UAM FUNDS TRUST, 497, 1996-01-23

UAM FUNDS TRUST
497, 1996-01-23

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UAM FUNDS
MJI PORTFOLIOS
INSTITUTIONAL CLASS SHARES

SUPPLEMENT DATED JANUARY 22, 1996
TO THE STATEMENT OF ADDITIONAL INFORMATION DATED
AUGUST 28, 1995 AS SUPPLEMENTED OCTOBER 31, 1995

The following information supplements the "Investment Adviser" section:

MJI INTERNATIONAL EQUITY PORTFOLIO

PHILOSOPHY/STYLE:
Key to Murray Johnstone's investment philosophy is a value orientation for
country, currency and stock selection. Murray Johnstone's management structure
centers around regional research teams which are specialized by geography. The
individuals within each team are responsible for conducting research within each
region as well as identifying particular stocks for possible inclusion within
portfolios. On-site, fundamental research is a primary component of the
evaluation process.

REPRESENTATIVE INSTITUTIONAL CLIENTS:
- Siemens
- Levitz
- Nebraska Public Power
- United Methodist
- Franciscan Sisters

It is not known whether the listed clients approve or disapprove of the Adviser
or the advisory services provided. The Adviser used objective criteria in
compiling the client list, such as account size, geographic location and client
classification. The Adviser did not use any performance based criteria.

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PART B

THE REGIS FUND II

MJI GLOBAL BOND PORTFOLIO
MJI INTERNATIONAL EQUITY PORTFOLIO

INSTITUTIONAL CLASS SHARES

STATEMENT OF ADDITIONAL INFORMATION

AUGUST 28, 1995

This Statement is not a Prospectus but should be read in conjunction with
The Regis Fund II's Prospectuses for the MJI Global Bond Portfolio Institutional
Class Shares dated August 28, 1995 and the MJI International Equity Portfolio
Institutional Class Shares dated August 28, 1995 (the "MJI Portfolios" or
singularly a "Portfolio"). To obtain the Prospectuses, please call The Regis
Service Center:

1-800-638-7983

TABLE OF CONTENTS

PAGE

Investment Objectives and Policies. . . . . . . . . . . . . . . . . 2
Purchase of Shares. . . . . . . . . . . . . . . . . . . . . . . . . 8
Redemption of Shares. . . . . . . . . . . . . . . . . . . . . . . . 8
Shareholder Services. . . . . . . . . . . . . . . . . . . . . . . . 9
Investment Limitations. . . . . . . . . . . . . . . . . . . . . . . 10
Management of the Fund. . . . . . . . . . . . . . . . . . . . . . . 11
Investment Adviser. . . . . . . . . . . . . . . . . . . . . . . . . 13
Administrative Services . . . . . . . . . . . . . . . . . . . . . . 13
Portfolio Transactions. . . . . . . . . . . . . . . . . . . . . . . 13
Performance Calculations. . . . . . . . . . . . . . . . . . . . . . 14
General Information . . . . . . . . . . . . . . . . . . . . . . . . 16
Federal Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Financial Statements. . . . . . . . . . . . . . . . . . . . . . . . 18
Appendix - Description of Securities and Ratings. . . . . . . . . . A-1

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INVESTMENT OBJECTIVES AND POLICIES

The following policies supplement the investment objectives and policies of
the MJI Portfolios as set forth in the Prospectuses for the MJI Portfolios:

SECURITIES LENDING
Each Portfolio may lend its investment securities to qualified
institutional investors who need to borrow securities in order to complete
certain transactions, such as covering short sales, avoiding failures to
deliver securities or completing arbitrage operations. By lending its
investment securities, a Portfolio attempts to increase its income through
the receipt of interest on the loan. Any gain or loss in the market price of
the securities loaned that might occur during the term of the loan would be
for the account of the Portfolio. Each Portfolio may lend its investment
securities to qualified brokers, dealers, domestic and foreign banks or other
financial institutions, so long as the terms, the structure and the aggregate
amount of such loans are not inconsistent with the Investment Company Act of
1940, as amended, (the "1940 Act") or the Rules and Regulations or
interpretations of the Securities and Exchange Commission (the "Commission")
thereunder, which currently require that (a) the borrower pledge and maintain
with the Portfolio collateral consisting of cash, an irrevocable letter of
credit issued by a domestic U.S. bank or securities issued or guaranteed by
the United States Government having a value at all times not less than 100%
of the value of the securities loaned, (b) the borrower add to such
collateral whenever the price of the securities loaned rises (i.e., the
borrower "marks to the market" on a daily basis), (c) the loan be made
subject to termination by the Portfolio at any time, and (d) the Portfolio
receives reasonable interest on the loan (which may include the Portfolio
investing any cash collateral in interest bearing short-term investments).
All relevant facts and circumstances, including the creditworthiness of the
broker, dealer or institution, will be considered in making decisions with
respect to the lending of securities, subject to review by the Board of
Trustees.

At the present time, the Staff of the Commission does not object if an
investment company pays reasonable negotiated fees in connection with loaned
securities so long as such fees are set forth in a written contract and
approved by the investment company's Board of Trustees. The Portfolio will
continue to retain any voting rights with respect to the loaned securities.
If a material event occurs affecting an investment on a loan, the loan must
be called and the securities voted.

HEDGING STRATEGIES
Each Portfolio may engage in various portfolio strategies to hedge
against adverse movements in the equity, debt and currency markets. Each
Portfolio may buy or sell futures contracts, write (i.e., sell) covered call
options on its portfolio securities, purchase put and call options on
securities and engage in transactions in stock index options and stock index
futures, and related options on such futures. Each Portfolio may also enter
into forward foreign currency exchange contracts to hedge against its foreign
currency movements. These portfolio strategies are commonly referred to as
derivative investments. Each of these portfolio strategies is described
below. Although certain risks are involved in options and futures
transactions, the Adviser believes that, because the Portfolios will engage
in options and futures transactions only for hedging purposes, the options
and futures portfolio strategies of a Portfolio will not subject it to the
risks frequently associated with the speculative use of options and futures
transactions. While each Portfolio's use of hedging strategies is intended
to reduce the volatility of the net asset value of the Portfolio shares, the
Portfolios' net asset value will fluctuate. There can be no assurance that a
Portfolio's hedging transactions will be effective. Also, a Portfolio may
not necessarily be engaging in hedging activities when movements in any
particular equity, debt or currency market occur.

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS
The U.S. dollar value of the assets of the Portfolios may be affected
favorably or unfavorably by changes in foreign currency exchange rates and
exchange control regulations, and the Portfolios may incur costs in
connection with conversions between various currencies. The Portfolios will
conduct their foreign currency exchange transactions either on a spot (i.e.,
cash) basis at the spot rate prevailing in the foreign currency exchange
market, or through entering into forward contracts to purchase or sell
foreign currencies. A forward foreign currency exchange contract involves an
obligation to purchase or sell a specific currency at a future date, which
may be any fixed number of days from the date of the contract agreed upon by
the parties, at a price set at the time of the contract. These contracts are
traded in the interbank market and are conducted directly between currency
traders (usually large commercial banks) and their customers. A forward
contract generally has no deposit requirement, and no commissions are charged
at any stage for such trades.

The Portfolios may enter into forward foreign currency exchange
contracts in several circumstances. When a Portfolio enters into a contract
for the purchase or sale of a security denominated in a foreign currency, or
when a Portfolio anticipates the receipt in a foreign currency of dividends
or interest payments on a security which it holds, the Portfolio may

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desire to "lock-in" the U.S. dollar price of the security or the U.S. dollar
equivalent of such dividend or interest payment, as the case may be. By
entering into a forward contract for a fixed amount of dollars, for the
purchase or sale of the amount of foreign currency involved in the underlying
transactions, the Portfolio will be able to protect itself against a possible
loss resulting from an adverse change in the relationship between the U.S.
dollar and the subject foreign currency during the period between the date on
which the security is purchased or sold, or on which the dividend or interest
payment is declared, and the date on which such payments are made or
received.

Additionally, when either of the Portfolios anticipates that the
currency of a particular foreign country may suffer a substantial decline
against the U.S. dollar, it may enter into a forward contract for a fixed
amount of dollars to sell the amount of foreign currency approximating the
value of some or all of such Portfolio's securities denominated in such
foreign currency. The precise matching of the forward contract amounts and
the value of the securities involved will not generally be possible since the
future value of securities in foreign currencies will change as a consequence
of market movements in the value of these securities between the date on
which the forward contract is entered into and the date it matures. The
projection of short-term currency market movement is extremely difficult, and
the successful execution of a short-term hedging strategy is highly
uncertain. Neither Portfolio intends to enter into such forward contracts to
protect the value of portfolio securities on a regular or continuous basis.
The Portfolios will not enter into such forward contracts or maintain a net
exposure to such contracts where the consummation of the contracts would
obligate such Portfolio to deliver an amount of foreign currency in excess of
the value of such Portfolio's securities or other assets denominated in that
currency.

Under normal circumstances, consideration of the prospect for currency
parities will be incorporated into the long-term investment decisions made
with regard to overall diversification strategies. However, the management
of the Fund believes that it is important to have the flexibility to enter
into such forward contracts when it determines that the best interests of the
performance of each Portfolio will thereby be served. The Fund's Custodian
will place cash, U.S. government securities, or high-grade debt securities
into a segregated account in an amount equal to the value of such Portfolio's
total assets committed to the consummation of forward foreign currency
exchange contracts. If the value of the securities placed in the segregated
account declines, additional cash or securities will be placed in the account
on a daily basis so that the value of the account will be equal to the amount
of such Portfolio's commitments with respect to such contracts.

The Portfolios generally will not enter into a forward contract with a
term of greater than one year. At the maturity of a forward contract, a
Portfolio may either sell the portfolio security and make delivery of the
foreign currency, or it may retain the security and terminate its contractual
obligation to deliver the foreign currency by purchasing an "offsetting"
contract with the same currency trader obligating it to purchase, on the same
maturity date, the same amount of the foreign currency.

It is impossible to forecast with absolute precision the market value of
a particular portfolio security at the expiration of the contract.
Accordingly, it may be necessary for a Portfolio to purchase additional
foreign currency on the spot market (and bear the expense of such purchase)
if the market value of the security is less than the amount of foreign
currency that such Portfolio is obligated to deliver and if a decision is
made to sell the security and make delivery of the foreign currency.

If a Portfolio retains the portfolio security and engages in an
offsetting transaction, such Portfolio will incur a gain or loss (as
described below) to the extent that there has been movement in forward
contract prices. Should forward prices decline during the period between a
Portfolio entering into a forward contract for the sale of a foreign currency
and the date it enters into an offsetting contract for the purchase of the
foreign currency, such Portfolio will realize a gain to the extent that the
price of the currency it has agreed to sell exceeds the price of the currency
it has agreed to purchase. Should forward prices increase, such Portfolio
would suffer a loss to the extent that the price of the currency it has
agreed to purchase exceeds the price of the currency it has agreed to sell.

Each of the Portfolios' dealings in forward foreign currency exchange
contracts will be limited to the transactions described above. Of course,
the Portfolios are not required to enter into such transactions with regard
to their foreign currency-denominated securities. It also should be realized
that this method of protecting the value of portfolio securities against a
decline in the value of a currency does not eliminate fluctuations in the
underlying prices of the securities. It simply establishes a rate of
exchange which one can achieve at some future point in time. Additionally,
although such contracts tend to minimize the risk of loss due to a decline in
the value of the hedged currency, at the same time, they tend to limit any
potential gain which might result should the value of such currency increase.

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FUTURES CONTRACTS
Each Portfolio may enter into futures contracts for the purposes of
hedging, remaining fully invested and reducing transactions costs. Futures
contracts provide for the future sale by one party and purchase by another
party of a specified amount of a specific security at a specified future time
and at a specified price. Futures contracts which are standardized as to
maturity date and underlying financial instrument are traded on national
futures exchanges. Futures exchanges and trading are regulated under the
Commodity Exchange Act by the Commodity Futures Trading Commission ("CFTC"),
a U.S. Government agency.

Although futures contracts by their terms call for actual delivery or
acceptance of the underlying securities, in most cases the contracts are
closed out before the settlement date without the making or taking of
delivery. Closing out an open futures position is done by taking an opposite
position ("buying" a contract which has previously been "sold" or "selling" a
contract previously "purchased") in an identical contract to terminate the
position. Brokerage commissions are incurred when a futures contract is
bought or sold.

Futures traders are required to make a good faith margin deposit in cash
or acceptable securities with a broker or custodian to initiate and maintain
open positions in futures contracts. A margin deposit is intended to assure
completion of the contract (delivery or acceptance of the underlying
security) if it is not terminated prior to the specified delivery date.
Minimal initial margin requirements are established by the futures exchange
and may be changed. Brokers may establish deposit requirements which are
higher than the exchange minimums. Futures contracts are customarily
purchased and sold on margin that may range upward from less than 5% of the
value of the contract being traded. After a futures contract position is
opened, the value of the contract is marked to market daily. If the futures
contract price changes to the extent that the margin on deposit does not
satisfy margin requirements, payment of additional "variation" margin will be
required. Conversely, change in the contract value may reduce the required
margin, resulting in a repayment of excess margin to the contract holder.
Variation margin payments are made to and from the futures broker for as long
as the contract remains open. The Portfolios expect to earn interest income
on its margin deposits.

Traders in futures contracts may be broadly classified as either
"hedgers" or "speculators". Hedgers use the futures markets primarily to
offset unfavorable changes in the value of securities otherwise held for
investment purposes or expected to be acquired by them. Speculators are less
inclined to own the securities underlying the futures contracts which they
trade and use futures contracts with the expectation of realizing profits
from a fluctuation in interest rates. The Portfolios intend to use futures
contracts only for hedging purposes.

Regulations of the CFTC applicable to the Fund require that all of its
futures transactions constitute bona fide straddles or that the Fund's
commodity futures and option positions be for other purposes, to the extent
that the aggregate initial margins and premiums required to establish such
non-hedging positions do not exceed five percent of the liquidation value of
a Portfolio. A Portfolio will only sell futures contracts to protect
securities it owns against price declines or purchase contracts to protect
against an increase in the price of securities it intends to purchase. As
evidence of this hedging interest, the Portfolios expect that approximately
75% of its futures contracts purchases will be "completed", that is,
equivalent amounts of related securities will have been purchased or will be
purchased by the Portfolio on the settlement date of the futures contracts.

Although techniques other than the sale and purchase of futures
contracts could be used to control the Portfolio's exposure to market
fluctuations, the use of futures contracts may be a more effective means of
hedging this exposure. While the Portfolio will incur commission expenses in
both opening and closing out futures positions, these costs are lower than
transaction costs incurred in the purchase and sale of the underlying
securities.

RESTRICTIONS ON THE USE OF FUTURES CONTRACTS
A Portfolio will not enter into futures contract transactions to the
extent that, immediately thereafter, the sum of its initial margin deposits
on open contracts exceeds 5% of the market value of its total assets. In
addition, a Portfolio will not enter into futures contracts to the extent
that its outstanding obligations to purchase securities under these contracts
would exceed 20% of its total assets.

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RISK FACTORS IN FUTURES TRANSACTIONS
A Portfolio will minimize the risk that it will be unable to close out a
futures position by only entering into futures which are traded on national
futures exchanges and for which there appears to be a liquid secondary
market. However, there can be no assurance that a liquid secondary market
will exist for any particular futures contract at any specific time. Thus,
it may not be possible to close a futures position. In the event of adverse
price movements, a Portfolio would continue to be required to make daily cash
payments to maintain its required margin. In such situations, if the
Portfolio has insufficient cash, it may have to sell securities to meet daily
margin requirements at a time when it may be disadvantageous to do so. In
addition, a Portfolio may be required to make delivery of the instruments
underlying futures contracts it holds. The inability to close futures
positions also could have an adverse impact on a Portfolio's ability to
effectively hedge.

The risk of loss in trading futures contracts in some strategies can be
substantial due both to the low margin deposits required and the extremely
high degree of leverage involved in futures pricing. As a result, a
relatively small price movement in a futures contract may result in immediate
and substantial loss (as well as gain) to the investor. For example, if at
the time of purchase, 10% of the value of the futures contract is deposited
as margin, a subsequent 10% decrease in the value of the futures contract
would result in a total loss of the margin deposit, before any deduction for
the transaction costs, if the account were then closed out. A 15% decrease
would result in a loss equal to 150% of the original margin deposit if the
contract were closed out. Thus, a purchase or sale of a futures contract may
result in excess of the amount invested in the contract. However, because
the futures strategies of the Portfolios are engaged in only for hedging
purposes, the Adviser does not believe that the Portfolios are subject to the
risks of loss frequently associated with futures transactions. A Portfolio
would presumably have sustained comparable losses if, instead of the futures
contract, it had invested in the underlying financial instrument and sold it
after the decline.

Utilization of futures transactions by the Portfolios does involve the
risk of imperfect or no correlation where the securities underlying the
futures contracts have different maturities than the portfolio securities
being hedged. It is also possible that the Portfolio could lose money on
futures contracts and also experience a decline in value of portfolio
securities. There is also the risk of loss by the Portfolio of margin
deposits in the event of bankruptcy of a broker with whom the Portfolio has
an open position in a futures contract or related option.

Most futures exchanges limit the amount of fluctuation permitted in
futures contract prices during a single trading day. The daily limit
establishes the maximum amount that the price of a futures contract may vary
either up or down from the previous day's settlement price at the end of a
trading session. Once the daily limit has been reached in a particular type
of contract, no trades may be made on that day at a price beyond that limit.
The daily limit governs only price movement during a particular trading day
and, therefore, does not limit potential losses because the limit may prevent
the liquidation of unfavorable positions. Futures contract prices have
occasionally moved to the daily limit for several consecutive trading days,
with little or no trading, thereby preventing prompt liquidation of futures
positions and subjecting some futures traders to substantial losses.

OPTIONS
The Portfolios may purchase and sell put and call options on securities
and futures contracts for hedging purposes. Investments in options involve
some of the same considerations that are involved in connection with
investments in futures contracts (e.g., the existence of a liquid secondary
market). In addition, the purchase of an option also entails the risk that
changes in the value of the underlying security or contract will not be fully
reflected in the value of the option purchased. Depending on the pricing of
the option compared to either the futures contract on which it is based or
the price of the securities being hedged, an option may or may not be less
risky than ownership of the futures contract or such securities. In general,
the market prices of options can be expected to be more volatile than the
market prices on the underlying futures contract or securities.

WRITING COVERED CALL OPTIONS
The principal reason for writing call options is to attempt to realize,
through the receipt of premiums, a greater return than would be realized on
securities alone. By writing covered call options, each Portfolio gives up
the opportunity, while the option is in effect, to profit from any price
increase in the underlying security above the option exercise price. In
addition, each Portfolio's ability to sell the underlying security will be
limited while the option is in effect unless the Portfolio effects a closing
purchase transaction. A closing purchase transaction cancels out the
Portfolio's position as the writer of an option by means of an offsetting
purchase of an identical option prior to the expiration of the option it has
written. Covered call options serve as a partial hedge against the price of
the underlying security declining. Each Portfolio writes only covered
options, which means that so long as a Portfolio is obligated as the writer
of the option it will, in a

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segregated account with its custodian, maintain cash, U.S. government
securities or other high grade liquid debt securities denominated in U.S.
dollars with a value equal to or greater than the exercise price of the
underlying securities.

PURCHASING OPTIONS
The amount of any appreciation in the value of the underlying security
subject to a put will be partially offset by the amount of the premium paid
for the put option and any related transaction costs. Prior to its
expiration, a put option may be sold in a closing sale transaction and profit
or loss from a sale will depend on whether the amount received is more or
less than the premium paid for the put option plus the related transaction
costs. A closing sale transaction cancels out a Portfolio's position as
purchaser of an option by means of an offsetting sale of an identical option
prior to the expiration of the option it has purchased. In certain
circumstances, a Portfolio may purchase call options on securities held in
its investment portfolio on which it has written call options or on
securities which it intends to purchase.

OPTIONS ON FOREIGN CURRENCIES
The Portfolios may purchase and write options on foreign currencies for
hedging purposes in a manner similar to that in which futures contracts on
foreign currencies, or forward contracts, will be utilized. For example, a
decline in the dollar value of a foreign currency in which portfolio
securities are denominated will reduce the dollar value of such securities,
even if their value in the foreign currency remains constant. In order to
protect against such diminutions in the value of portfolio securities, the
Portfolios may purchase put options on the foreign currency. If the value of
the currency does decline, the Portfolio will have the right to sell such
currency for a fixed amount in dollars and will thereby offset, in whole or
in part, the adverse effect on its portfolio which otherwise would have
resulted.

Conversely, where a rise in the dollar value of a currency in which
securities to be acquired are denominated is projected, thereby increasing
the cost of such securities, the Portfolios may purchase call options
thereon. The purchase of such options could offset, at least partially, the
effects of the adverse movements in exchange rates. As in the case of other
types of options, however, the benefit to the Portfolios deriving from
purchases of foreign currency options will be reduced by the amount of the
premium and related transaction costs. In addition, where currency exchange
rates do not move in the direction or to the extent anticipated, a Portfolio
could sustain losses on transactions in foreign currency options which would
require it to forego a portion or all of the benefits of advantageous changes
in such rates.

Each Portfolio may write options on foreign currencies for the same
types of hedging purposes. For example, where a Portfolio anticipates a
decline in the dollar value of foreign currency denominated securities due to
adverse fluctuations in exchange rates it could, instead of purchasing a put
option, write a call option on the relevant currency. If the anticipated
decline occurs, the option will most likely not be exercised, and the
diminution in value of portfolio securities will be offset by the amount of
the premium received.

Similarly, instead of purchasing a call option to hedge against an
anticipated increase in the dollar cost of securities to be acquired, a
Portfolio could write a put option on the relevant currency which, if rates
move in the manner projected, will expire unexercised and allow the Portfolio
to hedge such increased cost up to the amount of the premium. As in the case
of other types of options, however, the writing of a foreign currency option
will constitute only a partial hedge up to the amount of the premium, and
only if rates move in the expected direction. If this does not occur, the
option may be exercised and a Portfolio would be required to purchase or sell
the underlying currency at a loss which may not be offset by the amount of
the premium. Through the writing of options on foreign currencies, a
Portfolio also may be required to forego all or a portion of the benefits
which might otherwise have been obtained from favorable movements in exchange
rates.

Each Portfolio intends to write covered call options on foreign
currencies. A call option written on a foreign currency by a Portfolio is
"covered" if the Portfolio owns the underlying foreign currency covered by
the call or has an absolute and immediate right to acquire that foreign
currency without additional cash consideration (or for additional cash
consideration held in a segregated account by the Custodian) upon conversion
or exchange of other foreign currency held in its portfolio. A call option
is also covered if a Portfolio has a call on the same foreign currency and in
the same principal amount as the call written where the exercise price of the
call held (a) is equal to or less than the exercise price of the call written
or (b) is greater than the exercise price of the call written if the
difference is maintained by the Portfolio in cash, U.S. government securities
or other high grade liquid debt securities in a segregated account with the
Custodian.

Each Portfolio also intends to write call options on foreign currencies
that are not covered for cross-hedging purposes. A call option on a foreign
currency is for cross-hedging purposes if it is not covered but is designed
to provide a hedge against a decline in the U.S. dollar value of a security
which the Portfolio owns or has the right to acquire and which

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is denominated in the currency underlying the option due to an adverse change
in the exchange rate. In such circumstances, the Portfolio will
collateralize the option by maintaining in a segregated account with the
Custodian, cash or U.S. government securities or other high grade liquid debt
securities in an amount not less than the value of the underlying foreign
currency in U.S. dollars marked to market daily.

In an over-the-counter trading environment, many of the protection
afforded to exchange participants will not be available. For example, there
are no daily price fluctuation limits, and adverse market movements could
therefore continue to an unlimited extent over a period of time. Although the
purchase of an option cannot lose more than the amount of the premium plus
related transaction costs, this entire amount could be lost. Moreover, the
option writer and a trader of forward contracts could lose amounts
substantially in excess of their initial investments, due to the margin and
collateral requirements associated with such positions.

Options on foreign currencies traded on national securities exchanges
are within the jurisdiction of the Commission, as are other securities traded
on such exchanges. As a result, many of the protections provided to traders
on organized exchanges will be available with respect to such transactions.
In particular, all foreign currency option positions entered into on a
national securities exchange are cleared and guaranteed by the Options
Clearing Corporation ("OCC"), thereby reducing the risk of counterparty
default. Furthermore, a liquid secondary market in options traded on a
national securities exchange may be more readily available than in the
over-the-counter market, potentially permitting the Portfolios to liquidate
open positions at a profit prior to exercise or expiration, or to limit
losses in the event of adverse market movements.

The purchase and sale of exchange-traded foreign currency options,
however, is subject to the risks of the availability of a liquid secondary
market described above, as well as the risks regarding adverse market
movements, margining of options written, the nature of the foreign currency
market, possible intervention by governmental authorities and the effect of
other political and economic events. In addition, exchange-traded options of
foreign currencies involve certain risks not presented by the
over-the-counter market. For example, exercise and settlement of such options
must be made exclusively through the OCC, which has established banking
relationships in applicable foreign countries for this purpose. As a result,
the OCC may, if it determines that foreign governmental restrictions or taxes
would prevent the orderly settlement of foreign currency option exercises, or
would result in undue burdens on the OCC or its clearing member, impose
special procedures on exercise and settlement, such as technical changes in
the mechanics of delivery of currency, the fixing of dollar settlement prices
or prohibitions, on exercise.

In addition, futures contracts, options on futures contracts, forward
contracts and options of foreign currencies may be traded on foreign
exchanges. Such transactions are subject to the risk of governmental actions
affecting trading in, or the prices of, foreign currencies or securities.
The value of such positions also could be adversely affected by (i) other
complex foreign political and economic factors, (ii) lesser availability than
in the United States of data on which to make a trading decision, (iii)
delays in a Portfolio's ability to act upon economic events occurring in
foreign markets during non-business hours in the United States, (iv) the
imposition of different exercise and settlement terms and procedures and
margin requirements than in the United States, and (v) lesser trading volume.

INTEREST RATE SWAP TRANSACTIONS
Each Portfolio may enter into swap contracts which are also commonly
referred to as derivative investments. A swap is an agreement to exchange
the return generated by one instrument for the return generated by another
instrument. The payment streams are calculated by reference to a specific
index and agreed upon notional amount. The term "specified index" includes
fixed interest rates, total return on interest rate indices and fixed income
indices, (as well as amounts

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derived from arithmetic operations on these indices). For example, a
Portfolio may agree to swap the return generated by a fixed-income index for
the return generated by a second fixed-income index.

The Portfolios will usually enter into swaps on a net basis, i.e., the
two payment streams are netted out in a cash settlement on the payment date
or dates specified in the instrument, with a Portfolio receiving or paying,
as the case may be, only the net amount of the two payments. A Portfolio's
obligations under a swap agreement will be accrued daily (offsetting against
any amounts owing to the Portfolio) and any accrued but unpaid net amounts
owed to a swap counterparty will be covered by the maintenance of a
segregated account consisting of cash, U.S. government securities, or high
grade debt obligations, to avoid any potential leveraging of the Portfolio.
Since swaps will be entered into for good faith hedging purposes, the Adviser
and the Fund believe such obligations do not constitute "senior securities"
under the 1940 Act and, accordingly, will not treat them as being subject to
its borrowing restrictions.

Interest rate swaps do not involve the delivery of securities, other
underlying assets, or principal. Accordingly, the risk of loss with respect
to interest rate swaps is limited to the net amount of interest payments that
a Portfolio is contractually obligated to make. If the other party to the
interest rate swap defaults, a Portfolio's risk of loss consists of the net
amount of interest payments that a Portfolio is contractually entitled to
receive. If there is a default by the counterparty, the Portfolio may have
contractual remedies pursuant to the agreements related to the transaction.
The swap market has grown substantially in recent years with a large number
of banks and investment banking firms acting both as principals and as agents
utilizing standardized swap documentation. As a result, the swap market has
become relatively liquid.

PURCHASE OF SHARES

Shares of each Portfolio may be purchased without sales commission at
the net asset value per share next determined after an order is received in
proper form by the Fund, and payment is received by the Fund's custodian.
The minimum initial investment required for the MJI Global Bond Portfolio is
$100,000. The minimum initial investment for the MJI International Equity
Portfolio is $500,000. Certain exceptions to the minimums may be determined
from time to time by the officers of the Fund. An order received in proper
form prior to the 4:00 p.m. close of the New York Stock Exchange (the
"Exchange") will be executed at the price computed on the date of receipt;
and an order received not in proper form or after the 4:00 p.m. close of the
Exchange will be executed at the price computed on the next day the Exchange
is open after proper receipt. The Exchange will be closed on the following
days: Labor Day, September 4, 1995; Thanksgiving Day, November 23, 1995;
Christmas Day, December 25, 1995; New Year's Day, January 1, 1996;
President's Day, February 19, 1996; Good Friday, April 5, 1996; Memorial Day,
May 27, 1996, and Independence Day, July 4, 1996.

Each Portfolio reserves the right in its sole discretion (1) to suspend
the offering of its shares, (2) to reject purchase orders when in the
judgment of management such rejection is in the best interests of the Fund,
and (3) to reduce or waive the minimum for initial and subsequent investment
for certain fiduciary accounts such as employee benefit plans or under
circumstances where certain economies can be achieved in sales of a
Portfolio's shares.

The Adviser may compensate affiliated broker-dealer subsidiaries of
United Asset Management Corporation, out of its profits, for referring
investors to the Portfolios and, in certain instances, furnishing information
liaison services with respect to such investors. Such compensation would be
based upon the advisory fees payable (without regard to any expense
limitation in effect at the time) in respect of assets attributable to the
referral. If liaison services are included, the rate would be up to 25% in
the first year and up to 15% each year thereafter; otherwise, the rate would
be up to 30% in the first year, 20% for the second year and 10% for each
remaining year up to a total of 5 years.

REDEMPTION OF SHARES

Each Portfolio may suspend redemption privileges or postpone the date of
payment (1) during any period that both the Exchange and custodian bank are
closed or trading on the Exchange is restricted as determined by the
Commission, (2) during any period when an emergency exists as defined by the
rules of the Commission as a result of which it is not reasonably practicable
for a Portfolio to dispose of securities owned by it or to fairly determine
the value of its assets, and (3) for such other periods as the Commission may
permit. The Fund has made an election with the Commission to pay in cash all
redemptions requested by any shareholder of record limited in amount during
any 90-day period to the lesser of $250,000 or 1% of the net assets of the
Fund at the beginning of such period. Such commitment is irrevocable without
the prior approval of the Commission. Redemptions in excess of the above
limits may be paid, in whole or in part, in investment securities or in cash
as the Board of Trustees may deem advisable; however, payment will be made
wholly in cash unless the Trustees believe that economic or market conditions
exist which would make such a practice detrimental to

<PAGE>

the best interests of the Fund. If redemptions are paid in investment
securities, such securities will be valued as set forth in the Prospectus
under "How Share Prices are Determined", and a redeeming shareholder would
normally incur brokerage expenses if those securities were converted to cash.

No charge is made by a Portfolio for redemptions. Any redemption may be
more or less than the shareholder's initial cost depending on the market
value of the securities held by the Portfolio.

SIGNATURE GUARANTEES
To protect your account, the Fund and Mutual Funds Service Company (the
"Administrator") from fraud, signature guarantees are required for certain
redemptions. Signature guarantees are required for (1) redemptions where the
proceeds are to be sent to someone other than the registered shareowner(s) or
the registered address or (2) share transfer requests. The purpose of
signature guarantees is to verify the identity of the party who has
authorized a redemption.

Signatures must be guaranteed by an "eligible guarantor institution" as
defined in Rule 17Ad-15 under the Securities Exchange Act of 1934. Eligible
guarantor institutions include banks, brokers, dealers, credit unions,
national securities exchanges, registered securities associations, clearing
agencies and savings associations. A complete definition of eligible
guarantor institution is available from the Administrator. Broker-dealers
guaranteeing signatures must be a member of a clearing corporation or
maintain net capital of at least $100,000. Credit unions must be authorized
to issue signature guarantees. Signature guarantees will be accepted from any
eligible guarantor institution which participates in a signature guarantee
program.

The signature guarantee must appear either: (1) on the written request
for redemption; (2) on a separate instrument for assignment ("stock power")
which should specify the total number of shares to be redeemed; or (3) on all
stock certificates tendered for redemption and, if shares held by the Fund
are also being redeemed, on the letter or stock power.

SHAREHOLDER SERVICES

The following supplements the information set forth in the Portfolios'
Prospectuses under the heading "Buying, Selling and Exchanging Shares":

EXCHANGE PRIVILEGE
Shares of each Portfolio may be exchanged for shares of the other
Portfolio. In addition, shares of each Portfolio may be exchanged for shares
of any other Institutional Class Shares of a Portfolio included in The Regis
Family of Funds which is comprised of the Fund and The Regis Fund, Inc. (See
the list of Portfolios of The Regis Family of Funds at the end of each
Portfolio's Prospectus.) Exchange requests should be made by calling the Fund
(1-800-638-7983) or by writing to The Regis Fund II, The Regis Service
Center, c/o Mutual Funds Service Company, P.O. Box 2798, Boston, MA
02208-2798. The exchange privilege is only available with respect to
Portfolios that are registered for sale in the shareholder's state of
residence.

Any such exchange will be based on the respective net asset values of
the shares involved. There is no sales commission or charge of any kind.
Before making an exchange into a Portfolio, a shareholder should read its
Prospectus and consider the investment objectives of the Portfolio to be
purchased. You may obtain a Prospectus for the Portfolio(s) you are
interested in by calling The Regis Service Center at 1-800-638-7983.

Exchange requests may be made either by mail or telephone. Telephone
exchanges will be accepted only if the certificates for the shares to be
exchanged are held by the Fund for the account of the shareholder and the
registration of the two accounts will be identical. Requests for exchanges
received prior to 4:00 p.m. (Eastern Time) will be processed as of the close
of business on the same day. Requests received after this time will be
processed on the next business day. Neither the Fund nor the Administrator
will be responsible for the authenticity of the exchange instructions
received by telephone. Exchanges may also be subject to limitations as to
amounts or frequency and to other restrictions established by the Fund's
Board of Trustees to assure that such exchanges do not disadvantage the Fund
and its shareholders.

<PAGE>

For Federal income tax purposes an exchange between Portfolios is a
taxable event, and, accordingly, a capital gain or loss may be realized. In a
revenue ruling relating to circumstances similar to the Fund's, an exchange
between series of a Fund was also deemed to be a taxable event. It is likely,
therefore, that a capital gain or loss would be realized on an exchange
between Portfolios. You may want to consult your tax adviser for further
information in this regard. The exchange privilege may be modified or
terminated at any time.

TRANSFER OF SHARES
Shareholders may transfer shares to another person by making a written
request to the Fund. The request should clearly identify the account and
number of shares to be transferred, and include the signature of all
registered owners and all stock certificates, if any, which are subject to
the transfer. The signature on the letter of request, the stock certificate
or any stock power must be guaranteed in the same manner as described under
"Redemption of Shares." As in the case of redemptions, the written request
must be received in good order before any transfer can be made.

INVESTMENT LIMITATIONS

The following limitations supplement those set forth in the
Prospectuses. Whenever an investment limitation sets forth a percentage
limitation on investment or utilization of assets, such limitation shall be
determined immediately after and as a result of a Portfolio's acquisition of
such security or other asset. Accordingly, any later increase or decrease
resulting from a change in values, net assets or other circumstances will not
be considered when determining whether the investment complies with a
Portfolio's investment limitations. Investment limitations (1), (2), (3) and
(4) are classified as fundamental. A Portfolio's fundamental investment
limitations cannot be changed without approval by a "majority of the
outstanding shares" (as defined in the 1940 Act) of the Portfolio. Each
Portfolio will not:

(1) invest in physical commodities or contracts on physical commodities;

(2) purchase or sell real estate or real estate limited partnerships,
although it may purchase and sell securities of companies which deal
in real estate and may purchase and sell securities which are secured
by interests in real estate;

(3) make loans except (i) by purchasing debt securities in accordance with
its investment objectives and (ii) by lending its portfolio securities
to banks, brokers, dealers and other financial institutions so long as
such loans are not inconsistent with the 1940 Act, or the rules and
regulations or interpretations of the Commission thereunder;

(4) underwrite the securities of other issuers;

(5) invest in stock or bond futures and/or options on futures unless
(i) not more than 5% of the Portfolio's assets are required as deposit
to secure obligations under such futures and/or options on futures
contracts provided, however, that in the case of an option that is
in-the-money at the time of purchase, the in-the-money amount may be
excluded in computing such 5% and (ii) not more than 20% of the
Portfolio's assets are invested in stock or bond futures and options;

(6) purchase on margin or sell short except as specified in (5) above;

(7) purchase or retain securities of an issuer if those officers and
directors of the Fund or its investment adviser owning more than 1/2
of 1% of such securities together own more than 5% of such securities;

(8) invest more than an aggregate of 15% of the assets of the Portfolio,
determined at the time of investment, in securities subject to legal
or contractual restrictions on resale or securities for which there
are no readily available markets;

(9) invest for the purpose of exercising control over management of any
company;

(10) write or acquire options or interests in oil, gas or other mineral
exploration or development programs; and

<PAGE>

may be warrants that are not listed on the New York or American Stock
Exchanges. Warrants attached to securities are not subject to this
limitation.

<PAGE>

MANAGEMENT OF THE FUND

TRUSTEES AND OFFICERS
The Officers of the Fund manage its day-to-day operations and are
responsible to the Fund's Board of Trustees. The Trustees set broad policies
for the Fund and elect its Officers. The following is a list of the Trustees
and Officers of the Fund and a brief statement of their present positions and
principal occupations during the past five years.

MARY RUDIE BARNEBY* Trustee and Executive Vice President of the Fund;
1140 Avenue of the Americas President of Regis Retirement Plan Services, Inc.
New York, NY 10036 since 1993. Formerly responsible for Defined
Contribution Plan Services at a division of the
Equitable Companies and at the Dreyfus Corporation.

JOHN T. BENNETT, JR. Trustee of the Fund; President of Squam Investment
College Road - RFD 3 Management Company, Inc. and Great Island
Meredith, NH 03253 Investment Company, Inc.; President of Bennett
Management Company from 1988 to 1993.

J. EDWARD DAY Trustee of the Fund; Retired Partner in the
5804 Brookside Drive Washington office of the law firm Squire,
Chevy Chase, MD 20815 Sanders & Dempsey; Director, Medical Mutual
Liability Insurance Society of Maryland;
formerly, Chairman of the Montgomery County,
Maryland, Revenue Authority.

PHILIP D. ENGLISH Trustee of the Fund; President and Chief
16 West Madison Street Executive Officer of Broventure Company, Inc.;
Baltimore, MD 21201 Director of Chektec Inc., Cyber Scientific,
Inc., and BioTrax Inc.

WILLIAM A. HUMENUK Trustee of the Fund; Partner in the
4000 Bell Atlantic Tower Philadelphia office of the law firm Dechert
1717 Arch Street Price & Rhoads; Director, Hofler Corp.
Philadelphia, PA 19103

NORTON H. REAMER* Trustee, President and Chairman of the Fund;
One International Place President, Chief Executive Officer and Director
Boston, MA 02110 of United Asset Management Corporation;
Director, Partner or Trustee of each of the
Investment Companies of the Eaton Vance Group
of Mutual Funds.

PETER M. WHITMAN, JR.* Trustee of the Fund; President and Chief
One Financial Center Investment Officer of Dewey Square Investors
Boston, MA 02111 Corporation ("DSI") since 1988; Director and
Chief Executive Officer of H. T. Investors,
Inc., a subsidiary of DSI.

WILLIAM H. PARK* Vice President and Assistant Treasurer of the
One International Place Fund; Executive Vice President and Chief
Boston, MA 02110 Financial Officer of United Asset Management
Corporation.

ROBERT R. FLAHERTY* Treasurer of the Fund; Manager of Fund
73 Tremont Street Administration and Compliance of the
Boston, MA 02108 Administrator since March 1995; formerly Senior
Manager of Deloitte & Touche LLP from 1985 to
1995.

KARL O. HARTMANN* Secretary of the Fund; Senior Vice President,
73 Tremont Street Secretary and General Counsel of Administrator;
Boston, MA 02108 Senior Vice President, Secretary and General
Counsel of Leland, O'Brien, Rubinstein
Associates, Inc., from November 1990 to
November 1991; Vice President and Associate
General Counsel of The Boston Company Advisors,
Inc. from August 1988 to November 1990.

HARVEY M. ROSEN* Assistant Secretary of the Fund; Senior Vice
73 Tremont Street President of the Administrator.
Boston, MA 02108

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

<PAGE>

*These people are deemed to be "interested persons" of the Fund as that term
is defined in the 1940 Act.

REMUNERATION OF TRUSTEES AND OFFICERS
The Fund pays each Trustee, who is not also an officer or affiliated
person, a $150 quarterly retainer fee per active Portfolio which currently
amounts to $450 per quarter. In addition each unaffiliated Trustee receives a
$2,000 meeting fee which is aggregated for all the Trustees and allocated
proportionately among the Portfolios of the Fund and The Regis Fund, Inc. as
well as AEW Commercial Mortgage Securities Fund, Inc. and reimbursement for
travel and other expenses incurred while attending Board meetings. Trustees
who are also officers or affiliated persons receive no remuneration for their
service as Trustees. The Fund's officers and employees are paid by either
the Adviser, United Asset Management Corporation ("UAM"), or the
Administrator and receive no compensation from the Fund. The following table
shows aggregate compensation paid to each of the Fund's Trustees by the Fund
and total compensation paid by the Fund, The Regis Fund, Inc. and AEW
Commercial Mortgage Securities Fund, Inc. (collectively the "Fund Complex")
in the fiscal year ended April 30, 1995.

COMPENSATION TABLE

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
(1) (2) (3) (4) (5)

PENSION OR TOTAL COMPENSATION
AGGREGATE RETIREMENT BENEFITS ESTIMATED ANNUAL FROM REGISTRANT AND
NAME OF PERSON, COMPENSATION ACCRUED AS PART OF BENEFITS UPON FUND COMPLEX PAID TO
POSITION FROM REGISTRANT* FUND EXPENSES RETIREMENT TRUSTEES
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
John T. Bennett, Jr.,
Trustee $1,832 0 0 $24,650

J. Edward Day,
Trustee $1,832 0 0 $24,650

Philip D. English,
Trustee $1,832 0 0 $24,650

William A. Humenuk,
Trustee $1,832 0 0 $24,650
</TABLE>

* Since the Registrant did not complete its first full year since its
organization, the table above represents aggregate compensation on an
annualized basis for the fiscal year ended April 30, 1995.

PRINCIPAL HOLDERS OF SECURITIES
As of July 31, 1995, the following persons or organizations held of
record or beneficially 5% or more of the shares of the MJI International
Equity Portfolio, as noted:

Veco International, Inc. 401(k) Savings Plan, Anchorage, AK, 45.1%;
Investment Trust Company, Custodian for NBZ Inc./UAM Profit Sharing Plan,
Denver, CO, 6.2%*, Triad Energy Corporation, Trustee for Triad Eneger 401(k)
Plan & Trust, Houston, TX, 5.1%* and Foster, SAAD & Co., Ltd., Columbia, SC,
5.0%*.

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

* Denotes shares held by a trustee or other fiduciary for which beneficial
ownership is disclaimed or presumed disclaimed.

<PAGE>

INVESTMENT ADVISER

CONTROL OF ADVISER
Murray Johnstone International Ltd., through its parent, UAM UK
Holdings, is a wholly-owned subsidiary of UAM, a holding company incorporated
in Delaware in December 1980 for the purpose of acquiring and owning firms
engaged primarily in institutional investment management. Since its first
acquisition in August 1983, UAM has acquired or organized approximately 44
such wholly-owned affiliated firms (the "UAM Affiliated Firms"). UAM
believes that permitting UAM Affiliated Firms to retain control over their
investment advisory decisions is necessary to allow them to continue to
provide investment management services that are intended to meet the
particular needs of their respective clients.

Accordingly, after acquisition by UAM, UAM Affiliated Firms continue to
operate under their own firm name, with their own leadership and individual
investment philosophy and approach. Each UAM Affiliated Firm manages its own
business independently on a day-to-day basis. Investment strategies employed
and securities selected by UAM Affiliated Firms are separately chosen by each
of them. Several UAM Affiliated Firms also act as investment advisers to
separate series or Portfolios of The Regis Fund, Inc., a registered
investment company.

ADVISORY FEES
As compensation for services rendered by the Adviser under the
Investment Advisory Agreements, the Portfolio pays the Adviser an annual fee
in monthly installments, calculated by applying the following annual
percentage rates to each Portfolio's average daily net assets for the month:

MJI Global Bond Portfolio. . . . . . . . . 0.35%
MJI International Equity Portfolio . . . . 0.75%

For the period from September 16, 1994 (date of commencement) to April
30, 1995, the MJI International Equity Portfolio paid advisory fees of $0.
During this period, the Adviser voluntarily waived advisory fees of $10,000.
The Adviser had voluntarily agreed to waive its advisory fees or reimburse
expenses, if necessary, in order to keep the Portfolio's total annual
operating expenses from exceeding 1.00% through June 30, 1995. Effective
July 1, 1995 through June 30, 1996, the Adviser has voluntarily agreed to
reimburse the Portfolio, if necessary, in order to keep its total annual
operating expenses from exceeding 1.50%.

ADMINISTRATIVE SERVICES

From September 16, 1994 (date of commencement) to April 30, 1995,
administrative services fees paid to the Administrator by the MJI
International Equity Portfolio totaled $26,000. The services provided by the
Administrator and the current fees payable to the Administrator are described
in the Portfolios' Prospectuses.

PORTFOLIO TRANSACTIONS

The Investment Advisory Agreements authorize the Adviser to select the
brokers or dealers that will execute the purchases and sales of investment
securities for the Portfolios and directs the Adviser to use its best efforts
to obtain the best execution with respect to all transactions for the
Portfolios. The Adviser may, however, consistent with the interests of the
Portfolios, select brokers on the basis of the research, statistical and
pricing services they provide to the Portfolios. Information and research
received from such brokers will be in addition to, and not in lieu of, the
services required to be performed by the Adviser under the Investment
Advisory Agreements. A commission paid to such brokers may be higher than
that which another qualified broker would have charged for effecting the same
transaction, provided that such commissions are paid in compliance with the
Securities Exchange Act of 1934, as amended, and that the Adviser determines
in good faith that such commission is reasonable in terms either of the
transaction or the overall responsibility of the Adviser to the Portfolios
and the Adviser's other clients.

It is not the Fund's practice to allocate brokerage or principal
business on the basis of sales of shares which may be made through such
firms. However, the Adviser may place portfolio orders with qualified
broker-dealers who recommend

<PAGE>

the Portfolios or who act as agents in the purchase of shares of the
Portfolios for their clients. During the fiscal year ended April 30, 1995,
the entire Fund paid brokerage commissions of approximately $15,000.

Some securities considered for investment by the Portfolios may also be
appropriate for other clients served by the Adviser. If purchases or sales
of securities consistent with the investment policies of a Portfolio and one
or more of these other clients served by the Adviser is considered at or
about the same time, transactions in such securities will be allocated among
the Portfolio and clients in a manner deemed fair and reasonable by the
Adviser. Although there is no specified formula for allocating such
transactions, the various allocation methods used by the Adviser, and the
results of such allocations, are subject to periodic review by the Fund's
Board of Trustees.

PERFORMANCE CALCULATIONS

PERFORMANCE
The Portfolios may from time to time quote various performance figures
to illustrate past performance. Performance quotations by investment
companies are subject to rules adopted by the Commission, which require the
use of standardized performance quotations or, alternatively, that every
non-standardized performance quotation furnished by the Fund be accompanied
by certain standardized performance information computed as required by the
Commission. An explanation of those and other methods used to compute or
express performance follows.

YIELD
Current yield reflects the income per share earned by a Portfolio's
investment. The current yield of a Portfolio is determined by dividing the
net investment income per share earned during a 30-day base period by the
maximum offering price per share on the last day of the period and
annualizing the result. Expenses accrued for the period include any fees
charged to all shareholders during the base period.

This figure is obtained using the following formula:

6
Yield = 2 [ (a - b + 1) - 1]
-----
cd

where:

a = dividends and interest earned during the period
b = expenses accrued for the period (net of reimbursements)
c = the average daily number of shares outstanding during the period
that were entitled to receive income distributions
d = the maximum offering price per share on the last day of the period.

TOTAL RETURN
The average annual total return of a Portfolio is determined by finding
the average annual compounded rates of return over 1, 5 and 10 year periods
that would equate an initial hypothetical $1,000 investment to its ending
redeemable value. The calculation assumes that all dividends and
distributions are reinvested when paid. The quotation assumes the amount was
completely redeemed at the end of each 1, 5 and 10 year period and the
deduction of all applicable Fund expenses on an annual basis. The cumulative
total return for the MJI International Equity Portfolio from inception to the
date of the Financial Statements included herein is -5.00%.

Average annual total return figures are calculated according to the
following formula:

P (1 + T) = ERV

where:

P = a hypothetical initial payment of $1,000
T = average annual total return
n = number of years
ERV = ending redeemable value of a hypothetical $1,000 payment made at
the beginning of the 1, 5 or 10 year periods at the end of
the 1, 5 or 10 year periods (or fractional portion thereof).

<PAGE>

COMPARISONS
To help investors better evaluate how an investment in either Portfolio
of the Fund might satisfy their investment objective, advertisements
regarding the Fund may discuss various measures of Fund performance as
reported by various financial publications. Advertisements may also compare
performance (as calculated above) to performance as reported by other
investments, indices and averages. The following publications, indices and
averages may be used:

(a) Dow Jones Composite Average or its component averages - an unmanaged index
composed of 30 blue-chip industrial corporation stocks (Dow Jones
Industrial Average), 15 utilities company stocks and 20 transportation
stocks. Comparisons of performance assume reinvestment of dividends.

(b) Standard & Poor's 500 Stock Index or its component indices - an unmanaged
index composed of 400 industrial stocks, 40 financial stocks, 40 utilities
stocks and 20 transportation stocks. Comparisons of performance assume
reinvestment of dividend.

(c) The New York Stock Exchange composite or component indices - unmanaged
indices of all industrial, utilities, transportation and finance stocks
listed on the New York Stock Exchange.

(d) Salomon Brothers World Government Bond Index - The Salomon World Government
Bond Index is designed to provide a comprehensive measure of total return
performance of the domestic government bond market of thirteen countries.
The index has been constructed with the aim of choosing an "all inclusive"
universe of institutionally traded fixed-rate bonds. The selection of
security types to be included in the index is made with the aim of being as
comprehensive as possible, while satisfying the criterion of reasonable
availability to domestic and international institutions and the existence
of complete pricing and market profile data.

(e) Wilshire 5000 Equity Index or its component indices - represents the return
on the market value of all common equity securities for which daily pricing
is available. Comparisons of performance assume reinvestment of dividends.

(f) Lipper - Mutual Fund Performance Analysis and Lipper - Fixed Income Fund
Performance Analysis - measure total return and average current yield for
the mutual fund industry. Rank individual mutual fund performance over
specified time periods, assuming reinvestment of all distributions,
exclusive of any applicable sales charges.

(g) Morgan Stanley Capital International EAFE Index and World Index -
respectively, arithmetic, market value-weighted averages of the
performance of over 900 securities listed on the stock exchanges of
countries in Europe, Australia and the Far East, and over 1,400 securities
listed on the stock exchanges of these continents, including North America.

(h) Goldman Sachs 100 Convertible Bond Index - currently includes 67 bonds and
33 preferred. The original list of names was generated by screening for
convertible issues of 100 million or greater in market capitalization. The
index is priced monthly.

(i) Salomon Brothers GNMA Index - includes pools of mortgages originated by
private lenders and guaranteed by the mortgage pools of the Government
National Mortgage Association.

(j) Salomon Brothers High Grade Corporate Bond Index - consists of publicly
issued, non-convertible corporate bonds rated AA or AAA. It is a
value-weighted, total return index, including approximately 800 issues with
maturities of 12 years or greater.

(k) Salomon Brothers Broad Investment Grade Bond - is a market-weighted index
that contains approximately 4,700 individually priced investment grade
corporate bonds rated BBB or better, U.S. Treasury/agency issues and
mortgage pass through securities.

<PAGE>

(l) Lehman Brothers LONG-TERM Treasury Bond - is composed of all bonds covered
by the Lehman Brothers Treasury Bond Index with maturities of 10 years or
greater.

(m) NASDAQ Industrial Index - is composed of more than 3,000 industrial issues.
It is a value-weighted index calculated on price change only and does not
include income.

(n) Value Line - composed of over 1,600 stocks in the Value Line Investment
Survey.

(o) Russell 2000 - composed of the 2,000 smallest stocks in the Russell 3000, a
market value-weighted index of the 3,000 largest U.S. publicly-traded
companies.

(p) Composite Indices - 60% Standard & Poor's 500 Stock Index, 30% Lehman
Brothers LONG-TERM Treasury Bond and 10% U.S. Treasury Bills; 70% Standard
& Poor's 500 Stock Index and 30% NASDAQ Industrial Index; 35% Standard &
Poor's 500 Stock Index and 65% Salomon Brothers High Grade Bond Index; all
stocks on the NASDAQ system exclusive of those traded on an exchange, and
65% Standard & Poor's 500 Stock Index and 35% Salomon Brothers High Grade
Bond Index.

(q) CDA Mutual Fund Report published by CDA Investment Technologies, Inc. -
analyzes price, current yield, risk, total return and average rate of
return (average compounded growth rate) over specified time periods for the
mutual fund industry.

(r) Mutual Fund Source Book published by Morningstar, Inc. - analyzes price,
yield, risk and total return for equity funds.

(s) Financial publications: Business Week, Changing Times, Financial World,
Forbes, Fortune, Money, Barron's, Consumer's Digest, Financial Times,
Global Investor, Wall Street Journal and Weisenberger Investment Companies
Service - publications that rate fund performance over specified time
periods.

(t) Consumer Price Index (or Cost of Living Index), published by the U.S.
Bureau of Labor Statistics - a statistical measure of change over time in
the price of goods and services in major expenditure groups.

(u) Stocks, Bonds, Bills and Inflation, published by Ibbotson Associates -
historical measure of yield, price and total return for common and small
company stock, long-term government bonds, U.S. Treasury bills and
inflation.

(v) Savings and Loan Historical Interest Rates - as published by the U.S.
Savings & Loan League Fact Book.

(w) Historical data supplied by the research departments of First Boston
Corporation; the J.P. Morgan companies; Salomon Brothers; Merrill Lynch,
Pierce, Fenner & Smith; Lehman Brothers, Inc.; and Bloomberg L.P.

In assessing such comparisons of performance, an investor should keep in
mind that the composition of the investments in the reported indices and
averages is not identical to the composition of investments in a Portfolio,
that the averages are generally unmanaged, and that the items included in the
calculations of such averages may not be identical to the formula used by the
Portfolio to calculate its performance. In addition, there can be no
assurance that the Portfolio will continue this performance as compared to
such other averages.

GENERAL INFORMATION

DESCRIPTION OF SHARES AND VOTING RIGHTS
The Fund was organized under the name The Regis Fund II, as a Delaware
business trust on May 18, 1994. The Fund's Agreement and Declaration of Trust
permits the Fund to issue an unlimited number of shares of beneficial
interest, without par value. The Trustees have the power to designate one or
more series ("Portfolios") of shares of beneficial interest without further
action by shareholders.

On each matter submitted to a vote of the Shareholders, each holder of a
Share shall be entitled to one vote for each whole Share and a fractional
vote for each fractional Share standing in his or her name on the books of
the Trust.

<PAGE>

In the event of liquidation of the Trust, the holders of the Shares of
each Sub-Trust or any class thereof that has been established and designated
shall be entitled to receive, when and as declared by the Trustees, the
excess of the assets belonging to that Sub-Trust, or in the case of a class,
belonging to that Sub-Trust and allocable to that class, over the liabilities
belonging to that Sub-Trust or class. The assets so distributable to the
holders of Shares of any particular Sub-Trust or class thereof shall be
distributed to the holders in proportion to the number of Shares of that
Sub-Trust or class thereof held by them and recorded on the books of the
Trust. The liquidation of any Sub-Trust or class thereof may be authorized
at any time by vote of a majority of the Trustees then in office.

Shareholders have no pre-emptive or other rights to subscribe to any
additional Shares or other securities issued by the Trust or any Sub-Trust,
except as the Trustees in their sole discretion shall have determined by
vote.

DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS
The Fund's policy is to distribute substantially all of each Portfolio's
net investment income, if any, together with any net realized capital gains
annually in the amount and at the times that will avoid both income
(including capital gains) taxes incurred on it and the imposition of the
Federal excise tax on undistributed income and capital gains. The amounts of
any income dividends or capital gains distributions cannot be predicted. See
the discussion under "Dividends, Capital Gains Distributions and Taxes" in
the Prospectuses.

Any dividend or distribution paid shortly after the purchase of shares
of a Portfolio by an investor may have the effect of reducing the per share
net asset value of the Portfolio by the per share amount of the dividend or
distribution. Furthermore, such dividends or distributions, although in
effect a return of capital, are subject to income taxes as set forth in the
Prospectuses.

As set forth in the Prospectuses, unless the shareholder elects
otherwise in writing, all dividend and capital gains distributions are
automatically received in additional shares of the respective Portfolio of
the Fund at net asset value (as of the business day following the record
date). This will remain in effect until the Fund is notified by the
shareholder in writing at least three days prior to the record date that
either the Income Option (income dividends in cash and capital gains
distributions in additional shares at net asset value) or the Cash Option
(both income dividends and capital gains distributions in cash) has been
elected. An account statement is sent to shareholders whenever an income
dividend or capital gains distribution is paid.

Each Portfolio of the Fund will be treated as a separate entity (and
hence as a separate "regulated investment company") for Federal tax purposes.
Any net capital gains recognized by a Portfolio will be distributed to its
investors without need to offset (for Federal income tax purposes) such gains
against any net capital losses realized by another Portfolio.

CODE OF ETHICS
The Fund has adopted a Code of Ethics which restricts to a certain
extent personal transactions by access persons of the Fund and imposes
certain disclosure and reporting obligations.

FEDERAL TAXES

In order for each Portfolio to continue to qualify for Federal income
tax treatment as a regulated investment company under the Internal Revenue
Code of 1986, as amended (the "Code"), at least 90% of its gross income for a
taxable year must be derived from certain qualifying income, i.e., dividends,
interest, income derived from loans of securities and gains from the sale or
other disposition of stock, securities or foreign currencies, or other
related income, including gains from options, futures and forward contracts,
derived with respect to its business investing in stock, securities or
currencies. Any net gain realized from the closing out of futures contracts
will, therefore, generally be qualifying income for purposes of the 90%
requirement. Qualification as a regulated investment company also requires
that less than 30% of a Portfolio's gross income be derived from the sale or
other disposition of stock, securities, options, futures or forward contracts
(including certain foreign currencies not directly related to the Fund's
business of investing in stock or securities) held less than three months.
In order to avoid realizing excessive gains on securities held for less than
three months, the Portfolio may be required to defer the closing out of
futures contracts beyond the time when it would otherwise be advantageous to
do so. It is anticipated that unrealized gains on futures contracts which
have been open for less than three months as of the end of a Portfolio's
taxable year, and which are recognized for tax purposes, will not be
considered gains on securities held for less than three months for the
purposes of the 30% test.

<PAGE>

Except for transactions a Portfolio has identified as hedging
transactions, in general each Portfolio is required for Federal income tax
purposes to recognize as income for each taxable year its net unrealized
gains and losses on some forward currency and some futures contracts as of
the end of each taxable year as well as those actually realized during the
year. In most cases, any such gain or loss recognized with respect to a
regulated futures contract is considered to be 60% long-term capital gain or
loss and 40% short-term capital gain or loss without regard to the holding
period of the contract. Recognized gain or loss attributable to a foreign
currency forward contract is treated as 100% ordinary income. Furthermore,
foreign currency futures contracts which are intended to hedge against a
change in the value of securities held by a Portfolio may affect the holding
period of such securities and, consequently, the nature of the gain or loss
on such securities upon disposition.

Each Portfolio will distribute to shareholders annually any net capital
gains which have been recognized for Federal income tax purposes (including
unrealized gains at the end of the Portfolio's taxable year on futures
transactions). Such distribution will be combined with distributions of
capital gains realized on the Portfolio's other investments, and shareholders
will be advised as to the character of the payment.

A Portfolio will distribute to shareholders annually any net capital
gains which have been recognized for Federal income tax purposes.
Shareholders will be advised as to the character of the payments.

FINANCIAL STATEMENTS

The Financial Statements for the MJI Global Bond Portfolio at April 30,
1995 including the notes thereto and the report of Price Waterhouse LLP
thereon are contained in this Statement of Additional Information on the
following pages. The Financial Statements for the MJI International Equity
Portfolio and the Financial Highlights for the respective period presented,
which appears in the Portfolio's 1995 Annual Report to Shareholders, and the
report thereon of Price Waterhouse LLP, independent accountants, also
appearing therein, are incorporated by reference into this Statement of
Additional Information. An Annual Report may be obtained, without charge, by
writing to the Fund or by calling The Regis Service Center at 1-800-638-7983.

<PAGE>

THE REGIS FUND II
MJI GLOBAL BOND PORTFOLIO
STATEMENT OF ASSETS AND LIABILITIES
APRIL 30, 1995
<TABLE>
<CAPTION>
<S> <C>
ASSETS:
Cash....................................................... $25,000
Deferred organization costs (Note 1)....................... 5,490
----------
30,490
----------
LIABILITIES:
Deferred organization costs payable (Note1)................ 5,490
----------

Net Assets (Applicable to 2,500 outstanding shares, unlimited
shares authorized, no par value)............................. $25,000
----------
----------
Net asset value, offering and redemption price per share.... $10.00
----------
----------
</TABLE>

NOTE 1 Organization:
MJI Global Bond Portfolio (the "Portfolio") is a series of The Regis Fund II
(the "Fund") which was established under Delaware law by a Declaration of Trust
dated May 18, 1994. The Portfolio has had no operations to date other than
matters relating to its organization and registration as a diversified, open-end
management investment company under the Investment Company Act of 1940 and the
sale and issuance of 2,500 shares to United Asset Management Corporation for
$25,000 on August 18, 1994. If any of the initial shares are redeemed by any
holder thereof during the amortization period, the redemption proceeds will be
reduced by the unamortized organization expenses in the same proportion as the
number of shares redeemed bears to the number of initial shares outstanding at
the time of redemption. Costs incurred in connection with the Portfolio's
organization and registration, estimated at $5,490, will be amortized on a
straight line basis for a period of 60 months beginning at the commencement of
operations of the Portfolio.

NOTE 2 Investment Advisory Agreement:
Under an Investment Advisory Agreement, Murray Johnstone International Ltd. (the
"Adviser"), an indirectly wholly-owned subsidiary of United Asset Management
Corporation, provides investment advisory services to the Portfolio at a fee
calculated at an annual rate of 0.35 of 1% of the Portfolio's average daily net
assets. The Adviser has voluntarily agreed to waive its advisory fee and
reimburse expenses necessary to limit the operating expenses of the Portfolio to
0.75 of 1% of the average daily net assets of the Portfolio for any fiscal year
or portion thereof that the limitation is in effect. The Adviser will continue
this limitation until further notice.

NOTE 3 Administrative Agreement:
Mutual Funds Service Company (the "Administrator"), a wholly owned subsidiary of
United States Trust Company of New York (U.S. Trust), provides administrative,
fund accounting, dividend disbursing and transfer agent services pursuant to a
Fund Administration Agreement (the "Agreement").
Pursuant to the Agreement, the Portfolio will pay the Administrator an aggregate
monthly fee which on an annual basis equals 0.20 of 1% of the first $200 million
of the aggregate net assets of the Fund, The Regis Fund, Inc. and AEW Commercial
Mortgage Securities Fund, Inc. (the "Funds"); plus 0.12 of 1% of the next $800
million of the net aggregate assets of the Funds; plus 0.08 of 1% of the net
assets in excess of $1 billion but less than $3 billion; plus 0.06 of 1% of the
aggregate net assets in excess of $3 billion. The fees are allocated among the
portfolios of the Funds on the basis of their relative net assets and are
subject to a graduated minimum fee schedule per portfolio, which rises from
$2,000 per month upon inception of a portfolio to $70,000 annually after two
years.

<PAGE>

NOTE 4 Distribution Agreement:
RFI Distributors (the "Distributor"), a division of the Regis Retirement Plan
Services Inc., a wholly-owned subsidiary of United Asset Management Corporation,
distributes the shares of the Fund. The Distributor does not receive any fee or
other compensation under the distribution agreement.
<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Shareholder and Board of Trustees of The Regis Fund II:
MJI Global Bond Portfolio

In our opinion, the accompanying statement of assets and liabilities presents
fairly, in all material respects, the financial position of MJI Global Bond
Portfolio (the "Portfolio"), a portfolio of The Regis Fund II, at April 30,
1995, in conformity with generally accepted accounting principles. This
financial statement is the responsibility of the Portfolio's management; our
responsibility is to express an opinion on this financial statement based on our
audit. We conducted our audit of this financial statement in accordance with
generally accepted auditing standards which require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statement is
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statement,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audit provides a reasonable basis for the opinion expressed
above.

/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Boston, Massachusetts
June 27, 1995
<PAGE>

APPENDIX - DESCRIPTION OF SECURITIES AND RATINGS

DESCRIPTION OF CORPORATE BOND RATINGS

MOODY'S INVESTORS SERVICE, INC. CORPORATE BOND RATINGS

Aaa - Bonds which are Aaa are judged to be the best quality. They carry
the smallest degree of investment risk and are generally referred to as
"gilt-edge." Interest payments are protected by a large or by an
exceptionally stable margin, and principal is secure. While the various
protective elements are likely to change, such changes as can be visualized
are most unlikely to impair the fundamentally strong position of such issues.

Aa - Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group, they comprise what are generally
known as high grade bonds. They are rated lower than the best bonds because
margins of protection may not be as large as in Aaa securities or fluctuation
of protective elements may be of greater amplitude or there may be other
elements present which make the long-term risks appear somewhat larger than
in Aaa securities.

A - Bonds which are rated A possess many favorable investment attributes
and are to be considered as upper medium grade obligations. Factors giving
security to principal and interest are considered adequate but elements may
be present which suggest a susceptibility to impairment sometime in the
future.

Moody's applies numerical modifiers 1, 2 and 3 in the Aa and A rating
categories. The modifier 1 indicates that the security ranks at a higher end
of the rating category, modifier 2 indicates a mid-range rating and modifier
3 indicates that the issue ranks at the lower end of the rating category.

Baa - Bonds which are rated Baa are considered as medium grade
obligations, i.e., they are neither highly protected nor poorly secured.
Interest payments and principal security appear adequate for the present but
certain protective elements may be lacking or may be characteristically
unreliable over any great length of time. Such bonds lack outstanding
investment characteristics and in fact have speculative characteristics as
well.

STANDARD & POOR'S CORPORATION CORPORATE BOND RATINGS

AAA - Bonds rated AAA have the highest rating assigned by Standard &
Poor's to a debt obligation and indicate an extremely strong capacity to pay
principal and interest.

AA - Bonds rated AA have a very strong capacity to pay interest and
repay principal and differ from the highest rated issues only to a small
degree.

A - Bonds rated A have a strong capacity to pay interest and repay
principal although they are somewhat more susceptible to the adverse effects
of changes in circumstances and economic conditions than bonds in higher
rated categories.

BBB - Debt rated BBB is regarded as having an adequate capacity to pay
interest and repay principal. Whereas it normally exhibits adequate
protection parameters, adverse economic conditions or changing circumstances
are more likely to lead to a weakened capacity to pay interest and repay
principal for debt in this category than for debt in higher rated categories.

A-1
<PAGE>

UAM FUNDS
CHICAGO ASSET MANAGEMENT PORTFOLIOS
INSTITUTIONAL CLASS SHARES

SUPPLEMENT DATED JANUARY 22, 1996
TO THE STATEMENT OF ADDITIONAL INFORMATION DATED
AUGUST 28, 1995 AS SUPPLEMENTED OCTOBER 31, 1995

The following information supplements the "Investment Adviser" section:

CHICAGO ASSET MANAGEMENT VALUE/CONTRARIAN PORTFOLIO

PHILOSOPHY/STYLE
Chicago Asset Management views itself as an equity manager who, by combining
value judgment and contrarian opinion, strives to outperform the market and
other money managers not by market timing, but by focusing on the selection of
individual securities. Categorized as a large cap, bottom-up, value/contrarian,
Chicago Asset Management's philosophy and strategy are qualitative and have
remained the same since the inception of the firm.

CHICAGO ASSET MANAGEMENT INTERMEDIATE BOND PORTFOLIO

PHILOSOPHY/STYLE
Chicago Asset Management's approach is predicated on a controlled risk strategy
that avoids dependence on interest rate anticipation while emphasizing value
added through sector rotation and yield curve analysis. The firm seeks to add
value by improving the odds in a risk/reward equation. Chicago Asset Management
focuses on the more traditional aspects of active portfolio management by
scrutinizing sectors, coupons, call features, and the shape of the yield curve.
Portfolios are constructed for income and safety.

<PAGE>

PART B

THE REGIS FUND II

CHICAGO ASSET MANAGEMENT VALUE/CONTRARIAN PORTFOLIO
CHICAGO ASSET MANAGEMENT INTERMEDIATE BOND PORTFOLIO

INSTITUTIONAL CLASS SHARES

STATEMENT OF ADDITIONAL INFORMATION

AUGUST 28, 1995

This Statement is not a Prospectus but should be read in conjunction
with The Regis Fund II's Prospectuses for the Chicago Asset Management
Value/Contrarian Portfolio Institutional Class Shares and Chicago Asset
Management Intermediate Bond Portfolio Institutional Class Shares dated
August 28, 1995. To obtain the Prospectuses, please call The Regis Service
Center:

1-800-638-7983

TABLE OF CONTENTS

PAGE
----

Investment Objectives and Policies . . . . . . . . . . . . . . . 2
Purchase of Shares . . . . . . . . . . . . . . . . . . . . . . . 8
Redemption of Shares . . . . . . . . . . . . . . . . . . . . . . 8
Shareholder Services . . . . . . . . . . . . . . . . . . . . . . 9
Investment Limitations . . . . . . . . . . . . . . . . . . . . . 10
Management of the Fund . . . . . . . . . . . . . . . . . . . . . 11
Investment Adviser . . . . . . . . . . . . . . . . . . . . . . . 13
Administrative Services. . . . . . . . . . . . . . . . . . . . . 13
Portfolio Transactions . . . . . . . . . . . . . . . . . . . . . 13
Performance Calculations . . . . . . . . . . . . . . . . . . . . 15
General Information. . . . . . . . . . . . . . . . . . . . . . . 18
Federal Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . 18
Financial Statements . . . . . . . . . . . . . . . . . . . . . . 19
Appendix-Description of Corporate Bond Ratings . . . . . . . . . A-1

<PAGE>

INVESTMENT OBJECTIVES AND POLICIES

The following policies supplement the investment objectives and
policies of the Chicago Asset Management Value/Contrarian Portfolio and
Chicago Asset Management Intermediate Bond Portfolio as set forth in the
Prospectuses for the Portfolios:

SECURITIES LENDING
Each Portfolio may lend its investment securities to qualified
institutional investors who need to borrow securities in order to complete
certain transactions, such as covering short sales, avoiding failures to
deliver securities or completing arbitrage operations. By lending its
investment securities, a Portfolio attempts to increase its income through
the receipt of interest on the loan. Any gain or loss in the market price
of the securities loaned that might occur during the term of the loan would
be for the account of the Portfolio. Each Portfolio may lend its investment
securities to qualified brokers, dealers, domestic and foreign banks or
other financial institutions, so long as the terms, the structure and the
aggregate amount of such loans are not inconsistent with the Investment
Company Act of 1940, as amended, (the "1940 Act") or the Rules and
Regulations or interpretations of the Securities and Exchange Commission
(the "Commission") thereunder, which currently require that (a) the borrower
pledge and maintain with the Portfolio collateral consisting of cash, an
irrevocable letter of credit issued by a domestic U.S. bank or securities
issued or guaranteed by the United States Government having a value at all
times not less than 100% of the value of the securities loaned, (b) the
borrower add to such collateral whenever the price of the securities loaned
rises (i.e., the borrower "marks to the market" on a daily basis), (c) the
loan be made subject to termination by the Portfolio at any time, and (d)
the Portfolio receives reasonable interest on the loan (which may include
the Portfolio investing any cash collateral in interest bearing short-term
investments). All relevant facts and circumstances, including the
creditworthiness of the broker, dealer or institution, will be considered in
making decisions with respect to the lending of securities, subject to
review by the Board of Trustees.

HEDGING STRATEGIES
Each Portfolio may engage in various portfolio strategies to hedge
against adverse movements in the equity, debt and currency markets. Each
Portfolio may buy or sell futures contracts, write (i.e., sell) covered
call options on its portfolio securities, purchase put and call options on
securities and engage in transactions in stock index options and stock index
futures, and related options on such futures. Each Portfolio may also enter
into foreign currency contracts to hedge against its foreign currency
movements. Each of these portfolio strategies is described below. Although
certain risks are involved in options and futures transactions, the Adviser
believes that, because the Portfolios will engage in options and futures
transactions only for hedging purposes, the options and futures portfolio
strategies of a Portfolio will not subject it to the risks frequently
associated with the speculative use of options and futures transactions.
While each Portfolio's use of hedging strategies is intended to reduce the
volatility of the net asset value of the Portfolio shares, the Portfolios'
net asset value will fluctuate. There can be no assurance that a
Portfolio's hedging transactions will be effective. Also, a Portfolio may
not necessarily be engaging in hedging activities when movements in any
particular equity, debt or currency market occur.

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS
The U.S. dollar value of the assets of the Portfolios may be affected
favorably or unfavorably by changes in foreign currency exchange rates and
exchange control regulations, and the Portfolios may incur costs in
connection with conversions between various currencies. The Portfolios will
conduct their foreign currency exchange transactions either on a spot (i.e.,
cash) basis at the spot rate prevailing in the foreign currency exchange
market, or through entering into forward contracts to purchase or sell
foreign currencies. A forward foreign currency exchange contract involves
an obligation to purchase or sell a specific currency at a future date,
which may be any fixed number of days from the date of the contract agreed
upon by the parties, at a price set at the time of the contract. These
contracts are traded in the interbank market and are conducted directly
between currency traders (usually large commercial banks) and their
customers. A forward contract generally has no deposit requirement, and no
commissions are charged at any stage for such trades.

2
<PAGE>

anticipates the receipt in a foreign currency of dividends or interest
payments on a security which it holds, the Portfolio may desire to "lock-in"
the U.S. dollar price of the security or the U.S. dollar equivalent of such
dividend or interest payment, as the case may be. By entering into a
forward contract for a fixed amount of dollars, for the purchase or sale of
the amount of foreign currency involved in the underlying transactions, the
Portfolio will be able to protect itself against a possible loss resulting
from an adverse change in the relationship between the U.S. dollar and the
subject foreign currency during the period between the date on which the
security is purchased or sold, or on which the dividend or interest payment
is declared, and the date on which such payments are made or received.

Additionally, when either of the Portfolios anticipates that the
currency of a particular foreign country may suffer a substantial decline
against the U.S. dollar, it may enter into a forward contract for a fixed
amount of dollars to sell the amount of foreign currency approximating the
value of some or all of such Portfolio's securities denominated in such
foreign currency. The precise matching of the forward contract amounts and
the value of the securities involved will not generally be possible since
the future value of securities in foreign currencies will change as a
consequence of market movements in the value of these securities between the
date on which the forward contract is entered into and the date it matures.
The projection of short-term currency market movement is extremely
difficult, and the successful execution of a short-term hedging strategy is
highly uncertain. Neither Portfolio intends to enter into such forward
contracts to protect the value of portfolio securities on a regular or
continuous basis. The Portfolios will not enter into such forward contracts
or maintain a net exposure to such contracts where the consummation of the
contracts would obligate such Portfolio to deliver an amount of foreign
currency in excess of the value of such Portfolio's securities or other
assets denominated in that currency.

Under normal circumstances, consideration of the prospect for currency
parities will be incorporated into the long-term investment decisions made
with regard to overall diversification strategies. However, the management
of the Fund believes that it is important to have the flexibility to enter
into such forward contracts when it determines that the best interests of
the performance of each Portfolio will thereby be served. The Fund's
Custodian will place cash, U.S. government securities, or high-grade debt
securities into a segregated account in an amount equal to the value of such
Portfolio's total assets committed to the consummation of forward foreign
currency exchange contracts. If the value of the securities placed in the
segregated account declines, additional cash or securities will be placed in
the account on a daily basis so that the value of the account will be equal
to the amount of such Portfolio's commitments with respect to such
contracts.

The Portfolios generally will not enter into a forward contract with a
term of greater than one year. At the maturity of a forward contract, a
Portfolio may either sell the portfolio security and make delivery of the
foreign currency, or it may retain the security and terminate its
contractual obligation to deliver the foreign currency by purchasing an
"offsetting" contract with the same currency trader obligating it to
purchase, on the same maturity date, the same amount of the foreign
currency.

It is impossible to forecast with absolute precision the market value
of a particular portfolio security at the expiration of the contract.
Accordingly, it may be necessary for a Portfolio to purchase additional
foreign currency on the spot market (and bear the expense of such purchase)
if the market value of the security is less than the amount of foreign
currency that such Portfolio is obligated to deliver and if a decision is
made to sell the security and make delivery of the foreign currency.

If a Portfolio retains the portfolio security and engages in an
offsetting transaction, such Portfolio will incur a gain or loss (as
described below) to the extent that there has been movement in forward
contract prices. Should forward prices decline during the period between a
Portfolio entering into a forward contract for the sale of a foreign
currency and the date it enters into an offsetting contract for the purchase
of the foreign currency, such Portfolio will realize a gain to the extent
that the price of the currency it has agreed to sell exceeds the price of
the currency it has agreed to purchase. Should forward prices increase,
such Portfolio would suffer a loss to the extent that the price of the
currency it has agreed to purchase exceeds the price of the currency it has
agreed to sell.

Each of the Portfolios' dealings in forward foreign currency exchange
contracts will be limited to the transactions described above. Of course,
the Portfolios are not required to enter into such transactions with regard
to their foreign currency-denominated securities. It also should be
realized that this method of protecting the value of portfolio securities
against a decline in the value of a currency does not eliminate fluctuations
in the underlying prices of the securities. It simply establishes a rate of
exchange which one can achieve at some future point in time. Additionally,
although such

3
<PAGE>

contracts tend to minimize the risk of loss due to a decline in the value of
the hedged currency, at the same time, they tend to limit any potential gain
which might result should the value of such currency increase.

FUTURES CONTRACTS
Each Portfolio may enter into futures contracts for the purposes of
hedging, remaining fully invested and reducing transactions costs. Futures
contracts provide for the future sale by one party and purchase by another
party of a specified amount of a specific security at a specified future
time and at a specified price. Futures contracts which are standardized as
to maturity date and underlying financial instrument are traded on national
futures exchanges. Futures exchanges and trading are regulated under the
Commodity Exchange Act by the Commodity Futures Trading Commission ("CFTC"),
a U.S. Government agency.

Although futures contracts by their terms call for actual delivery or
acceptance of the underlying securities, in most cases the contracts are
closed out before the settlement date without the making or taking of
delivery. Closing out an open futures position is done by taking an
opposite position ("buying" a contract which has previously been "sold" or
"selling" a contract previously "purchased") in an identical contract to
terminate the position. Brokerage commissions are incurred when a futures
contract is bought or sold.

Futures traders are required to make a good faith margin deposit in
cash or acceptable securities with a broker or custodian to initiate and
maintain open positions in futures contracts. A margin deposit is intended
to assure completion of the contract (delivery or acceptance of the
underlying security) if it is not terminated prior to the specified delivery
date. Minimal initial margin requirements are established by the futures
exchange and may be changed. Brokers may establish deposit requirements
which are higher than the exchange minimums. Futures contracts are
customarily purchased and sold on margin that may range upward from less
than 5% of the value of the contract being traded. After a futures contract
position is opened, the value of the contract is marked to market daily. If
the futures contract price changes to the extent that the margin on deposit
does not satisfy margin requirements, payment of additional "variation"
margin will be required. Conversely, change in the contract value may
reduce the required margin, resulting in a repayment of excess margin to the
contract holder. Variation margin payments are made to and from the futures
broker for as long as the contract remains open. The Portfolios expect to
earn interest income on its margin deposits.

Traders in futures contracts may be broadly classified as either
"hedgers" or "speculators". Hedgers use the futures markets primarily to
offset unfavorable changes in the value of securities otherwise held for
investment purposes or expected to be acquired by them. Speculators are
less inclined to own the securities underlying the futures contracts which
they trade and use futures contracts with the expectation of realizing
profits from a fluctuation in interest rates. The Portfolios intend to use
futures contracts only for hedging purposes.

Although techniques other than the sale and purchase of futures
contracts could be used to control the Portfolio's exposure to market
fluctuations, the use of futures contracts may be a more effective means of
hedging this exposure. While the Portfolio will incur commission expenses
in both opening and closing out futures positions, these costs are lower
than transaction costs incurred in the purchase and sale of the underlying
securities.

4
<PAGE>

RISK FACTORS IN FUTURES TRANSACTIONS
A Portfolio will minimize the risk that it will be unable to close out
a futures position by only entering into futures which are traded on
national futures exchanges and for which there appears to be a liquid
secondary market. However, there can be no assurance that a liquid secondary
market will exist for any particular futures contract at any specific time.
Thus, it may not be possible to close a futures position. In the event of
adverse price movements, a Portfolio would continue to be required to make
daily cash payments to maintain its required margin. In such situations, if
the Portfolio has insufficient cash, it may have to sell securities to meet
daily margin requirements at a time when it may be disadvantageous to do so.
In addition, a Portfolio may be required to make delivery of the instruments
underlying futures contracts it holds. The inability to close futures
positions also could have an adverse impact on a Portfolio's ability to
effectively hedge.

The risk of loss in trading futures contracts in some strategies can be
substantial due both to the low margin deposits required and the extremely
high degree of leverage involved in futures pricing. As a result, a
relatively small price movement in a futures contract may result in
immediate and substantial loss (as well as gain) to the investor. For
example, if at the time of purchase, 10% of the value of the futures
contract is deposited as margin, a subsequent 10% decrease in the value of
the futures contract would result in a total loss of the margin deposit,
before any deduction for the transaction costs, if the account were then
closed out. A 15% decrease would result in a loss equal to 150% of the
original margin deposit if the contract were closed out. Thus, a purchase
or sale of a futures contract may result in excess of the amount invested in
the contract. However, because the futures strategies of the Portfolios are
engaged in only for hedging purposes, the Adviser does not believe that the
Portfolios are subject to the risks of loss frequently associated with
futures transactions. A Portfolio would presumably have sustained
comparable losses if, instead of the futures contract, it had invested in
the underlying financial instrument and sold it after the decline.

Most futures exchanges limit the amount of fluctuation permitted in
futures contract prices during a single trading day. The daily limit
establishes the maximum amount that the price of a futures contract may vary
either up or down from the previous day's settlement price at the end of a
trading session. Once the daily limit has been reached in a particular type
of contract, no trades may be made on that day at a price beyond that limit.
The daily limit governs only price movement during a particular trading day
and, therefore, does not limit potential losses because the limit may
prevent the liquidation of unfavorable positions. Futures contract prices
have occasionally moved to the daily limit for several consecutive trading
days, with little or no trading, thereby preventing prompt liquidation of
futures positions and subjecting some futures traders to substantial losses.

OPTIONS
The Portfolios may purchase and sell put and call options on securities
and futures contracts for hedging purposes. Investments in options involve
some of the same considerations that are involved in connection with
investments in futures contracts (e.g., the existence of a liquid secondary
market). In addition, the purchase of an option also entails the risk that
changes in the value of the underlying security or contract will not be
fully reflected in the value of the option purchased. Depending on the
pricing of the option compared to either the futures contract on which it is
based or the price of the securities being hedged, an option may or may not
be less risky than ownership of the futures contract or such securities. In
general, the market prices of options can be expected to be more volatile
than the market prices on the underlying futures contract or securities.

5
<PAGE>

PURCHASING OPTIONS
The amount of any appreciation in the value of the underlying security
subject to a put will be partially offset by the amount of the premium paid
for the put option and any related transaction costs. Prior to its
expiration, a put option may be sold in a closing sale transaction and
profit or loss from a sale will depend on whether the amount received is
more or less than the premium paid for the put option plus the related
transaction costs. A closing sale transaction cancels out a Portfolio's
position as purchaser of an option by means of an offsetting sale of an
identical option prior to the expiration of the option it has purchased. In
certain circumstances, a Portfolio may purchase call options on securities
held in its investment portfolio on which it has written call options or on
securities which it intends to purchase.

OPTIONS ON FOREIGN CURRENCIES
The Portfolios may purchase and write options on foreign currencies for
hedging purposes in a manner similar to that in which futures contracts on
foreign currencies, or forward contracts, will be utilized. For example, a
decline in the dollar value of a foreign currency in which portfolio
securities are denominated will reduce the dollar value of such securities,
even if their value in the foreign currency remains constant. In order to
protect against such diminutions in the value of portfolio securities, the
Portfolios may purchase put options on the foreign currency. If the value
of the currency does decline, the Portfolio will have the right to sell such
currency for a fixed amount in dollars and will thereby offset, in whole or
in part, the adverse effect on its portfolio which otherwise would have
resulted.

Each Portfolio may write options on foreign currencies for the same
types of hedging purposes. For example, where a Portfolio anticipates a
decline in the dollar value of foreign currency denominated securities due
to adverse fluctuations in exchange rates it could, instead of purchasing a
put option, write a call option on the relevant currency. If the
anticipated decline occurs, the option will most likely not be exercised,
and the diminution in value of portfolio securities will be offset by the
amount of the premium received.

Similarly, instead of purchasing a call option to hedge against an
anticipated increase in the dollar cost of securities to be acquired, a
Portfolio could write a put option on the relevant currency which, if rates
move in the manner projected, will expire unexercised and allow the
Portfolio to hedge such increased cost up to the amount of the premium. As
in the case of other types of options, however, the writing of a foreign
currency option will constitute only a partial hedge up to the amount of the
premium, and only if rates move in the expected direction. If this does not
occur, the option may be exercised and a Portfolio would be required to
purchase or sell the underlying currency at a loss which may not be offset
by the amount of the premium. Through the writing of options on foreign
currencies, a Portfolio also may be required to forego all or a portion of
the benefits which might otherwise have been obtained from favorable
movements in exchange rates.

Each Portfolio intends to write covered call options on foreign
currencies. A call option written on a foreign currency by a Portfolio is
"covered" if the Portfolio owns the underlying foreign currency covered by
the call or has an absolute and immediate right to acquire that foreign
currency without additional cash consideration (or for additional cash
consideration held in a segregated account by the Custodian) upon conversion
or exchange of other foreign currency held in its portfolio. A call option
is also covered if a Portfolio has a call on the same foreign currency and
in the same principal amount as the call written where the exercise price of
the call held (a) is equal to or less than the exercise price of the call
written or (b) is greater than the exercise price of the call written if the
difference is maintained by the Portfolio in cash, U.S. government
securities or other high grade liquid debt securities in a segregated
account with the Custodian.

6
<PAGE>

is denominated in the currency underlying the option due to an adverse
change in the exchange rate. In such circumstances, the Portfolio will
collateralize the option by maintaining in a segregated account with the
Custodian, cash or U.S. government securities or other high grade liquid
debt securities in an amount not less than the value of the underlying
foreign currency in U.S. dollars marked to market daily.

RISKS OF OPTIONS ON FUTURES CONTRACTS, FORWARD CONTRACTS AND OPTIONS ON
FOREIGN CURRENCIES
Options on foreign currencies and forward contracts are not traded on
contract markets regulated by the CFTC or (with the exception of certain
foreign currency options) by the Commission. To the contrary, such
instruments are traded through financial institutions acting as market-
makers, although foreign currency options are also traded on certain
national securities exchanges, such as the Philadelphia Stock Exchange and
the Chicago Board Options Exchange, subject to the regulation of the
Commission. Similarly, options on currencies may be traded over-the-
counter. In an over-the-counter trading environment, many of the protection
afforded to exchange participants will not be available. For example, there
are no daily price fluctuation limits, and adverse market movements could
therefore continue to an unlimited extent over a period of time. Although
the purchase of an option cannot lose more than the amount of the premium
plus related transaction costs, this entire amount could be lost. Moreover,
the option writer and a trader of forward contracts could lose amounts
substantially in excess of their initial investments, due to the margin and
collateral requirements associated with such positions.

Options on foreign currencies traded on national securities exchanges
are within the jurisdiction of the Commission, as are other securities
traded on such exchanges. As a result, many of the protections provided to
traders on organized exchanges will be available with respect to such
transactions. In particular, all foreign currency option positions entered
into on a national securities exchange are cleared and guaranteed by the
Options Clearing Corporation ("OCC"), thereby reducing the risk of
counterparty default. Furthermore, a liquid secondary market in options
traded on a national securities exchange may be more readily available than
in the over-the-counter market, potentially permitting the Portfolios to
liquidate open positions at a profit prior to exercise or expiration, or to
limit losses in the event of adverse market movements.

The purchase and sale of exchange-traded foreign currency options,
however, is subject to the risks of the availability of a liquid secondary
market described above, as well as the risks regarding adverse market
movements, margining of options written, the nature of the foreign currency
market, possible intervention by governmental authorities and the effect of
other political and economic events. In addition, exchange-traded options of
foreign currencies involve certain risks not presented by the over-the-
counter market. For example, exercise and settlement of such options must be
made exclusively through the OCC, which has established banking
relationships in applicable foreign countries for this purpose. As a result,
the OCC may, if it determines that foreign governmental restrictions or
taxes would prevent the orderly settlement of foreign currency option
exercises, or would result in undue burdens on the OCC or its clearing
member, impose special procedures on exercise and settlement, such as
technical changes in the mechanics of delivery of currency, the fixing of
dollar settlement prices or prohibitions, on exercise.

In addition, futures contracts, options on futures contracts, forward
contracts and options of foreign currencies may be traded on foreign
exchanges. Such transactions are subject to the risk of governmental actions
affecting trading in, or the prices of, foreign currencies or securities.
The value of such positions also could be adversely affected by (i) other
complex foreign political and economic factors, (ii) lesser availability
than in the United States of data on which to make a trading decision,
(iii) delays in a Portfolio's ability to act upon economic events occurring in
foreign markets during non-business hours in the United States, (iv) the
imposition of different exercise and settlement terms and procedures and
margin requirements than in the United States, and (v) lesser trading
volume.

INTEREST RATE SWAP TRANSACTIONS
Each Portfolio may enter into swap contracts. A swap is an agreement to
exchange the return generated by one instrument for the return generated by
another instrument. The payment streams are calculated by reference to a
specific index and agreed upon notional amount. The term "specified index"
includes fixed interest rates, total return on interest rate indices and
fixed income indices, (as well as amounts derived from arithmetic operations
on these indices). For example, a Portfolio may agree to swap the return
generated by a fixed-income index for the return generated by a second
fixed-income index.

7
<PAGE>

only the net amount of the two payments. A Portfolio's obligations under a
swap agreement will be accrued daily (offsetting against any amounts owing
to the Portfolio) and any accrued but unpaid net amounts owed to a swap
counterparty will be covered by the maintenance of a segregated account
consisting of cash, U.S. government securities, or high grade debt
obligations, to avoid any potential leveraging of the Portfolio. Since swaps
will be entered into for good faith hedging purposes, the Adviser and the
Fund believe such obligations do not constitute "senior securities" under
the 1940 Act and, accordingly, will not treat them as being subject to its
borrowing restrictions.

Interest rate swaps do not involve the delivery of securities, other
underlying assets, or principal. Accordingly, the risk of loss with respect
to interest rate swaps is limited to the net amount of interest payments
that a Portfolio is contractually obligated to make. If the other party to
the interest rate swap defaults, a Portfolio's risk of loss consists of the
net amount of interest payments that a Portfolio is contractually entitled
to receive. If there is a default by the counterparty, the Portfolio may
have contractual remedies pursuant to the agreements related to the
transaction. The swap market has grown substantially in recent years with
a large number of banks and investment banking firms acting both as
principals and as agents utilizing standardized swap documentation. As a
result, the swap market has become relatively liquid.

PURCHASE OF SHARES

Shares of each Portfolio may be purchased without sales commission at
the net asset value per share next determined after an order is received in
proper form by the Fund, and payment is received by the Fund's custodian.
The minimum initial investment required for each Portfolio is $100,000 with
certain exceptions as may be determined from time to time by the officers of
the Fund. An order received in proper form prior to the 4:00 p.m. close of
the New York Stock Exchange (the "Exchange") will be executed at the price
computed on the date of receipt; and an order received not in proper form or
after the 4:00 p.m. close of the Exchange will be executed at the price
computed on the next day the Exchange is open after proper receipt. The
Exchange will be closed on the following days: Labor Day, September 4, 1995;
Thanksgiving Day, November 23, 1995; Christmas Day, December 25, 1995; New
Year's Day, January 1, 1996; President's Day, February 19, 1996; Good
Friday, April 5, 1996; Memorial Day, May 27, 1996, and Independence Day,
July 4, 1996.

REDEMPTION OF SHARES

Each Portfolio may suspend redemption privileges or postpone the date
of payment (1) during any period that both the Exchange and custodian bank
are closed or trading on the Exchange is restricted as determined by the
Commission, (2) during any period when an emergency exists as defined by the
rules of the Commission as a result of which it is not reasonably
practicable for a Portfolio to dispose of securities owned by it or to
fairly determine the value of its assets, and (3) for such other periods as
the Commission may permit. The Fund has made an election with the Commission
to pay in cash all redemptions requested by any shareholder of record
limited in amount during any 90-day period to the lesser of $250,000 or 1%
of the net assets of the Fund at the beginning of such period. Such
commitment is irrevocable without the prior approval of the Commission.
Redemptions in excess of the above limits may be paid, in whole or in part,
in investment securities or in cash as the Board of Trustees may deem
advisable; however, payment will be made wholly in cash unless the Board of
Trustees believe that economic or market conditions exist which would make
such a practice detrimental to the best interests of the Fund. If
redemptions are paid in investment securities, such securities will be
valued as set forth in the Prospectus under "How Share Prices are
Determined", and a redeeming shareholder would normally incur brokerage
expenses if those securities were converted to cash.

No charge is made by a Portfolio for redemptions. Any redemption may
be more or less than the shareholder's initial cost depending on the market
value of the securities held by the Portfolio.

SIGNATURE GUARANTEES
To protect your account, the Fund and Mutual Funds Service Company (the
"Administrator") from fraud, signature guarantees are required for certain
redemptions. Signature guarantees are required for (1) redemptions where the
proceeds are to be sent to someone other than the registered shareowner(s)
or the registered address or (2) share transfer requests. The purpose of
signature guarantees is to verify the identity of the party who has
authorized a redemption.

8
<PAGE>

Signatures must be guaranteed by an "eligible guarantor institution" as
defined in Rule 17Ad-15 under the Securities Exchange Act of 1934. Eligible
guarantor institutions include banks, brokers, dealers, credit unions,
national securities exchanges, registered securities associations, clearing
agencies and savings associations. A complete definition of eligible
guarantor institution is available from the Administrator. Broker-dealers
guaranteeing signatures must be a member of a clearing corporation or
maintain net capital of at least $100,000. Credit unions must be authorized
to issue signature guarantees. Signature guarantees will be accepted from
any eligible guarantor institution which participates in a signature
guarantee program.

The signature guarantee must appear either: (1) on the written request
for redemption; (2) on a separate instrument for assignment ("stock power")
which should specify the total number of shares to be redeemed; or (3) on
all stock certificates tendered for redemption and, if shares held by the
Fund are also being redeemed, on the letter or stock power.

SHAREHOLDER SERVICES

The following supplements the information set forth in the Portfolios'
Prospectuses under the heading "Buying, Selling and Exchanging Shares":

EXCHANGE PRIVILEGE
Institutional Class Shares of each Portfolio may be exchanged for
Institutional Class Shares of the other Portfolio. In addition,
Institutional Class Shares of each Portfolio may be exchanged for Shares of
any other Institutional Class Shares of a Portfolio included in The Regis
Family of Funds which is comprised of the Fund and The Regis Fund, Inc. (See
the list of Portfolios of The Regis Family of Funds at the end of each
Portfolio's Prospectus.) Exchange requests should be made by calling the
Fund (1-800-638-7983) or by writing to The Regis Fund II, The Regis Service
Center, c/o Mutual Funds Service Company, P.O. Box 2798, Boston, MA
02208-2798. The exchange privilege is only available with respect to
Portfolios that are registered for sale in the shareholder's state of
residence.

Exchange requests may be made either by mail or telephone. Telephone
exchanges will be accepted only if the certificates for the shares to be
exchanged are held by the Fund for the account of the shareholder and the
registration of the two accounts will be identical. Requests for exchanges
received prior to 4:00 p.m. (Eastern Time) will be processed as of the close
of business on the same day. Requests received after these times will be
processed on the next business day. Neither the Fund nor the Administrator
will be responsible for the authenticity of the exchange instructions
received by telephone. Exchanges may also be subject to limitations as to
amounts or frequency and to other restrictions established by the Board of
Trustees to assure that such exchanges do not disadvantage the Fund and its
shareholders.

For Federal income tax purposes an exchange between Portfolios is a
taxable event, and, accordingly, a capital gain or loss may be realized. In
a revenue ruling relating to circumstances similar to the Fund's, an
exchange between series of a Fund was also deemed to be a taxable event. It
is likely, therefore, that a capital gain or loss would be realized on an
exchange between Portfolios; you may want to consult your tax adviser for
further information in this regard. The exchange privilege may be modified
or terminated at any time.

9
<PAGE>

INVESTMENT LIMITATIONS

The following limitations supplement those set forth in the Prospectus.
Whenever an investment limitation sets forth a percentage limitation on
investment or utilization of assets, such limitation shall be determined
immediately after and as a result of a Portfolio's acquisition of such
security or other asset. Accordingly, any later increase or decrease
resulting from a change in values, net assets or other circumstances will
not be considered when determining whether the investment complies with a
Portfolio's investment limitations. Investment limitations (1), (2), (3) and
(4) are classified as fundamental. A Portfolio's fundamental investment
limitations cannot be changed without approval by a "majority of the
outstanding shares" (as defined in the 1940 Act) of the Portfolio. Each
Portfolio will not:

(1) invest in physical commodities or contracts on physical commodities;

(3) make loans except (i) by purchasing debt securities in accordance
with its investment objectives and (ii) by lending its portfolio
securities to banks, brokers, dealers and other financial
institutions so long as such loans are not inconsistent with the 1940
Act, or the rules and regulations or interpretations of the
Commission thereunder;

(4) underwrite the securities of other issuers;

(5) invest in stock, bond or interest rate futures and/or options on
futures unless (i) not more than 5% of the Portfolio's assets are
required as deposit to secure obligations under such futures and/or
options on futures contracts provided, however, that in the case of
an option that is in-the-money at the time of purchase, the in-the-
money amount may be excluded in computing such 5% and (ii) not more
than 20% of the Portfolio's assets are invested in stock or bond
futures and options;

(6) purchase on margin or sell short except as specified in (5) above;

(8) invest more than an aggregate of 15% of the net assets of the
Portfolio, determined at the time of investment, in securities
subject to legal or contractual restrictions on resale or securities
for which there are no readily available markets;

(9) invest for the purpose of exercising control over management of any
company;

(10) write or acquire options or interests in oil, gas, mineral leases or
other mineral exploration or development programs; and

(11) invest in warrants, valued at the lower of cost or market, in excess
of 5.0% of the value of the Portfolio's net assets. Included within
that amount, but not to exceed 2.0% of the value of the Portfolio's
net assets, may be warrants that are not listed on the New York or
American Stock Exchanges. Warrants attached to securities are not
subject to this limitation.

10
<PAGE>

MANAGEMENT OF THE FUND

TRUSTEES AND OFFICERS
The Officers of the Fund manage its day-to-day operations and are
responsible to the Fund's Board of Trustees. The Trustees set broad policies
for the Fund and elect its Officers. The following is a list of the Trustees
and Officers of the Fund and a brief statement of their present positions
and principal occupations during the past five years.

<TABLE>
<S> <C>
MARY RUDIE BARNEBY* Trustee and Executive Vice President of the Fund; President of Regis Retirement Plan
1140 Avenue of the Americas Services, Inc. since 1993. Formerly responsible for Defined Contribution Plan Services
New York, NY 10036 at a division of the Equitable Companies and at the Dreyfus Corporation.

JOHN T. BENNETT, JR. Trustee of the Fund; President of Squam Investment Management Company, Inc. and Great
College Road - RFD 3 Island Investment Company, Inc.; President of Bennett Management Company from 1988 to
Meredith, NH 03253 1993.

J. EDWARD DAY Trustee of the Fund; Retired Partner in the Washington office of the law firm Squire,
5804 Brookside Drive Sanders & Dempsey; Director, Medical Mutual Liability Insurance Society of Maryland;
Chevy Chase, MD 20815 formerly, Chairman of the Montgomery County, Maryland, Revenue Authority.

PHILIP D. ENGLISH Trustee of the Fund; President and Chief Executive Officer of Broventure Company, Inc.;
16 West Madison Street Director of Chektec Inc., BioTrax, Inc. and Cyber Scientific, Inc.
Baltimore, MD 21201

WILLIAM A. HUMENUK Trustee of the Fund; Partner in the Philadelphia office of the law firm Dechert Price &
4000 Bell Atlantic Tower Rhoads; Director, Hofler Corp.
1717 Arch Street
Philadelphia, PA 19103

NORTON H. REAMER* Trustee, President and Chairman of the Fund; President, Chief Executive Officer and a
One International Place Director of United Asset Management Corporation; Director, Partner or Trustee of each
Boston, MA 02110 of the Investment Companies of the Eaton Vance Group of Mutual Funds.

PETER M. WHITMAN, JR.* Trustee of the Fund; President and Chief Investment Officer of Dewey Square Investors
One Financial Center Corporation ("DSI") since 1988; Director and Chief Executive Officer of
Boston, MA 02111 H. T. Investors, Inc., a subsidiary of DSI.

WILLIAM H. PARK* Vice President and Assistant Treasurer of the Fund; Executive Vice President and Chief
One International Place Financial Officer of United Asset Management Corporation.
Boston, MA 02110

ROBERT R. FLAHERTY* Treasurer of the Fund; Manager of Fund Administration and Compliance of the Administrator
73 Tremont Street since March 1995; Formerly Senior Manager of Deloitte & Touche LLP from 1985 to 1995.
Boston, MA 02108

KARL O. HARTMANN* Secretary of the Fund; Senior Vice President, Secretary and General Counsel of
73 Tremont Street Administrator; Senior Vice President, Secretary and General Counsel of Leland, O'Brien,
Boston, MA 02108 Rubinstein Associates, Inc., from November 1990 to November 1991; Vice President and
Associate General Counsel of The Boston Company Advisors, Inc. from August 1988 to
November 1990.

HARVEY M. ROSEN* Assistant Secretary of the Fund; Senior Vice President of the Administrator.
73 Tremont Street
Boston, MA 02108

</TABLE>

_______________
* These people are deemed to be "interested persons" of the Fund as that
term is defined in the 1940 Act.

11
<PAGE>

REMUNERATION OF TRUSTEES AND OFFICERS
The Fund pays each Trustee, who is not also an officer or affiliated
person, a $150 quarterly retainer fee per active Portfolio which currently
amounts to $450 per quarter. In addition, each unaffiliated Trustee
receives a $2,000 meeting fee which is aggregated for all the Trustees and
allocated proportionately among the Portfolios of the Fund and The Regis
Fund, Inc. as well as AEW Commercial Mortgage Securities Fund, Inc. and
reimbursement for travel and other expenses incurred while attending Board
meetings. Trustees who are also officers or affiliated persons receive no
remuneration for their service as Trustees. The Fund's officers and
employees are paid by either the Adviser, United Asset Management
Corporation ("UAM"), or the Administrator and receive no compensation from
the Fund. The following table shows aggregate compensation paid to each of
the Fund's Trustees by the Fund and total compensation paid by the Fund,
The Regis Fund, Inc. and AEW Commercial Mortgage Securities Fund, Inc.
(collectively the "Fund Complex") in the fiscal year ended April 30, 1995.

COMPENSATION TABLE

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------

(1) (2) (3) (4) (5)

Pension or Total Compensation
Aggregate Retirement Benefits Estimated Annual from Registrant and
Name of Person, Compensation Accrued as Part of Benefits Upon Fund Complex Paid to
Position From Registrant* Fund Expenses Retirement Trustees

- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
John T. Bennett, Jr.,
Trustee $1,832 0 0 $24,650

J. Edward Day,
Trustee $1,832 0 0 $24,650

Philip D. English,
Trustee $1,832 0 0 $24,650

William A. Humenuk,
Trustee $1,832 0 0 $24,650

</TABLE>

* Since the Registrant did not complete its first full year since its
organization, the table above represents aggregate compensation on an
annualized basis for the fiscal year ended April 30, 1995.

PRINCIPAL HOLDERS OF SECURITIES
As of July 31, 1995, the following persons or organizations held of
record or beneficially 5% or more of the shares of a Portfolio, as noted.

CHICAGO ASSET MANAGEMENT VALUE/CONTRARIAN PORTFOLIO: JOHN F.
MCNAMARA, NORTON H. REAMER, WILLIAM H. PARK, TRUSTEES, UAM PROFIT SHARING
& 401(K) PLAN, CHICAGO, ILLINOIS, 79.5%*; U.S. TRUST COMPANY OF NEW YORK,
TRUSTEE, PERFORMANCE ANALYTICS, INC. PROFIT SHARING PLAN, NEW YORK, NEW
YORK, 10.2%*; DONALDSON, LUFKIN & JENRETTE SECS. CORP., JERSEY CITY, NEW
JERSEY, 6.4%*.

CHICAGO ASSET MANAGEMENT INTERMEDIATE BOND PORTFOLIO: EDWARD W.
USHER, FRANCIS X. MCCARTIN, TRUSTEES, PIPE FITTERS' PENSION FUND
LOCAL 597, CHICAGO, ILLINOIS, 96.7%*.

The persons or organizations listed above as owning 25% or more of
the outstanding shares of a Portfolio may be presumed to "control" (as
that term is defined in the 1940 Act) such Portfolio. As a result, those
persons or organizations could have the ability to vote a majority of the
shares of the Portfolio on any matter requiring the approval of
shareholders of such Portfolio.
_______________
* Denotes shares held by a trustee or other fiduciary for which beneficial
ownership is disclaimed or presumed disclaimed.

12
<PAGE>

INVESTMENT ADVISER

CONTROL OF ADVISER
Chicago Asset Management Company (the "Adviser") is a wholly-owned
subsidiary of UAM, a holding company incorporated in Delaware in December
1980 for the purpose of acquiring and owning firms engaged primarily in
institutional investment management. Since its first acquisition in August
1983, UAM has acquired or organized approximately 44 such wholly-owned
affiliated firms (the "UAM Affiliated Firms"). UAM believes that
permitting UAM Affiliated Firms to retain control over their investment
advisory decisions is necessary to allow them to continue to provide
investment management services that are intended to meet the particular
needs of their respective clients.

Accordingly, after acquisition by UAM, UAM Affiliated Firms continue
to operate under their own firm name, with their own leadership and
individual investment philosophy and approach. Each UAM Affiliated Firm
manages its own business independently on a day-to-day basis. Investment
strategies employed and securities selected by UAM Affiliated Firms are
separately chosen by each of them. Several UAM Affiliated Firms also act
as investment advisers to separate series or Portfolios of The Regis Fund,
Inc., a registered investment company.

ADVISORY FEES
As compensation for services rendered by the Adviser under the
Investment Advisory Agreements, the Portfolio pays the Adviser an annual
fee in monthly installments, calculated by applying the following annual
percentage rates to each Portfolio's average daily net assets for the
month:

Chicago Asset Management Value/Contrarian Portfolio. . . . . 0.625%
Chicago Asset Management Intermediate Bond Portfolio . . . . 0.48%

From December 16, 1994 (date of commencement) to April 30, 1995, the
Chicago Asset Management Value/Contrarian Portfolio paid advisory fees of
$0. During this period, the Adviser voluntarily waived advisory fees of
$1,261. Until April 30, 1996, the Adviser has voluntarily agreed to waive
its advisory fees or reimburse expenses, if necessary, in order to keep
the Portfolio's total annual operating expenses from exceeding 0.95%.

For the period from January 24, 1995 (date of commencement) to April 30,
1995, the Chicago Asset Management Intermediate Bond Portfolio paid advisory
fees of $0. During this period, the Adviser voluntarily waived advisory fees
of $6,578. Until April 30, 1996, the Adviser has voluntarily agreed to waive
its advisory fees or reimburse expenses, if necessary, in order to keep the
Portfolio's total annual operating expenses from exceeding 0.80%.

ADMINISTRATIVE SERVICES

For the period ended April 30, 1995, administrative services fees
paid to the Administrator by the Chicago Asset Management Value/Contrarian
Portfolio and the Chicago Asset Management Intermediate Bond Portfolio
totaled $12,304 and $9,785, respectively. The services provided by the
Administrator and the current fees payable to the Administrator are
described in the Portfolios' Prospectuses.

PORTFOLIO TRANSACTIONS

The Investment Advisory Agreements authorize the Adviser to select
the brokers or dealers that will execute the purchases and sales of
investment securities for the Portfolios and directs the Adviser to use
its best efforts to obtain the best execution with respect to all
transactions for the Portfolios. The Adviser may, however, consistent with
the interests of the Portfolios, select brokers on the basis of the
research, statistical and pricing services they provide to the Portfolios.
Information and research received from such brokers will be in addition
to, and not in lieu of, the services required to be performed by the
Adviser under the Investment Advisory Agreements. A commission paid to
such brokers may be higher than that which another qualified broker would
have charged for effecting the same transaction, provided that such
commissions are paid in compliance with the Securities Exchange Act of
1934, as amended, and that the Adviser determines in good faith that such
commission is reasonable in terms either of the transaction or the overall
responsibility of the Adviser to the Portfolios and the Adviser's other
clients.

13
<PAGE>

Some securities considered for investment by the Portfolios may also
be appropriate for other clients served by the Adviser. If purchases or
sales of securities consistent with the investment policies of a Portfolio
and one or more of these other clients served by the Adviser is considered
at or about the same time, transactions in such securities will be
allocated among the Portfolio and clients in a manner deemed fair and
reasonable by the Adviser. Although there is no specified formula for
allocating such transactions, the various allocation methods used by the
Adviser, and the results of such allocations, are subject to periodic
review by the Fund's Board of Trustees.

ADVISER'S HISTORICAL PERFORMANCE
Set forth below is certain performance data provided by the Adviser
relating to the composite of its equity and fixed income clients. The
equity accounts had the same investment objective as the Chicago Asset
Management Value/Contrarian Portfolio and the fixed income accounts had
the same objective as the Chicago Asset Management Intermediate Bond
Portfolio and were managed using substantially similar, though not in all
cases, identical investment strategies and techniques as those
contemplated for use by the respective Portfolios. See "Details on
Investment Policies" in the Prospectuses.

THE RESULTS PRESENTED ARE NOT INTENDED TO PREDICT OR SUGGEST THE
RETURN TO BE EXPERIENCED BY THE PORTFOLIOS OR THE RETURN AN INVESTOR MIGHT
ACHIEVE BY INVESTING IN THE PORTFOLIOS. However, results may differ
because of, among other things, differences in brokerage commissions,
account expenses, including investment advisory fees, the size of
positions taken in relation to account size, diversification of
securities, timing of purchases and sales, availability of cash for new
investments and the private character of the accounts compared with the
Portfolios and its shareholders. Investors should be aware that the use of
methods of determining performance different from that used below could
result in different performance data. The performance data shown is that
of the Adviser's private accounts and is not indicative of the Portfolios'
future performance.

INVESTORS SHOULD NOT RELY ON THE FOLLOWING PERFORMANCE DATA AS AN
INDICATOR OF THE PORTFOLIOS' FUTURE PERFORMANCE:

<TABLE>
<CAPTION>
Compound
Annualized
Since
Individual Years Inception
Ended 12/31 YTD 5/1/84-
(Unaudited) 1984 1985 1986 1987 1988 1989 1990 1991 1992 1993 1994 1995 06/30/95
- ---------------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Chicago Asset Management
Equity Returns 11.3% 39.7% 22.4% 4.8% 27.7% 22.4% (9.5) 31.3% 14.7% 13.7% 7.6% 18.7% 17.7%

S&P 500 Stock Index 7.9 32.0 18.4 5.2 16.8 31.6 (3.2) 30.6 7.6 10.1 1.3 20.2 15.5

</TABLE>

<TABLE>
<CAPTION>
Compound
Annualized
Since
Individual Years Inception
Ended 12/31 YTD 2/1/84-
(Unaudited) 1984 1985 1986 1987 1988 1989 1990 1991 1992 1993 1994 1995 06/30/95
- ---------------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>

Chicago Asset Management
Fixed Income Returns 14.4% 22.8% 15.2% 1.4% 6.9% 12.9% 8.9% 16.9% 8.7% 10.9% (2.5)% 10.7% 11.1%

Lehman Bros. Intermediate
Govt./Corp. Index 12.5 18.1 13.1 3.7 6.7 12.8 9.2 14.6 7.2 8.8 (1.9) 9.6 10.0

</TABLE>

<PAGE>

NOTE:

1. All CAMCo and Benchmark Performance reflects reinvested interest
income and dividends.

2. Performance figures reflect the deduction of 0.4% average
investment advisory fee for equities and 0.3% deduction for bonds.
An actual fee charged to an individual portfolio may vary by size
and type of fund. On a worse case basis, annual performance for
equities and bonds could be reduced by as much as 1% and 5/8%,
respectively, as a result of a management fee. This could have
a compounding effect if extended over several years.

3. The equity-only composite includes every equity account since
inception of the firm. No accounts have been excluded. As of
6/30/95, this composite included all 31 equity portfolios,
including the equity-only portions of balanced accounts, totaling
$1.1 billion, which is 100% of the equity assets under
management/advisory. Because this is an equity-only composite,
cash reserves/equivalents are not included.

4. The fixed income-only composite includes every fixed income account
since inception of the firm. No accounts have been excluded. As of
6/30/95, this composite included all 23 fixed income portfolios,
including the fixed income portion of balanced accounts, totaling
$529 million, which is 100% of the fixed income assets under
management/advisory. Because this is a fixed income-only composite,
cash reserves/equivalents are not included.

PERFORMANCE CALCULATIONS

PERFORMANCE

The Portfolios may from time to time quote various performance figures
to illustrate past performance. Performance quotations by investment
companies are subject to rules adopted by the Commission, which require the
use of standardized performance quotations or, alternatively, that every
non-standardized performance quotation furnished by the Fund be accompanied
by certain standardized performance information computed as required by the
Commission. An explanation of those and other methods used to compute or
express performance follows.

YIELD

Current yield reflects the income per share earned by a Portfolio's
investment. The current yield of a Portfolio is determined by dividing the
net investment income per share earned during a 30-day base period by the
maximum offering price per share on the last day of the period and
annualizing the result. Expenses accrued for the period include any fees
charged to all shareholders during the base period. The yield for the
Intermediate Bond Portfolio for the 30-day period ended on April 30, 1995 was
6.41%.

This figure is obtained using the following formula:

6
Yield = 2[(a-b + 1 ) - 1]
---
cd
where:

a = dividends and interest earned during the period
b = expenses accrued for the period (net of reimbursements)
c = the average daily number of shares outstanding during the period that
were entitled to receive income distributions
d = the maximum offering price per share on the last day of the period.

TOTAL RETURN

The average annual total return of a Portfolio is determined by finding
the average annual compounded rates of return over 1, 5 and 10 year periods
that would equate an initial hypothetical $1,000 investment to its ending
redeemable value. The calculation assumes that all dividends and
distributions are reinvested when paid. The quotation assumes the amount was
completely redeemed at the end of each 1, 5 and 10 year period and the
deduction of all applicable Fund expenses on an annual basis.

The cumulative total return for the Chicago Asset Management
Value/Contrarian Portfolio and the Chicago Asset Management Intermediate Bond
Portfolio from the date of their inception to the date of the financial
statements included herein is 11.81% and 4.31%, respectively.

<PAGE>

Average annual total return figures are calculated according to the
following formula:

n
P(1+T) = ERV

where:

P = a hypothetical initial payment of $1,000
T = average annual total return
n = number of years
ERV = ending redeemable value of a hypothetical $1,000 payment made at
the beginning of the 1, 5 or 10 year periods at the end of the 1, 5
or 10 year periods (or fractional portion thereof).

COMPARISONS

To help investors better evaluate how an investment in either Portfolio
of the Fund might satisfy their investment objective, advertisements
regarding the Fund may discuss various measures of Fund performance as
reported by various financial publications. Advertisements may also compare
performance (as calculated above) to performance as reported by other
investments, indices and averages. The following publications, indices and
averages may be used:

(a) Dow Jones Composite Average or its component averages - an
unmanaged index composed of 30 blue-chip industrial corporation
stocks (Dow Jones Industrial Average), 15 utilities company stocks
and 20 transportation stocks. Comparisons of performance assume
reinvestment of dividends.

(b) Standard & Poor's 500 Stock Index or its component indices - an
unmanaged index composed of 400 industrial stocks, 40 financial
stocks, 40 utilities stocks and 20 transportation stocks.
Comparisons of performance assume reinvestment of dividend.

(c) The New York Stock Exchange composite or component indices -
unmanaged indices of all industrial, utilities, transportation and
finance stocks listed on the New York Stock Exchange.

(d) Wilshire 5000 Equity Index or its component indices - represents
the return on the market value of all common equity securities for
which daily pricing is available. Comparisons of performance assume
reinvestment of dividends.

(e) Lipper - Mutual Fund Performance Analysis and Lipper - Fixed Income
Fund Performance Analysis - measure total return and average current
yield for the mutual fund industry. Rank individual mutual fund
performance over specified time periods, assuming reinvestment of all
distributions, exclusive of any applicable sales charges.

(f) Morgan Stanley Capital International EAFE Index and World Index -
respectively, arithmetic, market value-weighted averages of the
performance of over 900 securities listed on the stock exchanges
of countries in Europe, Australia and the Far East, and over 1,400
securities listed on the stock exchanges of these continents,
including North America.

(g) Goldman Sachs 100 Convertible Bond Index - currently includes 67
bonds and 33 preferred. The original list of names was generated by
screening for convertible issues of 100 million or greater in market
capitalization. The index is priced monthly.

(h) Salomon Brothers GNMA Index - includes pools of mortgages originated
by private lenders and guaranteed by the mortgage pools of the
Government National Mortgage Association.

(i) Salomon Brothers High Grade Corporate Bond Index - consists of
publicly issued, non-convertible corporate bonds rated AA or AAA.
It is a value-weighted, total return index, including approximately
800 issues with maturities of 12 years or greater.

(j) Salomon Brothers Broad Investment Grade Bond - is a market-weighted
index that contains approximately 4,700 individually priced
investment grade corporate bonds rated BBB or better, U.S.
Treasury/agency issues and mortgage pass through securities.

(k) Lehman Brothers Long-Term Treasury Bond - is composed of all bonds
covered by the Lehman Brothers Treasury Bond Index with maturities
of 10 years or greater.

<PAGE>

(l) NASDAQ Industrial Index - is composed of more than 3,000 industrial
issues. It is a value-weighted index calculated on price change
only and does not include income.

(m) Value Line - composed of over 1,600 stocks in the Value Line
Investment Survey.

(n) Russell 2000 - composed of the 2,000 smallest stocks in the Russell
3000, a market value-weighted index of the 3,000 largest U.S.
publicly-traded companies.

(o) Composite Indices - 60% Standard & Poor's 500 Stock Index, 30%
Lehman Brothers Long-Term Treasury Bond and 10% U.S. Treasury bills;
70% Standard & Poor's 500 Stock Index and 30% NASDAQ Industrial
Index; 35% Standard & Poor's 500 Stock Index and 65% Salomon
Brothers High Grade Bond Index; all stocks on the NASDAQ system
exclusive of those traded on an exchange, and 65% Standard & Poor's
500 Stock Index and 35% Salomon Brothers High Grade Bond Index.

(p) CDA Mutual Fund Report published by CDA Investment Technologies,
Inc. - analyzes price, current yield, risk, total return and
average rate of return (average compounded growth rate) over
specified time periods for the mutual fund industry.

(q) Mutual Fund Source Book published by Morningstar, Inc. - analyzes
price, yield, risk and total return for equity funds.

(r) Financial publications: Business Week, Changing Times, Financial
World, Forbes, Fortune, Money, Barron's, Consumer's Digest,
Financial Times, Global Investor, Wall Street Journal and
Weisenberger Investment Companies Service -publications that rate
fund performance over specified time periods.

(s) Consumer Price Index (or Cost of Living Index), published by the
U.S. Bureau of Labor Statistics - a statistical measure of change
over time in the price of goods and services in major expenditure
groups.

(t) Stocks, Bonds, Bills and Inflation, published by Ibbotson
Associates - historical measure of yield, price and total
return for common and small company stock, long-term government
bonds, U.S. Treasury bills and inflation.

(u) Savings and Loan Historical Interest Rates - as published by the
U.S. Savings & Loan League Fact Book.

(v) Historical data supplied by the research departments of First
Boston Corporation; the J.P. Morgan companies; Salomon Brothers;
Merrill Lynch, Pierce, Fenner & Smith; Lehman Brothers, Inc.; and
Bloomberg L.P.

(w) Lehman Brothers Intermediate Government/Corporate Index is an
unmanaged index composed of a combination of the Government and
Corporate Bond Indices. All issues are investment grade (BBB) or
higher, with maturities of one to ten years and an outstanding par
value of at least $l00 million for U.S. government issues and
$25 million for others. The Government Index includes public
obligations of the U.S. Treasury, issues of government agencies,
and corporate debt backed by the U.S. government. The Corporate
Bond Index includes fixed-rate nonconvertible corporate debt. Also
included are Yankee Bonds and nonconvertible debt issued by or
guaranteed by foreign or international governments and agencies.
Any security downgraded during the month is held in the index until
month-end and then removed. All returns are market value weighted
inclusive of accrued income.

(x) Lehman Brothers Government/Corporate Index - is a combination of
the Government and Corporate Bond Indices. The Government Index
includes public obligations of the U.S. Treasury, issues of
government agencies, and corporate debt backed by the U.S.
government. The Corporate Bond Index includes fixed-rate
nonconvertible corporate debt. Also included are Yankee Bonds and
nonconvertible debt issued by or guaranteed by foreign or
international governments and agencies. All issues are investment
grade (BBB) or higher, with maturities of at least one year and an
outstanding par value of at least $100 million for U.S. government
issues and $25 million for others. Any security downgraded during
the month is held in the index until month-end and then removed.
All returns are market value weighted inclusive of accrued income.

<PAGE>

the formula used by the Portfolio to calculate its performance. In addition,
there can be no assurance that the Portfolio will continue this performance
as compared to such other averages.

GENERAL INFORMATION

DESCRIPTION OF SHARES AND VOTING RIGHTS

The Fund was organized under the name The Regis Fund II, as a Delaware
business trust on May 18, 1994. The Fund's Agreement and Declaration of Trust
permits the Fund to issue an unlimited number of shares of beneficial
interest, without par value. The Trustees have the power to designate one or
more series ("Portfolios") or classes of shares of beneficial interest
without further action by shareholders.

On each matter submitted to a vote of the shareholders, each holder of a
share shall be entitled to one vote for each whole share and a fractional
vote for each fractional share standing in his or her name on the books of
the Fund.

In the event of liquidation of the Fund, the holders of the shares of
each Portfolio or any class thereof that has been established and designated
shall be entitled to receive, when and as declared by the Trustees, the
excess of the assets belonging to that Portfolio, or in the case of a class,
belonging to that Portfolio and allocable to that class, over the liabilities
belonging to that Portfolio or class. The assets so distributable to the
holders of shares of any particular Portfolio or class thereof shall be
distributed to the holders in proportion to the number of shares of that
Portfolio or class thereof held by them and recorded on the books of the
Fund. The liquidation of any Portfolio or class thereof may be authorized at
any time by vote of a majority of the Trustees then in office.

Shareholders have no pre-emptive or other rights to subscribe to any
additional shares or other securities issued by the Fund or any Portfolio,
except as the Trustees in their sole discretion shall have determined by vote.

DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS

The Fund's policy is to distribute substantially all of each Portfolio's
net investment income, if any, together with any net realized capital gains
annually in the amount and at the times that will avoid both income
(including capital gains) taxes incurred and the imposition of the Federal
excise tax on undistributed income and capital gains. The amounts of any
income dividends or capital gains distributions cannot be predicted. See
discussion under "Dividends, Capital Gains Distributions and Taxes" in the
Prospectuses.

CODE OF ETHICS

The Fund has adopted a Code of Ethics which restricts to a certain
extent personal transactions by access persons of the Fund and imposes
certain disclosure and reporting obligations.

FEDERAL TAXES

<PAGE>

including gains from options, futures and forward contracts, derived with
respect to its business investing in stock, securities or currencies. Any
net gain realized from the closing out of futures contracts will, therefore,
generally be qualifying income for purposes of the 90% requirement.
Qualification as a regulated investment company also requires that less than
30% of a Portfolio's gross income be derived from the sale or other
disposition of stock, securities, options, futures or forward contracts
(including certain foreign currencies not directly related to the Fund's
business of investing in stock or securities) held less than three months. In
order to avoid realizing excessive gains on securities held for less than
three months, the Portfolio may be required to defer the closing out of
futures contracts beyond the time when it would otherwise be advantageous to
do so. It is anticipated that unrealized gains on futures contracts which
have been open for less than three months as of the end of a Portfolio's
taxable year, and which are recognized for tax purposes, will not be
considered gains on securities held for less than three months for the
purposes of the 30% test.

Except for transactions the Portfolios have identified as hedging
transactions, in general each Portfolio is required for Federal income tax
purposes to recognize as income for each taxable year its net unrealized
gains and losses on some forward currency and some futures contracts as of
the end of each taxable year as well as those actually realized during the
year. In most cases, any such gain or loss recognized with respect to a
regulated futures contract is considered to be 60% long-term capital gain or
loss and 40% short-term capital gain or loss without regard to the holding
period of the contract. Recognized gain or loss attributable to a foreign
currency forward contract is treated as l00% ordinary income. Furthermore,
foreign currency futures contracts which are intended to hedge against a
change in the value of securities held by a Portfolio may affect the holding
period of such securities and, consequently, the nature of the gain or loss
on such securities upon disposition.

The Portfolio will distribute to shareholders annually any net capital
gains which have been recognized for Federal income tax purposes.
Shareholders will be advised as to the character of the payments.

FINANCIAL STATEMENTS

The Financial Statements of the Chicago Asset Management
Value/Contrarian and Intermediate Bond Portfolios and the Financial
Highlights for the respective periods presented, which appear in the
Portfolios' 1995 Annual Report to Shareholders, and the reports thereon of
Price Waterhouse LLP, independent accountants, also appearing therein, are
incorporated by reference into this Statement of Additional Information. An
Annual Report may be obtained, without charge, by writing to the Fund or by
calling The Regis Service Center at 1-800-638-7983.

<PAGE>

APPENDIX - DESCRIPTION OF CORPORATE BOND RATINGS

DESCRIPTION OF CORPORATE BOND RATINGS

MOODY'S INVESTORS SERVICE , INC. CORPORATE BOND RATINGS:

AAA - Bonds which are rated Aaa are judged to be the best quality. They carry
the smallest degree of investment risk and are generally referred to as
"gilt-edge." Interest payments are protected by a large or by an
exceptionally stable margin, and principal is secure. While the various
protective elements are likely to change, such changes as can be visualized
are most unlikely to impair the fundamentally strong position of such issues.

AA - Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known
as high grade bonds. They are rated lower than the best bonds because margins
of protection may not be as large as in Aaa securities or fluctuation of
protective elements may be of greater amplitude or there may be other
elements present which make the long-term risks appear somewhat larger than
in Aaa securities.

Moody's applies numerical modifiers 1, 2 and 3 in the Aa and A rating
categories. The modifier 1 indicates that the security ranks at a higher end
of the rating category, modifier 2 indicates a mid-range rating and the
modifier 3 indicates that the issue ranks at the lower end of the rating
category.

A - Bonds which are rated A possess many favorable investment attributes and
are to be considered as upper medium grade obligations. Factors giving
security to principal and interest are considered adequate but elements may
be present which suggest a susceptibility to impairment sometime in the
future.

BAA - Bonds which are rated Baa are considered as medium grade obligations,
i.e., they are neither highly protected nor poorly secured. Interest payments
and principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any
great length of time. Such bonds lack outstanding investment characteristics
and in fact have speculative characteristics as well.

BA - Bonds which are rated Ba are judged to have speculative elements; their
future cannot be considered as well assured. Often the protection of interest
and principal payments may be very moderate, and thereby not well safeguarded
during both good and bad times over the future. Uncertainty of position
characterizes bonds in this class.

B - Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contact over any long period of time may be small.

CAA - Bonds which are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal
or interest.

CA - Bonds which are rated Ca represent obligations which are speculative in
a high degree. Such issues are often in default or have other marked
shortcomings.

C - Bonds which are rated C are the lowest rated class of bonds, and issues
so rated can be regarded as having extremely poor prospects of ever attaining
any real investment standing.

STANDARD & POOR'S CORPORATION CORPORATE BOND RATINGS:

AAA - Bonds rated AAA have the highest rating assigned by Standard & Poor's
to a debt obligation and indicate an extremely strong capacity to pay
principal and interest.

AA - Bonds rated AA have a very strong capacity to pay interest and repay
principal and differ from the highest rated issues only to a small degree.

A-1

<PAGE>

A - Bonds rated A have a strong capacity to pay interest and repay principal
although they are somewhat more susceptible to the adverse effects of changes
in circumstances and economic conditions than bonds in higher rated
categories.

BB, B, CCC, CC - Debt rated BB, B, CCC and CC is regarded, on balance, as
predominantly speculative with respect to capacity to pay interest and repay
principal in accordance with the terms of the obligation. BB indicates the
lowest degree of speculation and CC the highest degree of speculation. While
such debt will likely have some quality and protective characteristics, these
are outweighed by large uncertainties or major risk exposures to adverse
conditions.

C - The rating C is reserved for income bonds on which no interest is being
paid.

D - Debt rated D is in default, and payment of interest and/or repayment of
principal is in arrears.

A-2