UAM FUNDS TRUST, 497, 1996-07-02

UAM FUNDS TRUST
497, 1996-07-02

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<PAGE>

UAM FUNDS TRUST
(the "Fund")

Chicago Asset Management Portfolios

Chicago Asset Management Value/Contrarian Portfolio
Institutional Class Shares

SUPPLEMENT TO THE PROSPECTUS DATED AUGUST 28, 1995
AS SUPPLEMENTED OCTOBER 31, 1995

The information in the Prospectus under the headings "Summary: About the
Portfolio" and "Buying, Selling and Exchanging Shares" is amended to reflect
that the MINIMUM INITIAL INVESTMENT IN THE PORTFOLIO IS $2,000 with certain
exceptions as may be determined from time to time by the officers of the
Fund. The initial investment minimum FOR IRA ACCOUNTS IS $500. The initial
investment minimum FOR SPOUSAL IRA ACCOUNTS IS $250. The minimum FOR ANY
SUBSEQUENT INVESTMENT IS $100.

The information under the heading "Fund Management and Administration -
Administrator" is replaced by the following:

Pursuant to a Fund Administration Agreement dated April 15, 1996, UAM
Fund Services, Inc. ("UAMFSI") a wholly-owned subsidiary of United Asset
Management Corporation with its principal office located at 211 Congress
Street, Boston, MA 02110, is responsible for performing and overseeing
administration, fund accounting, dividend disbursing and transfer agency
services provided to the Fund and its Portfolios. UAMFSI has subcontracted
the performance of certain of such services to Chase Global Funds Services
Company ("CGFSC"), an affiliate of The Chase Manhattan Bank, pursuant to a
Mutual Funds Service Agreement dated April 15, 1996. CGFSC is located at
73 Tremont Street, Boston, MA 02108-3913. Effective April 1, 1996, The
Chase Manhattan Corporation, the parent of The Chase Manhattan Bank
merged with and into Chemical Banking Corporation, the parent company of
Chemical Bank. Chemical Banking Corporation is the surviving corporation
and will continue its existence under the name "The Chase Manhattan
Corporation".

Each Portfolio pays to UAMFSI a monthly fee comprised of two parts: a
Portfolio-specific fee which is retained by UAMFSI and a
sub-administration fee which UAMFSI in turn pays to CGFSC. The
Portfolio-specific fees for the Chicago Asset Management Value/Contrarian
Portfolio are 0.06% of aggregate net assets. The sub-administration fee
calculated on an annualized basis equals: 0.19 of 1% of the first $200
million of total net assets of the Funds; 0.11 of 1% of the next $800
million of net assets of the Funds; 0.07 of 1% of total net assets in
excess of $1 billion but less than $3 billion; and 0.05 of 1% of total
net assets in excess of $3 billion. The sub-administration fees are
allocated among the Portfolios on the basis of their relative assets and
are subject to a graduated minimum fee schedule per Portfolio of $2,000
per month upon inception of a Portfolio to $70,000 annually after two
years. If a separate class of shares is added to a Portfolio, the minimum
annual fee payable by that Portfolio may be increased by up to $20,000.

The information relating to the Portfolio's fee and expense information
under the heading "Fees and Expenses" is amended to reflect that:

* Until further notice, Chicago Asset Management Company has voluntarily
agreed to waive its advisory fee and to assume as the Adviser's own
expense certain operating expenses payable by the Portfolio, if
necessary, in order to keep the Portfolio's total annual operating
expenses (excluding interest, taxes and extraordinary expenses) from
exceeding 0.95% of average daily net assets. Absent the fees waived and
expenses assumed by the Adviser, annualized total operating expenses of
the Portfolio, including revised administrative fees, would be 1.89%. The
Portfolio will not reimburse the Adviser for any advisory fees which are
waived or Portfolio expenses which the Adviser may bear on behalf of the
Portfolio.

June 28, 1996

<PAGE>

UAM FUNDS TRUST
(the "Fund")

Chicago Asset Management Portfolios

Chicago Asset Management Intermediate Bond Portfolio
Institutional Class Shares

SUPPLEMENT TO THE PROSPECTUS DATED AUGUST 28, 1995
AS SUPPLEMENTED OCTOBER 31, 1995

The information under the heading "Fund Management and Administration -
Administrator" is replaced by the following:

Pursuant to a Fund Administration Agreement dated April 15, 1996, UAM
Fund Services, Inc. ("UAMFSI") a wholly-owned subsidiary of United Asset
Management Corporation with its principal office located at 211 Congress
Street, Boston, MA 02110, is responsible for performing and overseeing
administration, fund accounting, dividend disbursing and transfer agency
services provided to the Fund and its Portfolios. UAMFSI has
subcontracted the performance of certain of such services to Chase Global
Funds Services Company ("CGFSC"), an affiliate of The Chase Manhattan
Bank, pursuant to a Mutual Funds Service Agreement dated April 15, 1996.
CGFSC is located at 73 Tremont Street, Boston, MA 02108-3913. Effective
April 1, 1996, The Chase Manhattan Corporation, the parent of The Chase
Manhattan Bank merged with and into Chemical Banking Corporation, the
parent company of Chemical Bank. Chemical Banking Corporation is the
surviving corporation and will continue its existence under the name "The
Chase Manhattan Corporation".

Each Portfolio pays to UAMFSI a monthly fee comprised of two parts: a
Portfolio-specific fee which is retained by UAMFSI and a
sub-administration fee which UAMFSI in turn pays to CGFSC. The
Portfolio-specific fees for the Chicago Asset Management Intermediate
Bond Portfolio are 0.04% of aggregate net assets. The sub-administration
fee calculated on an annualized basis equals: 0.19 of 1% of the first
$200 million of total net assets of the Funds; 0.11 of 1% of the next
$800 million of net assets of the Funds; 0.07 of 1% of total net assets
in excess of $1 billion but less than $3 billion; and 0.05 of 1% of total
net assets in excess of $3 billion. The sub-administration fees are
allocated among the Portfolios on the basis of their relative assets and
are subject to a graduated minimum fee schedule per Portfolio of $2,000
per month upon inception of a Portfolio to $70,000 annually after two
years. If a separate class of shares is added to a Portfolio, the minimum
annual fee payable by that Portfolio may be increased by up to $20,000.

The information relating to the Portfolio's fee and expense information
under the heading "Fees and Expenses" is amended to reflect that:

* Until further notice, Chicago Asset Management Company has voluntarily
agreed to waive its advisory fee and to assume as the Adviser's own
expense certain operating expenses payable by the Portfolio, if
necessary, in order to keep the Portfolio's total annual operating
expenses (excluding interest, taxes and extraordinary expenses) from
exceeding 0.80% of average daily net assets. Absent the fees waived and
expenses assumed by the Adviser, annualized total operating expenses for
the Portfolio, including revised administrative fees, would be 1.68%. The
Portfolio will not reimburse the Adviser for any advisory fees which are
waived or Portfolio expenses which the Adviser may bear on behalf of the
Portfolio.

June 28, 1996

<PAGE>

UAM FUNDS TRUST
(the "Fund")

Chicago Asset Management Portfolios

Chicago Asset Management Value/Contrarian Portfolio
Chicago Asset Management Intermediate Bond Portfolio
Institutional Class Shares

SUPPLEMENT TO THE STATEMENT OF ADDITIONAL INFORMATION
DATED AUGUST 28, 1995 AS SUPPLEMENTED OCTOBER 31, 1995 AND JANUARY 23, 1996

The information under the heading "Purchase of Shares", generally, is
amended to reflect that the minimum initial investment in the Portfolio is
$2,000 with certain exceptions as may be determined from time to time by the
officers of the Fund. The initial investment minimum for IRA accounts is
$500. The initial investment for spousal IRA accounts is $250. The minimum
for any subsequent investment is $100.

June 28, 1996

<PAGE>
THE REGIS FUND II
THE REGIS SERVICE CENTER
C/O MUTUAL FUNDS SERVICE COMPANY
P.O. BOX 2798
BOSTON, MA 02208-2798
1-800-638-7983

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

CHICAGO ASSET MANAGEMENT VALUE/CONTRARIAN PORTFOLIO
INSTITUTIONAL CLASS SHARES
INVESTMENT ADVISER: CHICAGO ASSET MANAGEMENT COMPANY
- --------------------------------------------------------------------------------

PROSPECTUS -- AUGUST 28, 1995

Chicago Asset Management Value/Contrarian Portfolio is one of a series of
investment portfolios available through The Regis Fund II (the "Fund"), an
open-end investment company known as a "mutual fund." Each of the Portfolios
that make up the Fund have different investment objectives and policies. In
addition, several of the Fund's Portfolios offer two separate classes of shares:
Institutional Class Shares and Institutional Service Class Shares. Shares of
each class represent equal, pro rata interests in a Portfolio and accrue
dividends in the same manner except that Institutional Service Class Shares bear
certain fees payable by that class to financial institutions for services they
provide to the owners of such shares. Chicago Asset Management Value/Contrarian
Portfolio currently offers only one class of shares. The securities offered in
this Prospectus are Institutional Class Shares of one diversified, no-load
Portfolio of the Fund managed by Chicago Asset Management Company.

The Chicago Asset Management Value/Contrarian Portfolio seeks capital
appreciation by investing primarily in the common stock of large companies. The
common stocks in which the Portfolio invests are generally ones which have
performed poorly over the recent past but which may have the potential for
better-than-average performance in the future. There can be no assurance that
the Portfolio will achieve its stated objective.

Please keep this Prospectus for future reference since it contains the
information that you should understand before you invest. You may also wish to
review Chicago Asset Management Portfolios' "Statement of Additional
Information" dated August 28, 1995 which was filed with the Securities and
Exchange Commission and has been incorporated by reference into this Prospectus.
(It is legally considered to be a part of this Prospectus). Please call or write
The Regis Fund II at the above address to obtain a free copy of this Statement.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<PAGE>
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Fees and Expenses........................................................ 1

Summary: About the Portfolio............................................. 2

Risk Factors............................................................. 2

Financial Highlights..................................................... 3

Performance Calculations................................................. 4

Details on Investment Policies........................................... 4

Buying, Selling and Exchanging Shares.................................... 9

How Share Prices are Determined.......................................... 13

Dividends, Capital Gains Distributions and Taxes......................... 13

Fund Management and Administration....................................... 14

General Fund Information................................................. 16

The Regis Family of Funds -- Institutional Class Shares.................. 18
</TABLE>
<PAGE>
FEES AND EXPENSES

Investors will be charged various fees and expenses incurred in managing the
Chicago Asset Management Value/Contrarian Portfolio (the "Portfolio") including:

SHAREHOLDER TRANSACTION EXPENSES: These are the costs entailed in buying,
selling or exchanging shares of the Portfolio. The Portfolio does not charge
investors for shareholder transaction expenses. However, transaction fees may be
charged if you are a customer of a broker-dealer or other financial intermediary
who has established a shareholder servicing relationship with the Fund on behalf
of their customers. Please see "Buying, Selling and Exchanging Shares" for
further information.

<TABLE>
<S> <C>
Sales Load Imposed on Purchases:......................................... NONE
Sales Load Imposed on Reinvested Dividends:.............................. NONE
Deferred Sales Load:..................................................... NONE
Redemption Fees:......................................................... NONE
Exchange Fees:........................................................... NONE
</TABLE>

ESTIMATED ANNUAL FUND OPERATING EXPENSES: These expenses, which cover the
cost of administration, marketing and shareholder communication, and are usually
quoted as a percentage of net assets, are factored into the Portfolio's share
price and not billed directly to shareholders. They include:

<TABLE>
<S> <C>
Investment Advisory Fees:............................................ 0.625%
Administrative Fees:................................................. 0.540%
12b-1 Fees:.......................................................... NONE
Other Expenses:...................................................... 0.660%
Reimbursed Expenses and Advisory Fees:............................... (0.875)%
--------
Total Operating Expenses:............................................ 0.950%*
--------
--------
</TABLE>

- ------------------------
*Chicago Asset Management Company has voluntarily agreed to waive its advisory
fees or reimburse expenses, if necessary, in order to keep the Portfolio's
total operating expenses (excluding interest, taxes and extraordinary expenses)
from exceeding 0.950% of its average daily net assets through April 30, 1996.
If it were not for the fee waiver and/or reimbursement, the Portfolio's
estimated total annual operating expenses would be 1.825% of average daily net
assets. The Portfolio will not reimburse the Adviser for any advisory fees
which are waived or Portfolio expenses which the Adviser may bear on behalf of
the Portfolio.

The fees and expenses set forth above are estimated amounts for the
Portfolio's first full year of operations assuming average daily net assets of
$10 million.

Investors can get a better idea of how the Portfolio's operating expenses
will affect their own investments by examining the following chart. The chart
shows how much a hypothetical investor would pay in expenses, assuming that he
or she made an initial investment of $1,000, earned a 5% annual rate of return
and redeemed his or her investment at the end of the time period indicated.

<TABLE>
<CAPTION>
1 YEAR 3 YEARS
------ -------
<S> <C> <C>
Expenses:..................................................... $10 $30
</TABLE>

THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES OR PERFORMANCE. ACTUAL EXPENSES MAY BE GREATER OR LESSER THAN THOSE
SHOWN ABOVE.

1
<PAGE>
SUMMARY: ABOUT THE PORTFOLIO . . .

OBJECTIVE:

The Portfolio seeks capital appreciation by investing primarily in the
common stock of large companies. The common stocks in which the Portfolio
invests are generally ones which have performed poorly over the recent past but
which may have the potential for better-than-average performance in the future.
There can be no assurance that the Portfolio will achieve its stated objective.

HOW IS THE PORTFOLIO MANAGED?

Chicago Asset Management Company (the "Adviser") focuses mainly on choosing
individual stocks rather than trying to forecast the overall strength of the
stock market. In particular, the Adviser seeks to invest in large, established
quality companies whose stocks can be bought at attractive prices because of the
market's misperceptions about the companies' value.

As a contrarian, the Adviser seeks to invest by going against the consensus
opinion on individual stocks. To discover the appropriate contrarian position,
the Adviser stays in contact with stock market research analysts and takes their
assumptions into account in determining whether stocks are undervalued or
overvalued. (See "Details on Investment Policies.")

WHO MANAGES THE PORTFOLIO?

The Adviser is a registered investment adviser specializing in the active
management of stocks, bonds and balanced portfolios for institutional,
tax-exempt clients. Founded in 1983, the firm is a wholly-owned subsidiary of
United Asset Management Corporation. The Adviser currently has over $1.5 billion
in assets under management. (See "Fund Management and Administration.")

WHO SHOULD INVEST IN THE PORTFOLIO?

The Portfolio is suitable for investors who seek long-term capital
appreciation in their investments and who are comfortable with aggressively
seeking long-term returns. (See "Retirement Plans.")

HOW TO INVEST

The Fund offers shares of beneficial interest of the Portfolio through RFI
Distributors, a division of Regis Retirement Plan Services, Inc., to investors
without a sales commission at net asset value next determined after the purchase
order is received in proper form. Share purchases may be made by sending
investments directly to the Fund. The minimum initial investment for the
Portfolio is $100,000; the minimum for subsequent investments is $1,000. The
officers of the Fund may make certain exceptions to the initial and minimum
investment amounts. (See "Buying, Selling and Exchanging Shares.")

DIVIDENDS AND DISTRIBUTIONS

The Portfolio will normally distribute substantially all of its net
investment income in the form of quarterly dividends. Any realized net capital
gains will also be distributed annually. Distributions will be reinvested in the
Portfolio's shares automatically unless an investor elects to receive cash
distributions. (See "Dividends, Capital Gains Distributions and Taxes.")

HOW TO REDEEM

Shares of the Portfolio may be redeemed on any business day when the New
York Stock Exchange ("NYSE") is open, without cost, at the net asset value of
the Portfolio next determined after receipt of the redemption request. The
Portfolio's share price will fluctuate with market and economic conditions.
Therefore, your investment may be worth more or less when redeemed than when
purchased. (See "Buying, Selling and Exchanging Shares.")

RISK FACTORS

Investing in the Portfolio entails a number of risks as with any stock
investment. Like any stock investment, shares of the Portfolio will rise and
fall in value depending on market perceptions of the value of the underlying
stocks. Share prices may also be affected by overall market movements and by
changes in sector or industry performance.

In addition, you should consider the following factors that could effect the
Portfolio's rate of return:

-The Portfolio may invest in repurchase agreements which entail a risk
of loss should the seller default on its transaction.

2
<PAGE>
-The Portfolio may lend its investment securities which entails a risk
of loss should a borrower fail financially.

-The Portfolio may purchase securities on a when-issued basis which do
not earn interest until issued and may decline or appreciate in market
value prior to their delivery to the Portfolio.

-The Portfolio may engage in various strategies to seek to hedge its
investments against movements in security prices, interest rates and
currency exchange rates by the use of derivatives including options and
futures as well as options on futures. These strategies involve the
risk of imperfect correlation in movements in the price of options and
futures and movements in the price of securities, interest rates or
currencies which are the subject of the hedge. These transactions are
also subject to the risk factors associated with foreign investments
generally. There can be no assurance that a liquid secondary market for
options and futures contracts will exist at any specific time.

-The Portfolio's performance may depend on the ability of the Adviser
who has substantial experience as an investment adviser but limited
experience as an adviser to a mutual fund.

-The Portfolio may enter into interest rate hedging strategies commonly
referred to as derivatives which, if employed incorrectly, may
adversely affect the Portfolio.

Further information about these risk factors is contained in the "Details on
Investment Policies" section of this Prospectus.

FINANCIAL HIGHLIGHTS

The following table provides selected per share data and ratios for a share
outstanding throughout the period presented of the Chicago Asset Management
Value/Contrarian Portfolio and is part of the Portfolio's Financial Statements
included in the Portfolio's 1995 Annual Report to Shareholders which is
incorporated by reference into the Portfolio's Statement of Additional
Information. The Portfolio's Financial Statements have been audited by Price
Waterhouse LLP whose opinion thereon (which is unqualified) is also incorporated
by reference into the Portfolio's Statement of Additional Information. The
following information should be read in conjunction with the Portfolio's 1995
Annual Report to Shareholders.

<TABLE>
<CAPTION>
DECEMBER 16, 1994**
TO APRIL 30, 1995
-------------------
<S> <C>
NET ASSET VALUE, BEGINNING OF PERIOD...................... $ 10.00
--------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income+#................................. 0.05
Net Realized and Unrealized Gain on Investments......... 1.13
--------
Total from Investment Operations...................... 1.18
--------
DISTRIBUTIONS
Net Investment Income................................... (0.04)
--------
NET ASSET VALUE, END OF PERIOD............................ $ 11.14
--------
--------
TOTAL RETURN++............................................ 11.81%
--------
--------
RATIOS AND SUPPLEMENTAL DATA
Net Assets, End of Period................................. $695,615
Ratio of Net Expenses to Average Net Assets............... 0.95%*
Ratio of Net Investment Income to Average Net Assets...... 1.54%*
Portfolio Turnover Rate................................... 4%
</TABLE>

- ------------
*Annualized.

**Commencement of Operations.

+Net of voluntarily waived fees and reimbursed expenses of $.58 per share for
the period ended April 30, 1995.

++Total return would have been lower had the Adviser not waived and reimbursed
certain expenses during the period.

#Net investment income per share has been calculated in accordance with SEC
requirements with the exception that end of year undistributed net investment
income has not been adjusted to reflect current year permanent book-tax
differences.

3
<PAGE>
PERFORMANCE CALCULATIONS

The Portfolio measures performance by calculating total return. Total return
figures are based on historical earnings and are not intended to indicate future
performance.

Total return is the change in value of an investment in the Portfolio over a
given period, assuming reinvestment of any dividends and capital gains. A
cumulative or aggregate total return reflects actual performance over a stated
period of time. An average annual total return is a hypothetical rate of return
that, if achieved annually, would have produced the same cumulative total return
if performance had been constant over the entire period. Average annual total
returns smooth out variations in performance; they are not the same as actual
year-by-year results.

The Portfolio's performance may be compared to data prepared by independent
services which monitor the performance of investment companies, data reported in
financial and industry publications, and various indices as further described in
the Portfolio's Statement of Additional Information.

The Portfolio's Annual Report to Shareholders, which may be obtained without
charge, contains information about past performance together with a comparison
to an appropriate index.

Write to "The Regis Fund II" at the address on the front cover of this
Prospectus or call 1-800-638-7983 to obtain your free copy of the Annual Report
to Shareholders.

DETAILS ON INVESTMENT POLICIES

INVESTMENT STRATEGY

The Portfolio will invest primarily in the common stock of large
capitalization companies which are defined as those with equity capitalizations
greater than $1 billion at the time of purchase. The Portfolio may also invest
in securities convertible into common stock. There is no particular percentage
of the Portfolio's assets to be invested in any one type of security, and it has
the ability to purchase other securities that may produce capital appreciation
such as non-convertible preferred stocks, rights and warrants to purchase common
stocks, and bonds. However, under normal circumstances, the Adviser anticipates
no more than 5% of the Portfolio's total assets will be invested in investment
grade bonds which are generally considered to be those bonds having one of the
four highest grades assigned by Moody's Investors Service, Inc. ("Moody's")
(Aaa, Aa, A or Baa) or Standard & Poor's Corporation ("S&P") (AAA, AA, A or
BBB), or if unrated, of equivalent quality in the Adviser's judgment. The
Adviser also reserves the right to retain securities which are downgraded by one
or both of the rating agencies, if in the Adviser's judgment, the retention of
securities is warranted. The Portfolio's Statement of Additional Information
contains a detailed description of corporate bond ratings.

The Portfolio seeks to outperform the market during most time periods, not
by taking advantages of shifts in the overall direction of the market, but by
identifying attractive stocks. The Portfolio will invest primarily in
established, high-quality companies whose stock is selling at attractive prices
due to short-term market misperceptions.

The Adviser's investment style is categorized as large cap, bottom-up,
value-oriented and contrarian. Its investment philosophy and process is
qualitative rather than quantitative, and its investment approach has four
distinguishing characteristics. First, it emphasizes large company stocks.
Second, it employs a bottom-up approach which means that it will construct the
Portfolio by focusing on individual stocks rather than industry groups or
sectors. (Top-down investors would first decide which industries or sectors they
wanted to emphasize and then would look for stocks that fit those requirements.)
Third, it is value-oriented. This means that it invests in stocks which are
priced below their true value because the market does not recognize their
potential. And fourth, it is contrarian in that it goes against the common
consensus when it invests. To maintain an effective contrarian posture, it
closely monitors market opinion makers, such as research analysts and
commentators, and then evaluates the impact of their opinions on stock prices,
in identifying securities which are undervalued or overvalued.

4
<PAGE>
The Adviser selects individual issues which offer a combination of some of
the following characteristics:

-they are out-of-favor among market analysts;

-they are priced below the mid-point of their trading range over the
past year;

-the issuing companies have maintained sound financial credit quality as
measured by their balance sheets or they are expected to significantly
improve;

-they are large companies with market values over $1 billion;

-they have reasonable (based on normalized expected earnings)
price-to-earnings ratios; and

-they pay or may become able to pay a dividend.

When the Adviser believes that market conditions warrant a defensive
position, up to 100% of the Portfolio's assets may be held in cash and
short-term investments. See "Short-Term Investments and Repurchase Agreements"
below for a description of the types of short-term instruments in which the
Portfolio may invest for temporary defensive purposes. When the Portfolio is in
a defensive position, it may not necessarily be pursuing its stated investment
objective.

OTHER INVESTMENT POLICIES

The Portfolio may also, under normal circumstances, invest up to 35% of its
assets, unless restricted by additional limitations described below or in the
Portfolio's Statement of Additional Information, in the following securities,
investments or investment techniques.

FOREIGN INVESTMENTS

The Portfolio may invest in foreign securities which involve additional
risks not typically associated with investing in domestic securities. Since
securities issued by foreign entities may be denominated in foreign currencies,
and the Portfolio may temporarily hold uninvested reserves in bank deposits in
foreign currencies, the Portfolio's value may rise or fall depending on currency
exchange rates. The Portfolio may also have to pay a fee to convert funds from
one currency to another.

In addition, non-U.S.-based companies are not subject to the same
accounting, auditing and financial reporting standards as are domestic companies
and may have policies that are not comparable to those of domestic companies.
There may be less publicly-available information about non-U.S.-based companies
which may make it difficult to make investment decisions. Securities of some
foreign companies are generally less liquid and more volatile than securities of
comparable domestic companies. There is generally less government supervision
and regulation of stock exchanges, brokers and listed companies than in the
United States. Political factors may have an impact in the form of confiscatory
taxation, expropriation or political instability in international markets.

Although the Portfolio will seek the most favorable trading costs available
in any given market, investors should recognize that foreign commissions are
generally higher than those in the United States. In addition, custodial
expenses, that is, fees paid to financial institutions for holding the
Portfolio's securities, will generally be higher than would be the case in the
United States.

Some foreign governments also levy withholding taxes against dividend and
interest income. Although in some countries a portion of the taxes is
recoverable, the non-recovered portion of foreign withholding taxes will reduce
the income the Portfolio receives from the companies comprising its investments.

AMERICAN DEPOSITARY RECEIPTS

The Portfolio intends to invest primarily in U.S.-based companies. In
addition, the Portfolio may purchase shares of foreign based companies in the
form of American Depositary Receipts (ADRs). Investments in ADRs, which are
domestic securities representing ownership rights in foreign companies, will not
exceed 25% of the Portfolio's assets. ADRs may be sponsored or unsponsored.
Sponsored ADRs are established jointly by a depositary and the underlying
issuer, whereas unsponsored ADR's may be established without participation by
the underlying issuer. Holders of an unsponsored ADR generally bear all the
costs associated with establishing the unsponsored ADR. The depositary of an
unsponsored ADR is under no obligation to distribute shareholder communications
received from the underlying issuer or to pass through voting rights to the
holders of the unsponsored ADR with respect to the deposited securities or pool
of securities.

5
<PAGE>
SHORT-TERM INVESTMENTS

In order to earn a return on uninvested assets, meet anticipated
redemptions, or for temporary defensive purposes, the Portfolio may invest a
portion of its assets in domestic and foreign money market instruments including
certificates of deposit, bankers acceptances, time deposits, U.S. government
obligations, U.S. government agency securities, short-term corporate debt
securities, and commercial paper rated A-1 or A-2 by S&P or Prime-1 or Prime-2
by Moody's or, if unrated, determined by the Adviser to be of comparable
quality.

REPURCHASE AGREEMENTS

In a repurchase agreement, the Portfolio purchases a security and, at the
same time, arranges to sell it back to the original seller on a predetermined
date. The repurchase agreement states the price that the seller will pay for the
security plus the interest rate that the purchaser will receive while holding
it. In effect, the Portfolio is lending its funds to the seller at an agreed
upon interest rate and receiving a security as collateral for the loan.
Repurchase agreements can range from overnight to a fixed term. They are a
common way to earn interest on short-term funds.

The seller under a repurchase agreement will be required to maintain the
value of the securities subject to the agreement at not less than (1) the
repurchase price if such securities mature in one year or less, or (2) 101% of
the repurchase price if such securities mature in more than one year. The
Administrator and the Adviser will mark to market daily the value of the
securities purchased, and the Adviser will, if necessary, require the seller to
maintain additional securities to ensure that the value is in compliance with
the previous sentence.

The Adviser believes that these risks can be controlled by carefully
reviewing the securities involved in a repurchase agreement as well as the
credit rating of the other party in the transaction. The Portfolio may invest in
repurchase agreements collateralized by U.S. government securities, certificates
of deposit, bankers acceptances and other short-term securities as outlined
above under "Short-Term Investments".

WHEN-ISSUED, FORWARD DELIVERY AND DELAYED SETTLEMENT SECURITIES

Occasionally, the Portfolio will invest in securities whose terms and
characteristics are already known but which have not yet been issued. These are
called "when-issued" or "forward delivery" securities. Usually these securities
are purchased within a month of their issue date. "Delayed settlements" occur
when the Portfolio agrees to buy or sell securities at some time in the future,
making no payment until the transaction is actually completed.

The Portfolio will maintain a separate account of cash, U.S. government
securities or other high-grade debt obligations at least equal to the value of
the purchase commitments until payment is made. Typically, no income accrues on
securities purchased on a delayed delivery basis prior to the time delivery of
the securities is made although the Portfolio may earn income on securities it
has deposited in a segregated account.

The Portfolio engages in these types of purchases in order to buy securities
that fit with its investment objective at attractive prices -- not to increase
its investment leverage.

Securities purchased on a when-issued basis may decline or appreciate in
market value prior to their actual delivery to the Portfolio.

HEDGING AND RELATED STRATEGIES AND RISK CONSIDERATIONS

To reduce the overall risk of its investments (hedge), the Portfolio may use
options, futures contracts, options on futures contracts, and forward currency
contracts. These instruments are commonly referred to as derivatives. Hedging
strategies may also be used in an attempt to manage the Portfolio's exposure to
changing interest rates, security prices and currency exchange rates. The
Portfolio's ability to use these strategies may be limited by market conditions,
regulatory limits and tax considerations. The Portfolio's obligation under such
hedging strategies will be covered by the maintenance of a segregated account
consisting of cash, U.S. government securities or high grade debt obligations
equal to at least 100% of the Portfolio's commitment. The Portfolio may buy or
sell futures contracts, write covered call options and buy put and call options
on any security, index or currency including

6
<PAGE>
options and futures traded on foreign exchanges and options not traded on
exchanges. The Portfolio's Statement of Additional Information contains further
information on all of these strategies and the risks associated with them.

The Portfolio may write or purchase options in privately negotiated
transactions ("OTC Options") as well as listed options. OTC Options can be
closed out only by agreement with the other party to the transaction. Any OTC
Option purchased by the Portfolio is considered an illiquid security. Any OTC
Option written by the Portfolio will be with a qualified dealer pursuant to an
agreement under which the Portfolio may repurchase the option at a formula
price. Such options are considered illiquid to the extent that the formula price
exceeds the intrinsic value of the option. The Portfolio may not purchase or
sell futures contracts or related options for which the aggregate initial margin
and premiums exceed 5% of the fair market value of the Portfolio's assets. In
order to prevent leverage in connection with the purchase of futures contracts
or call options thereon by the Portfolio, an amount of cash, cash equivalents or
liquid high grade debt securities equal to the market value of the obligation
under the futures contracts or options (less any related market deposits) will
be maintained in a segregated account with the Fund's Custodian Bank. The
Portfolio may not invest more than 15% of its net assets in illiquid securities
and repurchase agreements which have a maturity of longer than seven days. A
more complete discussion of the potential risks involved in transactions in
options or futures contracts and related options is contained in the Portfolio's
Statement of Additional Information.

The Portfolio may enter into forward currency contracts for the purchase or
sale of a specified currency at a specified future date either with respect to
specific transactions or with respect to portfolio positions. For example, when
the Adviser anticipates making a currency exchange transaction in connection
with the purchase or sale of a security, the Portfolio may enter into a forward
contract in order to set the exchange rate at which the transaction will be
made. The Portfolio also may enter into a forward contract to sell an amount of
a foreign currency approximating the value of some or all of the Portfolio's
securities denominated in such currency.

The Portfolio may use forward contracts in one currency or a basket of
currencies to hedge against fluctuations in the value of another currency when
the Adviser anticipates there will be a correlation between the two and may use
forward currency contracts to shift the Portfolio's exposure to foreign currency
fluctuations from one country to another. The purpose of entering into these
contracts is to minimize the risk to the Portfolio from adverse changes in the
relationship between the U.S. dollar and foreign currencies.

The Portfolio may enter into interest rate protection transactions, which
consist of interest rate swaps and interest rate caps, collars and floors, for
hedging purposes. These transactions are commonly referred to as derivatives. A
swap is an agreement to exchange the return generated by one instrument for the
return generated by another instrument. The swaps in which the Portfolio may
also engage include interest rate caps, floors and collars under which one party
pays a single or periodic fixed amount (or premium), and the other party pays
periodic amounts on movement of a specified index.

The Portfolio may enter into interest rate protection transactions to
preserve a return or spread on a particular investment or portion of its
portfolio or to protect against any increase in the price of securities it
anticipates purchasing at a later date. The Portfolio will enter into interest
rate protection transactions only with banks and recognized securities dealers
believed by the Adviser to present minimal credit risks in accordance with
guidelines established by the Fund's Board of Trustees. Interest rate swaps,
caps, floors and collars will be treated as illiquid securities and will
therefore, be subject to the Portfolio's investment restriction limiting
investment in illiquid securities to no greater than 15% of its net assets.

RISK CONSIDERATIONS. The Portfolio might not employ any of the hedging
strategies described above, and there can be no assurance that any strategy used
will succeed. If the Adviser incorrectly forecasts interest rates, market values
or other economic factors in utilizing a hedging strategy for the Portfolio, the
Portfolio would be in a better position if it had not hedged at all. In
addition, the Portfolio will pay commissions and other costs in connection with
such hedging strategies which may increase the Portfolio's expenses and reduce
its return.

7
<PAGE>
for it to do so, or the possible need for the Portfolio to sell a security at a
disadvantageous time due to the need for it to maintain "cover" or to segregate
securities in connection with hedging transactions and the possible inability of
the Portfolio to close out or to liquidate its hedged position.

RESTRICTED AND ILLIQUID SECURITIES

The Portfolio may purchase restricted securities that are not registered for
sale to the general public but which are eligible for resale to qualified
institutional investors under Rule 144A of the Securities Act of 1933. Under the
supervision of the Fund's Board of Trustees, the Adviser determines the
liquidity of such investments by considering all relevant factors. Provided that
a dealer or institutional trading market in such securities exists, these
restricted securities are not treated as illiquid securities for purposes of the
Portfolio's investment limitations. The Portfolio may also invest up to 15% of
its net assets in securities that are illiquid by virtue of the absence of a
readily available market or because of legal or contractual restrictions on
resale. The prices realized from the sales of these securities could be less
than those originally paid by the Portfolio or less than what may be considered
the fair value of such securities.

LENDING OF PORTFOLIO SECURITIES

The 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. The Portfolio will not loan
portfolio securities to the extent that greater than one-third of its assets at
fair market value, would be committed to loans. By lending its investment
securities, the 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. The 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 (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 U.S. 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 Fund's 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.

PORTFOLIO TURNOVER

This Portfolio is managed for long-term appreciation, rather than short-term
trading profits. As a result, the Adviser seeks to keep portfolio turnover below
60%. (A turnover rate of 100% would mean that all securities in the Portfolio
would be replaced within a one-year period.) However, portfolio turnover depends
to a great degree on market conditions. Occasionally, when the market shifts
suddenly or when the prospects for individual stocks change quickly, the Adviser
may find it necessary to sell securities which have not been in the Portfolio
for very long. The Portfolio will not normally engage in short-term trading, but
it reserves the right to do so.

INVESTMENT LIMITATIONS

To help reduce the Portfolio's exposure to risk in specific situations, it
has adopted certain limitations associated with its investments and investment
practices. These policies and limitations are considered at the time of
purchase. The sale of instruments is not required in the event of a subsequent
change in circumstances.

8
<PAGE>
The Portfolio's limitations are as follows:

(a)
With respect to 75% of its assets, the Portfolio may not own more than 5%
of the securities of any single issuer (other than investments issued or
guaranteed by the U.S. Government or any of its agencies or
instrumentalities);

(b)
With respect to 75% of its assets, the Portfolio may not own more than
10% of the outstanding voting securities of any one issuer;

(c)
The Portfolio may not invest more than 5% of its assets in securities of
issuers (other than securities issued or guaranteed by the U.S. or
foreign governments or their political subdivisions) that have (with
predecessors) less than 3 years of continuous operation;

(d)
The Portfolio may not invest more than 25% of its assets in companies
within a single industry; however, there are no limitations on
investments made in instruments issued or guaranteed by the U.S.
Government and its agencies;

(e)
The Portfolio may not make loans except by purchasing debt securities in
accordance with its investment objective and policies or entering into
repurchase agreements or by lending its portfolio securities to banks,
brokers, dealers or other financial institutions as long as the loans are
made in compliance with the 1940 Act and the rules, regulations and
interpretations of the Commission;

(f)
The Portfolio may not borrow except from banks in extraordinary
circumstances for temporary or emergency purposes. In this situation, the
Portfolio may not (1) borrow more than 33 1/3% of its total assets and
(2) cannot buy additional securities if it borrows more than 5% of its
total assets; and

(g)
Pledge, mortgage or hypothecate more than 33 1/3% of its total assets at
fair market value.

The Portfolio's investment objective and investment limitations (a), (b),
(d), (e) and (f.1) listed above are fundamental policies and may be changed only
with the approval of the holders of a majority of the outstanding voting
securities of the Portfolio. The other investment limitations described here,
those not specified as fundamental in the Statement of Additional Information,
and the Portfolio's investment policies are not fundamental, and the Fund's
Board of Trustees may change them without shareholder approval.

PORTFOLIO TRANSACTIONS

The Portfolio's Investment Advisory Agreement authorizes the Adviser to
select the brokers or dealers that will execute the purchases and sales of
investment securities for the Portfolio. The Agreement directs the Adviser to
use its best efforts to obtain the best available price and most favorable
execution for all the Portfolio's transactions.

It is not the Fund's practice to allocate brokerage or effect principal
transactions with dealers on the basis of sales of shares which may be made
through broker-dealer firms. However, the Adviser may place Portfolio orders
with qualified broker-dealers who recommend the Portfolio or who act as agents
in the purchase of shares of the Portfolio for their clients.

Some securities considered for investment by the Portfolio may also be
appropriate for other clients served by the Adviser. If a purchase or sale of
securities is consistent with the investment policies of the 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 fair and reasonable manner. Although there is no
specified formula for allocating such transactions, the various allocation
methods used by the Adviser, and the result of such allocations, are subject to
periodic review by the Fund's Board of Trustees.

BUYING, SELLING AND EXCHANGING SHARES

Shares of the Portfolio are offered through RFI Distributors, a division of
Regis Retirement Plan Services, Inc., to investors at net asset value without a
sales commission. The minimum initial investment is $100,000, with certain
exceptions determined from time to time by the officers of the Fund. The minimum
for subsequent investments is $1,000.

9
<PAGE>
customers a schedule of any such fees and information regarding any additional
or different conditions regarding purchases and redemptions. Shareholders who
are customers of Service Agents should consult their Service Agent for
information regarding these fees and conditions. Certain Service Agents may
receive compensation from the Fund, the Fund's Distributor, the Adviser, or any
of the Adviser's affiliates. A salesperson and any other person entitled to
receive compensation for selling or servicing Portfolio shares may receive
different compensation with respect to one particular class of shares over
another in the Fund.

Service Agents may enter confirmed purchase orders on behalf of their
customers. If you buy shares of the Portfolio in this manner, the Service Agent
must receive your investment order before the close of trading on the NYSE and
transmit it to the Fund's Transfer Agent prior to the close of the Transfer
Agent's business day and to the Distributor to receive the day's share price.
Proper payment for the order must be received by the Transfer Agent no later
than the time when the Portfolio is priced on the following business day.
Service Agents are responsible to their customers, the Fund and the Fund's
Distributor for timely transmission of all subscription and redemption requests,
investment information, documentation and money.

HOW TO BUY SHARES BY MAIL

If you have not invested in this Portfolio before, you will have to fill out
an Account Registration Form, which can be obtained by calling the Fund at
1-800-638-7983. Once you have filled out the information on the form, separate
the two copies and sign both. We require an original signature on both forms.
Mail one copy, along with a check payable to "THE REGIS FUND II", to:

The Regis Fund II
The Regis Service Center
c/o Mutual Funds Service Company
P.O. Box 2798
Boston, MA 02208-2798

Mail the other copy, without the check, to:

RFI Distributors
One International Place, 44th Floor
100 Oliver Street
Boston, MA 02110

To make additional investments to an account you have already established,
simply mail your check to The Regis Service Center at the address above. Make
sure that your account number, account name, and the name of the Portfolio are
clearly indicated on the check so that we can properly credit your account.

For both initial and additional investments, your funds will be credited to
your account at the next share price calculated for the Portfolio after receipt.
Investments received by 4:00 p.m. Eastern Time will be invested at the share
price calculated after the market closes on the same day. (For example, if your
check arrives on Tuesday morning, you will purchase shares at the price
calculated after the market closes on Tuesday.)

HOW TO BUY SHARES BY WIRE

To make an initial investment by wire, you must first telephone the Fund at
1-800-638-7983. A representative will then ask you to provide the account number
from which you plan to wire the funds, the bank or financial institution, its
address, phone number and your social security or taxpayer identification
number. You will then tell the representative which Portfolio you wish to invest
in and how much you want to invest. The representative will then provide you
with an account number. Please write it down and keep it for your records.

Once you have an account number, call your bank and instruct them to wire a
specified amount to the Fund's custodian, Morgan Guaranty Trust Company of New
York ("Custodian Bank"). You will be asked to provide the following information:

Morgan Guaranty Trust Company of New York
New York, NY 10015
ABA# 0210-0023-8
DDA Acct.# 00166786
F/B/O The Regis Fund II
Ref: Chicago Asset Management Value/Contrarian Portfolio
Your account number:
----------------------------
Your account name:
------------------------------

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<PAGE>
After you have instructed the bank to wire the money, you must forward a
completed Account Registration Form to The Regis Service Center as soon as
possible. You can obtain forms by calling The Regis Service Center at
1-800-638-7983. Federal Funds purchases will be accepted only on days when the
NYSE and the Custodian Bank are open for business.

Once you have made the initial purchase, you may buy additional shares by
wire at any time by following the instructions above. On all wired purchases,
funds will be invested at the share price calculated after the next market
close.

IN-KIND PURCHASES

Under certain circumstances, investors who own securities may be able to
exchange them directly for shares of the Portfolio without converting their
investments into cash first. The Portfolio will accept such in-kind purchases
only if the securities offered for exchange meet the Portfolio's investment
criteria which are set forth in the "Details on Investment Policies" section of
this Prospectus. Once accepted, the shares will be valued according to the
process described in "How Share Prices are Determined" at the same time the
Portfolio's shares are valued. Once a value has been determined for both, an
exchange will be made. All dividends, interest, subscription, or other rights
pertaining to these securities become the Fund's property; if you receive any
such items, you must deliver them to the Fund immediately. Securities acquired
through an in-kind purchase will be acquired for investment and not for resale.

The Fund will not accept securities for exchange unless they meet the
following criteria:

-The securities are eligible to be included in the Portfolio and market
quotes can readily be obtained for them as evidenced by a listing on
the American Stock Exchange, the NYSE or NASDAQ or are bonds rated Aaa,
Aa, A or Baa by Moody's or AAA, AA, A or BBB by S&P.

-The investor assures the Fund that the securities are not subject to
any restrictions under the Securities Act of 1933 or any other law or
regulation.

-The value of the securities exchanged does not increase the Portfolio's
position in any specific issuer's security to more than 5% of the
Portfolio's net assets.

For tax purposes, the IRS generally treats any exchange of securities for
Portfolio shares as a sale of the securities. This means that if you exchange
securities which have appreciated in value since you bought them, you will
realize capital gains and incur a tax liability. If you are interested in such
an exchange, we suggest you discuss any potential tax liability with your tax
adviser before proceeding.

RETIREMENT PLANS

The Portfolio is also suitable for individual tax-deferred retirement plans
including 401(k) Defined Contribution Plans and IRA Contributions or Rollovers.

HOW TO SELL SHARES

You may sell shares by telephone or mail at any time, free of charge. Your
shares will be valued at the next price calculated after we receive your
instructions to sell.

BY MAIL

To redeem by mail, include:

-your share certificates, if we have issued them to you;

-a letter which tells us how many shares you wish to redeem or,
alternatively, what dollar amount you wish to receive;

-a signature guaranteed by your bank, broker or other financial
institution (see "Signature Guarantees" below); and

-any other necessary legal documents, in the case of estates, trusts,
guardianships, custodianships, corporations, pension and profit-sharing
plans and other organizations.

If you are not sure which documents to send, please contact The Regis
Service Center at 1-800-638-7983.

BY TELEPHONE

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<PAGE>
or wired to your bank. The Fund and the Fund's Transfer Agent will employ
reasonable precautions to make sure that the instructions communicated by
telephone are genuine. You will be asked to provide certain personal
identification when you open an account, and again, when you request a telephone
redemption. In addition, all telephone transaction requests will be recorded and
investors may be required to provide additional telecopied written instructions
of such transaction requests. Neither the Fund nor the Transfer Agent will be
responsible for any loss, additional cost or expense for following instructions
received by telephone that it reasonably believes are genuine. To change the
name of the commercial bank or the account designated to receive redemption
proceeds, a written request must be sent to the Fund at the address on the cover
of this Prospectus. Requests to change the bank or account must be signed by
each shareholder and each signature must be guaranteed. You cannot redeem shares
by telephone if you hold stock certificates for these shares. Please contact one
of the Fund's representatives at 1-800-638-7983 for further details.

SIGNATURE GUARANTEES

To protect your account, the Fund and the Fund's Transfer Agent from fraud,
signature guarantees are required for certain redemptions. Signature guarantees
are used to verify that the person who authorizes a redemption is, in fact, the
registered shareholder. They are required whenever you:

-redeem shares and request that the proceeds be sent to someone other
than the registered shareholder(s) or to an address which is not the
registered address; or

-transfer shares from one Portfolio to another.

Signatures must be guaranteed by an "eligible guarantor institution" as
defined in Rule 17Ad-15 under the Securities Exchange Act of 1934. (The Regis
Service Center can provide you with a full definition of the term.) You can
obtain a signature guarantee at almost any bank, as well as through most
brokers, dealers, credit unions, national securities exchanges, registered
securities associations, clearing agencies and savings associations.
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. A notary public can not provide a signature guarantee.

The signature guarantee must appear either:

-on the written request for redemption; or

-on a separate instrument for assignment (a "stock power") which should
specify the total number of shares to be redeemed; or

-on all stock certificates tendered for redemption, and, if shares held
by the Fund are also being redeemed, then on the letter or stock power.

FURTHER INFORMATION ON SELLING SHARES

Normally, the Fund will make payment for all shares sold under this
procedure within one business day after we receive a request. In no event will
payment be made more than seven days after receipt of a redemption (sale)
request in good order. The Fund may suspend the right of redemption or postpone
the date at times when both the NYSE and Custodian Bank are closed, or under any
emergency circumstances as determined by the Commission.

If the Fund's Board of Trustees determines that it would be detrimental to
the best interests of the remaining shareholders of the Fund to make payments
wholly or partly in cash, the Fund may pay the redemption proceeds in whole or
in part by a distribution in-kind of liquid securities held by the Portfolio
instead of cash in conformity with applicable rules of the Commission. Investors
may incur brokerage charges when they sell portfolio securities received in
payment of redemptions.

HOW TO EXCHANGE SHARES

12
<PAGE>
executed at the share price determined at the market close on the following day.
For additional information regarding responsibility for the authenticity of
telephoned transaction instructions, see "How to Sell Shares -- By Telephone"
above. The Fund may also limit both the frequency and the amount of exchanges
permitted if it is in the interest of the Fund's shareholders. The exchange
privilege is only available with respect to Portfolios that are registered for
sale in a shareholder's state of residence.

Please review a Portfolio's investment objective before shifting money into
it. Make sure its objective and strategies fit with your long-term goals. Before
exchanging into a Portfolio, read its Prospectus. You may obtain one for the
Portfolio(s) you are interested in by calling The Regis Service Center at
1-800-638-7983. Remember, every time you exchange shares of one Portfolio for
another, your transaction is counted as a sale of the first security and a
purchase of the second. As a result, you may incur a tax liability by exchanging
shares if your investment has appreciated since you bought it. Consult your tax
adviser to determine your liability for capital gains taxes.

HOW SHARE PRICES ARE DETERMINED

The value of each share of the Portfolio is calculated every day that the
NYSE is open. This means that shares are valued after the market close,
generally at 4:00 p.m. Eastern Time on Monday through Friday, except for major
holidays when the NYSE is closed.

The value of each share is determined by adding up the total market value of
all the securities in the Portfolio plus cash and other assets, deducting
liabilities and then dividing by the total number of shares outstanding.

For stocks, we use the last quoted trading price as the market value. For
listed stocks, we use the price quoted by the exchange on which the stock is
primarily traded. Unlisted stocks and listed stocks which have not been traded
on the valuation date or for which market quotations are not readily available
are valued at a price between the last price asked and the last price bid. For
valuation purposes, quotations of foreign securities in a foreign currency are
converted to U.S. dollar equivalents based upon the bid price of such currencies
against U.S. dollars quoted by any major bank or by a broker.

The value of other assets and securities for which no quotations are readily
available (including restricted securities) is determined in good faith at fair
value using methods determined by the Fund's Board of Trustees.

DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES

DIVIDENDS

Stocks generate income in the form of dividends. The Portfolio will normally
distribute substantially all of its net investment income to shareholders in the
form of quarterly dividends. This means that the amount of income net of
expenses each share has earned over the past quarter will be determined and
subtracted from the total share value. The net income is then either distributed
to you in cash or reinvested in Portfolio shares at the new after-dividend
price, depending on your instructions to the Portfolio. Unless you specifically
tell us to distribute dividend income in cash, however, we will assume you want
this income reinvested. By law, you must pay taxes on any dividend income you
receive on your investments whether distributed in cash or reinvested in shares.
The Portfolio will send you a statement at the end of the year telling you
exactly how much dividend income you have earned for tax purposes.

CAPITAL GAINS

Capital gains are another source of appreciation to the Portfolio.
Basically, a capital gain is an increase in the value of a stock or bond.
However, for tax purposes, the Portfolio does not "realize" a capital gain
unless it sells a stock or bond which has appreciated.

You can incur capital gains in two ways. First, if the Portfolio buys a
stock or bond at one price, then sells it at a higher price, it will realize a
capital gain. At the end of the year, the capital gains the Portfolio has made
are added up and capital losses are subtracted. If any net capital gains are
realized, the Portfolio will normally distribute such gains annually. You will
receive a statement at the end of the year informing you of your share of the
Portfolio's capital gains.

The second way to incur capital gains is to sell or exchange your shares. If
you sell shares at a higher price than you bought them at, you will be
responsible for paying taxes on your gain. There are several ways to determine
your tax liability, and we suggest you contact a qualified tax adviser to help
you decide which is best for you.

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<PAGE>
TAXES

The Portfolio intends to qualify each year as a "regulated investment
company" under Federal tax law, and if it qualifies, the Portfolio will not be
liable for Federal income taxes, because it will have distributed all its net
investment income and net realized capital gains to shareholders. Shareholders
will then have to pay taxes on dividends, whether they are distributed as cash
or are reinvested in shares, and on net short-term capital gains. Dividends and
short-term capital gains will be taxed as ordinary income. Long-term capital
gains distributions are taxed as long-term capital gains. Such dividends and
distributions may be subject to state and local taxes. Redemptions of shares in
the Portfolio are taxable events for Federal income tax purposes. A shareholder
may also be subject to state and local taxes on such redemptions.

Dividends declared in October, November and December to shareholders of
record in such a month will be treated as if they had been paid by the Fund and
received by the shareholders on December 31 of the same calendar year, provided
that the dividends are paid before February of the following year.

The Fund is required by Federal law to withhold 31% of reportable payments
(which may include dividends, capital gains distributions and redemptions) paid
to shareholders who have not complied with IRS regulations. In order to avoid
this withholding requirement, you must certify on the Account Registration Form
or on a separate form supplied by the Fund that your Social Security or Taxpayer
Identification Number you have provided is correct and that you are not
currently subject to backup withholding or that you are exempt from backup
withholding.

Dividends and interest received by the Portfolio may give rise to
withholding and other taxes imposed by foreign countries. These taxes reduce the
Portfolio's dividends but are included in the taxable income reported on your
tax statement if the Portfolio qualifies for this tax treatment and elects to
pass it through to you. You may be able to claim an offsetting tax credit or
itemized deduction for foreign taxes paid by the Portfolio. Your tax statement
will generally show the amount of foreign tax for which a credit or deduction
may be available.

FUND MANAGEMENT AND ADMINISTRATION

INVESTMENT ADVISER

Chicago Asset Management Company (the "Adviser") is a registered investment
adviser formed in 1983. Its business offices are located at 70 West Madison
Street, 56th Floor, Chicago, IL 60602. The Adviser is a wholly-owned subsidiary
of United Asset Management Corporation and provides and offers investment
management and advisory services to corporations, unions, pensions and
profit-sharing plans, trusts, estates and other institutions and investors. The
Adviser currently has over $1.5 billion in assets under management.

The Portfolio pays an annual fee in monthly installments to the adviser for
advisory services. This fee is accrued daily and paid monthly as a percentage of
the average daily net assets in the Portfolio for that month. The percentage fee
on an annual basis is 0.625%.

The Adviser may compensate its affiliated companies for referring investors
to the Portfolio. The Adviser and its parent company may also make payments to
unaffiliated brokers who perform distribution, marketing, shareholder and other
services with respect to the Portfolio.

The investment professionals at the Adviser responsible for the day-to-day
management of the Portfolio and their qualifications are as follows:

<TABLE>
<S> <C>
Jon F. Holsteen, President, CEO and Chief Investment Officer
Education: Lake Forest College, BA
Experience: Founded Chicago Asset Management Company in 1983.
Kevin J. McGrath, Senior Vice President and Senior Portfolio
Manager--Equities
Education: Regis College, BA
St. Thomas College, MBA
Experience: Joined Chicago Asset Management Company in 1991.
Vice President, Smith Barney, Harris Upham, Inc.
1985-1991.
</TABLE>

Set forth below is certain performance data provided by Chicago Asset
Management Company relating to a composite of equity accounts of its tax-exempt
clients. These accounts had the same investment objective as the Portfolio and
were managed using substantially similar, though not in all cases, identical,
investment strategies and techniques as those contemplated for use by the
Portfolio. See "Details On Investment Policies." The results

14
<PAGE>
presented are not intended to predict or suggest the return to be experienced by
the Portfolio or the return an investor might achieve by investing in the
Portfolio. 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
Portfolio 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. Investors should not rely on the following
performance data. The performance data shown is that of the Adviser's private
accounts and is not indicative of the Portfolio's future performance.

EQUITY RETURNS FOR VARIOUS PERIODS ENDED
JUNE 30, 1995
(UNAUDITED)

<TABLE>
<CAPTION>
CHICAGO ASSET
MANAGEMENT COMPANY STANDARD & POOR'S
EQUITY PORTFOLIOS 500 INDEX
------------------ -----------------
<S> <C> <C>
One-year period......................... 28.6% 26.1%
Five-year period (average annual)....... 14.6% 12.1%
Ten-year period (average annual)........ 16.3% 14.7%
</TABLE>

This performance presentation conforms to the Association of Investment
Management Research Standards and is in compliance on a going-forward basis
beginning January 1, 1993. Results prior to January 1, 1993 are not in
compliance, the only difference being the use of end-of-period values to weight
portfolios instead of beginning-of-period values.

The Standard & Poor's 500 Index is an unmanaged index which assumes
reinvestment of dividends and is generally considered representative of U.S.
large capitalization stocks. All Chicago Asset Management Company performance
figures reflect reinvested interest income and dividends and a 0.4% deduction of
investment advisory fees. A client's return will be reduced by the advisory fees
and other expenses it may incur in the management of its investment advisory
account.

An actual fee charged to an individual portfolio may vary by size and type
of fund. On a worst case basis, annual performance could be reduced by as much
as 1% as a result of a management fee. This could have a compounding effect if
extended over several years.

The equity-only composite included every equity account as of June 30, 1995.
No accounts were excluded. As of June 30, 1995, 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. Leverage has not been used in any
portfolios included in this composite. A list of all composites of the firm is
available upon request.

ADMINISTRATOR

United States Trust Company of New York ("U.S. Trust"), through its
affiliate, Mutual Funds Service Company, provides all administrative, fund
accounting, dividend disbursing and transfer agent services to the Fund.

The Chase Manhattan Corporation, the parent company of The Chase Manhattan
Bank, N.A. ("Chase") and U.S. Trust Corporation, the parent company of U.S.
Trust, have entered into a merger agreement which, when completed, will transfer
U.S. Trust's securities processing businesses, including Mutual Funds Service
Company, to Chase. It is anticipated that this transaction will be completed in
September of 1995 and will not affect the nature or quality of the
administrative services furnished to the Fund and its Portfolios.

According to the Fund Administration Agreement, the Portfolio pays the
administrator a fee for its services. This fee is a portion of the total fee
paid by all the Regis Portfolios. On an annualized basis, this total fee equals:

0.20% of the first $200 million in combined assets
0.12% of the next $800 million in combined assets
0.08% on assets over $1 billion but less than $3 billion
0.06% on assets over $3 billion

15
<PAGE>
Fees are allocated among the Portfolios on the basis of their relative
assets and are subject to a designated minimum fee schedule per Portfolio which
ranges from $2,000 per month upon inception of a Portfolio to $70,000 annually
after two years.

DISTRIBUTOR

RFI Distributors (the "Distributor"), a division of Regis Retirement Plan
Services, Inc., a wholly-owned subsidiary of United Asset Management
Corporation, distributes the shares of the Fund. Under the Fund's Distribution
Agreement (the "Distribution Agreement"), the Distributor, as agent of the Fund,
agrees to use its best efforts as sole distributor of the Fund's shares. The
Distributor does not receive any fee or other compensation under the
Distribution Agreement with respect to this Portfolio. The Distribution
Agreement continues in effect as long as the Fund's Board of Trustees, including
a majority of the Trustees who are not parties to the Distribution Agreement or
interested persons of any such party, approve it on an annual basis. The
Distribution Agreement provides that the Fund will bear the costs of the
registration of its shares with the Commission and various states and the
printing of its prospectuses, statements of additional information and reports
to shareholders.

CUSTODIAN

Morgan Guaranty Trust Company of New York serves as custodian of the Fund's
assets.

ACCOUNTANTS

Price Waterhouse LLP acts as the independent accountants for the Fund and
audits its financial statements annually.

ADMINISTRATOR, TRANSFER AND DIVIDEND DISBURSING AGENT

Mutual Funds Service Company, 73 Tremont Street, Boston, MA 02108, acts as
administrator, transfer agent and dividend disbursing agent for the Fund.

REPORTS

Investors will receive unaudited semi-annual financial statements and annual
financial statements audited by Price Waterhouse LLP.

SHAREHOLDER INQUIRIES

Shareholder inquiries may be made by writing to the Fund at the address
listed on the cover of this Prospectus or by calling 1-800-638-7983.

LITIGATION

The Fund is not involved in any litigation.

PRINCIPAL BUSINESS ADDRESS OF DISTRIBUTOR

RFI Distributors
One International Place, 44th Floor
100 Oliver Street
Boston, Massachusetts 02110

GENERAL FUND INFORMATION

The Portfolio is one of a series of investment portfolios available through
The Regis Fund II, an open-end investment company known as a "mutual fund." Each
of the Portfolios which make up the Fund have different investment objectives
and policies. Together, the Portfolios offer a diverse set of risk and return
characteristics to suit a wide range of investor needs. The Fund was organized
on May 18, 1994 as a Delaware business trust.

DESCRIPTION OF SHARES AND VOTING RIGHTS

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 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.

16
<PAGE>
so. As of July 31, 1995, John F. McNamara, Norton H. Reamer, William H. Park,
Trustees, UAM Profit Sharing & 401(k) Plan, Chicago, IL held of record 79.5% for
which beneficial ownership is disclaimed or presumed disclaimed. The persons or
organizations 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. A shareholder is entitled to one vote for each
full share held (and a fractional vote for each fractional share held), then
standing in his or her name on the books of the Fund. Both Institutional Class
and Institutional Service Class Shares represent an interest in the same assets
of a Portfolio and are identical in all respects except that the Institutional
Service Class Shares bear certain expenses related to shareholder servicing, may
bear expenses related to the distribution of such shares and have exclusive
voting rights with respect to matters relating to such distribution
expenditures. The Fund will not ordinarily hold shareholder meetings except as
required by the 1940 Act and other applicable laws. The Fund has undertaken that
its Trustees will call a meeting of shareholders if such a meeting is requested
in writing by the holders of not less than 10% of the outstanding shares of the
Fund. To the extent required by the undertaking, the Fund will assist
shareholder communications in such matters.

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS OR IN THE
PORTFOLIO'S STATEMENT OF ADDITIONAL INFORMATION, IN CONNECTION WITH THE OFFERING
MADE BY THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR ITS
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING BY THE FUND IN ANY JURISDICTION
IN WHICH SUCH OFFERING MAY NOT BE LAWFULLY MADE.

17
<PAGE>
THE REGIS FAMILY OF FUNDS -- INSTITUTIONAL CLASS SHARES

ACADIAN ASSET MANAGEMENT, INC.
Acadian Emerging Markets Portfolio
Acadian International Equity Portfolio

CHICAGO ASSET MANAGEMENT COMPANY
Chicago Asset Management Value/Contrarian Portfolio
Chicago Asset Management Intermediate Bond Portfolio

COOKE & BIELER, INC.
C&B Balanced Portfolio
C&B Equity Portfolio

C.S. MCKEE & COMPANY, INC.
McKee U.S. Government Portfolio
McKee Domestic Equity Portfolio
McKee International Equity Portfolio

DEWEY SQUARE INVESTORS CORPORATION
DSI Disciplined Value Portfolio
DSI Limited Maturity Bond Portfolio
DSI Money Market Portfolio

FIDUCIARY MANAGEMENT ASSOCIATES, INC.
FMA Small Company Portfolio

INVESTMENT COUNSELORS OF MARYLAND, INC.
ICM Equity Portfolio
ICM Fixed Income Portfolio
ICM Small Company Portfolio

MURRAY JOHNSTONE INTERNATIONAL LTD.
MJI International Equity Portfolio

NWQ INVESTMENT MANAGEMENT COMPANY
NWQ Balanced Portfolio
NWQ Value Equity Portfolio

RICE, HALL, JAMES & ASSOCIATES
Rice, Hall, James Small Cap Portfolio

SIRACH CAPITAL MANAGEMENT, INC.
Sirach Fixed Income Portfolio
Sirach Growth Portfolio
Sirach Short-Term Reserves Portfolio
Sirach Special Equity Portfolio
Sirach Strategic Balanced Portfolio

SPECTRUM ASSET MANAGEMENT, INC.
SAMI Preferred Stock Income Portfolio

STERLING CAPITAL MANAGEMENT COMPANY
Sterling Partners' Balanced Portfolio
Sterling Partners' Equity Portfolio
Sterling Partners' Short-Term Fixed Income Portfolio

THOMPSON, SIEGEL & WALMSLEY, INC.
TS&W Equity Portfolio
TS&W Fixed Income Portfolio
TS&W International Equity Portfolio

18
<PAGE>
THE REGIS FUND II
THE REGIS SERVICE CENTER
C/O MUTUAL FUNDS SERVICE COMPANY
P.O. BOX 2798
BOSTON, MA 02208-2798
1-800-638-7983

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

CHICAGO ASSET MANAGEMENT INTERMEDIATE BOND PORTFOLIO
INSTITUTIONAL CLASS SHARES
INVESTMENT ADVISER: CHICAGO ASSET MANAGEMENT COMPANY
- --------------------------------------------------------------------------------

PROSPECTUS -- AUGUST 28, 1995

Chicago Asset Management Intermediate Bond Portfolio is one of a series of
investment portfolios available through The Regis Fund II (the "Fund"), an
open-end investment company known as a "mutual fund." Each of the Portfolios
that make up the Fund have different investment objectives and policies. In
addition, several of the Fund's Portfolios offer two separate classes of shares:
Institutional Class Shares and Institutional Service Class Shares. Shares of
each class represent equal, pro rata interests in a Portfolio and accrue
dividends in the same manner except that Institutional Service Class Shares bear
certain fees payable by that class to financial institutions for services they
provide to the owners of such shares. Chicago Asset Management Intermediate Bond
Portfolio currently offers only one class of shares. The securities offered in
this Prospectus are Institutional Class Shares of one diversified, no-load
Portfolio of the Fund managed by Chicago Asset Management Company.

The Chicago Asset Management Intermediate Bond Portfolio seeks a high level
of current income consistent with moderate interest rate exposure by investing
primarily in investment grade bonds with an average weighted maturity between 3
and 10 years. There can be no assurance that the Portfolio will achieve its
stated objective.

Please keep this Prospectus for future reference since it contains the
information that you should understand before you invest. You may also wish to
review the Chicago Asset Management Portfolios' "Statement of Additional
Information" dated August 28, 1995 which was filed with the Securities and
Exchange Commission and has been incorporated by reference into this Prospectus.
(It is legally considered to be a part of this Prospectus). Please call or write
The Regis Fund II at the above address to obtain a free copy of this Statement.

<TABLE>
<CAPTION>
PAGE
---------
<S> <C>
Fees and Expenses................................................................................................ 1

Summary: About the Portfolio..................................................................................... 2

Risk Factors..................................................................................................... 2

Financial Highlights............................................................................................. 3

Performance Calculations......................................................................................... 4

Details on Investment Policies................................................................................... 4

Buying, Selling and Exchanging Shares............................................................................ 10

How Share Prices are Determined.................................................................................. 14

Dividends, Capital Gains Distributions and Taxes................................................................. 14

Fund Management and Administration............................................................................... 15

General Fund Information......................................................................................... 18

The Regis Family of Funds -- Institutional Class Shares.......................................................... 19
</TABLE>
<PAGE>
FEES AND EXPENSES

Investors will be charged various fees and expenses incurred in managing the
Chicago Asset Management Intermediate Bond Portfolio (the "Portfolio")
including:

<TABLE>
<S> <C>
Sales Load Imposed on Purchases:........................................ NONE
Sales Load Imposed on Reinvested Dividends:............................. NONE
Deferred Sales Load:.................................................... NONE
Redemption Fees:........................................................ NONE
Exchange Fees:.......................................................... NONE
</TABLE>

<TABLE>
<S> <C>
Investment Advisory Fees:.............................................. 0.48%
Administrative Fees:................................................... 0.51%
12b-1 Fees:............................................................ NONE
Other Expenses:........................................................ 0.65%
Reimbursed Expenses and Advisory Fees:................................. (0.84)%
----------
Total Operating Expenses:.............................................. 0.80%*
----------
----------
</TABLE>

- ------------------------
*Chicago Asset Management Company has voluntarily agreed to waive its advisory
fees or reimburse expenses, if necessary, in order to keep the Portfolio's
total operating expenses (excluding interest, taxes and extraordinary expenses)
from exceeding 0.80% of its average daily net assets through April 30, 1996. If
it were not for the fee waiver and/or reimbursement, the Portfolio's estimated
total annual operating expenses would be 1.64% of average daily net assets. The
Portfolio will not reimburse the Adviser for any advisory fees which are waived
or Portfolio expenses which the Adviser may bear on behalf of the Portfolio.

The fees and expenses set forth above are estimated amounts for the
Portfolio's first full year of operations assuming average daily net assets of
$10 million.

<TABLE>
<CAPTION>
1 YEAR 3 YEARS
------ -------
<S> <C> <C>
Expenses:.................................................... $8 $26
</TABLE>

THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES OR PERFORMANCE. ACTUAL EXPENSES MAY BE GREATER OR LESSER THAN THOSE
SHOWN ABOVE.

1
<PAGE>
SUMMARY: ABOUT THE PORTFOLIO . . .

OBJECTIVE:

The Portfolio seeks a high level of current income consistent with moderate
interest rate exposure by investing primarily in investment grade notes or bonds
with an average weighted maturity between 3 and 10 years. There can be no
assurance that the Portfolio will achieve its stated objective.

HOW IS THE PORTFOLIO MANAGED?

Chicago Asset Management Company (the "Adviser") seeks to reduce the risk
that is inherent in the fast-changing bond market while adding to the return
available from a bond market index. (See "Details on Investment Policies.")

WHO MANAGES THE PORTFOLIO?

WHO SHOULD INVEST IN THE PORTFOLIO?

The Portfolio is suitable for investors who seek high current income from
their investments and who wish to have moderate exposure to principal
fluctuation. (See "Retirement Plans.")

HOW TO INVEST

DIVIDENDS AND DISTRIBUTIONS

HOW TO REDEEM

RISK FACTORS

Investing in the Portfolio entails a number of risks. As with any bond
investment, shares of the Portfolio will rise in value when interest rates fall
and vice versa. In addition, you should consider the following factors that
could effect the Portfolio's rate of return:

-The Portfolio may invest in repurchase agreements which entail a risk of
loss should the seller default on its transaction.

-The Portfolio may lend its investment securities which entails a risk of
loss should a borrower fail financially.

-The Portfolio may purchase securities on a when-issued basis which do not
earn interest until issued and may decline or appreciate in market value
prior to their delivery to the Portfolio.

-The Portfolio may engage in various strategies to seek to hedge its
investments against movements in security prices, interest rates, and
currency exchange rates by the use of derivatives including options and

2
<PAGE>
futures as well as options on futures. These strategies involve the risk of
imperfect correlation in movements in the price of options and futures and
movements in the price of securities, interest rates or currencies which
are the subject of the hedge. These transactions are also subject to the
risk factors associated with foreign investments generally. There can be no
assurance that a liquid secondary market for options and futures contracts
will exist at any specific time.

-Adverse economic and corporate changes and changes in interest rates may
have a greater impact on issuers of lower rated and unrated debt securities
in which the Portfolio may invest, which may lead to greater price
volatility. Also, lower rated securities may be more difficult to value
accurately or sell in the secondary market.

-The Portfolio's performance may depend on the ability of the Adviser who
has substantial experience as an investment adviser but limited experience
as adviser to a mutual fund.

-The Portfolio may enter into interest rate hedging strategies commonly
referred to as "derivatives", which if employed incorrectly may adversely
affect the Portfolio.

Further information about these risk factors is contained in the "Details on
Investment Policies" section of this Prospectus.

FINANCIAL HIGHLIGHTS

The following table provides selected per share data and ratios for a share
outstanding throughout the period presented of the Chicago Asset Management
Intermediate Bond Portfolio and is part of the Portfolio's Financial Statements
included in the Portfolio's 1995 Annual Report to Shareholders which is
incorporated by reference into the Portfolio's Statement of Additional
Information. The Portfolio's Financial Statements have been audited by Price
Waterhouse LLP whose opinion thereon (which is unqualified) is also incorporated
by reference into the Portfolio's Statement of Additional Information. The
following information should be read in conjunction with the Portfolio's 1995
Annual Report to Shareholders.

<TABLE>
<CAPTION>
JANUARY 24,
1995** TO
APRIL 30, 1995
--------------
<S> <C>
NET ASSET VALUE, BEGINNING OF PERIOD........................... $ 10.00

INCOME FROM INVESTMENT OPERATIONS
Net Investment Income+#...................................... 0.17
Net Realized and Unrealized Gain on Investments.............. 0.26
--------------
Total from Investment Operations........................... 0.43
--------------
DISTRIBUTIONS
Net Investment Income........................................ (0.10)
--------------
NET ASSET VALUE, END OF PERIOD................................. $ 10.33
--------------
--------------
TOTAL RETURN++................................................. 4.31%
--------------
--------------
RATIOS AND SUPPLEMENTAL DATA
Net Assets, End of Period...................................... $5,266,893
Ratio of Net Expenses to Average Net Assets.................... 0.80%*
Ratio of Net Investment Income to Average Net Assets........... 6.20%*
Portfolio Turnover Rate........................................ 0%
</TABLE>

- ------------
* Annualized.

** Commencement of Operations.

+ Net of voluntarily waived fees and reimbursed expenses of $.08 per share for
the period ended April 30, 1995.

++ Total return would have been lower had the Adviser not waived and reimbursed
certain expenses during the period.

# Net investment income per share has been calculated in accordance with SEC
requirements with the exception that end of year undistributed net investment
income has not been adjusted to reflect current year permanent book-tax
differences.

3
<PAGE>
PERFORMANCE CALCULATIONS

The Portfolio measures performance by calculating yield and total return.
Both yield and total return figures are based on historical earnings and are not
intended to indicate future performance.

Yield refers to the income generated by an investment in the Portfolio over
a given period of time, expressed as an annual percentage rate. Yields are
calculated according to a standard that is required for all bond funds. As this
differs from other accounting methods, the quoted yield may not equal the income
actually paid to shareholders.

The Portfolio's Annual Report to Shareholders, which may be obtained without
charge, contains information about past performance together with a comparison
to an appropriate index.

Write to "The Regis Fund II" at the address on the front cover of this
Prospectus or call 1-800-638-7983 to obtain your free copy of the Annual Report
to Shareholders.

DETAILS ON INVESTMENT POLICIES

INVESTMENT STRATEGY

The Portfolio seeks to achieve its objective by investing at least 65% of
its total assets under normal circumstances in intermediate-term investment
grade notes or bonds with an average weighted maturity between 3 and 10 years.
Investment grade bonds are generally considered to be those bonds having one of
the four highest grades assigned by Moody's Investors Service, Inc. ("Moody's")
(Aaa, Aa, A or Baa) or Standard & Poor's Corporation ("S&P") (AAA, AA, A or
BBB), or, if unrated, of equivalent quality in the Adviser's judgment. Bonds
rated Baa or BBB have speculative characteristics and may be more sensitive to
changes in the economy and the financial condition of issuers than higher rated
bonds. The Portfolio may invest no more than 10% of its assets in debt
securities that at the time of purchase are rated lower than investment grade.
These are commonly referred to as "junk bonds". See the discussion of high yield
securities in "Other Investment Policies" below. The Adviser also reserves the
right to retain securities which are downgraded by one or both of the rating
agencies, if in the Adviser's judgment, the retention of securities is
warranted. The Portfolio's Statement of Additional Information contains a more
detailed description of corporate bond ratings.

The Adviser will seek to achieve the Portfolio's objective by investing in
the following securities: corporate notes and bonds, mortgage-backed securities
including collateralized mortgage obligations and asset-backed securities which
are deemed by the Adviser and the rating agencies cited above to be of
investment grade quality; variable rate and fixed rate debt securities which at
the time of purchase are rated as investment grade; short-term securities deemed
by the Adviser to have comparable ratings; and securities of, or guaranteed by,
the U.S. government, its agencies or instrumentalities.

While the Adviser anticipates that the majority of the assets in the
Portfolio will be U.S. dollar denominated securities, it reserves the right to
purchase obligations of foreign governments, agencies, or corporations
denominated either in U.S. dollars or foreign currencies. The credit quality
standards applied to foreign obligations are the same as those applied to the
selection of U.S. based securities.

For temporary defensive purposes, the Portfolio may reduce its holdings of
fixed income securities and increase, up to 100%, its holdings in short-term
investments. The Adviser may employ a defensive investment posture during
adverse market conditions. See "Short-Term Investments" below for a description
of the types of short-term instruments in which the Portfolio may invest for
temporary defensive purposes. When the Portfolio is in a temporary defensive
position, it may not necessarily be pursuing its stated investment objective.

4
<PAGE>
The Portfolio is managed to control the risk of investing in the bond
market. The Adviser's investment approach offers some protection from
fluctuation in bond prices or volatility. Bond prices fluctuate dramatically
due, most visibly, to changes in interest rates. Other factors impact the value
of bonds held in a Portfolio, as well, including changes in:

-Investors perception of the value of certain broad classes of
bonds, such as corporate, government or mortgage-backed
securities (sector positioning);

-The relationship between long-term and short-term interest rates
(the yield curve);

-The correlation between yields offered on different types of
bonds (spreads);

-The likelihood that bonds will be redeemed before maturity
(option-adjusted spreads); and

-The fact that the credit outlook for a specific security can
change over time.

Since so many different factors affect bond prices, it has been difficult,
historically, for bond fund managers to outperform a bond market index. The
Adviser believes this is particularly true of bond managers who try to predict
interest rate movements. It has observed that these managers often change
investment strategy at the top or bottom of the market, adding to long-term bond
holdings when interest rates are low and shoring up short-term positions when
interest rates are high. This tendency naturally causes portfolio performance to
vary widely. Therefore, the Adviser does not depend on the use of interest rate
forecasting in managing the Portfolio.

At market tops and bottoms, market psychology tends to drive bond prices to
extremes, overshooting their long-term equilibrium levels. As a result,
"conventional wisdom" about a given security or sector's price movement or
relative value, is often wrong. The Adviser believes it will be possible to add
to the Portfolio's return by taking a contrarian approach and also focusing its
efforts on the more traditional aspects of portfolio management. In particular,
the Adviser scrutinize sector valuations, coupons, call features and the shape
of the yield curve in making its investment decisions.

OTHER INVESTMENT POLICIES

FOREIGN INVESTMENTS

The Portfolio may invest up to 10% of its assets in securities of foreign
issuers. Investors should recognize that investing in foreign securities
involves certain risks which are not typically associated with investing in
domestic securities. Since bonds issued by foreign entities may be denominated
in foreign currencies, and the Portfolio may temporarily hold uninvested
reserves in bank deposits in foreign currencies, the Portfolio's value may rise
or fall depending on currency exchange rates. The Portfolio may also have to pay
a fee to convert funds from one currency to another.

In addition, non-U.S.-based issuers are not subject to the same accounting,
auditing and financial reporting standards as are domestic issuers. There may be
less publicly-available information about non-U.S.-based issuers which may make
it difficult to make investment decisions. Political factors may have an impact
in the form of confiscatory taxation, expropriation or political instability in
international markets.

Although the Portfolio will seek the most favorable trading costs available
in any given market, investors should recognize that foreign commissions are
generally higher than those in the United States. In addition, custodial
expenses, that is, fees paid to foreign financial institutions for holding the
Portfolio's securities, will generally be higher than would be the case in the
United States.

The Portfolio may engage in various investment techniques, such as futures
contracts, options on futures contracts, options, and interest rate swap
transactions. See "Other Investment Policies--Hedging and Related Strategies and
Risk Considerations" for more information on these instruments.

5
<PAGE>
HIGH YIELD/HIGH RISK SECURITIES

The Portfolio may invest up to 10% of its assets in high yield securities
which are rated below investment grade or are unrated. Lower rated or unrated
securities are more likely to react to developments affecting market and credit
risk than are more highly rated securities, which react primarily to movements
in the general level of interest rates. The market values of fixed-income
securities tend to vary inversely with the level of interest rates. Yields and
market values of high yield securities will fluctuate over time, reflecting not
only changing interest rates but the market's perception of credit quality and
the outlook for economic growth. When economic conditions appear to be
deteriorating, medium to lower rated securities may decline in value due to
heightened concern over credit quality, regardless of prevailing interest rates.
The Adviser will consider both credit risk and market risk in selecting fixed
income securities for the Portfolio.

The high yield securities market is still relatively new and its recent
growth paralleled a long period of economic expansion and an increase in merger,
acquisition and leveraged buyout activity. Adverse economic developments may
disrupt the market for high yield securities, and severely affect the ability of
issuers, especially highly leveraged issuers, to service their debt obligations
or to repay their obligations upon maturity. In addition, the secondary market
for high yield securities, which is concentrated in relatively few market
makers, may not be as liquid as the secondary market for more highly rated
securities. As a result, the Adviser could find it more difficult to sell these
securities or may be able to sell the securities only at prices lower than if
such securities were widely traded. Prices realized upon the sale of such lower
rated or unrated securities, under these circumstances, may be less than the
prices used in calculating the Portfolio's net asset value.

Prices for high yield securities may be affected by legislative and
regulatory developments. These laws could adversely affect the Portfolio's net
asset value and investment practices, the secondary market for high yield
securities, the financial condition of issuers of these securities and the value
of outstanding high yield securities. For example, federal legislation requiring
the divestiture by federally insured savings and loan associations of their
investments in high yield bonds and limiting the deductibility of interest by
certain corporate issuers of high yield bonds adversely affected the market in
recent years.

Lower rated or unrated debt obligations also present risks based on payment
expectations. If an issuer calls the obligations for redemption, the Fund may
have to replace the security with a lower yielding security, resulting in a
decreased return for investors. If the Portfolio experiences unexpected net
redemptions, it may be forced to sell its higher rated securities, resulting in
a decline in the overall credit quality of the Portfolio's investment portfolio
and increasing the exposure of the Portfolio to the risks of high yield
securities.

The chart below indicates the Portfolio's weighted average composition of
debt securities graded by S&P for the period from the Portfolio's inception
(January 24, 1995) through April 30, 1995. The Portfolio did not invest in debt
securities graded lower than investment grade during this period.

<TABLE>
<CAPTION>
DEBT SECURITIES RATINGS PERCENTAGE OF
(STANDARD & POOR'S) NET ASSETS
------------------------------ -------------
<S> <C>
Government Agencies.................................................... 45.98%
AAA.................................................................... 10.86%
AA..................................................................... 13.00%
A...................................................................... 25.28%
BBB.................................................................... 4.87%
</TABLE>

The weighted average indicated above was calculated on a dollar weighted
basis and was computed as at the end of each month through April 30, 1995. The
chart does not necessarily indicate what the composition of the Portfolio will
be in the current and subsequent fiscal years. For a description of S&P's
ratings of fixed income securities, see "Appendix -- Description of Corporate
Bond Ratings" in the Statement of Additional Information.

SHORT-TERM INVESTMENTS

In order to earn a return on uninvested assets, meet anticipated
redemptions, or for temporary defensive purposes, the Portfolio may invest a
portion of its assets in domestic and foreign money market instruments including
certificates of deposit, bankers acceptances, time deposits, U.S. government
obligations, U.S. government agency securities, short-term corporate debt
securities, and commercial paper rated A-1 or A-2 by S&P or Prime-1 or Prime-2
by Moody's or if unrated, determined by the Adviser to be of comparable quality.

REPURCHASE AGREEMENTS

6
<PAGE>
the security plus the interest rate that the purchaser will receive while
holding it. In effect, the Portfolio is lending its funds to the seller at an
agreed upon interest rate and receiving a security as collateral for the loan.
Repurchase agreements can range from overnight to a fixed term. They are a
common way to earn interest on short-term funds.

There are some risks involved in repurchase agreements. If the seller
defaults on its agreement to buy back the securities and the value of those
securities falls, the Portfolio may incur losses in selling these securities on
the open market. Also, if the seller enters bankruptcy, the bankruptcy court may
decide that the securities are collateral not within the control of the
Portfolio and therefore are subject to sale by the Trustee in the bankruptcy.
Finally, it is possible that the Portfolio may not be able to prove its
ownership of the underlying securities. The Adviser believes that these risks
can be controlled by carefully reviewing the securities involved in a repurchase
agreement as well as the credit rating of the other party in the transaction.
The Portfolio may invest in repurchase agreements collateralized by U.S.
government securities, certificates of deposit, bankers acceptances and other
short-term securities as outlined above under "Short-Term Investments".

WHEN-ISSUED, FORWARD DELIVERY AND DELAYED SETTLEMENT SECURITIES

The Portfolio engages in these types of purchases in order to buy securities
that fit with its investment objective at attractive prices -- not to increase
its investment leverage.

Securities purchased on a when-issued basis may decline or appreciate in
market value prior to their actual delivery to the Portfolio.

MORTGAGE-BACKED AND ASSET-BACKED SECURITIES

The Portfolio may invest in pools of consumer loans or mortgages such as
collateralized mortgage obligations. Asset-backed securities may consist of
securities collateralized by shorter term loans such as automobile loans, home
equity loans or credit card receivables, the payments from which are passed
through to the security holder. The value of these securities may be
significantly affected by changes in interest rates, the market's perceptions of
the issuers, and the creditworthiness of the parties involved. Mortgage-backed
securities in which the Portfolio may invest will either carry a guarantee from
an agency of the U.S. government or a private issuer of the timely payment of
principal and interest or are sufficiently seasoned to be considered by the
Adviser to be of investment grade quality.

Mortgage-backed and asset-backed securities are also subject to prepayment
risks. Prepayment risk is the possibility that, during periods of declining
interest rates, mortgage prepayments will accelerate on mortgage-backed
securities, especially on those with high stated interest rates. Prepayment risk
has two important effects. First, like bonds in general, mortgage-backed
securities will generally decline in price when interest rates rise. Second,
when interest rates fall and additional mortgage prepayments must be reinvested
at lower interest rates, the Portfolio's rate of dividend income may be reduced.
Mortgage-backed and asset-backed securities held by the Portfolio will be rated
investment grade by Moody's or S&P at the time of purchase, or if unrated,
determined to be of equivalent quality by the Adviser.

HEDGING AND RELATED STRATEGIES AND RISK CONSIDERATIONS

7
<PAGE>
Hedging strategies may also be used in an attempt to manage the Portfolio's
exposure to changing interest rates, security prices and currency exchange
rates. The Portfolio may buy or sell futures contracts, write covered call
options and buy put and call options on any security, index or currency
including options and futures traded on foreign exchanges and options not traded
on exchanges. The Portfolio's ability to use these strategies may be limited by
market conditions, regulatory limits and tax considerations. The Portfolio's
obligation under such hedging strategies will be covered by the maintenance of a
segregated account consisting of cash, U.S. government securities or high grade
debt obligations equal to at least 100% of the Portfolio's commitment. The
Statement of Additional Information contains further information on all of these
strategies and the risks associated with them.

8
<PAGE>
or even no correlation, between price movements of hedging instruments and price
movements of the investments being hedged, (3) the fact that, while hedging
strategies can reduce the risk of loss, they can also reduce the opportunity for
gain, or even result in losses, by offsetting favorable price movements in
hedged investments and (4) the possible inability of the Portfolio to purchase
or sell a portfolio security at a time that otherwise would be favorable for it
to do so, or the possible need for the Portfolio to sell a portfolio security at
a disadvantageous time, due to the need for it to maintain "cover" or to
segregate securities in connection with hedging transactions and the possible
inability of the Portfolio to close out or to liquidate its hedged position.

RESTRICTED AND ILLIQUID SECURITIES

LENDING OF PORTFOLIO SECURITIES

PORTFOLIO TURNOVER

This Portfolio is managed for long-term appreciation, rather than short-term
trading profits. As a result, the Adviser seeks to keep portfolio turnover below
150%. (A turnover rate of 100% would mean that all securities in the Portfolio
would be replaced within a one-year period.) However, portfolio turnover depends
to a great degree on market conditions. Occasionally, when the market shifts
suddenly or when the prospects for individual bonds change quickly, the Adviser
may find it necessary to sell securities which have not been in the Portfolio
for very long. High rates of portfolio turnover necessarily result in heavier
brokerage and portfolio trading costs which is paid by the Portfolio. Higher
rates of turnover may result in the realization of capital gains. To the extent
net short-term capital gains are realized, any distributions resulting from such
gains are considered ordinary income for federal income tax purposes. The
Portfolio will not normally engage in short-term trading, but it reserves the
right to do so.

9
<PAGE>
INVESTMENT LIMITATIONS

The Portfolio's limitations are as follows:

(a) With respect to 75% of its assets, the Portfolio may not own more than
5% of the securities of any single issuer (other than investments issued
or guaranteed by the U.S. Government or any of its agencies or
instrumentalities);

(b) With respect to 75% of its assets, the Portfolio may not own more than
10% of the outstanding voting securities of any one issuer;

(c) The Portfolio may not invest more than 5% of its assets in securities of
issuers (other than securities issued or guaranteed by the U.S. or
foreign governments or their political subdivisions) that have (with
predecessors) less than 3 years of continuous operation;

(d) The Portfolio may not invest more than 25% of its assets in companies
within a single industry; however, there are no limitations on
investments made in instruments issued or guaranteed by the U.S.
Government and its agencies;

(e) The Portfolio may not make loans except by purchasing debt securities in
accordance with its investment objective and policies or entering into
repurchase agreements or by lending its portfolio securities to banks,
brokers, dealers or other financial institutions as long as the loans
are made in compliance with the 1940 Act and the rules, regulations and
interpretations of the Commission;

(f) The Portfolio may not borrow except from banks in extraordinary
circumstances for temporary or emergency purposes. In this situation,
the Portfolio may not (1) borrow more than 33 1/3% of its total assets
and (2) cannot buy additional securities if it borrows more than 5% of
its total assets; and

(g) Pledge, mortgage or hypothecate more than 33 1/3% of its total assets at
fair market value.

PORTFOLIO TRANSACTIONS

BUYING, SELLING AND EXCHANGING SHARES

10
<PAGE>
Shares of the Portfolio may be purchased by customers of broker-dealers or
other financial intermediaries ("Service Agents") which have established a
shareholder servicing relationship with the Fund on behalf of their customers.
Service Agents may impose additional or different conditions or other account
fees on the purchase and redemption of Portfolio shares by their customers. Each
Service Agent is responsible for transmitting to its customers a schedule of any
such fees and information regarding any additional or different conditions
regarding purchases and redemptions. Shareholders who are customers of Service
Agents should consult their Service Agent for information regarding these fees
and conditions. Certain Service Agents may receive compensation from the Fund,
the Fund's Distributor, the Adviser, or any of the Adviser's affiliates. A
salesperson and any other person entitled to receive compensation for selling or
servicing Portfolio shares may receive different compensation with respect to
one particular class of shares over another in the Fund.

Service Agents may enter confirmed purchase orders on behalf of their
customers. If you buy shares of the Portfolio in this manner, the Service Agent
must receive your investment order before the close of trading on the NYSE, and
transmit it to the Fund's Transfer Agent prior to the close of the Transfer
Agent's business day and to the Distributor to receive that day's share price.
Proper payment for the order must be received by the Transfer Agent no later
than the time when the Portfolio is priced on the following business day.
Service Agents are responsible to their customers, the Fund and the Fund's
Distributor for timely transmission of all subscription and redemption requests,
investment information, documentation and money.

HOW TO BUY SHARES BY MAIL

The Regis Fund II
The Regis Service Center
c/o Mutual Funds Service Company
P.O. Box 2798
Boston, MA 02208-2798

Mail the other copy, without the check, to:

RFI Distributors
One International Place, 44th Floor
100 Oliver Street
Boston, MA 02110

HOW TO BUY SHARES BY WIRE

11
<PAGE>
Once you have an account number, call your bank and instruct them to wire a
specified amount to the Fund's custodian, Morgan Guaranty Trust Company of New
York ("Custodian Bank"). You will be asked to provide the following information:

Morgan Guaranty Trust Company of New York
New York, NY 10015
ABA# 0210-0023-8
DDA Acct. #00166786
F/B/O The Regis Fund II
Ref: Chicago Asset Management Intermediate Bond Portfolio
Your account number:
----------------------------
Your account name:
------------------------------

After you have instructed the bank to wire the money, you must forward a
completed Account Registration Form to The Regis Service Center as soon as
possible. You can obtain forms by calling The Regis Service Center at
1-800-638-7983. Federal Funds purchases will be accepted only on days when the
NYSE and the Custodian Bank are open for business.

IN-KIND PURCHASES

The Fund will not accept securities for exchange unless they meet the
following criteria:

-The securities are eligible to be included in the Portfolio and
market quotes can readily be obtained for them as evidenced by a
listing on the American Stock Exchange, the NYSE or NASDAQ or are
bonds rated Aaa, Aa, A or Baa by Moody's or AAA, AA, A or BBB by
S&P.

-The investor assures the Fund that the securities are not subject
to any restrictions under the Securities Act of 1933 or any other
law or regulation.

-The value of the securities exchanged does not increase the
Portfolio's position in any specific issuer's security to more
than 5% of the Portfolio's net assets.

RETIREMENT PLANS

The Portfolio is also suitable for individual tax-deferred retirement plans
including 401(k) Defined Contribution Plans and IRA Contributions or Rollovers.

HOW TO SELL SHARES

You may sell shares by telephone or mail at any time, free of charge. Your
shares will be valued at the next price calculated after we receive your
instructions to sell.

BY MAIL

To redeem by mail, include:

-your share certificates, if we have issued them to you;

12
<PAGE>
-a letter which tells us how many shares you wish to redeem or,
alternatively, what dollar amount you wish to receive;

-a signature guaranteed by your bank, broker or other financial
institution (see "Signature Guarantees" below); and

-any other necessary legal documents, in the case of estates,
trusts, guardianships, custodianships, corporations, pension and
profit-sharing plans and other organizations.

If you are not sure which documents to send, please contact The Regis
Service Center at 1-800-638-7983.

BY TELEPHONE

To redeem shares by telephone, you must have completed an Account
Registration Form and have returned it to the Fund. Once this form is on file,
simply call the Fund and request the redemption amount to be mailed to you or
wired to your bank. The Fund and the Fund's Transfer Agent will employ
reasonable precautions to make sure that the instructions communicated by
telephone are genuine. You will be asked to provide certain personal
identification when you open an account, and again, when you request a telephone
redemption. In addition, all telephone transaction requests will be recorded and
investors may be required to provide additional telecopied written instructions
of such transaction requests. Neither the Fund nor the Transfer Agent will be
responsible for any loss, additional cost or expense for following instructions
received by telephone that it reasonably believes are genuine. To change the
name of the commercial bank or the account designated to receive redemption
proceeds, a written request must be sent to the Fund at the address on the cover
of this Prospectus. Requests to change the bank or account must be signed by
each shareholder and each signature must be guaranteed. You cannot redeem shares
by telephone if you hold stock certificates for these shares. Please contact one
of the Fund's representatives at 1-800-638-7983 for further details.

SIGNATURE GUARANTEES

-redeem shares and request that the proceeds be sent to someone
other than the registered shareholder(s) or to an address which
is not the registered address; or

-transfer shares from one Portfolio to another.

The signature guarantee must appear either:

-on the written request for redemption; or

-on a separate instrument for assignment (a "stock power") which
should specify the total number of shares to be redeemed; or

-on all stock certificates tendered for redemption, and, if shares
held by the Fund are also being redeemed, then on the letter or
stock power.

FURTHER INFORMATION ON SELLING SHARES

13
<PAGE>
whole or in part by a distribution in-kind of liquid securities held by the
Portfolio instead of cash in conformity with applicable rules of the Commission.
Investors may incur brokerage charges when they sell portfolio securities
received in payment of redemptions.

HOW TO EXCHANGE SHARES

You may exchange Institutional Class Shares of the Portfolio for any other
Institutional Class Shares of a Portfolio included in The Regis Family of Funds
which is comprised of The Regis Fund, Inc. and The Regis Fund II. (See the list
of Portfolios of The Regis Family of Funds -- Institutional Class Shares at the
end of this Prospectus.) When you exchange shares, you sell your old shares and
buy new ones, both at the price calculated after the next market close. There is
no sales charge for exchanges. Exchange requests may be made by phone or letter.
Telephone exchanges may be made only if the Fund holds all share certificates
and if the registration of the two accounts is identical. Telephone exchanges
received before 4:00 p.m. Eastern Time will be processed at the share price set
after the market closes on the same day. Exchanges received after 4:00 p.m.
Eastern Time will be executed at the share price determined at the market close
on the following day. For additional information regarding responsibility for
the authenticity of telephoned transaction instructions, see "How to Sell Shares
- -- By Telephone", above. The Fund may also limit both the frequency and the
amount of exchanges permitted if it is in the interest of the Fund's
shareholders. The exchange privilege is only available with respect to
Portfolios that are registered for sale in a shareholder's state of residence.

HOW SHARE PRICES ARE DETERMINED

Net asset value includes interest on bonds and other fixed income securities
which is accrued daily. Bonds and other fixed income securities are valued
according to the broadest and most representative market which will ordinarily
be the over-the-counter market. In addition, bonds and other fixed income
securities may be valued on the basis of prices provided by a pricing service
when such prices are believed to reflect the fair market value of such
securities. Bonds and other fixed income securities listed on a foreign exchange
are valued at the latest quoted sales price available before the time assets are
valued. For purposes of determining net asset value per share, all assets and
liabilities initially expressed in foreign currencies will be converted into
U.S. dollar equivalents based upon the bid price of such currencies against U.S.
dollars quoted by any major bank or by a broker.

DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAXES

DIVIDENDS

Bonds generate income in the form of periodic interest payments. The
Portfolio will normally distribute substantially all of its net investment
income to shareholders in the form of quarterly dividends. This means that the
amount of income net of expenses each share has earned over the past quarter
will be determined and subtracted from the total share value. The net income is
then either distributed to you in cash or reinvested in Portfolio shares at the
new after-dividend price, depending on your instructions to the Portfolio.
Unless you specifically tell us to distribute dividend income in cash, however,
we will assume you want this income reinvested. By law, you must pay taxes on
any dividend income you receive on your investments whether distributed in cash
or reinvested in shares. The Portfolio will send you a statement at the end of
the year telling you exactly how much dividend income you have earned for tax
purposes.

14
<PAGE>
CAPITAL GAINS

Capital gains are another source of appreciation to the Portfolio.
Basically, a capital gain is an increase in the value of a bond. However, for
tax purposes, the Portfolio does not "realize" a capital gain unless it sells a
bond which has appreciated.

You can incur capital gains in two ways. First, if the Portfolio buys a bond
at one price, then sells it at a higher price, it will realize a capital gain.
At the end of the year, the capital gains the Portfolio has made are added up
and capital losses are subtracted. If any net capital gains are realized, the
Portfolio will normally distribute such gains annually. You will receive a
statement at the end of the year informing you of your share of the Portfolio's
capital gains.

TAXES

FUND MANAGEMENT AND ADMINISTRATION

INVESTMENT ADVISER

The Adviser is a registered investment adviser formed in 1983. Its business
offices are located at 70 West Madison Street, 56th Floor, Chicago, IL 60602. It
is a wholly-owned subsidiary of United Asset Management Corporation and provides
and offers investment management and advisory services to corporations, unions,
pensions and profit-sharing plans, trusts, estates and other institutions and
investors. The Adviser currently has over $1.5 billion in assets under
management.

15
<PAGE>
The investment professionals at the Adviser responsible for the day-to-day
management of the Portfolio and their qualifications are as follows:

<TABLE>
<S> <C>
Jon F. Holsteen, President, CEO and Chief Investment Officer
Education: Lake Forest College, BA
Experience: Founded Chicago Asset Management Company in 1983.
William W. Zimmer, Executive Vice President and Chief Fixed Income
Portfolio Manager
Education: Cornell College (Iowa), BA
Cornell University (New York), MBA
Experience: Joined Chicago Asset Management Company in 1988.
</TABLE>

Set forth below is certain performance data provided by Chicago Asset
Management Company relating to a composite of fixed income accounts of its
tax-exempt clients. These accounts had the same investment objective as the
Portfolio and were managed using substantially similar, though not in all cases,
identical, investment strategies and techniques as those contemplated for use by
the Portfolio. See "Details On Investment Policies." The results presented are
not intended to predict or suggest the return to be experienced by the Portfolio
or the return an investor might achieve by investing in the Portfolio. 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 accounts compared with the Portfolio 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.
Investors should not rely on the following performance data. The performance
data shown is that of the Adviser's private accounts and is not indicative of
the Portfolio's future performance.

BOND RETURNS FOR VARIOUS PERIODS ENDED
JUNE 30, 1995
(UNAUDITED)

<TABLE>
<CAPTION>
LEHMAN BROTHERS
INTERMEDIATE
CHICAGO ASSET GOVERNMENT/
MANAGEMENT CORPORATE
BOND PORTFOLIOS INDEX
----------------- -------------------
<S> <C> <C>
One-year period...................................................................... 11.8% 10.4%
Five-year period (average annual).................................................... 9.9% 8.8%
Ten-year period (average annual)..................................................... 9.9% 9.1%
</TABLE>

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 $100 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. As of June 30, 1995, the Lehman Brothers Intermediate
Government/Corporate Bond Index was comprised of 79.55% Government Securities,
16.42% Corporate Bonds and 4.03% Yankee Bonds.

All Chicago Asset Management Company and Benchmark performance figures
reflect reinvested interest income and dividends. The Chicago Asset Management
Company performance figures reflect a 0.3% deduction of investment advisory
fees. A client's return will be reduced by the advisory fees and other expenses
it may incur in the management of its investment advisory account.

16
<PAGE>
An actual fee charged to an individual portfolio may vary by size and type
of fund. On a worst case basis, annual performance could be reduced by as much
as 5/8 of 1% as a result of a management fee. This could have a compounding
effect if extended over several years.

The fixed income-only composite includes every fixed income account as of
June 30, 1995. No accounts were excluded. As of June 30, 1995, this composite
included all 23 fixed income portfolios, including the fixed income portions 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. Leverage has not been
used in any portfolios included in this composite. A list of all composites of
the firm is available upon request.

ADMINISTRATOR

0.20% of the first $200 million in combined assets
0.12% of the next $800 million in combined assets
0.08% on assets over $1 billion but less than $3 billion
0.06% on assets over $3 billion

Fees are allocated among the Portfolios on the basis of their relative
assets and are subject to a designated minimum fee schedule per Portfolio which
ranges from $2,000 per month upon inception of a Portfolio to $70,000 annually
after two years.

DISTRIBUTOR

CUSTODIAN

Morgan Guaranty Trust Company of New York serves as custodian of the Fund's
assets.

ACCOUNTANTS

Price Waterhouse LLP acts as the independent accountants for the Fund and
audits its financial statements annually.

ADMINISTRATOR, TRANSFER AND DIVIDEND DISBURSING AGENT

Mutual Funds Service Company, 73 Tremont Street, Boston, MA 02108, acts as
administrator, transfer agent and dividend disbursing agent for the Fund.

REPORTS

Investors will receive unaudited semi-annual financial statements and annual
financial statements audited by Price Waterhouse LLP.

17
<PAGE>
SHAREHOLDER INQUIRIES

Shareholder inquiries may be made by writing to the Fund at the address
listed on the cover of this Prospectus or by calling 1-800-638-7983.

LITIGATION

The Fund is not involved in any litigation.

PRINCIPAL BUSINESS ADDRESS OF DISTRIBUTOR

RFI Distributors
One International Place, 44th Floor
100 Oliver Street
Boston, Massachusetts 02110

GENERAL FUND INFORMATION

DESCRIPTION OF SHARES AND VOTING RIGHTS

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 shares of each Portfolio and class have noncumulative voting rights,
which means that the holders of more than 50% of the shares voting for the
election of Trustees can elect 100% of the Trustees if they choose to do so. As
of July 31, 1995, Edward W. Usher, Francis X. McCartin, Trustees, Pipe Fitters'
Pension Fund Local 597, Chicago, IL held of record 96.7% for which beneficial
ownership is disclaimed or presumed disclaimed. The persons or organizations
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. A shareholder is entitled to one vote for each full share held
(and a fractional vote for each fractional share held), then standing in his or
her name on the books of the Fund. Both Institutional Class and Institutional
Service Class Shares represent an interest in the same assets of a Portfolio and
are identical in all respects except that the Institutional Service Class Shares
bear certain expenses related to shareholder servicing, may bear expenses
related to the distribution of such shares and have exclusive voting rights with
respect to matters relating to such distribution expenditures. The Fund will not
ordinarily hold shareholder meetings except as required by the 1940 Act and
other applicable laws. The Fund has undertaken that its Trustees will call a
meeting of shareholders if such a meeting is requested in writing by the holders
of not less than 10% of the outstanding shares of the Fund. To the extent
required by the undertaking, the Fund will assist shareholder communications in
such matters.

18
<PAGE>
THE REGIS FAMILY OF FUNDS -- INSTITUTIONAL CLASS SHARES