . . . . . . . . . . . . . . . . . . .46
11.2 Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . .48
11.3 Further Assurances. . . . . . . . . . . . . . . . . . . . . . . . . . .49
11.4 Amendment to Registrations and Filing of Form 8-K . . . . . . . . . . .49
11.5 Compliance with Hart-Scott-Rodino Act . . . . . . . . . . . . . . . . .49
11.6 Additional Covenants. . . . . . . . . . . . . . . . . . . . . . . . . .49
11.7 Use of Name "Provident Investment Counsel, Inc. . . . . . . . . . . . .47
11.8 Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .50
11.9 Statutory Compliance . . . . . . . . . . . . . . . . . . . . . . . . .50
11.10 Extension Bonus Payment. . . . . . . . . . . . . . . . . . . . . . . .50
11.11 UAM Capital Contribution . . . . . . . . . . . . . . . . . . . . . . .50
11.12 Employees; Employee Benefits.. . . . . . . . . . . . . . . . . . . . .51

ARTICLE XII. GENERAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . .52
12.1 Entire Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . . .52
12.2 Equitable Relief; Binding Effect. . . . . . . . . . . . . . . . . . . .52
12.3 Separate Counterparts . . . . . . . . . . . . . . . . . . . . . . . . .53
12.4 Consistent Accounting . . . . . . . . . . . . . . . . . . . . . . . . .53
12.5 Transaction Costs . . . . . . . . . . . . . . . . . . . . . . . . . . .53
12.6 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .53
12.7 Severability. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .54
12.8 Captions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .54
12.9 Due Inquiry . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .54
12.10 Gender . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .54
12.11 Governing Law. . . . . . . . . . . . . . . . . . . . . . . . . . . . .54
12.12 No Third-Party Beneficiaries . . . . . . . . . . . . . . . . . . . . .55

<PAGE>

Exhibits

A Form of UAM Non-Negotiable Subordinated
Note (Section 1.2)
B Form of Subordination Agreement (Section 1.2)
C Form of Warrant Agreement (Section 1.2)
D Form of Warrant Certificate (Section 1.2)
E-1 Form of Employment Agreement (Kommerstad) (Section 9.2)
E-2 Form of Employment Agreement (Miller, Handtmann, Tashijan) (Section 9.2)
E-3 Form of Employment Agreement (Condon) (Section 9.2)
E-4 Form of Employment Agreement (1% Stockholders) (Section 9.2)
E-5 Employment Agreements effective upon Closing (Non-Stockholders)
(Section 9.2)
F Form of Revenue Sharing Agreement (Section 10.6)
G PIC Audited Financials (Section 3.5)
H PIC Unaudited Financials (Section 3.5)
I UAM Audited Financials (Section 4.5)
J UAM Unaudited Financials (Section 4.5)
K Form of Client's Consent (Art. VII)
L Stockholders' Closing Certificate as to
Representations, etc. (Section 9.3)
M Stockholders' Certificate as to By-Laws, etc. (Section 9.4)
N Stockholders' Certificate as to Clients' Consents (Section 9.5)
O Stockholders' Certificate Relating to Payments
Made (Section 9.9)
P Stockholders' Certificate Relating to Real Property
Interests (Section 9.11)
Q UAM Certificate as to Representations, etc. (Section 10.2)

v
<PAGE>

Schedules

1 Stockholders of PIC
1.3A PIC's Client List
1.3B Example of Calculation of Adjustment
1.4 Example of Calculation of Contingent Payment
3.5 Liabilities
3.9 Interests of Officers
3.10A Property and Leases
3.10B Securities
3.11 Accounts Receivable
3.12 Insurance Policies
3.13 Names, Franchises, Permits, Etc.
3.15 Other Contracts
3.16 Employees
3.17 Bank Accounts and Money Market Funds
3.20 Employee Benefit Plans
3.25 Mutual Funds
3.26 Code of Ethics
3.28 Physician's Letters
8. Conduct of PIC's Business Prior to the Closing Date
9.17 Persons to be Insured by UAM

<PAGE>

ACQUISITION AGREEMENT
---------------------

AGREEMENT made as of the 10th day of November, 1994, by and among United
Asset Management Corporation, a Delaware corporation having its principal place
of business at One International Place, Boston, Massachusetts 02110 ("UAM"), PIC
Newco, Inc., a Massachusetts corporation and an indirect wholly-owned subsidiary
of UAM ("Newco"), Provident Investment Counsel, a California corporation having
its principal place of business at Corporate Center, 300 North Lake Avenue,
Pasedena, California 91101 ("PIC"), and the persons listed on Schedule 1 hereto
(collectively, "Stockholders," and each individually, "Stockholder") who are the
holders in the aggregate of all of the issued and outstanding capital stock of
PIC (the "PIC Stock").

W I T N E S S E T H:

WHEREAS, based upon the representations, covenants, agreements and
warranties herein made by PIC and the Stockholders and subject to the terms and
conditions contained in this Agreement, UAM wishes to acquire the assets and
business of PIC and immediately to contribute such assets and business to Newco,
which will continue to conduct the business of PIC; and

WHEREAS, based upon the representations, agreements and warranties herein
made by UAM and Newco and subject to the terms and conditions contained in this
Agreement, PIC and the Stockholders wish to transfer and sell the assets and
business of PIC to UAM and to have Newco continue the business of PIC; and

WHEREAS, the Stockholders, as owners of PIC, will benefit from the sale of
assets hereunder and will become key employees of Newco after such sale;

NOW, THEREFORE, in consideration of the mutual promises herein contained,
the parties hereto, intending to be legally bound, do hereby agree as follows:

<PAGE>

Article I. PURCHASE AND SALE.

1.1 SALE OF ASSETS. Subject to the terms and conditions set forth
herein, as of the Closing Date (as defined in Article II) UAM shall purchase
from PIC and PIC shall convey, transfer, set over, assign and deliver to UAM,
free and clear of all liens, attachments, charges, lis pendens, and encumbrances
of any nature (except as may otherwise expressly be permitted by this
Agreement), all of the assets of PIC, except such assets to be retained or
distributed by PIC as set forth on Schedule 8 hereto ("Excluded Assets"),
consisting of the assets and business of PIC of every kind and description,
tangible and intangible, real, personal or mixed and wherever located and all
proprietary and associated rights relating thereto, including without limitation
all assets shown or reflected in PIC's balance sheet as of September 30, 1994,
the Investment Advisory Contracts (as hereinafter defined), customer lists,
prospects lists, books, records, and all of PIC's goodwill and the exclusive
right to use the name of PIC as all or part of a trade or corporate name (the
"Assets"). UAM shall then transfer all of the Assets to Newco.

1.2 PURCHASE PRICE. Subject to adjustment as provided in Section 1.3,
below, UAM shall pay PIC in consideration of the purchase and sale of the Assets
(the "Purchase Price"):

(a) Two hundred sixty-two million, eight hundred four thousand
five hundred fifty dollars ($262,804,550) in cash to be paid at the Closing by
wire transfer in same day funds; and

(b) Twenty million, eight hundred fourteen thousand, seven
hundred seventy-six dollars ($20,814,776) principal amount of UAM Non-Negotiable
Seven-Year 6 1/2% Subordinated Note (the "Note"), to be delivered at the Closing
in the form of Exhibit A hereto and subordinated in accordance with the form of
Subordination Agreement attached hereto as Exhibit B (the "Subordination
Agreement"); and

(c) A Warrant Agreement in the form of Exhibit C attached hereto
(the "Warrant Agreement"), and a Warrant Certificate in the form of Exhibit D
attached hereto to be delivered at the Closing evidencing the right to purchase
459,385 shares ($20,814,776 principal amount of the Note divided by the Warrant
exercise price of $45.31 per share of UAM's Common Stock, $.01 par value (the
"Warrant"), and exercisable in accordance with the Warrant Agreement at forty-
five dollars and thirty-one cents ($45.31) per share, subject to adjustment as
stated in the Warrant Agreement; and

(d) an aggregate of sixty seven million, three hundred seventy
thousand, and seventy-four dollars ($67,370,074) of UAM Common Stock, $.01 par
value, valued in accordance with provisions set forth below (the "UAM Stock");
and

<PAGE>

(e) the Contingent Payment provided for in Section 1.4 below (in
an aggregate amount which shall not exceed $125,000,000 reduced by the amount of
any Extension Bonus Payment payable by UAM pursuant to Section 11.10 below).

The per share price of UAM Stock to be used in calculating the number of
shares of UAM Stock to be delivered pursuant to section (d) above (the "UAM
Stock Price") shall be the average of the closing price of UAM's Common Stock
for the twenty (20) successive trading days ending on the tenth trading day
preceding the Closing Date as reported by the New York Stock Exchange, subject
to the following. If the average price calculated pursuant to the preceding
sentence is equal to or greater than $43.50 per share, the UAM Stock Price shall
be $43.50 per share. If the average price calculated pursuant to the preceding
sentence is equal to or less than $29.00 per share, the UAM Stock Price shall be
$29.00 per share.

Notwithstanding any other provision of this Agreement, no fractional shares
of UAM Stock and no certificates or scrip therefor, or other evidence of
ownership thereof, will be issued. The number of shares of UAM Stock to be
delivered to PIC pursuant hereto shall be rounded to the nearest whole share.

1.3 ADJUSTMENT IN PURCHASE PRICE. If any adjustment is required by the
provisions of the following subparagraphs, the portion of the Purchase Price
payable by UAM to PIC at the Closing will be reduced or increased, as the case
may be, PRO RATA with respect to the cash portion, the Note and the Warrant
portion, and the UAM Stock portion, by a percentage calculated in the following
manner:

(a) PIC shall have prepared and delivered to UAM on or prior to
the date hereof, a list (Schedule 1.3A) of investment advisory clients of PIC as
of September 30, 1994, showing for each client and as of that date, the client's
name, address, fee arrangements, assets under management, and pro forma annual
billings calculated by multiplying the assets under management by the annual
percentage fee applicable to such client under its Investment Advisory Contract
with PIC (the "Original Schedule"). The Original Schedule shall separately
identify each client which is a Fund (as hereinafter defined) as such. The
Original Schedule shall separately identify each client that is a financial
services firm and for which PIC provides advisory services for assets placed
with such firm pursuant to an agreement under which PIC serves as an investment
manager or submanager for broker-sponsored asset management programs ("Wrap
Accounts"). Each financial services firm for which PIC provides advisory
services for assets placed with such firm in Wrap Accounts shall be referred to
herein as a "Wrap Sponsor" and such firms shall be referred to collectively as
the "Wrap Sponsors". The Original Schedule and Revised Schedule (as hereinafter
defined) shall identify thereon the Wrap Sponsors as clients, but not the
underlying Wrap Account holders. Only assets under management which are
accruing fees shall be included on the Original Schedule or the Revised Schedule
prepared pursuant to subsection (c) below. Attached to the Original Schedule is
a description of each performance fee arrangement in place with any client
listed thereon.

<PAGE>

(b) Based on negotiations as to the Purchase Price leading to
the execution of this Agreement, "Base Annual Billings" of PIC for purposes of
this calculation are $86,034,000.

(c) At the Closing, PIC will deliver to UAM a revised Schedule
1.3A (the "Revised Schedule") as of the close of business on the last business
day before the Closing prepared as follows:

(i) All clients that have terminated their investment advisory
relationship with PIC or that have notified PIC (orally or in
writing) of their intention to terminate that relationship since the
date of the Original Schedule shall be deleted from the Revised
Schedule.

(ii) Clients that have engaged PIC since the date of the Original
Schedule shall be added to the Revised Schedule with their assets
under management by PIC included in the Revised Schedule at the
value of those assets on the date PIC's management of those assets
commenced.

(iii) For clients that have withdrawn assets from management by PIC since
the date of the Original Schedule, assets under management for such
clients shall be reduced from the Original Schedule by the same
percentage as is calculated by dividing (A) the value of the assets
withdrawn as of the date of withdrawal, by (B) the aggregate value
of assets managed by PIC for such client immediately prior to the
withdrawal. If as of the Closing Date PIC has knowledge of any
prospective withdrawal of assets under management for any client,
assets under management for such client on the Revised Schedule
shall be reduced by the same percentage as is calculated by dividing
(A) the value of the assets proposed to be withdrawn by (B) the
aggregate value of assets managed by PIC for such client as of the
last business day before the Closing.

(iv) For clients that have added to assets under management since the
date of the Original Schedule, assets under management for such
clients shall be increased from the Original Schedule by the value
of those added assets on the date PIC's management of the assets
commenced.

(v) Pro forma annual billings for each client shall be calculated in the
same manner as in the Original Schedule, after giving effect to the
adjustments made to assets under management pursuant to
subparagraphs (i) to (iv) above and to any reductions in fees.

(vi) The Revised Schedule shall not reflect fluctuations in the market
value of assets under management since the date of the Original
Schedule (except as

<PAGE>

expressly provided in subparagraphs (ii), (iii) and (iv) above) or
increases (if any) in PIC's fee schedule subsequent to that date.

Pro forma annual billings shown on this Revised Schedule are referred to as
"Assigned Annual Billings." The advisory agreements between PIC and the clients
listed on the Original and Revised Schedules are referred to herein as
"Investment Advisory Contracts."

(d) Assigned Annual Billings shall then be divided by Base
Annual Billings, and the resulting percentage shall be determined to the nearest
one-hundredth of a percent (the "Adjustment Percentage").

(e) CALCULATION OF REVALUATION PERCENTAGE.

(i) If the Adjustment Percentage is 95% to 105% , there shall be no
reduction or increase in the Purchase Price payable at the Closing.

(ii) If the Adjustment Percentage is 70% or more, up to 95%, then the
Purchase Price payable at the Closing shall be reduced in accordance
with the following table, with interpolation as necessary between
percentages rounded to the nearest one-hundredth of a percent:

Percent by which Purchase
Adjustment Percentage Price shall be Reduced
--------------------- ----------------------

95% 0%
94 1
93 2
92 3
91 4
90 5

* * * * * *

89% 5 1/2%
88 6
87 6 1/2
86 7
85 7 1/2
[and so forth
down to]

75% 12 1/2%
74 13

<PAGE>

73 13 1/2
72 14
71 14 1/2
70 15

(iii) If the Adjustment Percentage is less than 70%, UAM may elect not to
proceed under this Agreement in accordance with Section 9.5 and PIC
may elect not to proceed under this Agreement in accordance with
Section 10.7.

(iv) If the Adjustment Percentage is greater than 105%, the portion of
the Purchase Price payable at the Closing shall be increased in
accordance with the following table, with interpolation as
necessary between percentages rounded to the nearest one-hundredth
of a percent, subject to the provisions of paragraph (v) below:

Percent by which Purchase
Adjustment Percentage Price shall be Increased
--------------------- ------------------------

105% 0%
106 1
107 2
108 3
109 4
110 5

111 5 1/2%
112 6
113 6 1/2
114 7
115 7 1/2

116 8%
117 8 1/2
118 9
119 9 1/2
120 10

121 10 1/2%
122 11
123 11 1/2
124 12
125 12 1/2

<PAGE>

126 13 %
127 13 1/2
128 14
129 14 1/2
130 or above 15

(v) Notwithstanding any of the foregoing provisions of Section 1.3 to
the contrary, if the Closing occurs after January 27, 1995, the
amount of any increase in the portion of the Purchase Price payable
at the Closing by UAM shall be the lesser of such amount calculated
as of January 27, 1995, (using a revised Schedule 1.3A prepared as
of January 27, 1995, and such amount calculated as of the Closing,
and for purposes of such calculations revised Schedules 1.3A shall
be prepared both as of January 27, 1995, and as of the close of
business on the last business day prior to the day the Closing is
actually held.

The percentage by which the Purchase Price shall be decreased or increased
(i.e., the percentage determined from the right-hand column in the tables above)
is referred to herein as the "Revaluation Percentage".

(f) An example of the operation of this Section 1.3 is set forth
on Schedule 1.3B hereto.

1.4 CONTINGENT PAYMENT. One contingent payment (the "Contingent
Payment") in an aggregate amount that shall not exceed $125,000,000 reduced by
the amount of any Extension Bonus Payment payable by UAM pursuant to Section
11.10 below (the "Overall Limitation") shall be paid to PIC in the amount, in
the manner and on the date indicated below:

(a) Based on negotiations as to the Purchase Price leading to
the execution of this Agreement, the term "UAM's Base Share of Revenues" shall
mean $43,017,000, provided that if an increase or a reduction in the portion of
the Purchase Price payable at the Closing is made in accordance with Section 1.3
because the Adjustment Percentage is less than 95% or greater than 105%, the
term "UAM's Base Share of Revenues" shall mean $43,017,000 increased or reduced,
as the case may be, by the same percent by which the portion of the Purchase
Price payable at the Closing was increased or reduced pursuant to Section 1.3.

(b) To the extent that UAM's Share of Revenues, as that term is
used in the Revenue Sharing Agreement (as hereinafter defined) and adjusted to
normalize performance fees in accordance with the normalization of performance
fees as reflected in Schedule 1.3A, for the year ending December 31, 1997
exceeds UAM's Base Share of Revenues, the latter shall be deducted from the
former, the difference shall be multiplied by seven, and the

<PAGE>

product shall be reduced by the amount of any Extension Bonus Payment payable by
UAM pursuant to Section 11.10 below to determine the amount of the Contingent
Payment, if any, due; subject to the Overall Limitation.

(c) The Contingent Payment, if any, shall be paid by UAM to PIC,
or PIC's successors in interest on or before March 1, 1998 (the "Contingent
Closing Date"), and shall be paid in cash by wire transfer in same day funds,
principal amount of UAM's Note (the "Contingent Note") and Warrant Agreement and
Certificate evidencing the right to purchase a number of shares of UAM Common
Stock equal to the number produced by dividing the principal amount of the
Contingent Note by $45.31 (subject to adjustment in accordance with Section 5 of
the Warrant Agreement) (the "Contingent Warrant") and UAM Common Stock (the
"Contingent Stock") in pro rata amount based on the relative amounts of such
consideration paid at Closing; provided, however, that (i) no Contingent Payment
shall be paid unless all provisions in the Revenue Sharing Agreement requiring
certain amounts to be distributed to UAM have been complied with in all
material respects (ii) at PIC's option and upon notice to UAM at least thirty
days prior to the Contingent Closing Date, the portion of the Contingent Payment
that shall be paid in cash may be decreased and the portion of the Contingent
Payment that shall be paid in Contingent Note and Contingent Warrant may be
correspondingly increased up to a maximum amount of $10,000,000; and (iii) any
Extension Bonus Payment payable by UAM pursuant to Section 11.10 below shall be
charged against the cash portion of the Contingent Payment.

(d) The per share price of Contingent Stock to be used in
calculating the number of shares of Contingent Stock to be delivered pursuant to
this section (the "Contingent Stock Price") shall be the average of the closing
price of UAM's Common Stock for the twenty (20) successive trading days ending
on the tenth trading day preceding the Contingent Closing Date (the "Pricing
Date") as reported by the New York Stock Exchange (or other exchange or market
on which such stock is quoted), subject to the following. The amount of the
Contingent Payment, if any, to be paid in Contingent Stock pursuant to this
section may be paid by UAM in cash by wire transfer in same day funds, at UAM's
option, if the Contingent Stock Price is less than the Contingent Stock Price
Lower Limit as defined in the following sentence. For purposes of this section,
the "Contingent Stock Price Lower Limit" shall be the higher of (i) $29.00 per
share; and (ii) 80% of the average of the closing price of UAM's Common Stock
for the last trading day of each of the fifty-two (52) successive weeks ending
with the week immediately preceding the Pricing Date as reported by the New York
Stock Exchange (or other exchange or market on which such stock is quoted).

(e) The Contingent Note shall have the same terms and shall be
in the same form as the Note (Exhibit A), except that it shall be due seven
years from the date of the Contingent Closing. An additional Subordination
Agreement substantially in the form of Exhibit B shall be executed at the time
of issuance of the Contingent Note.

<PAGE>

(f) The Contingent Warrant shall have the same terms as provided
in Section 1.2 above, including the exercise price as therein provided; shall be
in the same form as the Warrant (Exhibit D); subject to the terms of the Warrant
Agreement (Exhibit C), except that it shall be exercisable at any time up to or
on the seventh anniversary date of the Contingent Closing. An additional
Warrant Agreement in the form of Exhibit D shall be executed at the time of
issuance of the Contingent Warrant.

(g) An example of Contingent Payment calculations is provided in
Schedule 1.4 hereto.

1.5 OBLIGATIONS ASSUMED BY NEWCO. As further consideration for the sale
of the Assets by PIC to UAM and subject to the provisions of Article VIII and
Section 9.15 hereof, Newco agrees, upon the terms and subject to the conditions
set forth herein, to assume at the Closing all obligations of PIC to perform or
provide services after the Closing Date under the Investment Advisory Contracts
and the contracts and other agreements listed on Schedules 3.10A, 3.12 and 3.15,
to the extent the same shall exist on the Closing Date (the "Assumed
Obligations"). Nothing in this Agreement or any Related Agreement (as defined
herein) shall require UAM or Newco to assume, and UAM and Newco do not assume,
any other liabilities or obligations of PIC to any person or entity.

Article II. THE CLOSING.

The closing of the transactions contemplated hereby (the "Closing") will
take place at 10:00 a.m. at the offices of PIC on January 27, 1995, or at such
other later time and other place as the parties hereto may mutually agree upon
(the "Closing Date"). Notwithstanding the foregoing, if as of such date one or
more of the meetings of the shareholders of the Funds contemplated by Section
7.6 below has or have not been held, then PIC shall have the right to defer the
Closing to a later reasonable date and time, but in no event shall such date be
later than March 15, 1995.

Article III. REPRESENTATIONS AND WARRANTIES OF PIC AND THE STOCKHOLDERS.

As a material inducement to UAM and Newco to enter into and perform this
Agreement, PIC and the Stockholders jointly and severally represent, warrant,
covenant and agree that:

3.1 PIC'S ORGANIZATION AND CORPORATE AUTHORITY. PIC is a corporation
duly organized, validly existing and in good standing under the laws of the
State of California, with full power and authority to own or lease and use its
properties and assets, to carry on its business as such business is now
conducted, to execute and deliver this Agreement, and to

<PAGE>

consummate the transactions contemplated hereby. PIC is duly qualified to do
business as a foreign corporation under the laws of each jurisdiction in which
the conduct of its business requires such qualification or license, except for
jurisdictions where failure to so qualify or be licensed would not have a
material adverse effect on PIC's business.

3.2 CHARTER, BY-LAWS AND MINUTES. The copies of the Articles of
Organization of PIC as certified by the Secretary of State of California; the
By-laws of PIC as certified by its Secretary; and the minutes of meetings of its
Board of Directors and stockholders (or consents in lieu thereof) furnished to
UAM by PIC, are true, correct and complete and conform to the originals thereof.

3.3 NO VIOLATION. Neither the execution and delivery by PIC or the
Stockholders of this Agreement or of any other agreement or instruments required
by the provisions of this Agreement (collectively, the "Related Agreements") to
which PIC or the Stockholders may be parties, nor consummation of the
transactions herein or therein contemplated, nor compliance with the terms,
conditions and provisions hereof or thereof will conflict with or violate any
provision of law or the Articles of Incorporation or By-laws of PIC, 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 PIC or a Stockholder is a party or by which PIC
or a Stockholder is bound or to which PIC or a Stockholder is subject, or
constitute a default thereunder or result in the imposition of any lien, charge,
encumbrance or security interest of any nature whatsoever upon any of PIC's
property pursuant to the terms of any such agreement or instrument (except as
contemplated by this Agreement), assuming that all of the consents contemplated
by Section 7.1 have been received and provided that the actions contemplated by
Article VII are taken and the provisions of 15 U.S.C. Section 18(a) and (b) (the
"Hart-Scott-Rodino Act") shall have been complied with pursuant to Section 9.19
hereof. The parties recognize that consummation of the transaction contemplated
herein will result in the automatic termination of PIC's investment advisory
agreements relating to the Funds described in Section 3.25 and that new
agreements may be entered into by Newco in accordance with the procedures
established by the Investment Company Act of 1940 and the regulations
promulgated thereunder.

3.4 THE STOCKHOLDERS. Except as set forth in Schedule 1, the
Stockholders own all of the issued and outstanding shares of PIC's capital stock
listed next to their respective names in Schedule 1 hereto, free and clear of
all agreements, charges, options, liens, security interests, pledges, claims,
restrictions and encumbrances of any nature whatsoever. PIC has authorized
capital stock consisting of 1,000,000 shares of common stock, $1.00 par value,
of which 166,020 shares are validly issued and outstanding, fully paid, non-
assessable and entitled to vote. There are outstanding no rights to purchase of
any kind affecting any shares of the capital stock of PIC, whether or not
outstanding.

3.5 FINANCIAL STATEMENTS. The Stockholders and PIC have delivered to
UAM audited balance sheets of PIC as at the close of its fiscal years ended
December 31, 1991

<PAGE>

through December 31, 1993, together with related audited statements of income,
stockholders' equity and cash flow for the respective years then ended,
certified by or accompanied by a report of independent public accountants, all
of which balance sheets and financial statements (including the notes thereto)
for such three-year period are collectively called the "Audited Financials" and
are attached hereto as Exhibit G.

The Stockholders and PIC have also delivered to UAM an unaudited balance
sheet as of September 30, 1994, together with related statements of income,
stockholders' equity and cash flow for the [9]-month period then ended and will
deliver to UAM prior to the Closing an unaudited balance sheet as of the end of
the second month next preceding the month in which the Closing Date occurs,
together with unaudited statements of income, stockholders' equity and cash flow
of PIC for the post-December 31, 1994, period then ended, certified by the
principal financial and accounting officer of PIC, all of which balance sheets
and financial statements (including the notes thereto) are referred to
collectively as the "Unaudited Financials" and are or prior to the Closing will
be attached hereto as Exhibit H. The Audited Financials and the Unaudited
Financials are hereinafter sometimes collectively referred to as the "Financial
Statements."

The Financial Statements, when delivered in accordance with this Section,
will fairly present the financial position and results of operations of PIC on
the dates and for the fiscal periods then ended, in accordance with generally
accepted accounting principles which, except as may otherwise be noted in the
footnotes thereto, have been applied on a basis consistent with prior periods.
The Financial Statements reflect or provide for all claims against and all debts
and liabilities of PIC, absolute, accrued, contingent or otherwise, as at the
dates thereof in accordance with generally accepted accounting principles,
except for certain year-end accruals reflected on or omitted from the Unaudited
Financials which are not individually or in the aggregate material.

Schedule 3.5 hereto lists and will list (as modified as of the Closing
Date) all material claims against and all material debts and material
liabilities of PIC, absolute, accrued, contingent or otherwise, including all
material bonuses payable, or paid since the date of the latest Financial
Statements, and taxes due as at the date hereof, and as of the Closing Date.

PIC has no liability of any nature, contingent or otherwise, which is not
fully reflected or reserved against in the Audited Financials for the year ended
December 31, 1993, or in the Unaudited Financials or listed in Schedule 3.5.

Attached to Schedule 3.5 is a projected statement of cash flow for the
twelve-month period immediately following the Closing Date. Such statement was
prepared on a basis consistent with the Financial Statements and was prepared in
good faith based on assumption which PIC and the Stockholders consider to be
reasonable.

<PAGE>

3.6 NO ADVERSE CHANGE. Since September 30, 1994, (a) there has been no
material adverse change in the financial condition, results of operations,
assets, liabilities or business of PIC; (b) there have been no dividends or
other distributions with respect to PIC's capital stock paid or declared by PIC
except as disclosed to UAM in Schedule 8 hereto; (c) PIC has not issued or sold
any shares of its capital stock; and (d) the physical properties owned or leased
by PIC have not suffered any destruction or damage, regardless of whether or not
the loss suffered was insured, that would materially adversely affect PIC's
business.

3.7 SUBSIDIARIES. PIC has no subsidiaries. PIC does not own, directly
or indirectly, other than for investment purposes, any of the capital stock of
any corporation, association, trust or similar entity, any interest in the
equity of any partnership or similar entity, any share in any joint venture, or
any other equity or proprietary interest in any entity or enterprise, however
organized and however such interest may be denominated or evidenced.

3.8 TAXES. PIC has filed all federal, state, local and other tax
returns which are required to be filed by it and which were due prior to the
date of this Agreement and has paid all taxes shown thereon, including without
limitation all taxes on properties, income, business and occupation, licenses,
sales and payrolls. All federal, state, local and other taxes accruable since
the end of the respective periods covered by such returns and up to the date
hereof and the Closing Date have or will have been paid or accrued on the books
of PIC (other than taxes on so-called built-in gain which will be calculated and
paid in accordance with Section 6.2 hereof). The tax returns of PIC for the
last five fiscal years up to December 31, 1993 heretofore delivered to UAM are
true, accurate and complete in all material respects, and fairly present the
information purported to be shown therein, and reflect all material tax
liabilities of PIC for the periods covered thereby. The Financial Statements
include adequate reserves or liabilities for all accrued and unpaid federal,
state and local taxes of PIC, whether or not disputed, for the fiscal year ended
December 31, 1993, and the post-December 31, 1993 periods covered thereby and
for all fiscal periods prior thereto or arising out of transactions entered into
or any state of facts existing on or prior to the dates thereof.

On March 13, 1989, PIC filed a valid election under Section 1362 of the
Internal Revenue Code ("Code") to be an S corporation governed by the provisions
of Subchapter S of the Code effective January 1, 1989. Such election has not
been revoked. PIC, at the time of the filing of the election, and since such
filing, has met all of the requirements of Subchapter S of the Code to be
eligible for treatment as an S corporation under the Code.

No federal income tax returns of PIC filed for any period beginning after
December 31, 1987, have been audited by the Internal Revenue Service, and PIC
has granted no power of attorney to any person to represent it before the
Internal Revenue Service. No federal or state tax liabilities have been
assessed or proposed which remain unpaid. Neither PIC nor any of the
Stockholders is aware of any basis upon which any liability for a material
amount

<PAGE>

of additional taxes could be incurred. No state excise or business and
occupation tax returns of PIC filed for any period beginning after December 31,
1987, have been audited, and no state tax liabilities have been assessed or
proposed which remain unpaid.

Present taxes which PIC is required by law to withhold or collect have been
withheld or collected and have been paid over to the proper governmental
authorities or are properly held by PIC for such payment, and all withholdings,
collections or other payments payable in connection therewith as of the dates of
the Unaudited Financials, are fully reflected or disclosed in the balance sheets
included as a part of the Unaudited Financials as at such dates and for the
periods then ended. All such taxes are and will be so withheld, collected, paid
over or held for payment as of the date of this Agreement and the Closing. No
waivers of statutes of limitations with respect to any tax returns of PIC nor
extensions of time for the assessment of any tax have been given which are now
in effect.

Neither PIC nor the Stockholders have taken or will take any action other
than in the ordinary course of business and other than the transactions to occur
pursuant to this Agreement which would create a tax liability of PIC that would
become such on or after the Closing Date.

3.9 INTERESTS OF OFFICERS. Except for normal advances for business
expenses incurred in the ordinary course of business, no officer, director, or
stockholder of PIC nor any affiliate of any of the foregoing parties has any
loan or other obligation outstanding to or from PIC or for which PIC is or may
be liable under guaranty or otherwise, or has any material interest in any firm,
person or entity with which PIC has entered into any contract or lease, or with
which PIC does business and which would influence that person in doing business
with PIC, other than as disclosed in Schedule 3.9.

3.10 PROPERTY. PIC's assets which consist of real estate or leasehold
interests in or options on real estate are listed on Schedule 3.10A, together
with all "Encumbrances" (as hereinafter defined) thereon. PIC has good and
marketable title to all real property owned by it, free of all encumbrances
other than those identified on Schedule 3.10A.

Also set forth on Schedule 3.10A is a list of personal property (including
without limitation machinery, equipment, furniture and computer software) owned,
leased by or under option to PIC with an individual net book value at September
30, 1994 in excess of $10,000 for owned property or with individual annual lease
payments in excess of $10,000 for leased property, together with all
"Encumbrances" thereon. Prior to the Closing, PIC should deliver to UAM a
complete Fixed Asset listing for financial reporting purposes. The term
"Encumbrances" shall mean all claims, liens, pledges, mortgages, security
interests, encumbrances, charges, options, defaults, equities or restrictions or
other matters, if any, affecting PIC's title to, ownership of, or lease interest
in any of the scheduled property.

<PAGE>

Schedule 3.10A includes a description of the terms of the aforesaid leases
and options or, in lieu thereof, copies of such leases and options. All leases
listed on Schedule 3.10A are in good standing and are valid and effective in
accordance with their respective terms, and there is not under any such lease
any existing default of PIC or event which with notice or lapse of time or both
would become a default of PIC. The assignment of such leases pursuant hereto
will not constitute a default or event of default of PIC thereunder; provided,
however, that the parties acknowledge that the consent of PIC's landlord under
its lease of primary office space [is] required. The Encumbrances set forth in
Schedule 3.10A do not singly or in the aggregate materially affect the value of
such real or personal property or impair the use thereof in PIC's business as
now conducted. All personal property of PIC has been properly maintained and is
in good order and repair, ordinary wear and tear excepted and is operable and
fit to be used for its intended purposes.

PIC owns free and clear of all Encumbrances the bonds, debentures, notes,
stock and other securities listed on Schedule 3.10B hereto, and none other.

3.11 ACCOUNTS RECEIVABLE. The accounts receivable reflected in the
Unaudited Financials of September 30, 1994 arose in the ordinary course of
business and have been collected in full or are fully collectible or, if not
fully collectible, have been written off or have had adequate reserves
established therefor. Set forth on Schedule 3.11 hereto is a list of all
accounts receivable of PIC which were billed as of September 30, 1994, showing
the name of each debtor and the amount due on each account, and indicating any
amount past-due on each account and any write-off or reserve against each such
account. Such accounts receivable are likewise fully collectible, unless
otherwise indicated. Schedule 3.11 shall be supplemented at the Closing to
reflect accounts receivable as of the Closing Date. Except as disclosed on
Schedule 3.11 hereto, no agreements have been in effect since January 1, 1994 or
are now proposed which would require any delay in payment of any fees payable
under the Investment Advisory Contracts.

3.12 INSURANCE. Each insurance policy which is maintained by PIC with
respect to its business or properties or upon the life of any person employed by
PIC is set forth on Schedule 3.12 hereto showing the amount of coverage under
each such policy, other than life insurance policies owned by employees for
which PIC pays the premiums. The listed policies are reasonably adequate to
protect the insured properties against the insured risks, at current replacement
values, subject to reasonable deductibles, and the risks insured against are
normal for the industry. All such policies are assignable, except as set forth
on Schedule 3.12.

3.13 NAMES, FRANCHISES, PERMITS, ETC. To its best knowledge, PIC has the
right to use its name in every state in which it now does business. Except as
noted on Schedule 3.13 hereto, PIC has no franchises, permits, licenses,
trademarks, trade names, patents, patent applications, copyrights, trade
secrets, computer software, formula, designs or inventions and none of the same
are necessary to conduct its business as now operated without infringing on

<PAGE>

the rights of any other person. To the best knowledge of the Stockholders and
PIC, PIC has not infringed or violated in any way any trademark, trade name,
copyright, trade secret rights or contractual relationships of others, and has
not received any notice, claim or protest respecting any such violations or
infringement. PIC has not given any indemnification to any person for any such
violations or infringements.

3.14 INVESTMENT ADVISORY CONTRACTS. The Original Schedule 1.3A is true,
complete and accurate and has been prepared as described in Section 1.3(a)
above. As of the Closing Date, the Revised Schedule 1.3A shall be true,
complete and accurate and prepared in accordance with Section 1.3(c) above.
Each client listed on the Original and Revised Schedule 1.3A is being or will be
as of the date thereof served by PIC in accordance with the information in such
Schedule, and PIC has no knowledge of any prospective termination by any such
client of its Investment Advisory Contract or withdrawal of assets from
management by PIC except as set forth therein. True, correct and complete
copies of all Investment Advisory Contracts have been provided or made available
to UAM. Schedule 1.3A separately identifies each Investment Advisory Contract
which in any material respect by its terms provides any client with the most
favorable provisions offered to any other client of PIC (any "most favored
nation provisions") or which provides for any contingently returnable fees.
Each of the Investment Advisory Contracts to which PIC is a party is a legal,
valid and binding obligation of PIC and, to the knowledge of PIC, each of the
other parties thereto enforceable in accordance with its terms, subject to
(i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance and transfer and other similar laws of general application,
heretofore or hereafter enacted or in effect, affecting the rights and remedies
of creditors generally, and (ii) the exercise of judicial or administrative
discretion in accordance with general equitable principles, particularly as to
the availability of the remedy of specific performance or other injunctive
relief (the "Remedies Exception"). PIC is not in breach, violation or default
under any such agreement. PIC has no arrangements or understandings relating to
PIC's rendering of investment advisory services to anyone which are not
disclosed on the Original and Revised Schedule 1.3A.

PIC has heretofore delivered to UAM a listing as of September 30, 1994 of
all persons holding Wrap Accounts with Wrap Sponsors and managed by PIC
identifying each such person's assets under management by PIC, and the nature of
the advisory services provided by PIC. At the Closing, PIC shall deliver a
revised listing of all such information prepared as of the third to last
business day before the Closing

3.15 OTHER CONTRACTS. All contracts (other than Investment Advisory
Contracts) to which PIC is a party or by which PIC is bound and which are
material to PIC's business and are not identified on any other Schedule hereto,
and all confidentiality agreements obtained from parties other than UAM are
listed on Schedule 3.15 hereto. PIC is not obligated under any contract or
agreement which materially and adversely affects its business, properties,
prospects, assets or condition, financial or otherwise.

<PAGE>

Except as listed on Schedule 3.15, PIC is not a party to any loan agreement
or bank credit agreement.

PIC has given no power of attorney to any person or entity which is
presently outstanding or in force for any purpose whatsoever except as listed on
Schedule 3.15.

PIC is not in default under (nor is PIC or any of the Stockholders aware of
any fact or event which with the lapse of time or the giving of notice or both
would constitute a default under) any contract made or obligation owed by it
which would result in a liability that would materially adversely affect the
business of PIC.

3.16 CERTAIN SALARIED EMPLOYEES. Set forth on Schedule 3.16 attached
hereto is a list of all present employees of PIC who each were paid in fiscal
year 1993 or are currently being paid on an annualized basis a salary equal to
or greater than $60,000. Also set forth on Schedule 3.16 with respect to each
such employee is the following information: (a) the aggregate amount paid as
salary in fiscal year 1993; (b) the amount of salary currently being paid on an
annualized basis; (c) the nature (e.g., cash bonus) and amount of all aggregate
direct and indirect remuneration other than salary paid during fiscal year 1993;
(d) the nature and amount of all aggregate direct remuneration proposed to be
paid during fiscal year 1994; and (e) a list of any employment agreements
between PIC and such employee. True, correct and complete copies of all
employment agreements listed on Schedule 3.16 have been provided to UAM.

3.17 BANK ACCOUNTS AND MONEY MARKET FUNDS. Set forth on Schedule 3.17
hereto is the name and location of each bank and money market fund in which PIC
has an account or accounts or safe deposit boxes, the name and number of each
account or box, the names of persons authorized to draw thereon or having access
thereto, and the balance of each account and the contents of each box as of the
date indicated thereon. Such Schedule shall be up-dated as of the Closing Date.

3.18 LITIGATION. There are no actions, suits, proceedings or
investigations of any kind pending, or, to the knowledge of PIC or any of the
Stockholders, threatened before any court, commission, agency or other
administrative authority against PIC or any of its stockholders or directors, or
its businesses or properties, and PIC is not the subject of any order or decree.

3.19 FINDER'S FEE. Neither PIC nor any Stockholder has incurred any
obligation of any kind whatsoever to any party for a finder's fee in connection
with the transactions contemplated by this Agreement other than an obligation to
Goldman Sachs & Co. for which PIC will be solely liable.

3.20 EMPLOYEE BENEFIT PLANS. Schedule 3.20 attached hereto lists all
deferred compensation, pension, profit sharing and retirement plans, and all
material bonus and other

<PAGE>

employee benefit or fringe benefit plans maintained by PIC or with respect to
which contributions are made by PIC (including health, life insurance and other
benefit plans maintained for retirees). Said plans, including but not limited
to all plans or programs that constitute "employee benefit plans" as defined in
Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), are sometimes collectively referred to in this section as "Benefit
Plans." True and complete copies of all Benefit Plans, including any insurance
contracts under which benefits are provided, as currently in effect have been
provided to UAM. UAM has also been provided with a true and complete copy of
the summary plan description, if any was required by ERISA to be prepared and
distributed to participants, for each Benefit Plan. Except as set forth in
Schedule 3.20:

(a) PIC has fulfilled its obligations to the extent applicable
under the minimum funding requirements of Section 302 of ERISA and Section 412
of the Internal Revenue Code of 1986, as amended (the "Code"), with respect to
each Benefit Plan. PIC has made all payments to all Benefit Plans as required
by the terms of each such plan and any applicable collective bargaining
agreements and in accordance, if applicable, with the actuarial and funding
assumptions in effect as for the most recent actuarial valuation of such plans
and the quarterly contribution requirements of Section 302(e) of ERISA and
Section 412(m) of the Code. No lien exists on any of PIC's assets pursuant to
Section 302(f) of ERISA or Section 412(n) of the Code. A copy of the most
recent actuarial valuation and report for each defined benefit pension plan has
been provided to UAM. Except as disclosed on Schedule 3.20, PIC has funded or
will fund each Benefit Plan in accordance with its terms through the Closing,
including the payment of applicable premiums on any insurance contract funding a
Benefit Plan for coverage provided through the Closing.

(b) Each Benefit Plan is in compliance in all material respects
with the presently applicable provisions of ERISA and the Code, including but
not limited to the satisfaction of all applicable reporting and disclosure
requirements under ERISA and the Code. PIC has filed or caused to be filed with
the Internal Revenue Service annual reports on Form 5500 or 5500C and 5500R, if
applicable, for each Benefit Plan for all years and periods for which such
reports were required, and such reports for the past five years have been
provided to UAM.

(c) No "prohibited transaction," as defined in Section 406 of
ERISA and Section 4975 of the Code, has occurred in respect of any Benefit Plan
which could give rise to any liability or tax under ERISA or the Code on the
part of PIC, and no civil or criminal action brought pursuant to part 5 of Title
I of ERISA is pending or is threatened in writing or orally against any
fiduciary of any such plan, other than claims for benefits in the normal course.

(d) The Internal Revenue Service has issued a letter for each
employee pension benefit plan (as defined in Section 3(2) of ERISA) determining
that such plan is a qualified plan under Section 401(a) of the Code and is
exempt from Federal income tax

<PAGE>

under Section 501(a) of the Code, and, to the best knowledge of PIC, there has
been no occurrence since the date of any such determination letter which has
adversely affected such qualification.

(e) The assets of each Benefit Plan that is subject to Title IV
of ERISA will, as of the Closing, be sufficient to pay all "benefit liabilities"
as defined in Section 4001(a)(16) of ERISA. There shall not be as of the
Closing any outstanding unpaid minimum funding waiver within the meaning of
Section 412(d) of the Code.

(f) There has not been any (1) termination or partial
termination of any employee pension benefit plan (as defined in Section 3(2) of
ERISA) maintained by PIC (or by any person, firm or corporation which is or was
under common control within the meaning of Section 4001(c) of ERISA, with PIC
(hereinafter called "an Affiliate") during the period of such common control, at
a time when Section 4021 of ERISA applied to such plan), (2) commencement of any
proceeding to terminate any such plan pursuant to ERISA, or otherwise, or (3)
written notice given to PIC or any Affiliate of the intention to commence or
seek the commencement of any such proceeding, which (under (1)) resulted or
(under (2) or (3)) would result in any insufficiency of plan assets necessary to
satisfy benefits guaranteed under Section 4022 of ERISA or benefits vested under
the plan. Any termination of any employee pension benefit plan has been
disclosed in Schedule 3.20 attached hereto and was accomplished in accordance
with the requirements of ERISA (including ERISA Section 4041, if applicable) and
the Code and all applicable regulations in effect under ERISA and the Code in
effect at the time the termination occurred. No "Reportable Event" as defined
in Section 4043 of ERISA (excluding "Reportable Events" for which the 30-day
notice requirement is waived) has occurred with respect to any pension benefit
plan and neither PIC nor any of its Affiliates has any liability to the Pension
Benefit Guaranty Corporation with respect to or arising from the maintenance of
any such plan.

(g) Except as disclosed on Schedule 3.20, neither PIC nor any of
its Affiliates is a party to any pension plan that is a "multi-employer plan"
within the meaning of Section 4001(a)(3) of ERISA. Neither PIC nor any of its
Affiliates currently has any liability to make any withdrawal liability payment
to any multi-employer plan. Neither PIC nor any of its Affiliates is delinquent
in making any contributions required to be paid to any multi-employer plan.
There is no pending dispute between PIC or any of its Affiliates and any multi-
employer plan concerning payment of contributions or payment of withdrawal
liability payments.

<PAGE>

(i) Schedule 3.20 discloses, and separately indicates, each
plan, fund or program maintained by PIC that provides post retirement medical
benefits, post retirement death benefits or other post retirement welfare
benefits. A copy of any written description of post retirement welfare benefits
that has been provided to employees has been furnished to UAM. A copy of each
plan document, insurance contract or other written instrument providing for post
retirement welfare benefits has been provided to UAM, together with a
description of any advance funding arrangement that has been established to fund
post retirement welfare benefits.

3.21 DISCLOSURE. The representations and warranties made by PIC and each
of the Stockholders in this Agreement and any of their respective statements
made in any of the Exhibits or Schedules hereto do not contain any untrue
statement of a material fact or omit to state a material fact necessary in order
to make any such representation, warranty or statement, in the light of the
circumstances under which it was made, not misleading. There is no fact or
condition particularly related to the business of PIC which is known to PIC and
no Stockholder is aware of any fact or condition particularly related to the
business of PIC which any of them reasonably believes might materially adversely
affect the business, property, condition (financial or otherwise), or results of
operations of PIC and which has not been set forth in this Agreement or in an
Exhibit or Schedule hereto, except general economic and securities market
conditions.

3.22 APPROVALS. No approval, authorization, order, license or consent of
or registration, qualification or filing with any governmental authority and no
approval or consent by any other person or entity is required in connection with
the execution, delivery or performance by PIC and the Stockholders of this
Agreement and the Related Agreements, other than as contemplated by Article VII
and Sections 3.25 and 9.19 hereof.

3.23 PIC'S AUTHORITY. PIC has full right, power and authority to
execute, deliver and perform this Agreement and the Related Agreements to which
it is a party, all proper corporate actions of PIC's Board of Directors and
Stockholders authorizing the execution, delivery and performance hereof and
thereof having been taken. This Agreement has been duly executed and delivered
by PIC and constitutes, and the Related Agreements to which it will be a party
when executed and delivered, will be duly executed and delivered and will
constitute, valid and legally binding obligations of PIC enforceable in
accordance with their respective terms, subject to the Remedies Exception.
There are pending no proceedings or actions to dissolve PIC.

3.24 STOCKHOLDERS' AUTHORITY. The Stockholders have full right, power
and authority to execute, deliver and perform this Agreement and each Related
Agreement to which they are parties. This Agreement has been duly executed and
delivered by the Stockholders and constitutes, and each Related Agreement to
which they will be parties when executed and delivered will be duly executed and
delivered and,, will constitute, the valid and

<PAGE>

legally binding obligation of each of them, enforceable in accordance with their
respective terms, subject to the Remedies Exception.

3.25 GOVERNMENT REGULATION. PIC is and has been since 1976 duly
registered as an investment adviser under the Investment Advisers Act of 1940.
PIC is registered as an investment adviser in the states referenced in item 7,
Part I of its current Form ADV, and is in compliance with all state laws
requiring registration, licensing or qualification as an investment adviser.
Each such federal and state registration is in full force and effect. PIC has
delivered to UAM a true and complete copy of its Form ADV, as amended to date,
filed by PIC with the Securities and Exchange Commission; copies of all state
registration forms, likewise as amended to date; and copies of all current
reports required to be kept by PIC pursuant to the Investment Advisers Act of
1940 and rules promulgated thereunder, and required pursuant to applicable state
statutes. The information contained in such forms and reports was true and
complete at the time of filing in all material respects. PIC has filed all
amendments required to be filed to its Form ADV and state registration forms
under federal and state law. Except as set forth on Schedule 3.25, PIC has
filed all reports required to be filed by it under the Securities Exchange Act
of 1934 (including Sections 13(d), (g) and (f) thereof) and rules promulgated
thereunder. Schedule 3.25 identifies the examination and/or certification
qualifications of each of PIC's adviser representatives.

PIC is not an "investment company," within the meaning of the Investment
Company Act of 1940, which is required to be registered under that Act in order
to engage in the transactions described in Section 7 of that Act. PIC is not a
"broker" or "dealer" within the meaning of the Securities Exchange Act of 1934.
Copies of all inspection reports or similar documents furnished to PIC by the
Securities and Exchange Commission or state regulatory authorities since January
1, 1989 are listed on Schedule 3.25 and have been provided to UAM. PIC is not
required to disclose any information to clients under SEC Rule 206(4)-4
promulgated under the Investment Advisers Act of 1940.

Except with respect to the entities listed on Schedule 3.25 hereto (each a
"Fund" and collectively the "Funds"), PIC does not act as investment adviser or
subadviser to any "investment company," as defined in the Investment Company Act
of 1940, which is registered under such Act. PIC has a written investment
advisory agreement with each Fund pursuant to which PIC serves as investment
adviser to each Fund, and has delivered to UAM true and complete copies of such
agreements. Each of such agreements is in full force and effect, PIC is not in
default thereunder and, to the best knowledge of PIC, no Fund that is a party
thereto is in default thereunder. The investment advisory agreement relating
to each Fund will terminate upon the consummation of the transaction
contemplated by this Agreement, and new agreements may be entered into by Newco
in accordance with the procedures established by the Investment Company Act of
1940 and the regulations promulgated thereunder.

<PAGE>

Neither PIC nor any Stockholder nor any other "interested person" of PIC,
as such term is defined in the Investment Company Act of 1940, receives or is
entitled to receive any compensation directly or indirectly (i) from any person
in connection with the purchase or sale of securities or other property to, from
or on behalf of any of the Funds, other than bona fide ordinary compensation as
principal underwriter for the Funds or (ii) from the Funds or its security
holders for other than bona fide investment advisory services, or other
services.

3.26 CODE OF ETHICS. PIC has adopted a formal code of ethics, a true,
complete and accurate copy of which has been provided to UAM. Its policies with
respect to avoiding conflicts of interest are as set forth in its Form ADV, as
amended, which has been delivered to UAM. There have been no instances of non-
compliance with such policies since November 1, 1992, except as listed on
Schedule 3.26.

3.27 NO PRACTICES IN VIOLATION OF LAW. Neither PIC nor any Stockholder
has engaged in or is now engaging in any act, conspiracy or course of conduct in
violation of any applicable federal or state law which would result in a
materially adverse change in the financial condition, results of operation,
assets, liabilities or business of PIC, and has not received any notice, claim
or protest that it is now or has heretofore been so engaged.

3.28 EMPLOYEES' HEALTH. Each employee of PIC listed on Schedule 3.28 is
in good health. Prior to the execution of this Agreement, each such employee
has delivered to UAM a letter from a licensed physician familiar with such
person's health indicating that such person is in good health, which letters are
included in Schedule 3.28.

3.29 FEE SCHEDULE. PIC's fee schedules in effect as of September 30, 1994
are in full force and effect, and have not been unilateraly amended by PIC
since January 1, 1990.

3.30 INVESTMENT REPRESENTATIONS. PIC and the Stockholders understand
that as of the date when the Note and Warrant are issued to PIC, such securities
will not have been registered under the Securities Act of 1933, and the rules
and regulations thereunder (the "Securities Act"), or qualified under any
applicable state securities laws, on the ground that the transfer of such
securities to PIC is exempt from the registration and prospectus delivery
requirements of the Securities Act and from qualification under any applicable
state securities laws, and that such exemptions are based in part on the
representations and warranties made herein.

PIC is acquiring the Note and Warrant for its own account and not for that
of any other persons, and without a view to or in connection with any
distribution thereof which is proscribed by the Securities Act or any rule or
regulation thereunder or in violation of any applicable state securities laws.

PIC and the Stockholders shall not offer, sell or otherwise dispose of the
Note and Warrant except to the Stockholders upon the liquidation of PIC or in
conformity with Rule

<PAGE>

144 of the Securities and Exchange Commission or pursuant to a registration
statement under the Securities Act and qualification under applicable state
securities laws or pursuant to an opinion of counsel reasonably satisfactory to
UAM that such registration and qualification is not required. PIC and the
Stockholders acknowledge and agree that the Note and Warrant shall be endorsed
with the legends set forth in Exhibits A and D hereto.

UAM may require as a condition precedent to any proposed offer, sale,
transfer, pledge, hypothecation or other disposition of the Note and Warrant by
PIC other than in conformity with Rule 144 of the Securities and Exchange
Commission or pursuant to a registration statement under the Securities Act that
the proposed transferee first sign, seal and deliver to UAM an investment
agreement with respect to the securities to be offered, sold, transferred,
pledged, hypothecated or otherwise disposed of containing substantially the
agreements, representations and Warranties set forth in this Section 3.30.

PIC and the Stockholders acknowledge receipt from UAM of its Annual Report
to Stockholders for the fiscal year ended December 31, 1993; its proxy statement
in connection with its annual meeting of May 19, 1994; and its Quarterly Reports
on Form 10-Q for the fiscal quarters ended March 31, 1994 and June 30, 1994.
PIC and the Stockholders represent to UAM (i) that they have reviewed such
reports and statements; (ii) that they have been afforded the opportunity to ask
questions and receive answers concerning the terms and conditions of the
offering of the Note and Warrant hereby and to obtain any additional information
that UAM possesses or can acquire without unreasonable effort or expense that is
necessary to verify any of the information contained in any such reports and
statements; and (iii) that they have such knowledge and experience in financial
and business matters that they are capable of evaluating the merits and risks of
an investment in UAM.

Article IV. REPRESENTATIONS OF UAM AND NEWCO.

As a material inducement to PIC and the Stockholders to enter into and
perform this Agreement, UAM and Newco represent, warrant, covenant and agree,
that:

4.1 ORGANIZATION OF UAM AND NEWCO AND CORPORATE AUTHORITY. UAM is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware, with full power and authority to own or lease and use
its properties and assets, to carry on its business as such business is now
conducted, to execute and deliver this Agreement and to carry out the
transactions contemplated hereby. Newco is a corporation duly organized,
validly existing and in good standing under the laws of the Commonwealth of
Massachusetts with full power and authority to own or lease and use its
properties and assets, to carry on its business as such business is now
conducted, to execute and deliver this Agreement and to consummate the
transactions contemplated hereby. Newco has been formed for the purpose of the
transaction described herein and prior to the Closing will not engage in
business as an investment adviser, or any other business other than in

<PAGE>

contemplation of the transactions set forth herein. Newco is duly qualified to
do business as a foreign corporation under the laws of each jurisdiction in
which the conduct of its business requires such qualification or license, except
for jurisdictions where failure to so qualify or be licensed would not have a
material adverse effect on the business to be conducted by it pursuant hereto
subsequent to the Closing Date.

4.2 NO VIOLATION. Neither the execution and delivery by UAM or Newco of
this Agreement or of any of the Related Agreements to which UAM or Newco may be
parties, nor consummation of the transactions herein or therein contemplated,
nor compliance with the terms, conditions and provisions hereof or thereof will
conflict with or violate any provision of law or the Certificate or Articles of
Incorporation or By-laws of UAM or Newco, 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
UAM or Newco is a party or by which UAM or Newco is bound or to which UAM or
Newco is subject, or constitute a default thereunder or result in the imposition
of any lien, charge, encumbrance or security interest of any nature whatsoever
upon any of UAM's or Newco's assets pursuant to the terms of any such agreement
or instrument (except for a security interest of UAM's lending banks in the
stock of Newco), provided that the actions contemplated by Article VII hereof
are taken and the consents and approvals described in Section 4.9 are obtained.

4.3 FINDER'S FEE. Neither UAM or Newco has incurred any obligation of
any kind whatsoever to any party for a finder's fee in connection with the
transactions contemplated by this Agreement.

4.4 CHARTER, BY-LAWS AND RESOLUTIONS. The copies of the respective
Certificate or Articles of Incorporation of UAM and Newco certified by the
respective Secretaries of State; of the By-laws of UAM and Newco as certified by
their respective Secretaries; and of resolutions of UAM's and Newco's respective
Boards of Directors relating to the transactions contemplated by this Agreement,
furnished by UAM and Newco to PIC and the Stockholders, are true, correct and
complete copies thereof.

4.5 FINANCIAL STATEMENTS OF UAM. UAM has delivered to the Stockholders
an audited, consolidated balance sheet of UAM as at December 31, 1993, together
with a related audited, consolidated statement of income, stockholders' equity
and cash flow for the year then ended, certified by, or accompanied by a report
of, independent public accountants, which balance sheet and financial statements
(including the notes thereto) for such period are collectively called the "UAM
Audited Financials" and are attached hereto as Exhibit I.

UAM has also delivered to the Stockholders an unaudited, condensed,
consolidated balance sheet as of September 30, 1994, together with an unaudited,
condensed, consolidated statement of income and cash flow for the six-month
period then ended, which balance sheet and financial statements (including the
notes thereto) are referred to collectively as the

<PAGE>

"UAM Unaudited Financials " and are attached hereto as Exhibit J. The UAM
Audited Financials and the UAM Unaudited Financials are hereinafter sometimes
collectively referred to as the "UAM Financial Statements."

4.6 LITIGATION. Except as may be disclosed in the UAM reports and
statements referred to in Section 3.30 above, there are no material actions,
suits, proceedings or investigations of any kind pending or, to the knowledge of
its responsible officers, threatened against UAM before any court, commission,
agency or administrative authority.

4.7 DISCLOSURE. The representations and warranties made by UAM and
Newco in this Agreement and any statements made by them in any of the Exhibits
or Schedules hereto do not contain any untrue statement of a material fact or
omit to state a material fact necessary in order to make such representation,
warranty or statement, in light of the circumstances under which they were made,
not misleading. There is no fact or condition particularly related to the
business of UAM which is known to UAM and which UAM reasonably believes might
adversely affect in a material fashion the business, property, condition
(financial or otherwise) or results of operations of UAM and which has not been
set forth in this Agreement or an Exhibit or Schedule hereto or disclosed in the
UAM reports or statements referred to in Section 3.30 above.

4.8 UAM'S AND NEWCO'S AUTHORITY. UAM and Newco have full right, power
and authority to execute, deliver and perform this Agreement and the Related
Agreements to which they may be parties, all proper corporate actions
authorizing the execution, delivery and performance hereof and thereof having
been taken. This Agreement has been duly executed and delivered by UAM and
Newco and constitutes, and the Related Agreements to which they may be parties
will be duly executed and delivered and, when executed and delivered, will
constitute, valid and legally binding obligations of UAM and Newco, enforceable
in accordance with their respective terms, subject to the Remedies Exception.

4.9 APPROVALS. No approval, authorization, order, license or consent of
or registration, qualification or filing with any governmental authority and no
approval or consent by any other person or entity is required in connection with
the execution, delivery or performance by UAM and Newco of this Agreement and
the Related Agreements, other than as contemplated by Article VII and
Sections 9.19 and 9.20 hereof.

4.10 CAPITALIZATION OF UAM AND NEWCO. UAM has duly authorized 50,000,000
shares of Common Stock, $.01 par value, of which 28,283,082 shares were issued
and outstanding and 11,808,146 shares were reserved for issuance on exercise of
outstanding

<PAGE>

warrants or options or upon conversion of outstanding convertible notes, or
otherwise, as of November 1, 1994. UAM also has authorized 5,000,000 shares of
Preferred Stock, $1.00 par value, none of which is outstanding. All of the
presently outstanding shares of capital stock of UAM are validly issued, fully
paid and nonassessable. Newco has authorized 100 shares of Common Stock, no par
value, of which 100 shares are outstanding and are owned of record by United
Asset Management Holdings, Inc., a wholly owned subsidiary of UAM.

4.11 AUTHORIZATION OF NOTE AND WARRANT. The Note and the Warrant and the
Contingent Note and the Contingent Warrant have been duly authorized by all
necessary corporate action of UAM and, when issued, sold and delivered in
accordance with this Agreement, will constitute the legal, valid and binding
obligations of UAM enforceable in accordance with their respective terms,
subject to the Remedies Exception.

4.12 RESERVATIONS OF COMMON STOCK. The shares of UAM Common Stock
issuable upon exercise of the Warrant and the Contingent Warrant have been duly
reserved for issuance upon such exercise and, when issued, will be validly
authorized, issued and outstanding, fully paid and nonassessable.

4.13 AUTHORIZATION OF COMMON STOCK. The issuance of shares of UAM Common
Stock under the terms hereof has been duly authorized by all necessary corporate
action and, when issued as contemplated by this Agreement and the Warrant
Agreement, such shares, will be validly issued, fully paid and nonassessable.

4.14 NO ADVERSE CHANGE. Since September 30, 1994, (a) there has been no
material adverse change in the financial condition, results of operations,
assets, liabilities or business of UAM and (b) there have been no dividends or
other distributions with respect to UAM's capital stock paid or declared by UAM,
except for UAM's normal quarterly dividend.

4.15 SEC REPORTS. UAM has previously furnished PIC with true and
complete copies of each registration statement and proxy statement filed since
January 1, 1994 by UAM with the Securities and Exchange Commission (the
"Commission"), and the following reports filed by UAM with the Commission:
UAM's Annual Reports on Form 10-K for each of the years ended December 31, 1993,
1992, 1991 and 1990 and all Quarterly Reports on Form 10-Q and all Current
Reports on Form 8-K filed after December 31, 1993. The financial statements and
schedules of UAM contained in said reports (or incorporated therein by
reference) were prepared in accordance with generally accepted accounting
principles applied on a consistent basis except as noted therein, and fairly
present the information purported to be shown therein. Each registration
statement, proxy statement, and Annual Report on Form 10-K filed subsequent to
December 31, 1990 and Quarterly Reports on Form 10-Q and all Current Reports on
Form 8-K filed subsequent to December 31, 1993 did not, on the date of
effectiveness in the case of such registration statements, on the date of
mailing in the case of such proxy statements, and on the date of filing in the
case of such reports, contain any untrue statement of a material fact or omit to
state a material fact required to be

<PAGE>

stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading. No subsidiary of UAM
has issued a class of securities which is required to be registered under the
Securities Exchange Act of 1934.

Article V. INDEMNIFICATION.

5.1 INDEMNIFICATION BY THE STOCKHOLDERS AND PIC. Subject to all of the
limitations and provisions of this Article V, the Stockholders and PIC jointly
and severally agree to indemnify defend with counsel reasonably satisfactory to
UAM, and save and hold UAM and Newco harmless from and against, and compensate
them for, any and all demands, claims, actions, causes of action, assessments,
damages, liabilities, losses, diminution in value, expenses, fees, judgments or
deficiencies of any nature whatsoever (including, without limitation, any unpaid
taxes due from PIC and reasonable attorneys' fees and other costs and expenses
incident to any suit, action or proceeding including those incurred in
connection with the enforcement of this Agreement or any Related Agreement)
received, incurred or sustained by them, which shall arise out of or result
from: any breach of any representation, warranty or covenant of PIC or the
Stockholders (including without limitation those set forth in Article III
hereof) hereunder or under any Schedule, Exhibit or Related Agreement; any
violation of the bulk sales law of the State of California; any non-fulfillment
of any covenant or obligation of PIC or the Stockholders under this Agreement or
any Schedule or Exhibit hereto or any failure by PIC to pay or perform when due
any liability or obligation of PIC not expressly assumed by Newco pursuant
hereto.

5.2 INDEMNIFICATION BY UAM. Subject to all of the limitations and
provisions of this Article V, UAM agrees to indemnify, defend with counsel
reasonably satisfactory to the Stockholders and PIC, and save and hold the
Stockholders and PIC harmless from and against, and compensate them for, any and
all demands, claims, actions, causes of action, assessments, damages,
liabilities, losses, diminution in value, expenses, fees, judgments or
deficiencies of any nature whatsoever (including, without limitation, any
reasonable attorneys' fees and other costs and expenses incident to any suit,
action or proceeding including those incurred in connection with the enforcement
of this Agreement or any Related Agreement) received, incurred or sustained by
them, which shall arise out of or result from: any breach of any
representation, warranty or covenant of UAM or Newco (including without
limitation those set forth in Article IV hereof) hereunder or under any
Schedule, Exhibit or Related Agreement; or any non-fulfillment of any covenant
or obligation of UAM or Newco under this Agreement or any Schedule or Exhibit
hereto.

5.3 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The representations and
warranties set forth in this Agreement and referred to in Sections 5.1 and 5.2
above shall survive the Closing for two years (except that the representations
and warranties of the Stockholders set forth in Sections 3.8 (TAXES), 3.20
(EMPLOYEE BENEFIT PLANS), 4.11 (AUTHORIZATION OF NOTE AND WARRANT), 4.12
(RESERVATIONS OF COMMON STOCK), and 4.13 (AUTHORIZATION OF COMMON STOCK) of this
Agreement shall survive the Closing for [seven]

<PAGE>

years) notwithstanding the establishment of a shorter period by any applicable
statute of limitations, the provisions of which are hereby waived, provided that
liability with respect to any representation or warranty as to which a claim is
made within such two-year and seven-year periods, as applicable, shall continue
until finally determined and paid.

Each claim for indemnification pursuant to this Article V shall be made in
writing and shall set forth specifically the facts claimed to give rise to
indemnification and the representations, warranties, covenants or agreements
claimed to be false or to have not been fulfilled, and the damages claimed as a
result thereof.

5.4 LIMITATION ON LIABILITIES OF PIC AND THE STOCKHOLDERS. The
following limitations shall apply to any claim against PIC, a Stockholder or
Stockholders which shall arise out of or result from any breach of any
representation or warranty (including without limitation those set forth in
Article III hereof) hereunder:

(a) any claim for a breach of representation or warranty under Sections
3.4, 3.24 or 3.28 hereof shall be the sole responsibility of the Stockholder
responsible for such breach;

(b) any other claim for a breach of representation or warranty under any
Section other than Sections 3.4, 3.24 or 3.28 hereof shall be a claim against
all the Stockholders as a group, but each Stockholder's liability therefore
shall be limited to a pro rata portion of the total liability, based on his or
her percentage ownership of PIC shares at this date;

(c) a Stockholder's aggregate liability for a breach of representations
or warranties hereunder shall in no event exceed such Stockholder's pro rata
portion of the Purchase Price based on his percentage ownership of PIC shares at
this date;

(d) PIC and the Stockholders shall not be required to indemnify UAM or
Newco hereunder with respect to any claims for a breach of representation or
warranty under any Section hereof until the amount of such claims exceed
$500,000, in which event UAM and Newco shall be entitled to indemnification with
respect to the full amount of such claims above such limitation.

5.5 THIRD-PARTY CLAIMS. Should any claim be made or suit or proceeding
be instituted against a party entitled to indemnification hereunder (an
"Indemnified Party") which, if valid or prosecuted successfully, would be a
matter for which they are entitled to be defended, saved harmless or indemnified
under this Agreement (a "Third-Party Claim"), the Indemnified Party shall notify
parties responsible for such indemnification hereunder (the "Indemnifying
Parties") in writing concerning the same promptly after the assertion or
commencement thereof.

The Indemnifying Parties shall control the defense of any Third-Party Claim
against the Indemnified Parties and the Indemnifying Parties shall use their
best efforts to defeat or

<PAGE>

minimize any loss resulting from such Third-Party Claim. The Indemnifying
Parties shall provide the Indemnified Parties with such information and
opportunity for consultation as may reasonably be requested by the Indemnified
Parties, and either the Indemnified Parties or any of them shall be entitled to
participate in the defense of a Third-Party Claim and to engage counsel at their
own expense for such purpose. The Indemnifying Parties shall have the right to
settle Third-Party Claims against the Indemnified Parties on terms which are
judged reasonable by the Indemnifying Parties and such settlements shall be
binding upon the Indemnified Parties and the Indemnifying Parties for purposes
of indemnification under this Agreement, provided that the Indemnified Parties
have been held harmless against or indemnified for amounts agreed to be paid or
amounts paid in such settlement. The Indemnified Parties shall in any event
render all such assistance as the Indemnifying Parties shall reasonably request
in the defense of any Third-Party Claim. All costs and expenses incurred by the
Indemnifying Parties and the Indemnified Parties in connection with the defense
of a Third-Party Claim shall upon demand be paid by the Indemnifying Parties.

5.6 SET-OFF. Any amount or amounts owing from the Stockholders or PIC
to the Indemnified Parties under this Article V, other than as a result of a
Third-Party Claim or other loss requiring the payment of money, shall be paid to
UAM by set-off against any amounts owing to the Stockholders or PIC under the
Note, to the extent such amounts are sufficient, and the balance of such amounts
owing and any other amount or amounts owing from the Stockholders or PIC to the
Indemnified Parties under this Article V may be paid to UAM, at UAM's option, by
set-off against any amounts owing to the Stockholders or PIC under this
Agreement and the Related Agreements, to the extent such amounts are sufficient,
in all cases without prejudice to UAM's or Newco's right to pursue any other
remedies at law or in equity in the event such amounts are insufficient, and
without prejudice to the rights of any such Stockholder to contribution from or
indemnification by any other Stockholder.

5.7 EXCLUSIVITY. The parties hereto agree that, following the Closing,
with respect to any breach of any representation or warranty (including without
limitation those set forth in Articles III and IV hereof) hereunder, the only
relief and remedy available to UAM or Newco or the Stockholders of PIC, as the
case may be, in respect of said breach shall be (a) damages, but only to the
extent properly claimable hereunder and as limited pursuant to this Article V or
otherwise hereunder; (b) specific performance if a court of competent
jurisdiction in its discretion grants the same; or (c) injunctive or declaratory
relief if a court of competent jurisdiction in its discretion grants the same.

Article VI. TAX MATTERS.

The parties agree that from and after the date hereof:

6.1 TAX RETURNS. The parties hereto shall cooperate with one another to
prepare and file all requisite federal, state and local tax returns disclosing
the consummation of the transactions contemplated hereunder in a consistent
manner and as a taxable transaction

<PAGE>

under the Code. PIC shall prepare and file, on or before the due date or any
extension thereof, all required federal, state, and local tax returns with
respect to PIC's operations for the taxable year in which the Closing occurs and
with respect to the sale of the Assets (and the Stockholders shall properly
report on their personal tax returns their share of income or loss attributable
to them from the operations of PIC).

6.2 TAXES ON SALE. All transfer, excise, income or other taxes payable
by PIC or the Stockholders by reason of the purchase and sale of the Assets
hereunder (including without limitation any taxes on so-called built-in gain)
shall be paid by PIC or the Stockholders.

6.3 ALLOCATION OF PURCHASE PRICE AMONG ASSETS. The Purchase Price shall
be allocated by UAM in consultation with PIC among the assets of PIC acquired
hereunder in accordance with the relative fair market values and pursuant to
Section 1060 of the Code and the regulations thereunder. For purposes of such
allocation, the fair market values of the such assets, including the Investment
Advisory Contracts, shall be determined by UAM in consultation with PIC, using
an independent appraiser selected by UAM as and to the extent deemed necessary
by UAM, at UAM's sole expense, beginning as soon as practicable after the date
hereof. PIC shall cooperate fully with such appraisal. The parties hereto
shall furnish such information to the Internal Revenue Service with respect to
allocation of the Purchase Price payable hereunder as may be required by Section
1060 of the Code and regulations promulgated thereunder. UAM and PIC shall
furnish each other with a copy of the information it proposes to submit to the
Internal Revenue Service at least 30 days prior to the due date for filing such
material and the parties shall furnish information consistent therewith to the
Internal Revenue Service in connection with the filing of their 1995 federal
income tax return.

Article VII. PRE-CLOSING COVENANTS.

7.1 PROCEDURE FOR OBTAINING CLIENTS' CONSENTS. Following the execution
and delivery of this Agreement and prior to the Closing, and thereafter as
necessary, the parties hereto shall cooperate with one another to obtain the
execution of a Client's Consent substantially in the form of Exhibit K, relating
to the consent of the advisees (other than the Wrap Accounts and the Funds
described in Section 3.25) under all of PIC's Investment Advisory Contracts to
the assignment of such contracts pursuant hereto. In connection with the
obtaining of such Clients' Consents, the parties shall cooperate with one
another to make full and complete disclosure of all facts material to the giving
of such Consents.

Subject to the provisions of Section 7.2, below, within five business days
after the date hereof, PIC shall notify all of its clients as of such date of
the transaction contemplated by this Agreement, shall send all of such clients
Clients' Consents, and shall contact personally (by telephone or face-to-face)
at least one of the "Managers", as hereafter defined, of each of such clients
for the purpose of procuring the execution by such clients of Clients'

<PAGE>

Consents. PIC shall use its best efforts to procure such execution in due
course. The term "Managers" as used herein shall mean persons who have or share
the power to decide on behalf of a client whether to execute a Client's Consent,
such as trustees of a trust which is a client, or appropriate officers or
directors of a corporation which is a client. At least two weeks prior to the
Closing, PIC shall contact personally (by telephone or face-to-face) a "Manager"
(as defined above) of each client which has not yet returned an executed
Client's Consent to inquire as to such client's intentions. PIC shall deliver
to UAM prior to the Closing copies of all executed Client's Consents and make
available for inspection the originals of such Consents at or prior to the
Closing.

Promptly following the execution and delivery of this Agreement, PIC shall
contact each Wrap Sponsor and establish, subject to UAM's approval, appropriate
procedures to notify persons holding Wrap Accounts managed by PIC and their
brokers of the transaction contemplated hereby and to obtain appropriate
consents from such account holders. The initial notifications to such brokers
and account holders and the related consent requests shall be sent no later than
five weeks prior to the Closing. PIC shall obtain copies of all written
responses to such notifications and a written report describing all oral
responses to such notifications, all of which shall be made available to UAM.

7.2 NON-DISCLOSURE. PIC and the Stockholders agree that no disclosure
of the negotiation or execution of this Agreement or the transactions
contemplated hereby shall be made to clients of PIC or to other persons not
employed by PIC or its attorneys and accountants in advance of the joint
publication by UAM and PIC of a press release on such matters, except in
accordance with procedures established by UAM in order to comply with federal
securities laws and the rules of the New York Stock Exchange. PIC shall consult
with UAM in this regard and both parties shall have joint approval as to the
timing and content of any such press release, subject to UAM's obligations under
such laws and rules.

7.3 FILINGS. Prior to or on the Closing Date, the parties shall
cooperate to prepare and to file all documents and forms and amendments to
forms, including, without limitation, PIC's Form ADV-W filed with the Securities
and Exchange Commission and corresponding state forms, Form ADV and
corresponding state forms for Newco, a Form 8-K, a New York Stock Exchange
listing application covering UAM Common Stock issuable upon exercise of the
Warrant and the Contingent Warrant to be issued hereunder, applications for
state and local tax lien waivers, forms required by the Hart-Scott-Rodino Act
(as defined in Section 9.22 below) and all other documents which are or will be
required to be filed or delivered under UAM's New York Stock Exchange listing
agreement and the Exchange's rules and under applicable federal and state laws
and regulations promulgated thereunder, including without limitation the
Investment Advisers Act of 1940 and applicable state advisers acts, as a result
of the consummation of the transaction contemplated by this Agreement. The
parties agree that any filing fees payable in connection with compliance with
the requirements of the Hart-Scott-Rodino Act shall be paid by the parties
making the applicable filing.

<PAGE>

7.4 CLOSING CONDITIONS. PIC and the Stockholders shall use their best
efforts to cause the satisfaction of all conditions precedent to UAM's and
Newco's obligations hereunder set forth in Article IX. UAM and Newco shall use
their best efforts to cause the satisfaction of all conditions precedent to
PIC's and the Stockholders' obligations hereunder set forth in Article X.

7.5 RETURN OF CONFIDENTIAL INFORMATION. As soon as practicable after
the execution hereof, PIC and its agents and representatives shall exercise
their rights under all confidentiality agreements with parties other than UAM to
obtain the return or destruction of all confidential information concerning PIC
delivered thereunder.

7.6 AGREEMENT RELATING TO MUTUAL FUNDS. PIC and the Stockholders agree
to use their best efforts to cause to be prepared and filed with the Securities
and Exchange Commission proxy materials for meetings of the shareholders of the
Funds and to use their reasonable best efforts to cause proxy solicitation to be
undertaken in order that such meetings be held prior to the Closing, at which
the approval of the shareholders of the Funds will be sought for new investment
advisory agreements with Newco (the "New Fund Agreements") with respect to the
Funds to be effective at the Closing, and for such other matters as may be
required by the Investment Company Act of 1940, as amended, including
specifically Section 15(f) thereof relating to the sale of investment advisers.
PIC and the Stockholders agree to seek the approval of the New Fund Agreements
by the Funds' boards of directors (or the equivalent) acting in accordance with
Section 15(c) of the Investment Company Act of 1940.

For purposes of preparing a revised Schedule 1.3A as of the Closing Date,
any Fund which has approved a New Fund Agreement prior to the Closing shall not
be deemed to have terminated its investment advisory relationship with PIC; and
any Fund which has not done so shall be deemed to have terminated its investment
advisory relationship with PIC. The New Fund Agreement with any Fund which is
listed on the Revised Schedule as of the Closing shall have been approved by the
board of directors (or the equivalent) and the shareholders of such Fund in
conformity with the Investment Company Act of 1940, including, without
limitation, Sections 15(a) and (c) thereof, and the regulations promulgated
thereunder and with any applicable state statutes and regulations, and as of the
Closing shall be in full force and effect. As of the Closing, at least 75% of
the members of the board of directors of each Fund which is listed on the
Original Schedule or the Revised Schedule as of the Closing shall not be
"interested persons" (as such term is defined in the Investment Company Act of
1940) of PIC, UAM, or Newco and shall have been selected, proposed for election,
and elected in accordance with Section 16(b) of that Act; and the composition of
the board of directors of each Fund which is listed on the Revised Schedule as
of the Closing shall comply with Section 10 of that Act.

Newco and PIC shall each use their best efforts to ensure that none of the
transactions contemplated by this Agreement will cause the imposition of an
"unfair burden" (as such

<PAGE>

term is defined in Section 15(f) of the Investment Company Act of 1940) on any
of the Funds listed on Schedule 1.3A.
.
7.7 REGISTRATION OF UAM STOCK.

(a) REGISTRATION PROCEDURES AND EXPENSES. UAM shall use its
reasonable best efforts to effect the registration under the Securities Act of
the UAM Stock for sale as of the Closing and the Contingent Stock as of the
Contingent Closing by performing the following:

(i) UAM shall prepare and file with the Securities and Exchange
Commission (the "Commission") registration statements with respect
to the UAM Stock and the Contingent Stock and use its reasonable
best efforts to cause such registration statement to become and
remain effective for a period of three years from the Closing Date
and the Contingent Closing Date, respectively, and shall comply with
all applicable state securities laws with respect hereto. The
Stockholders' plan of distribution with respect to the UAM Stock and
the Contingent Stock shall be as follows: (a) sale of shares from
time to time by the Selling Stockholders or by pledgees, donees,
transferees or other successors in interest, (b) a block trade in
which the broker or dealer so engaged will attempt to sell the
shares as agent but may position and resell a portion of the block
as principal to facilitate the transaction, (c) purchases by a
broker or dealer as principal and resale by such broker or dealer
for its own account, (d) regular brokerage transactions executed on
the New York Stock Exchange, (e) negotiated transactions effected at
such prices as may be obtainable and as may be satisfactory to the
Selling Shareholder, or (f) other means. If the Securities Act
and/or the rules and regulations promulgated by the Securities and
Exchange Commission thereunder require that such Registration
Statement or the Prospectus forming a part thereof be amended or
supplemented in order to properly reflect the Stockholders' plan of
distribution, the Stockholders will promptly notify UAM of such
matters and cooperate with UAM in effecting such amendment or
supplement.

(ii) UAM shall prepare and file with the Commission such amendments and
supplements to such registration statements and the prospectuses
used in connection therewith as may be necessary to update and keep
such registration statements effective and to comply with the
provisions of the Securities Act with respect to the sale of all
securities covered by such registration statements. Notwithstanding
anything else to the contrary contained herein, UAM shall not be
required to disclose any confidential information concerning pending
acquisitions not otherwise required to be disclosed.

<PAGE>

(iii) UAM shall furnish to each Stockholder such number of copies of the
final prospectus as such Stockholder may reasonably request in order
to facilitate the sale of the UAM Stock owned by such Stockholder.
The Stockholders shall comply with all prospectus delivery
requirements under the Securities Act.

All expenses incurred by UAM in complying with this subsection (a), including,
without limitation, all registration and filing fees (both federal and state),
printing expenses, and fees and disbursements of counsel for UAM, are herein
called Registration Expenses. All selling commissions applicable to the sales
of UAM Stock and all fees and disbursements of counsel for any Stockholder are
herein called Selling Expenses.

(b) ALLOCATION OF EXPENSES. UAM will pay all Registration
Expenses in connection with registration pursuant to this Section 7.7. All
Selling Expenses in connection with such registration shall be borne by the
Stockholders.

(c) INDEMNIFICATION. In connection with the registration of UAM
Stock and Contingent Stock under the Securities Act pursuant to this Section
7.7, UAM will indemnify and hold harmless the seller of such UAM Stock and
Contingent Stock, each underwriter of such UAM Stock and Contingent Stock and
each other person, if any, who controls such seller or underwriter within the
meaning of Section 15 of the Securities Act, against any losses, claims,
damages, liabilities or expenses, joint or several, to which such seller,
underwriter or controlling person may become subject under the Securities Act or
otherwise, insofar as such losses, claims, damages, liabilities or expenses (or
actions in respect thereof) arise out of or are based upon (i) any untrue
statement of a material fact contained in any registration statement under which
such UAM Stock and Contingent Stock was registered under the Securities Act
pursuant to this Section 7.7, or any post-effective amendment thereof, or the
omission (or alleged omission) to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading or
(ii) any untrue statement of a material fact contained in any final prospectus
(as amended or supplemented, if UAM shall have filed with the Commission any
amendment thereof or supplement thereto), or the omission (or alleged omission)
to state therein a material fact required to be stated therein or necessary in
order to make the statements therein not misleading; and will reimburse such
seller, underwriter and each such controlling person for any legal or other
expenses reasonably incurred by such seller, underwriter or such controlling
person in connection with investigating or defending any such loss, claim,
damage, liability or expense, PROVIDED, HOWEVER, that UAM will not be liable in
any such case to the extent that any such loss, claim, damage, liability or
expense arises out of or is based upon any untrue statement or omission (or
alleged omission) of a material fact made in said registration statement, said
preliminary prospectus, or said prospectus or said amendment or supplement in
reliance upon and in conformity with written information furnished to UAM
through an instrument duly executed by such seller or underwriter specifically
for use in the preparation thereof.

<PAGE>

In connection with the registration of the UAM Stock and Contingent Stock
under the Securities Act pursuant to this Section 7.7, each seller of such UAM
Stock and Contingent Stock severally and not jointly, will indemnify and hold
harmless UAM, each person, if any, who controls UAM within the meaning of
Section 15 of the Securities Act, each officer of UAM who signs the registration
statement, each director of UAM, each underwriter, and each person who controls
any underwriter within the meaning of Section 15 of the Securities Act, against
any losses, claims, damages, liabilities or expenses, joint or several, to which
UAM or such officer, director, underwriter or controlling person may become
subject under the Securities Act or otherwise, and will reimburse UAM or such
officer, director, underwriter or controlling person for any legal or other
expenses reasonably incurred by UAM or such officer, director, underwriter or
controlling person in connection with investigating or defending any such loss,
claim, damage, liability or expense, but only insofar as such losses, claims,
damages, liabilities or expenses (or actions in respect thereof) arise out of or
are based upon any untrue statement or omission (or alleged omission) of a
material fact referred to in clause (i) or (ii) of the preceding paragraph of
this subsection (c), and provided, however, that this paragraph shall apply if
and only if such statement or omission (or alleged omission) was made in
reliance upon and in conformity with information furnished in writing to UAM by
or on behalf of such seller specifically for use in such registration statement
or prospectus.

It shall be a condition of UAM's obligations to effect registration of the
UAM Stock and Contingent Stock that the sellers participating in such
registration provide UAM and the underwriters, if any, with all material facts,
including, without limitation, furnishing such certificates, questionnaires and
legal opinions as may be required by UAM or such underwriters, concerning such
participating sellers and the UAM Stock and Contingent Stock to be registered
which are reasonably required to be stated in the registration statement or in
the prospectus or are otherwise required in connection with the offering.

Article VIII. CONDUCT OF PIC'S BUSINESS PRIOR TO THE CLOSING DATE.

PIC and the Stockholders agree that, from the date hereof to the Closing
Date, except as set forth on Schedule 8 or as otherwise consented to or approved
by UAM in writing or required by this Agreement:

(a) No change shall be made in the Articles of Incorporation or
the By-laws of PIC.

(b) No change shall be made in the number of shares of
authorized or issued capital stock of PIC, nor shall any option, warrant, call,
commitment, right or agreement of any character be granted or made by PIC
relating to its authorized or issued capital stock. No transfers in the
ownership of shares of PIC owned by the Stockholders shall occur, other than by
operation of law or pursuant to the laws of descent and distribution.

<PAGE>

(c) No dividend shall be declared or paid or other distribution
or payment declared, made or paid in respect of the capital stock of PIC either
in cash or property.

(d) Except for increases in the compensation set forth on
Schedule 8(d), and subject to the requirements of Section 9.15 on working
capital, no increase shall be made in the rate of compensation payable or to
become payable by PIC to any director, officer, employee or agent, and no bonus
shall be paid to such persons; no person shall be elected an officer of PIC and
no change shall be made in the office of any officer of PIC or the
responsibility of any such officer except as occasioned by the death,
resignation or disablement of any officer; and no collective bargaining
agreement, bonus, stock option, profit-sharing, compensation, pension, welfare,
retirement or other similar arrangement, or employment contract shall be entered
into or materially changed by PIC, other than as may be required by law.

(e) No funds shall be borrowed or loaned by PIC, except in the
ordinary course of business and not exceeding $100,000 in the aggregate up to
the Closing.

(f) No capital expenditure (other than for ordinary repairs and
maintenance) shall be incurred or contracted for and no litigation shall be
settled by PIC without prior consultation with UAM, and no such capital
expenditure or settlement in excess of $100,000 shall be made without UAM's
consent.

(g) PIC shall conduct its business in the ordinary course. It
shall meet all of its obligations as they become due, and shall use its best
efforts to continue to solicit new clients and to offer investment advisory
services in the ordinary course of business, to maintain its corporate records,
to keep its accounts receivable current, to preserve the business organization
and properties of PIC intact, to keep available the services of PIC's employees,
and to preserve the goodwill of PIC's clients, suppliers, and others with whom
business relationships exist. PIC shall not unilaterally change its fee
schedule which was in effect on September 30, 1994.

(h) PIC and the Stockholders shall afford to UAM and its
representatives reasonable access to the properties and records of PIC during
customary business hours in order that UAM may have full opportunity to make
such investigation as it shall desire of PIC's affairs for purposes consistent
with this Agreement. UAM will cause all information so obtained which is not in
the public domain to be held confidential, and will cause all documents obtained
during such investigation to be returned promptly to PIC in the event of the
termination of this Agreement, provided, however, that prior to the Closing UAM
may require that the proxy statements furnished to the shareholders of the Funds
pursuant to Section 7.4 include all information which UAM determines to be
required or appropriate under applicable law.

<PAGE>

(i) PIC shall pay or fund all expenses and liabilities incurred
by it with respect to all periods prior to the Closing, including without
limitation all salaries and rents, and, without limiting the foregoing, shall
pay or fund all tax liabilities relating to periods ending on or before the
Closing, regardless of when such expenses and liabilities would ordinarily be
payable, except for taxes on so-called built-in gain which shall be funded with
the consideration received hereunder. PIC shall pay or fund any liabilities or
amounts due to its employees as bonuses, profit-sharing or pensions, calculated
in accordance with PIC's past practices, with respect to the fiscal year ending
December 31, 1994 and subject to the provisions of Section 9.15 (Working
Capital) below and the Revenue Sharing Agreement, with respect to the period
from that date up to the Closing.

(j) All fees received by PIC up to the Closing Date for services
to be rendered after the Closing Date shall be retained by Newco. Fees to be
received by Newco after the Closing Date for services rendered prior to the
Closing shall be taken into account in determining Working Capital in
Section 9.15.

(k) PIC shall remain an S corporation at all times prior to the
Closing.

Article IX. CONDITIONS PRECEDENT TO UAM'S AND NEWCO'S OBLIGATIONS.

All obligations of UAM and Newco under this Agreement are subject to the
fulfillment and satisfaction, prior to or at the Closing, of each of the
following conditions, any one or more of which may be waived by UAM:

9.1 DELIVERY OF DOCUMENTS OF TRANSFER. PIC shall have delivered to UAM
all such documents of transfer, assignment or assumption as UAM or its counsel
may reasonably require in order to consummate the purchase and sale of Assets
hereunder.

9.2 EMPLOYMENT AGREEMENTS. Robert M. Kommerstad shall have executed an
Employment Agreement in the form attached hereto as Exhibit E-1, each
Stockholder listed on the Addendum to Exhibit E-2 shall have executed an
Employment Agreement in the form attached hereto as Exhibit E-2 duly completed
in accordance with the addendum thereto, Thomas J. Condon shall have executed an
Employment Agreement in the form attached hereto as Exhibit E-3, and each
Stockholder listed on the Addendum to Exhibit E-4 shall have executed an
Employment Agreement in the form attached hereto as Exhibit E-4 duly completed
in accordance with the addendum thereto (the "Employment Agreements"). Each of
the Employment Agreements shall have been executed and delivered as between each
of such signatories and Newco, with copies to UAM. All of the employment
agreements executed on the date hereof and effective as of the Closing attached
hereto as Exhibit E-5 shall be in full force and effect. There shall be no
material breach by the respective employees of any of such employment agreements
at the Closing Date.

<PAGE>

9.3 REPRESENTATIONS AND WARRANTIES TRUE AT THE CLOSING DATE. The
representations and warranties of PIC and the Stockholders contained in this
Agreement shall be true in all material respects at and as of the Closing Date
as though newly made at and as of that time. PIC and the Stockholders shall
have delivered to UAM a certificate in the form of Exhibit L hereto, dated as of
the Closing Date and signed by a duly authorized officer of PIC and the
Stockholders, certifying as to the truth and accuracy of the representations and
warranties and the performance of the obligations required to be performed by
PIC and the Stockholders, or any of them, under this Agreement.

9.4 PIC'S AND STOCKHOLDERS' CERTIFICATE. PIC and the Stockholders shall
have delivered a certificate, dated as of the date of the Closing, in the form
of Exhibit M hereto, certifying that since the delivery of PIC's Articles of
Organization and By-laws pursuant to Section 3.2 above, there have been no
amendments or other modifications thereof; that true, complete and accurate
copies of the minutes of meetings of the Board of Directors and Stockholders (or
consents in lieu thereof) have been delivered to UAM; that attached to the
certificate are true and complete copies of a resolution of PIC's Board of
Directors and Stockholders authorizing the transactions contemplated hereby; and
that the officers of PIC are those persons named in the certificate.

9.5 CLIENTS' CONSENTS. The Adjustment Percentage, as defined in
Section 1.3, above, shall be at least 70%; and PIC shall have complied with the
notification procedures set forth in Section 7.1, above. In addition, PIC shall
have obtained executed Clients' Consents in the form of Exhibit K hereto signed
by advisory clients who are listed on Schedule 1.3A prepared as of September 30,
1994, and whose pro forma quarterly billings as of such date represent at least
70% of all pro forma quarterly billings shown on such Schedule 1.3A as of such
date.

At the Closing, PIC and the Stockholders shall deliver a certificate in the
form of Exhibit N as to the matters set forth in the foregoing paragraph and
stating the amount of the Adjustment Percentage. Such certificate shall, in
addition, set forth the response of all clients which have not executed Clients'
Consents, and whether such clients have stated to PIC, either orally or in
writing, their intention of remaining as advisory clients of PIC, or their
intention of terminating their investment advisory relationship with PIC. Such
certificate shall also certify that no clients who have executed Clients'
Consents have revoked such Consents or disclosed to PIC an intention to do so or
to terminate their investment advisory relationship with PIC or materially to
reduce their assets under management by PIC.

9.6 APPROVALS. Any consent, approval, authorization or order of any
court, governmental agency, administrative body or other person or entity
(including without limitation consents of lessors of any property leased by PIC)
required for the consummation of the transactions contemplated by this Agreement
shall have been obtained and shall be in effect on the Closing Date.

<PAGE>

9.7 OPINION OF COUNSEL FOR PIC AND THE STOCKHOLDERS. PIC and the
Stockholders shall have delivered to UAM opinions from Proskauer Rose Goetz &
Mendelsohn of Los Angeles, California, and/or Heller, Ehrman, White & McAuliffe
of San Francisco, California, counsel for PIC and the Stockholders, that:

(i) PIC is a corporation validly existing and in good standing under
the laws of the State of California, with full corporate power and
authority to own its properties and assets and to conduct its
business as it is now conducted. PIC has duly authorized 1,000,000
shares of common stock ($1.00 par value) with voting power, of which
166,020 shares are validly issued, fully paid, nonassessable,
outstanding, entitled to vote, and, except as set forth on Schedule
1, owned of record and, to the knowledge of such counsel,
beneficially by the Stockholders. There are no other shares of
stock of any description authorized or outstanding of record, and,
in the corporate minute books of PIC made available to such counsel
there is no evidence of the existence of any options, warrants, or
rights to purchase of any kind affecting the stock of PIC which may
require PIC to issue additional stock, nor does such counsel have
actual knowledge of the existence of any such options, warrants or
rights.

(ii) Except as disclosed in the Agreement or any Exhibit or Schedule
annexed hereto, the execution and delivery by PIC and the
Stockholders of the Agreement and the Related Agreements to which
they are parties and the consummation by the Stockholders and PIC of
the transactions contemplated therein do not conflict with and do
not violate any provision of the State of California or federal law
or of the Articles of Incorporation or By-laws of PIC or result in a
violation or default in any provision of any regulation, order,
writ, injunction or decree known to such counsel of any court or
governmental agency or authority, or, to the best of such counsel's
knowledge after due inquiry (and assuming all consents contemplated
by Section 7 have been received), any provision of any agreement
listed on the Schedules attached hereto, to which PIC or any of the
Stockholders is a party or by which PIC or any of the Stockholders
is bound or to which PIC or any of the Stockholders or any of their
shares of PIC Stock is subject, or to the best of such counsel's
knowledge after due inquiry, result in the creation or imposition of
any lien, charge, encumbrance or security interest upon any of the
properties owned by PIC.

(iii) The Stockholders have duly executed and delivered the Agreement and
the Related Agreements to which they are parties. The Agreement and
such Related Agreements are the valid and binding obligations of the
Stockholders, enforceable in accordance with their respective terms,
subject to the Remedies Exception.

<PAGE>

(iv) To such counsel's knowledge, there is no claim, litigation,
proceeding or governmental investigation pending or threatened
against PIC or any of its directors, officers, employees or
Stockholders affecting the transaction contemplated by the Agreement
or affecting the property or assets of PIC.

(v) No authorization, approval, order, license, permit, franchise or
consent of or registration, declaration or filing with any
California or United States governmental authority is required in
connection with the execution, delivery or performance of the
Agreement which has not been obtained, other than a withdrawal of
PIC's Form ADV and corresponding state forms, if such have not been
filed with the Securities and Exchange Commission and the
appropriate states prior to the Closing.

(vi) The execution, delivery and performance by PIC of this Agreement has
been duly authorized and approved by all requisite action of PIC's
Board of Directors and Stockholders. This Agreement has been duly
executed and delivered by PIC and constitutes the legal, valid and
binding obligations of PIC, enforceable in accordance with its
terms, subject to the Remedies Exception.

(vii) To counsel's knowledge, PIC is duly registered as an investment
adviser under the Investment Advisers Act of 1940, registered as an
investment adviser in the states referenced in item 7, Part I of its
current Form ADV, and in material compliance with all state laws
requiring registration, licensing or qualification as an investment
adviser; and each such federal and state registration is in full
force and effect, in each case such that no materially adverse
change in the financial condition or business of PIC would result.
PIC is not an "investment company" (within the meaning of the
Investment Company Act of 1940), which is required to be registered
under that Act in order to engage in the transactions described in
Section 7 of that Act, is not a "broker" or "dealer" within the
meaning of the Securities Exchange Act of 1934, and does not act as
an investment adviser or subadviser to any "investment company" (as
defined in the Investment Company Act of 1940), which is registered
under such Act other than the Funds. To counsel's knowledge after
due inquiry, there is not pending or under way any inspection of PIC
or its records by the Securities and Exchange Commission or any
state regulatory authority, and counsel does not have knowledge of
any inspection reports or similar documents furnished to PIC by the
Securities and Exchange Commission or state regulatory authorities
since January 1, 1989, that have not been listed on Schedule 3.25.

(viii) To the best of such counsel's knowledge after due inquiry, (x) PIC
has timely filed an election to be treated as an S Corproation
governed by the provisions

<PAGE>

of Subchapter S of the Code for the taxable year beginning January
1, 1989, and ending December 31, 1989, and (y) since such filing all
of the following have remained true through the Closing:

(I) PIC has not had more than 35 shareholders;

(II) PIC has not had as a shareholder any non-resident alien;

(III) PIC has not had as a shareholder a person (other than a
trust described in Section 1361(c)(2) of the Code) who is not an
individual; and

(IV) PIC's Articles and By-laws, as amended, and its other
governing provisions known to such counsel, do not provide for or
purport to create more than one class of stock.

In rendering the foregoing opinions, such counsel may assume that the relevant
substantive and procedural law of the State of Massachusetts is identical to the
law of the State of California, and further, such counsel need express no
opinion with respect to (i) any indemnification obligation to the extent it may
be contrary to public policy, (ii) any non-competition or confidentiality
obligation, or (iii) any choice of law or jurisdiction provision. Proskauer
Rose Goetz & Mendelsohn shall not be required to opine as to matters relating to
the federal or state regulation of investment advisors or investment companies,
including but not limited to the Investment Advisers Act of 1940, as amended, or
the Investment Company Act of 1940, as amended.
9.8 PIC'S AND THE STOCKHOLDERS' PERFORMANCE. Each of the obligations of
PIC and/or the Stockholders to be performed on or before the Closing Date
pursuant to the terms of this Agreement shall have been duly performed on or
before the Closing Date.

9.9 PAYMENTS MADE. All payments required by paragraph (i) of Article
VIII of this Agreement shall have been made or adequately funded and UAM shall
have received a certificate to that effect, dated as of the Closing Date and
signed by PIC and the Stockholders, in the form of Exhibit O hereto.

9.10 CONDUCT OF PIC'S BUSINESS PRIOR TO THE CLOSING DATE. PIC's business
shall have been conducted in accordance with the provisions of Article VIII and
Schedule 8 hereto.

9.11 CERTIFICATE RELATING TO REAL PROPERTY INTERESTS. The Stockholders
shall have executed a certificate in the form of Exhibit P hereto relating to
foreign ownership of real estate interests in the United States.

<PAGE>

9.12 APPROVAL OF DOCUMENTATION. The form and substance of all opinions,
certificates, and other documents shall be reasonably satisfactory in all
respects to UAM and its counsel.

9.13 EXAMINATION OF BOOKS AND RECORDS. For purposes of compliance with
and performance of this Agreement, UAM, acting through its own management and
personnel or through counsel, accountants, or other representatives designated
by it, shall have been afforded full and complete opportunity to examine and
investigate all aspects of PIC's business and affairs and assets and
liabilities, including without limitation, its minute books and stock transfer
records, financial books and records, the workpapers of PIC's independent public
accountants, the Investment Advisory Contracts, titles and leases to properties,
loan and other agreements, the condition of its facilities and equipment, and
the collectibility of accounts receivable. UAM shall also have been afforded
the opportunity to confer with PIC's advisory clients in the presence of a
representative of PIC (in such manner, at such times, and with such frequency,
as may be reasonably required by UAM).

9.14 ADVISERS ACT REGISTRATION. Registration of Newco as an investment
adviser and withdrawal of the registration of PIC as an investment adviser under
the Investment Advisers Act of 1940 and under applicable state investment
advisory statutes shall have been filed and become effective as contemplated by
Article VII, if so requested by UAM.

9.15 WORKING CAPITAL. At the Closing Date, PIC's cash, liquid marketable
securities, and accounts receivable which are collectible or realizable within a
normal billing cycle for PIC ("Working Capital") and which will be transferred
to Newco will be sufficient to fund: (1) accounts payable and accrued expenses,
including income, excise and business and occupation taxes and bonuses which
would be accrued in accordance with generally accepted accounting principles as
of the Closing Date and which are to be paid by Newco; (2) any deferred revenues
which will have been billed in advance by the Closing Date but not yet earned;
(3) normal compensation and other operating expenses, including all accrued
employee compensation and other accrued items; and (4) an amount equal to a pro
rata share of projected bonuses and other incentive compensation under the
Revenue Sharing Agreement, which would be incurred between the Closing Date and
the point in time that the next full cycle of fee billings are collected and all
accrued "Stock Pickers Bonuses", so that after the Closing, Newco is
sufficiently capitalized with liquid current assets to operate on a freestanding
basis without investment of cash in Newco by UAM for the reasonably foreseeable
future. Fees earned by Newco following the Closing will be realizable in cash
so that all future operating expenses of Newco can be met without investment of
cash in Newco by UAM and UAM's Share of Revenues can be paid to UAM promptly
after the collection of fees by Newco.

9.16 HEALTH. Each person listed on Schedule 3.28 shall be in good
physical health.

<PAGE>

9.17 LIFE INSURANCE. Life insurance policies on the lives of the
Stockholders listed in Schedule 9.17 shall have been obtained by UAM or Newco,
as UAM shall require, at UAM's sole expense.

9.18 FORM 8-K. PIC and the Stockholders shall have provided such
records, including without limitation the work papers of its bookkeepers and
accountants, as may be required by UAM in connection with UAM's obligation, if
any, to file a report of its acquisition of the business and assets of PIC
hereunder with the Securities and Exchange Commission on Form 8-K and, in the
sole judgment of UAM, UAM shall be in a position timely to file such report.

9.19 HART-SCOTT-RODINO FILING. The provisions of the "Hart-Scott-Rodino
Act" shall have been complied with to the satisfaction of UAM or, in UAM's
judgment, an exemption from the requirements of such section shall be available
for the transactions contemplated by this Agreement.

9.20 EXCHANGE LISTING. The New York Stock Exchange shall have notified
UAM that the Exchange has approved UAM's application to list upon official
notice of issuance the shares of UAM Common Stock issuable in connection with
this Agreement.

Article X. CONDITIONS PRECEDENT TO PIC'S AND THE STOCKHOLDERS' OBLIGATIONS.

All obligations of PIC and the Stockholders under this Agreement are
subject to the fulfillment and satisfaction, prior to or on the Closing Date, of
each of the following conditions, any one or more of which may be waived by PIC
and the Stockholders:

10.1 OPINION OF UAM'S AND NEWCO'S COUNSEL. UAM shall have furnished to
the Stockholders an opinion dated as of the Closing Date of Hill & Barlow, of
Boston, Massachusetts, counsel to UAM and Newco, that:

(i) UAM is a corporation validly existing and in good standing under the
laws of the State of Delaware. UAM has duly authorized 50,000,000
shares of Common Stock, $.01 par value, of which 28,283,082 shares
were validly issued and outstanding and 11,808,146 shares were
reserved for issuance on exercise of outstanding warrants or options
or upon conversion of outstanding convertible notes, or otherwise,
as of November 1, 1994. UAM also has authorized 5,000,000 shares of
Preferred Stock, $1.00 par value, none of which is outstanding.
Newco is a corporation validly existing and in good standing under
the laws of the Commonwealth of Massachusetts. Newco has authorized
100 shares of Common Stock, no par value, of which 100 shares are
validly issued, fully paid and nonassessable and are owned of record
by United Asset Management Holdings, Inc.

<PAGE>

(ii) This Agreement and the Related Agreements to which UAM and Newco are
parties have been duly authorized, executed and delivered by UAM and
Newco and constitute the valid and binding obligations of UAM and
Newco, enforceable in accordance with their respective terms,
subject to the Remedies Exception.

(iii) The execution and delivery by UAM and Newco of this Agreement and
the Related Agreements to which they are parties and the
consummation of the transactions contemplated hereby and thereby do
not conflict with or violate any provision of law or of the
respective Certificate or Articles of Incorporation or By-laws of
UAM or Newco 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 any provision of any agreement
known to such counsel after due inquiry, to which UAM or Newco is a
party or by which UAM or Newco is bound or to which UAM or Newco is
subject, or result in the creation or imposition of any lien,
charge, encumbrance or security interest upon any of the properties
owned by UAM or Newco pursuant to the terms of any such agreement
(other than a security interest of UAM's lending banks in the stock
of Newco).

(iv) UAM has reserved by all necessary corporate action the required
number of shares of its Common Stock for issuance upon exercise of
the Warrant and the Contingent Warrant. The Common Stock issuable
upon exercise of the Warrant and the Contingent Warrant has been
duly authorized by all necessary corporate action and when issued in
accordance with the Warrant Agreement and delivered by UAM, will be
validly issued and outstanding, fully paid and non-assessable.

(v) The issuance of shares of UAM Common Stock pursuant to the terms
hereof have been duly authorized by all necessary corporate action
and, when issued as contemplated by this Agreement, will be validly
issued, fully paid and nonassessable.

(vi) The registration of Newco as an investment adviser under the
Investment Advisers Act of 1940 has been filed and become effective
as contemplated by Article VII.

10.2 REPRESENTATIONS AND WARRANTIES TRUE AT THE CLOSING DATE. Except as
expressly contemplated by this Agreement, the representations and warranties of
UAM and Newco contained in this Agreement shall be true in all material respects
at and as of the Closing Date as though newly made at and as of that time. UAM
and Newco shall have delivered to PIC and the Stockholders a certificate in the
form of Exhibit Q hereto, dated as of the Closing

<PAGE>

Date and signed by a duly authorized officer of UAM and Newco, certifying as to
the truth and accuracy of the representations and warranties and the performance
of all of the obligations required to be performed by UAM and Newco, or either
of them, under this Agreement.

10.3 PERFORMANCE OF UAM AND NEWCO. Each of the obligations of UAM or
Newco to be performed on or before the Closing Date pursuant to the terms of
this Agreement shall have been duly performed in all material respects at the
Closing Date.

10.4 AUTHORITY OF UAM AND NEWCO. All corporate action required to be
taken by or on the part of UAM or Newco to authorize the execution, delivery and
performance of this Agreement by UAM and Newco and the consummation of the
transactions contemplated hereunder shall have been duly and validly taken.

10.5 APPROVAL OF DOCUMENTATION. The form and substance of all opinions,
certificates and other documents hereunder shall be reasonably satisfactory in
all respects to PIC and the Stockholders and their counsel.

10.6 REVENUE SHARING AGREEMENT. UAM and Newco shall have executed and
delivered to the Stockholders the Revenue Sharing Agreement attached hereto as
Exhibit F.

10.7 ADJUSTMENT PERCENTAGE. The Adjustment Percentage, as defined in
Section 1.3 above, shall be 70% or greater.

10.8 EMPLOYMENT AGREEMENTS. Newco shall have executed and delivered to
the Stockholders the Employment Agreements attached hereto as Exhibits E-1, E-2,
E-3 and E-4. There shall be no material breach by Newco of any of the
Employment Agreements at the Closing Date.

10.9 ADVISERS ACT REGISTRATION. Registration of Newco as an investment
adviser and withdrawal of the registration of PIC as an investment adviser under
the Investment Advisers Act of 1940 and under applicable state investment
advisory statutes shall have been filed and become effective as contemplated by
Article VII, if so requested by UAM.

10.10 ASSUMPTION AGREEMENT. UAM and Newco shall have executed and
delivered to PIC and the Stockholders an Assumption Agreement in a form
reasonably satisfactory to PIC's counsel.

10.11 NYSE LISTING. UAM shall have delivered to PIC and the Stockholders
a copy of an approval by the New York Stock Exchange of a listing application
covering the UAM Stock and the Contingent Stock.

<PAGE>

10.12 INCENTIVE STOCK OPTIONS. The Compensation Committee of UAM's Board
of Directors shall have approved the issuance (upon the Closing) of incentive
stock options (within the meaning of Section 422(b) of the Code) under UAM's
1994 Stock Option Plan with respect to an aggregate of 150,000 shares of UAM's
Common Stock (but subject to the limitation imposed on incentive stock options
under Section 422(d) of the Code) to be awarded to employees of Newco as soon as
practicable following the Closing Date with an exercise price equal to the
market value of UAM's Common Stock on the date of grant.

Article XI. POST-CLOSING COVENANTS.

11.1 NON-COMPETITION. (a) Robert M. Kommerstad covenants that during
the longer of five years following the date hereof or while he is employed by
Newco or UAM, each Stockholder listed on the Addendum to Exhibit E-2 covenants
that during the longer of ten years following the date hereof or while such
Stockholder is employed by Newco or UAM, Thomas J. Condon covenants that during
the longer of seven years following the date hereof or while he is employed by
Newco or UAM, and each Stockholder listed on the Addendum to Exhibit E-4
covenants that during the longer of seven years following the date hereof or
while such Stockholder is employed by Newco or UAM, whether under a written
employment agreement or as an at will employee, such Stockholder shall not,
except in the course of such Stockholder's employment with Newco or UAM,
directly or indirectly:

(i) Provide or offer or attempt to provide, whether as an officer,
director, employee, partner, stockholder, consultant, adviser,
subsidiary, affiliate, independent contractor or otherwise,
investment advisory services to any person or entity;

(ii) Interfere with Newco's relations with any person or entity who at
any time during such period was a Client (which means Past, Present
and Potential Client); or

(iii) Induce or attempt to induce directly or indirectly any employee of
UAM or Newco to terminate his or her employment, or hire or attempt
to hire, directly or indirectly, any such person.

(b) Each Stockholder covenants that for a period of the longer
of five years following the Term of such Stockholder's Employment Agreement or
five years following the termination of such Stockholder's employment, if any,
with Newco or UAM such Stockholder shall not, directly or indirectly:

(i) Provide or offer or attempt to provide, whether as an officer,
director, employee, partner, independent contractor or otherwise,
investment advisory services to any person or entity who as of the
date of the termination or

<PAGE>

expiration of the Stockholder's employment with Newco or UAM was or
had been a Client (which means Past, Present, and Potential Client);

(ii) Interfere with Newco's relations with any person or entity who as of
the date of the termination or expiration of the Stockholder's
employment with Newco was a Client (which means Past, Present, and
Potential Client); or

(iii) Induce or attempt to induce directly or indirectly any employee of
Newco to terminate his or her employment, or hire or attempt to
hire, directly or indirectly, any such person.

(c) The term "Past Client" shall mean at any particular time any
person or entity who at any point prior to such time has been but at such time
is not an advisee, investment advisory customer, or client of PIC or Newco. The
term "Present Client" shall mean at any particular time any person or entity who
is at such time an advisee, an investment advisory customer, or client of PIC or
Newco. The term "Potential Client" shall mean at any particular time any person
or entity to whom PIC or Newco, through any of its officers or employees, has
within five years prior to such time offered (by means of a personal meeting,
telephone call, or a letter or a written proposal specifically directed to the
particular person or entity) to serve as investment advisor but who is not at
such time an advisee or investment advisory customer or client of Newco. The
preceding sentence is meant to exclude form letters and blanket mailings. The
term "Client" when used herein shall include all past, present and potential
clients as heretofore defined. The term "Client," when used in this Section
11.1 with respect to Wrap Accounts, shall mean the Wrap Sponsors and the brokers
employed by such Wrap Sponsors but not the underlying Wrap Account holders.

(d) Notwithstanding the provisions of Subsections 11.1(a)(i) and
11.1(b)(i), a Stockholder may render investment advisory services without
compensation to any Stockholder, any member of the immediate family of any of
the Stockholders and any trust or account which is comprised entirely of assets
held for the benefit of any Stockholder and/or members of such Stockholder's
immediate family.

(e) Each Stockholder agrees that the periods of time and the
unlimited geographic area applicable to the covenants of this Section 11 are
reasonable, in view of the payment of the Purchase Price hereunder, the
geographic scope and nature of the business in which PIC is engaged and Newco
will be engaged, the Stockholder's knowledge of PIC's and Newco's business, and
each Stockholder's relationship with PIC's and Newco's clients. However, if
such period or such area should be adjudged unreasonable in any judicial
proceeding, then the period of time shall be reduced by such number of months or
such area shall be reduced by elimination of such portion of such area, or both,
as are deemed unreasonable, so that this covenant may be enforced in such area
and during such period of time as are adjudged to be reasonable.

<PAGE>

11.2 CONFIDENTIALITY. Except in performance of services for Newco or as
permitted in Section 11.1(d), the Stockholders shall not, either during the
period of their employment with Newco or thereafter, use for his own benefit or
disclose to or use for the benefit of any person outside Newco, any information
not already lawfully available to the public or to any person outside Newco
(provided that such person is not bound by a confidentiality agreement or other
legal or fiduciary obligation of secrecy with respect to such information)
concerning any Intellectual Property (as defined below), including client lists,
whether such Stockholder has such information in his memory or embodied in
writing or other tangible form. All such Intellectual Property and such
information concerning Intellectual Property, and all originals and copies of
any Intellectual Property, and any other written material relating to the
business of Newco, shall be the sole property of Newco. Upon the termination of
any Stockholder's employment by Newco in any manner or for any reason, such
terminated Stockholder shall promptly surrender to Newco all originals and
copies of any Intellectual Property, and he shall not thereafter use any
Intellectual Property. For purposes hereof, the term Intellectual Property
shall mean all research, information, client lists, and all other investment
advisory, technical and research data made, conceived, developed and/or acquired
by a Stockholder solely or jointly with others during the period of employment
by PIC or Newco, which related to investment advice as it was or is now rendered
or as it may, from time to time, hereafter be rendered or proposed to be
rendered, but excluding such individual's ideas and thought processes which are
not embodied in written or machine readable form.

11.3 FURTHER ASSURANCES. From time to time after the Closing at the
request of UAM and without further consideration, the Stockholders and/or PIC
shall execute and deliver any further instruments and take such other action as
UAM may reasonably require to consummate the transactions contemplated hereby.
To the extent that the transactions contemplated hereby require the consent of
any person in order to avoid a breach of the terms of any lease, contract or
commitment to which PIC is a party or by which PIC is bound, or in order to vest
PIC's rights in Newco, and such consent is not obtained satisfactorily prior to
the Closing, the Stockholders shall use their best efforts to assure Newco of
the benefits of such leases, contracts, commitments and rights. Nothing in this
section shall be deemed a waiver by UAM or Newco of their rights under Article
IX of this Agreement.

11.4 AMENDMENT TO REGISTRATIONS AND FILING OF FORM 8-K. PIC and the
Stockholders shall cooperate with UAM and Newco to file Form 8-K with the
Securities and Exchange Commission relating to the transactions contemplated
hereby. UAM shall reimburse PIC and/or the Stockholders, as the case may be,
for 50% of the amount of any out-of-pocket fees and expenses paid by such
parties in order to comply with the requirements of the preceding sentence. PIC
and the Stockholders shall cooperate with UAM and Newco to file, if not filed
prior to the Closing Date, all registrations and amendments to registration or
withdrawals of registration under federal and state laws requiring registration
of investment advisers on behalf of Newco and/or PIC and documents relating to
the qualification of Newco to do business in states other than Delaware.

<PAGE>

11.5 COMPLIANCE WITH HART-SCOTT-RODINO ACT. PIC and each Stockholder
covenant that from and after the Closing each shall comply with any applicable
provisions of the Hart-Scott-Rodino Act in connection with the transactions
contemplated hereby.

11.6 ADDITIONAL COVENANTS. PIC, the Stockholders and Newco shall
maintain in good condition all presently existing files, books, records and
documents of PIC, and shall make the same available to each other or their
designees upon request, for the periods of time and in the locations required by
the Investment Advisers Act of 1940 and the regulations promulgated thereunder,
including without limitation regulation Section 275.204-2.

After the Closing, the parties shall cooperate to comply with Sections
15(f) and 16(b) of the Investment Company Act of 1940 as they apply to the Funds
listed on Schedule 1.3A as of the Closing and generally to comply with the
Investment Company Act of 1940 and the Investment Advisers Act of 1940 as they
apply to Newco, PIC, UAM and the clients of PIC.

11.7 USE OF NAME "PROVIDENT INVESTMENT COUNSEL" The parties hereto shall
cooperate to change PIC's name to a name not confusingly similar to "Provident
Investment Counsel " and to change Newco's name to "Provident Investment
Counsel, Inc." effective as of the Closing Date. PIC and the Stockholders
acknowledge and agree that UAM is acquiring the exclusive use of the name
"Provident Investment Counsel" for which the Stockholders will receive full and
adequate compensation, and that none of the Stockholders will use that name or
any similar name subsequent to the Closing except in connection with activities
performed for Newco.

11.8 OPTIONS. UAM shall recommend to the Compensation Committee of its
Board of Directors that options be issued under UAM's Incentive Stock Option
Plan with respect to an aggregate of 150,000 shares of UAM's Common Stock to be
awarded to employees of Newco as soon as practicable following the Closing Date
with an exercise price equal to the market value of UAM's Common Stock on the
date of grant.

11.9 STATUTORY COMPLIANCE. For a period of three years following the
Closing Date, Newco and PIC agree that they will each use their best efforts to
ensure that (i) at least 75% of the members of the Board of Directors of each
Fund which (either prior or subsequent to the Closing) has entered into a New
Fund Agreement will not be "interested persons" (as such term is defined in the
Investment Company Act of 1940) of UAM, Newco or PIC and (ii) nothing within
their reasonable control will cause the imposition of an "unfair burden" (as
such term is defined in Section 15(f) of the Investment Company Act of 1940) on
any of the Funds listed on the Original Schedule or the Revised Schedule.

11.10 EXTENSION BONUS PAYMENT. Under the terms of Schedule 2 to the
Employment Agreements attached hereto as Exhibits E-4 and E-5, Newco is
obligated to make bonus payments out of the Pool referred to therein. To the
extent that such Pool exceeds the

<PAGE>

Operating Income Cap (as defined therein), UAM shall contribute such excess in
cash to Newco as a capital contribution at such time as the relevant bonus
payments are due to such employees.

11.11 UAM CAPITAL CONTRIBUTION. Immediately following the Closing, UAM
shall contribute cash to Newco in the amount of $1,750,000 for the purpose of
funding the payments due on the Closing Date to the employees under the
Employment Agreements attached hereto as Exhibit E-5.

11.12 EMPLOYEES; EMPLOYEE BENEFITS.

(a) Newco shall offer employment to all employees of PIC
identified on Schedule 3.16 . To the extent permitted under applicable law,
Newco's offer of employment shall include employee benefits at least
substantially equivalent to those applicable to each such employee immediately
before the Closing Date based on those Benefit Plans described on Schedule 3.20
hereto; provided, however, that Newco shall have no obligation with respect to
retirement benefits other than to become a participating employer in the United
Asset Management Corporation Profit Sharing and 401(k) Plan (the "UAM 401(k)
Plan"). Effective as of the Closing Date, all such employees will become
employees of Newco ("Hired Employees").

(b) In any termination or layoff by Newco of any Hired Employee
after the Closing, Newco will comply fully, if applicable, with the Worker
Adjustment and Retraining Notification Act of 1988 ("WARN") and all other
applicable Federal, state and local laws, including those prohibiting
discrimination and requiring notice.

(c) On the Closing Date, PIC shall transfer and Newco shall
assume and will have responsibility for PIC's 401(k) Plan, and Newco will be
deemed a successor employer to PIC with respect to such plan. Assets held in
trust for such plan shall be transferred to any relevant plan adopted or
maintained by Newco.

(d) As of the Closing Date, and without any waiting period,
Newco will provide all Hired Employees (and their dependents) with medical
benefit coverage under plans maintained or established by Newco, to the extent
reasonably available on a basis comparable to the existing coverage and
consistent with Newco's obligations under this Section 11.12. As to any Hired
Employee (or a dependent thereof) who was covered by PIC's medical plans as of
the Closing, to the extent permitted under the coverage provided pursuant to the
preceding sentence, Newco will waive any pre-existing condition exclusions
contained in the applicable medical plans and consider any monies paid under
PIC's medical and dental plans by Hired Employees (or their dependents) prior to
the Closing Date toward any deductibles, co-pays or other maximums under Newco's
medical and dental plan for the first plan year after the Closing Date. Newco
will be responsible for satisfying its obligations under Section 601 et seq. of
ERISA and Section 4980B of the Internal Revenue Code of

<PAGE>

1986, as amended (the "Code"), to provide continuation coverage ("COBRA") to any
Hired Employee in accordance with law.

(e) As of the Closing Date, Newco will assume all obligations of
PIC to Hired Employees for any vacation entitlement and vacation pay
entitlement, regardless of whether such obligations have been accrued on the
books of the business. Newco shall provide vacation benefits (including,
without limitation, vacation entitlement and vacation pay entitlement) to Hired
Employees in accordance herewith.

(f) Newco will provide each Hired Employee with full credit for
such Hired Employee's service with PIC prior to the Closing for purposes of any
participation or eligibility requirement and for purposes of vesting under the
UAM 401(k) Plan,, and for purposes of any eligibility, participation, vesting or
similar requirement for retirees medical (including, without limitation,
dental), life insurance, medial, severance pay, incentive compensation and
vacation benefits, if any. Newco shall fully vest all participants in the PIC
401(k) plan no later than thirty (30) days after the Closing Date.

(g) Any liabilities, costs or expenses incurred by PIC or Newco
associated with the termination by Newco of any Hired Employees, shall be the
responsibility of Newco. Any liabilities, costs or expenses incurred by PIC or
Newco associated with the termination by PIC of any PIC employees shall be the
responsibility of PIC.

(h) Neither Newco nor PIC intend this Section 11.12 to create
any rights or interest, except as between Newco and PIC, and no present or
future employees of either party (or any dependents of such employees) will be
treated as third party beneficiaries in or under this Agreement.

(i) All costs and expenses incurred by Newco in complying with
the terms of this Section 11.12 shall be paid out of Newco's Share of Revenues
under the Revenue Sharing Agreement.

Article XII. GENERAL.

12.1 ENTIRE AGREEMENT. All Exhibits and Schedules hereto shall be deemed
to be incorporated into and made part of this Agreement. This Agreement,
together with the Exhibits and Schedules hereto, contains the entire agreement
among the parties and there are no agreements, representations, or warranties by
any of the parties hereto which are not set forth herein. This Agreement may
not be amended or revised except by a writing signed by all parties hereto.

12.2 EQUITABLE RELIEF; BINDING EFFECT. The Stockholders recognize and
agree that Newco's and UAM's remedy at law for any breach of the provisions of
Sections 11.1 and 11.2 hereof would be inadequate and that for breach of such
provisions Newco and UAM

<PAGE>

shall, in addition to such other remedies as may be available to them at law or
in equity or as provided in this Agreement, be entitled to injunctive relief by
an action for specific performance to the extent permitted by law. This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns; provided, however, this Agreement
and all rights hereunder may not be assigned by PIC or the Stockholders except
by prior written consent of UAM or assigned by UAM or Newco except by prior
written consent of PIC and the Stockholders.

12.3 SEPARATE COUNTERPARTS. This Agreement may be executed in several
identical counterparts, all of which when taken together shall constitute but
one instrument, and it shall not be necessary in any court of law to introduce
more than one fully executed counterpart in proving this Agreement.

12.4 CONSISTENT ACCOUNTING. The parties to this Agreement shall consult
with each other for the purpose of arriving at consistent accounting, tax and
reporting treatment, whether public or private, of the transaction contemplated
hereby.

12.5 TRANSACTION COSTS. Except as may be otherwise expressly set forth
herein, each party to this Agreement shall be responsible for his, her or its
own legal, accounting and other expenses, if any, attendant to the negotiation
and drafting of this Agreement and to the transactions contemplated by this
Agreement. Without limiting the foregoing, UAM shall be responsible for Newco's
organizational and qualification costs incurred prior to the Closing.

12.6 NOTICES. All notices hereunder shall be in writing and shall be
delivered or mailed by registered or certified mail, postage and fees prepaid,
to the party to be notified at the party's address shown below. Notices which
are hand delivered shall be effective on delivery. Notices which are mailed
shall be effective on the third day after mailing.

(i) If to UAM or Newco:

United Asset Management Corporation
One International Place
Boston, Massachusetts 02110
Attn.: Norton H. Reamer

with a copy to:

John C. Vincent, Jr., Esq.
Hill & Barlow
One International Place
Boston, Massachusetts 02110

(ii) If to PIC or to all of the Stockholders:

<PAGE>

Provident Investment Counsel, Inc.
300 North Lake Avenue
Pasadena, California 91101
Attn: Robert M. Kommerstad

with a copy to:

Mitchell M. Gaswirth, Esq.
Proskauer Rose Goetz & Mendelsohn
Suite 2700
2121 Avenue of the Stars
Los Angeles, CA 90067

(iii) If to a particular Stockholder, at such Stockholder's address as
shown on Schedule I, hereto, with a copy to Mitchell Gaswirth as
stated above;

unless and until notice of another or different address shall be given as
provided herein.

12.7 SEVERABILITY. The provisions of this Agreement are severable and
the invalidity of any provision shall not affect the validity of any other
provision.

12.8 CAPTIONS. The captions herein have been inserted solely for
convenience of reference and in no way define, limit or describe the scope or
substance of any provision of this Agreement.

12.9 DUE INQUIRY. The term "due inquiry" as used throughout this
agreement shall be deemed to mean, in the case of such inquiry by PIC's or the
Stockholder's counsel, inquiry of appropriate officers and/or employees of PIC
and the Stockholders only, and in the case of such inquiry by UAM's, or Newco's
counsel, inquiry of appropriate officers and/or employees of UAM only.

12.10 GENDER. All pronouns used herein shall include the masculine,
feminine and neuter gender, as the context requires.

12.11 GOVERNING LAW. The execution, interpretation, and performance of
this Agreement shall be governed by the laws of The Commonwealth of
Massachusetts which apply to contracts executed and performed solely in
Massachusetts. The parties hereto hereby consent to the jurisdiction of any
state or federal court located within Suffolk County, Massachusetts, waive
personal service of process, and assent that service of process may be made by
registered mail to the parties' respective addresses as provided in
Section 12.6,

<PAGE>

above, and shall be effective in the same manner as notices are effective under
such Section 12.6.

12.12 NO THIRD-PARTY BENEFICIARIES. The parties hereto have entered into
this Agreement for their own benefit and do not intend to benefit any other
person or entity thereby.

<PAGE>

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
a document under seal as of the date first above written.

UNITED ASSET MANAGEMENT
CORPORATION

By: /S/ NORTON H. REAMER, PRESIDENT
Norton H. Reamer, President

PIC NEWCO, INC.

By: /S/ FRANKLIN H. KETTLE, PRESIDENT
Franklin H. Kettle, President

PROVIDENT INVESTMENT COUNSEL

By: /S/ ROBERT M. KOMMERSTAD
Robert M. Kommerstad
Chairman/President

<PAGE>

STOCKHOLDERS:

/S/ ROBERT M. KOMMERSTAD
Robert M. Kommerstad

/S/ JEFFREY J. MILLER
Jeffrey J. Miller

/S/ THOMAS J. CONDON
Thomas J. Condon

/S/ GEORGE E. HANDTMANN, III
George E. Handtmann, III

/S/ LARRY D. TASHJIAN
Larry D. Tashjian

/S/ LAURO F. GUERRA
Lauro F. Guerra

/S/ F. BROWN WINDLE
F. Brown Windle

/S/ THOMAS M. MITCHELL
Thomas M. Mitchell

<PAGE>

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
a document under seal as of the date first above written.

UNITED ASSET MANAGEMENT
CORPORATION

By: ____________________________
Norton H. Reamer, President

PIC NEWCO, INC.

By: _____________________________
Franklin H. Kettle, President

PROVIDENT INVESTMENT COUNSEL

By: ______________________________
Robert M. Kommerstad
Chairman/President

<PAGE>

STOCKHOLDERS:

_____________________________
Robert M. Kommerstad

_____________________________
Jeffrey J. Miller

_____________________________
Thomas J. Condon

_____________________________
George E. Handtmann, III

_____________________________
Larry D. Tashjian

_____________________________
Lauro F. Guerra

_____________________________
F. Brown Windle

_____________________________
Thomas M. Mitchell

<PAGE>

EXHIBIT 2.3

UNITED ASSET MANAGEMENT CORPORATION

AGREEMENT TO FURNISH COPIES OF OMITTED
SCHEDULES AND EXHIBITS TO ACQUISITION AGREEMENT

Pursuant to Item 601(b)(2) of Regulation S-K, United Asset Management
Corporation ("Registrant") is not filing as exhibits to its Current Report on
Form 8-K copies of the Exhibits and Schedules identified on pages vi and vii of
the Acquisition Agreement which is so filed as Exhibit 2.1 thereto and on pages
v and vi of the Acquisition Agreement which is so filed as Exhibit 2.2 thereto.

Registrant agrees to furnish to the Securities and Exchange Commission upon
request copies of such Exhibits and Schedules.

UNITED ASSET MANAGEMENT CORPORATION
(Registrant)

Dated: December 1, 1994 BY: /s/ William H. Park
----------------------------------
William H. Park
Executive Vice President
and Chief Financial Officer

<PAGE>

Exhibit 24

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Prospectuses
constituting part of the Registration Statements on Form S-3 (Nos. 33-36928,
33-44215, 33-46310 and 33-52517) and in the Registration Statements on Form S-8
(Nos. 33-10621, 33-21756, 33-34288, 33-48858 and 33-54233) of United Asset
Management Corporation of our report dated February 7, 1994 appearing on page 79
of the 1993 Annual Report to Shareholders of United Asset Management
Corporation, which is incorporated by reference in United Asset Management
Corporation's Annual Report on Form 10-K for the year ended December 31, 1993.
We also consent to the incorporation by reference of our report on the Financial
Statement Schedules, which appears on page F-1 of such Annual Report on
Form 10-K.

PRICE WATERHOUSE LLP
Boston, Massachusetts
November 30, 1994

<PAGE>

Exhibit 24

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in the following registration
statements of United Asset Management Corporation of our report dated May 20,
1994, on our audits of the combined balance sheet of the JMB Business Group as
of December 31, 1993 and 1992, and the related combined statements of income,
changes in combined equity, and cash flows for each of the years in the three-
year period ended December 31, 1993, which reports are included in this
Form 8-K:

1. Form S-8 (No. 33-10621) as filed on December 5, 1986.

2. Form S-8 (No. 33-21756) as filed on May 9, 1988.

3. Form S-8 (No. 33-34288) as filed on April 10, 1990.

4. Form S-8 (No. 33-48858) as filed on June 25, 1992.

5. Form S-8 (No. 33-54233) as filed on June 20, 1994.

6. Form S-3 (No. 33-36928) as filed on September 20, 1990.

7. Form S-3 (No. 33-44215) as filed on November 27, 1991.

8. Form S-3 (No. 33-46310) as filed on March 11, 1992.

9. Form S-3 (No. 33-52517) as filed on March 3, 1994.

ALTSCHULER, MELVOIN AND GLASSER LLP
Chicago, Illinois
November 30, 1994

<PAGE>

Exhibit 24

INDEPENDENT AUDITORS' CONSENT

The Board of Directors
United Asset Management Corporation

We consent to the incorporation by reference in the registration statements of
United Asset Management Corporation, No. 33-10621 on Form S-8, No. 33-21756 on
Form S-8, No. 33-34288 on Form S-8, No. 33-48858 on Form S-8, No. 33-54233 on
Form S-8, No. 33-36928 on Form S-3, No. 33-44215 on Form S-3, No. 33-46310 on
Form S-3, No. 33-52517 on Form S-3 of our audit report dated March 11, 1994
relating to the balance sheet of Provident Investment Counsel, Inc. (an S
Corporation) as of December 31, 1993 and the related statements of income, and
stockholders' equity and cash flows for the year then ended, which report is
included in this Form 8-K.

Horsfall, Murphy & Pindroh
Pasadena, California
November 30, 1994

<PAGE>

Exhibit 24

INDEPENDENT AUDITOR'S CONSENT

We hereby consent to the incorporation by reference in the following
registration statements of United Asset Management Corporation of our report
dated March 5, 1993, relating to the financial statements of Provident
Investment Counsel, an S corporation, as of December 31, 1991 and 1992, and
for the years then ended, which report is included in this Form 8-K:

1. Form S-8 (No. 33-10621) as filed on December 5, 1986

2. Form S-8 (No. 33-21756) as filed on May 9, 1988

3. Form S-8 (No. 33-34288) as filed on April 10, 1990

4. Form S-8 (No. 33-48858) as filed on June 25, 1992

5. Form S-8 (No. 33-54233) as filed on June 20, 1994

6. Form S-3 (No. 33-36928) as filed on September 20, 1990

7. Form S-3 (No. 33-44215) as filed on November 27, 1991

8. Form S-3 (No. 33-46310) as filed on March 11, 1992

9. Form S-3 (No. 33-52517) as filed on March 3, 1994

MAGINNIS, KNECHTEL & McINTYRE
Pasadena, California
November 30, 1994