UAM FUNDS TRUST, 485BPOS, 1996-07-01

UAM FUNDS TRUST
485BPOS, 1996-07-01

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<PAGE>

MARKED TO INDICATE CHANGES FROM POST-EFFECTIVE
AMENDMENT NO. 9

As filed with the Securities and Exchange Commission on July 1, 1996
Securities Act File No. 33-79858
Investment Company Act of 1940 File No. 811-8544

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

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

FORM N-1A

REGISTRATION STATEMENT UNDER
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / /
POST-EFFECTIVE AMENDMENT NO. 10 /X/
and
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 / /
AMENDMENT NO. 11 /X/

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

UAM FUNDS TRUST
(Exact Name of Registrant)

c/o United Asset Management Corporation

One International Place
Boston, Massachusetts 02110
(Address of Principal Executive Office)
Registrant's Telephone Number (617) 330-8900

Karl O. Hartmann
c/o Chase Global Funds Services Company
73 Tremont Street, Boston, MA 02108
(Name and Address of Agent for Service)

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

COPY TO:
Audrey C. Talley, Esq.
Stradley, Ronon, Stevens & Young LLP
2600 One Commerce Square
Philadelphia, PA 19103-7098

IT IS PROPOSED THAT THIS FILING BECOME EFFECTIVE
(CHECK APPROPRIATE BOX):
/X/ Immediately upon filing pursuant to Paragraph (b)
/ / on (date) pursuant to Paragraph (b)
/ / 60 days after filing pursuant to paragraph (a) (1)
/ / on (date) pursuant to paragraph (a) (1)
/ / 75 days after filing pursuant to Paragraph (a) (2)
/ / on (date) pursuant to Paragraph (a) (2) of Rule 485.

REGISTRANT HAS PREVIOUSLY ELECTED AND HEREBY CONTINUES ITS ELECTION TO REGISTER
AN INDEFINITE NUMBER OF SHARES PURSUANT TO REGULATION 24F-2 UNDER THE INVESTMENT

<PAGE>

COMPANY ACT OF 1940, AS AMENDED. REGISTRANT FILED ITS 24F-2 NOTICE FOR THE
FISCAL YEAR ENDED APRIL 30, 1996 ON JUNE 20, 1996.

<PAGE>

UAM FUNDS TRUST
FORM N-1A CROSS REFERENCE

<TABLE>
<CAPTION>
FORM N-1A ITEM NUMBER LOCATION IN PROSPECTUS
- --------------------- -----------------------
<S> <C>
Item 1. Cover Page.................................. Cover Page
Item 2. Synopsis.................................... Fees & Expenses; Summary:
About the Portfolio; Risk Factors
Item 3. Condensed Financial Information............. Financial Highlights
Item 4. General Description of Registrant........... Summary: About the Portfolio;
Risk Factors; Details on Investment
Policies, General Fund Information
Item 5. Management of the Fund...................... Summary: About the Portfolio; Fund
Management and Administration
Item 5A. Management's Discussion of Fund
Performance................................. Included in Registrant's April 30, 1996
Annual Reports to Shareholders
Item 6. Capital Stock and Other Securities.......... Buying, Selling & Exchanging
Shares; How Share Prices are Determined;
Dividends, Capital Gains Distributions
and Taxes
Item 7. Purchase of Securities Being Offered........ Buying, Selling & Exchanging Shares
Item 8. Redemption or Repurchase.................... Buying, Selling & Exchanging Shares
Item 9. Pending Legal Proceedings................... Not Applicable

<CAPTION>
LOCATION IN STATEMENT
FORM N-1A ITEM NUMBER OF ADDITIONAL INFORMATION
- --------------------- -------------------------
<S> <C>
Item 10. Cover Page.................................. Cover Page
Item 11. Table of Contents........................... Table of Contents
Item 12. General Information and History............. Investment Adviser; General Information
Item 13. Investment Objectives and Policies.......... Investment Adviser; Investment Limitations
Item 14. Management of the Fund...................... Management of the Fund
Item 15. Control Persons and Principal Holders
of Securities............................... Management of the Fund
Item 16. Investment Advisory and Other Services...... Investment Adviser
Item 17. Brokerage Allocation and Other Practices.... Portfolio Transactions
Item 18. Capital Stock and Other Securities.......... General Information
Item 19. Purchase, Redemption and Pricing of
Securities Being Offered.................... Purchase of Shares; Redemption of Shares
Item 20. Tax Status.................................. General Information; Federal Taxes
Item 21. Underwriters................................ Management of the Fund
Item 22. Calculation of Performance Data............. Performance Calculations
Item 23. Financial Statements........................ Financial Statements
</TABLE>

PART C

Information required to be included in Part C is set forth under the appropriate
item so numbered in Part C to this Registration Statement.

<PAGE>

UAM FUNDS TRUST

POST-EFFECTIVE AMENDMENT NO. 10
PART A

The following Prospectuses are incorporated by reference to Post-Effective
Amendment No. 7 filed on August 28, 1995:

- Chicago Asset Management Intermediate Bond Portfolio
- Chicago Asset Management Value/Contrarian Portfolio
- MJI International Equity Portfolio

The following Prospectuses are also incorporated by reference to Post-Effective
Amendment No. 4 filed on February 9, 1995:

- Hanson Equity Portfolio
- BHM&S Total Return Bond Portfolio Institutional Class Shares
- BHM&S Total Return Bond Portfolio Institutional Service Class Shares

The following Prospectus is also incorporated by reference to Post-Effective
Amendment No. 3 filed on December 14, 1994:

- IRC Enhanced Index Portfolio

The following Prospectus is also incorporated by reference to Post-Effective
Amendment No. 2 filed on November 25, 1994:

- Dwight Principal Preservation Portfolio

The following Prospectuses are also incorporated by reference to Post-Effective
Amendment No. 1 filed on November 15, 1994:

- Newbold's Equity Portfolio
- TJ Core Equity Portfolio

<PAGE>

UAM FUNDS TRUST (THE "FUND")

PART A

The Prospectus for the IRC Enhanced Index Portfolio (the "Portfolio")
Institutional Class Shares dated March 31, 1995 as amended October 31, 1995,
is incorporated herein by reference to Post-Effective Amendment No. 3 to
Registrant's Registration Statement on Form N-1A (File No. 33-79858) filed
with the Securities and Exchange Commission on December 14, 1994. The
Prospectus is supplemented by the Financial Highlights as of April 30, 1996
and May 31, 1996 filed herein to comply with the Fund's undertaking to file a
post-effective amendment containing reasonably current financial statements
which need not be audited within four to six months of the commencement of
the Portfolio.

<PAGE>

UAM FUNDS TRUST
IRC ENHANCED INDEX PORTFOLIO
INSTITUTIONAL CLASS SHARES

SUPPLEMENT DATED JULY 1, 1996 TO THE PROSPECTUS DATED MARCH 31, 1995
AS REVISED OCTOBER 31, 1995

FINANCIAL HIGHLIGHTS

The following table provides financial highlights for the IRC Enhanced
Index Portfolio (the "Portfolio") throughout the periods presented and is part
of the Portfolio's audited and unaudited financial statements for the periods
ended April 30, 1996 and May 31, 1996, respectively, which are included in
the Portfolio's Statement of Additional Information. The Statement of
Additional Information and the financial statements therein are available at
no cost and can be requested by writing to the address or calling the
telephone number on the cover of the Prospectus. The following should be
read in conjunction with the financial statements including the notes thereto.

ONE MONTH
JANUARY 23, ENDED
1996* TO MAY 31,
APRIL 30, 1996
1996 (UNAUDITED)
- -------------------------------------------------------------------------------------------
<S> <C> <C>
NET ASSET VALUE, BEGINNING OF PERIOD.................. $10.00 $10.30
- -------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income+............................. 0.02 0.02
Net Realized and Unrealized Gain on Investments.... 0.30 0.28
- -------------------------------------------------------------------------------------------
Total from Investment Operations............... 0.32 0.30
- -------------------------------------------------------------------------------------------
DISTRIBUTIONS
Net Investment Income.............................. (0.02) --
- -------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD........................ $10.30 $10.60
- -------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------
TOTAL RETURN.......................................... 3.20%++ 2.91%++
- -------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------
RATIOS AND SUPPLEMENTAL DATA
Net Assets, End of Period (Thousands)................. $3,933 $3,523
Ratio of Net Expenses to Average Net Assets+.......... 2.52%**# 2.50%**
Ratio of Net Investment Income to Average Net Assets+. 0.67%** 2.37%**
Portfolio Turnover Rate............................... 31% 41%
Average Commission Rate............................... $0.0205 $0.0284
- -------------------------------------------------------------------------------------------

</TABLE>

* Commencement of Operations
** Annualized
+ Net of voluntarily waived fees and expenses assumed by the Adviser of $0.03
per share for the period ended April 30, 1996.
++ Total return would have been lower had certain fees not been waived and
expenses assumed by the Adviser.
# The Ratio of Expenses to Average Net Assets excludes the effect of expense
offsets. If expense offsets were included, the Ratio of Expenses to
Average Net Assets would be 2.50%.

<PAGE>

UAM FUNDS TRUST

POST-EFFECTIVE AMENDMENT NO. 10

PART B

The following Statement of Additional Information is included in this Post-
Effective Amendment No. 10:

- IRC Enhanced Index Portfolio Institutional Class Shares

The following Statement of Additional Information is also incorporated by
reference to Post-Effective Amendment No. 9 filed on May 1, 1996:

- BHM&S Total Return Bond Portfolio Institutional and Institutional
Service Class Shares

The following Statements of Additional Information are also incorporated by
reference to Post-Effective Amendment No. 8 filed on March 13, 1995:

- Newbold's Equity Portfolio
- TJ Core Equity Portfolio

The following Statements of Additional Information are also incorporated by
reference to Post-Effective Amendment No. 7 filed on August 28, 1995:

- Chicago Asset Management Intermediate Bond Portfolio
- Chicago Asset Management Value/Contrarian Portfolio
- MJI International Equity Portfolio

The following Statement of Additional Information is also incorporated by
reference to Post-Effective Amendment No. 4 filed on February 9, 1995:

- Hanson Equity Portfolio

The following Statement of Additional Information is also incorporated by
reference to Post-Effective Amendment No. 2 filed on November 25, 1994:

- Dwight Principal Preservation Portfolio

<PAGE>

PART B

UAM FUNDS TRUST
IRC ENHANCED INDEX PORTFOLIO
INSTITUTIONAL CLASS SHARES
STATEMENT OF ADDITIONAL INFORMATION
MARCH 31, 1995 AS AMENDED JULY 1, 1996

This Statement is not a Prospectus but should be read in conjunction with the
UAM Funds Trust's Prospectus for the IRC Enhanced Index Portfolio (the
"Portfolio") Institutional Class Shares dated March 31, 1995 as supplemented on
October 31, 1995 and July 1, 1996. To obtain the Prospectus, please call
the UAM Funds Service Center:

1-800-638-7983

Table of Contents

<TABLE>
<CAPTION>
Page
----
<S> <C>
Purchase of Shares....................................................... 2
Redemption of Shares..................................................... 2
Investment Limitations................................................... 3
Management of the Fund................................................... 4
Investment Adviser....................................................... 6
Portfolio Transactions................................................... 8
Performance Calculations................................................. 8
General Information...................................................... 11
Federal Taxes............................................................ 12
Code of Ethics........................................................... 12
Financial Statements..................................................... 12
</TABLE>

<PAGE>

PURCHASE OF SHARES

Shares of the Portfolio may be purchased without sales commission at the
net asset value per share next determined after an order is received in proper
form by the Fund, and payment is received by the Fund's custodian. The minimum
initial investment required for the Portfolio is $2,500. Certain exceptions to
the minimums may be determined from time to time by the officers of the Fund.
An order received in proper form prior to the 4:00 p.m. close of the New York
Stock Exchange (the "Exchange") will be executed at the price computed on the
date of receipt; and an order received not in proper form or after the 4:00 p.m.
close of the Exchange will be executed at the price computed on the next day the
Exchange is open after proper receipt. The exchange will be closed on the
following days: Independence Day, Labor Day, Thanksgiving Day, Christmas Day,
New Year Day, Presidents' Day, Good Friday, and Memorial Day.

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

REDEMPTION OF SHARES

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

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

SIGNATURE GUARANTEES

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

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

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

<PAGE>

INVESTMENT LIMITATIONS

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

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

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

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

(4) underwrite the securities of other issuers;

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

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

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

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

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

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

<PAGE>

MANAGEMENT OF THE FUND

TRUSTEES AND OFFICERS

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

MARY RUDIE BARNEBY* Director and Executive Vice President of
1133 Avenue of the Americas the Fund; President of Regis Retirement Plan
New York, NY 10036 Services, since 1993; Former President of UAM
Age 43 Fund Distributors, Inc.; Formerly responsible
for Defined Contribution Plan Services at a
division of the Equitable Companies, Dreyfus
Corporation and Merrill Lynch.

JOHN T. BENNETT, JR. Trustee of the Fund; President of Squam
College Road - RFD 3 Investment Management Company, Inc. and
Meredith, NH 03253 Great Island Investment Company, Inc.;
Age 67 President of Bennett Management Company
from 1988 to 1993.

J. EDWARD DAY Trustee of the Fund; Retired Partner in
5804 Brookside Drive the Washington office of the law firm
Chevy Chase, MD 20815 Squire, Sanders & Dempsey; Director, Medical
Age 81 Mutual Liability Insurance Society of
Maryland; formerly, Chairman of the
Montgomery County, Maryland, Revenue
Authority.

PHILIP D. ENGLISH Trustee of the Fund; President and Chief
16 West Madison Street Executive Officer of Broventure Company,
Baltimore, MD 21201 Inc.; Director of Chektec Corporation
Age 47 and Cyber Scientific, Inc.

WILLIAM A. HUMENUK Trustee of the Fund; Partner in the
4000 Bell Atlantic Tower Philadelphia office of the law firm Dechert
1717 Arch Street Price & Rhoads; Director, Hofler Corp.
Philadelphia, PA 19103
Age 54

NORTON H. REAMER* Trustee, President and Chairman of the
One International Place Fund; President, Chief Executive Officer
Boston, MA 02110 and Director of United Asset Management
Age 60 Corporation; Director, Partner or
Trustee of each of the Investment
Companies of the Eaton Vance Group of
Mutual Funds.

PETER M. WHITMAN, JR.* Trustee of the Fund; President and
One Financial Center Chief Investment Officer of Dewey Square
Boston, MA 02111 Investors Corporation ("DSI") since 1988;
Age 52 Director and Chief Executive Officer
of H. T. Investors, Inc., a subsidiary of
DSI.

WILLIAM H. PARK* Vice President of the Fund; Executive
One International Place Vice President and Chief Financial
Boston, MA 02110 Officer of United Asset Management
Age 49 Corporation.

<PAGE>

GARY L. FRENCH* Treasurer to the Fund; President and Chief
211 Congress Street Executive Officer to UAM Fund Services,
Boston, MA 02110 Inc; formerly Vice President -- Operations
Age [ ] Development and Control; Fidelity Investment
Institutional Services from February 1995 to
August 1995; Treasurer of the Fidelity Group
of Mutual Funds from 1991 to February 1995.

MICHAEL E. DEFAO* Secretary to the Fund; Vice President and
211 Congress Street General Counsel to UAM Fund Services, Inc.;
Boston, MA 02110 formerly an Associate of Ropes & Gray (a law
Age [ ] firm) from 1993-1996.

ROBERT R. FLAHERTY* Assistant Treasurer of the Fund; Senior
73 Tremont Street Manager of Fund Administration and Compliance
Boston, MA 02108 of Sub-Administrator since March 1995;
Age 32 formerly Senior Manager of Deloitte & Touche
LLP from 1985 to 1995.

KARL O. HARTMANN* Assistant Secretary of the Fund; Senior Vice
73 Tremont Street President, Secretary and General Counsel of
Boston, MA 02108 Sub-Administrator; formerly Senior Vice
Age 41 President, Secretary and General Counsel of
Leland, O'Brien, Rubinstein Associates, Inc.,
from November 1990 to November 1991; Vice
President and Associate General Counsel of
The Boston Company Advisors, Inc. from August
1988 to November 1990.

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

<PAGE>

REMUNERATION OF TRUSTEES AND OFFICERS

The Fund pays each Trustee, who is not also an officer or affiliated
person, a $150 quarterly retainer fee per active Portfolio which currently
amounts to $1,050 per quarter. In addition, each unaffifiated Trustee receives
a $2,000 meeting fee which is aggregated for all the Trustees and allocated
proportionately among the Portfolios of the Fund, The UAM Funds, Inc. as well as
AEW Commercial Mortgage Securities Fund, Inc. and reimbursement for travel and
other expenses incurred while attending Board meetings. Trustees who are also
officers or affiliated persons receive no remuneration for their service as
Trustees. The Fund's officers and employees are paid by either the Adviser,
United Asset Management Corporation ("UAM"), or the Administrator and receive no
compensation from the Fund. The following table shows aggregate compensation
paid to each of the Fund's trustees by the Fund and total compensation paid by
the Fund UAM Funds, Inc. and AEW Commercial Mortgage Securities Fund, Inc.
(collectively the "Fund Complex") in the fiscal period ended April 30, 1996

COMPENSATION TABLE

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
(1) (2) (3) (4) (5)
Pension or Total Compensation
Aggregate Retirement Benefits Estimated Annual from Registrant and
Name of Person, Compensation Accrued as Part of Benefits Upon Fund Complex Paid to
Position from Registrant Fund Expenses Retirement Trustees
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
John T. Bennett, Jr.,
Trustee $3,397 0 0 $29,600

J. Edward Day,
Trustee $3,397 0 0 $29,600

Philip D. English,
Trustee $3,397 0 0 $29,600

William A. Humenuk,
Trustee $3,397 0 0 $29,600
</TABLE>

PRINCIPAL HOLDERS OF SECURITIES

As of May 31, 1996, Hartnat & Co. held of record or beneficially 98% of
the shares of the Portfolio.

Persons or organizations owning 25% or more of the outstanding shares of
the Portfolio may be presumed to "control" (as that term is defined in the 1940
Act) the 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 the shareholders of such Portfolio.

INVESTMENT ADVISER

CONTROL OF ADVISER

Investment Research Company is a wholly-owned subsidiary of UAM, a
holding company incorporated in Delaware in December 1980 for the purpose of
acquiring and owning firms engaged primarily in institutional investment
management. Since its first acquisition in August 1983, UAM has acquired or
organized approximately 45 such wholly-owned affiliated firms (the "UAM
Affiliated Firms"). UAM believes that permitting UAM Affiliated Firms to
retain control over their investment advisory decisions is necessary to
allow them to continue to provide investment management services that are
intended to meet the particular needs of their respective clients.

<PAGE>

Accordingly, after acquisition by UAM, UAM Affiliated Firms continue to
operate under their own firm name, with their own leadership and individual
investment philosophy and approach. Each UAM Affiliated Firm manages its own
business independently on a day-to-day basis. Investment strategies employed
and securities selected by UAM Affiliated Firms are separately chosen by each of
them.

ADVISORY FEES

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

IRC Enhanced Index Portfolio....................... 0.70%

ADVISER'S HISTORICAL PERFORMANCE

Set forth below are certain performance data provided by the Adviser
pertaining to the composite of equity accounts of tax-exempt clients of the
Adviser (see the Adviser's current clients listed in the Prospectus). 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 for the Portfolio. The results presented are
not intended to predict or suggest the return to be experienced by the Portfolio
or the return an individual investor might achieve by investing in the
Portfolio. Future results may differ because of, among other things, account
expenses (including investment advisory fees), and the timing of purchases and
sales.

IRC Hicap Enhanced Index Composite
(Percentage Returns Net Management Fees)
(Unaudited)

<TABLE>
<CAPTION>
January 1
through
December 31 IRC S&P 500
----------- --- -------
<S> <C> <C>
1989 35.97% 31.49%

1990 -1.81% -3.17%

1991 30.60% 30.55%

1992 8.28% 7.67%

1993 11.90% 9.99%

1994 3.68% 1.31%

Annualized 13.96% 12.19%

Cumulative 119.04% 99.43%

Six-Year Mean 14.77% 12.97%

Value of $1 Invested
During Six Years, 1989-1994 $2.19 $1.99
</TABLE>

Notes: 1. The annualized rate of return is calculated from monthly data,
allowing for compounding. The formula used is in accordance with the acceptable
methods set forth by the Association of Investment Management Research, the Bank
Administration Institute, and the Investment Counsel Association of America.
Market value of the account was the sum of the account's total assets, including
cash, cash equivalents, short-term investments, and securities valued at current
market prices.

2. The CUMULATIVE RETURN means that $1 invested in the composite account
on 1 January 1989 had grown to $2.19 by December 31, 1994.

<PAGE>

3. The SIX-YEAR MEAN is the arithmetic average of the annual returns for
the years listed.

4. The S&P 500 INDEX is an unmanaged index which assumes reinvestment
of dividends and is generally considered representative of U.S. large
capitalization stocks.

5. The Adviser's average annual management fee over the six-year period
1989-1994 was 0.52%, or 52 basis points. During the period, fees on the
Adviser's individual accounts ranged from 0.20% to 0.80% (that is, from 20 to
80) basis points). Net returns to investors vary, depending partly on the
management fee.

PORTFOLIO TRANSACTIONS

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

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

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

PERFORMANCE CALCULATIONS

PERFORMANCE

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

YIELD

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

This figure was obtained using the following formula:

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

<PAGE>

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

TOTAL RETURN

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

This figure is calculated according to the following formula:

n
P(1+T) = ERV

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

The cumulative total rate of return for the Portfolio from inception to
May 31, 1996 is 6.20%.

COMPARISONS

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

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

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

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

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

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

<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

<PAGE>

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

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

GENERAL INFORMATION

DESCRIPTION OF SHARES AND VOTING RIGHTS

The Fund was organized under the name The Regis Fund II, as a Delaware
business trust on May 18, 1994. On October 31, 1995, the name of the Fund was
changed to UAM Funds Trust. The Fund's Agreement and Declaration of Trust
permits the Fund to issue an unlimited number of shares of beneficial interest,
without par value. The Trustees have the power to designate one or more series
("Portfolios") or classes of shares of beneficial interest without further
action by shareholders.

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

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

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

DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS

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

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

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

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

<PAGE>

FEDERAL TAXES

In order for the Portfolio to qualify for Federal income tax treatment
as a regulated investment company under the Internal Revenue Code of 1986, as
amended (the "Code"), at least 90% of its gross income for a taxable year
must be derived from certain qualifying income, i.e., dividends, interest,
income derived from loans of securities and gains from the sale or other
disposition of stock, securities or foreign currencies, or other related
income, including gains from options, futures and forward contracts, derived
with respect to its business investing in stock, securities or currencies.
Any net gain realized from the closing out of futures contracts will,
therefore, generally be qualifying income for purposes of the 90%
requirement. Qualification as a regulated investment company also requires
that less than 30% of the Portfolio's gross income be derived from the sale
or other disposition of stock, securities, options, futures or forward
contracts (including certain foreign currencies not directly related to the
Fund's business of investing in stock or securities) held less than three
months.

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

CODE OF ETHICS

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

FINANCIAL STATEMENTS

The Financial Statements for the Portfolio from inception on January 23,
1996 to April 30, 1996 and for the one-month period ended May 31, 1996 and
selected share data and ratios and notes to the Financial Statements relating to
the same periods are also contained in this Statement of Additional Information.

<PAGE>

FINANCIAL STATEMENTS
STATEMENT OF NET ASSETS
MAY 31, 1996 (UNAUDITED)

<TABLE>
<CAPTION>
SHARES VALUE+
- -------------------------------------------------------------------------------
<S> <C> <C>
COMMON STOCKS (104.3%)
- -------------------------------------------------------------------------------
AEROSPACE & DEFENSE (2.9%)
Lockheed Martin Corp. 400 $ 33,550
Rockwell International Corp. 800 46,700
United Technologies Corp. 200 21,875
----------
102,125
- -------------------------------------------------------------------------------
AUTOMOTIVE (3.3%)
Ford Motor Co. 1,800 65,700
General Motors Corp. 900 49,613
----------
115,313
- -------------------------------------------------------------------------------
BANKS (7.4%)
Bank of Boston Corp. 1,700 84,787
Barnett Banks, Inc. 700 43,750
First Union Corp. 1,300 79,463
Fleet Financial Group, Inc. 600 26,475
KeyCorp. 600 23,250
US Bancorp 100 3,563
----------
261,288
- -------------------------------------------------------------------------------
BEVERAGES, FOOD & TOBACCO (7.0%)
Anheuser-Busch Cos., Inc. 800 57,000
ConAgra, Inc. 600 25,575
Coors (Adolph) Inc., Class B 600 11,100
Earthgrains Co. 56 2,016
Philip Morris Cos., Inc. 500 49,687
Sara Lee Corp. 2,200 73,425
Sysco Corp. 800 27,300
----------
246,103
- -------------------------------------------------------------------------------
BROADCASTING AND PUBLISHING (1.8%)
Dun & Bradstreet Corp. 1,000 63,875
- -------------------------------------------------------------------------------
CAPITAL EQUIPMENT (7.1%)
Crane Co. 900 37,912
Deere & Co. 300 12,488
General Electric Co. 1,400 115,850
Johnson Controls, Inc. 400 27,900
National Service Industries, Inc. 600 23,325
Snap-On , Inc. 500 24,062
Textron, Inc. 100 8,475
----------
250,012
- -------------------------------------------------------------------------------
CHEMICALS (6.2%)
Du Pont (E.I.) de Nemours & Co. 100 7,975
Goodrich (B.F.) Co. 2,400 95,100
Monsanto Co. 400 60,750
PPG Industries, Inc. 500 25,875
Rohm & Haas Co. 400 27,100
----------
216,800
- -------------------------------------------------------------------------------
COMPUTERS (3.4%)
Ceridian Corp 200 10,575
Compaq Computer Corp. 600 29,175
Sun Microsystems, Inc. 1,300 81,250
----------
121,000
- -------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<S> <C> <C>
- -------------------------------------------------------------------------------
CONSTRUCTION (0.7%)
Armstrong World Industries, Inc. 400 $ 23,550
- -------------------------------------------------------------------------------
CONSUMER NON-DURABLES (3.6%)
Avon Products, Inc. 600 27,750
Clorox Co. 600 51,075
Heinz (H.J.) Co. 1,400 46,550
----------
125,375
- -------------------------------------------------------------------------------
ELECTRONICS (3.1%)
EG&G, Inc. 1,200 26,100
Hewlett-Packard Co. 400 42,700
Texas Instruments, Inc. 700 39,375
----------
108,175
- -------------------------------------------------------------------------------
ENERGY (10.5%)
Chevron Corp. 400 23,900
Enron Corp. 700 28,000
Exxon Corp. 700 59,325
Halliburton Co. 500 27,813
Mobil Corp. 700 79,012
Royal Dutch Petroleum Co. - New York
Shares 400 60,000
Texaco, Inc. 1,100 92,125
----------
370,175
- -------------------------------------------------------------------------------
FINANCIAL SERVICES (4.2%)
Ahmanson (H.F.) & Co. 800 20,600
Federal National Mortgage Association 2,500 77,187
Merrill Lynch & Co. 800 51,800
----------
149,587
- -------------------------------------------------------------------------------
HEALTH CARE (2.4%)
Becton, Dickinson & Co. 1,000 85,000
- -------------------------------------------------------------------------------
INSURANCE (3.1%)
Allstate Corp. 1,500 63,375
Chubb Corp. 600 27,975
Transamerica Corp. 200 16,200
----------
107,550
- -------------------------------------------------------------------------------
METALS (1.6%)
Aluminum Company of America 500 30,812
Asarco, Inc. 400 12,550
Phelps Dodge Corp. 200 13,700
----------
57,062
- -------------------------------------------------------------------------------
MINING (1.3%)
Homestake Mining Co. 700 14,438
Newmont Mining Corp. 500 30,125
----------
44,563
- -------------------------------------------------------------------------------
OFFICE EQUIPMENT (2.4%)
Harris Corp. 700 45,238
Pitney Bowes, Inc. 800 39,700
----------
84,938
- -------------------------------------------------------------------------------
PAPER & PACKAGING (3.3%)
Avery Dennison Corp. 500 28,500
Kimberly-Clark Corp. 1,000 72,875
Weyerhaeuser Co. 300 13,613
----------
114,988
- -------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<S> <C> <C>
- -------------------------------------------------------------------------------
PHARMACEUTICALS (9.6%)
Bristol-Myers Squibb Co. 400 $ 34,150
Johnson & Johnson 700 68,162
Lilly (Eli) & Co. 500 32,125
Merck & Co., Inc. 600 38,775
Pharmacia & Upjohn, Inc. 2,500 102,187
Schering-Plough Corp. 1,100 64,488
----------
339,887
- -------------------------------------------------------------------------------
RETAIL (4.2%)
Gap, Inc. 900 30,263
Giant Food, Inc., Class A 700 24,150
Longs Drug Stores, Inc. 600 25,725
Sears, Roebuck & Co. 800 40,700
TJX Companies, Inc. 800 28,200
----------
149,038
- -------------------------------------------------------------------------------
TELECOMMUNICATIONS (7.9%)
Bell Atlantic Corp. 800 49,900
BellSouth Corp. 2,400 97,500
Sprint Corp. 800 33,900
US West Communications Group 3,000 97,875
----------
279,175
- -------------------------------------------------------------------------------
TRANSPORTATION (1.9%)
Burlington Northern Santa Fe 400 33,900
Norfolk Southern Corp. 400 34,500
----------
68,400
- -------------------------------------------------------------------------------
UTILITIES (5.4%)
American Electric Power 600 24,075
Entergy Corp. 2,000 52,500
GTE Corp. 1,600 68,400
People's Energy Corp. 1,400 44,800
----------
189,775
- -------------------------------------------------------------------------------
TOTAL INVESTMENTS (COST $3,439,893) 3,673,754
- -------------------------------------------------------------------------------
OTHER ASSETS AND LIABILITIES (-4.3%)
- -------------------------------------------------------------------------------
Dividends Receivable 14,379
Payable to Custodian Bank (133,378)
Payable for Administrative Fees (2,752)
Payable for Investment Advisory Fees (2,426)
Payable for Directors' Fees (822)
Other Liabilities (25,990)
----------
(150,989)
- -------------------------------------------------------------------------------
NET ASSETS (100%)
Applicable to 332,318 outstanding Institutional
Class shares (unlimited authorization, no par value) $3,522,765
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER SHARE $10.60
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
</TABLE>

+ See Note A to Financial Statements.

<PAGE>

IRC ENHANCED INDEX PORTFOLIO
STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
ONE MONTH
ENDED
MAY 31,
1996
(IN THOUSANDS) (UNAUDITED)
- -------------------------------------------------------------------------------------------------------------
<S> <C>
INVESTMENT INCOME
Dividends.......................................... $ 15,192
Interest........................................... --
- -------------------------------------------------------------------------------------------------------------
Total Income................................... 15,192
- -------------------------------------------------------------------------------------------------------------
EXPENSES
Investment Advisory Fees - Note B
Basic Fees......................................... $ 2,323
Less: Fees Waived................................. (370) 1,953
--------- --------
Administrative Fees - Note C......................... 2,419
Audit Fees........................................... 1,148
Printing Fees........................................ 1,062
Custodian Fees....................................... 382
Trustees' Fees - Note F.............................. 218
Other Expenses....................................... 609
Fees Assumed by Adviser - Note B..................... --
- -------------------------------------------------------------------------------------------------------------
Total Expenses.................................. 7,791
- -------------------------------------------------------------------------------------------------------------
Net Expenses.................................... 7,791
---------
- -------------------------------------------------------------------------------------------------------------
NET INVESTMENT INCOME.................................. 7,401
- -------------------------------------------------------------------------------------------------------------
NET REALIZED GAIN ON INVESTMENTS....................... 22,785
- -------------------------------------------------------------------------------------------------------------
NET CHANGE IN UNREALIZED APPRECIATION ON INVESTMENTS... 74,305
- -------------------------------------------------------------------------------------------------------------
NET GAIN ON INVESTMENTS................................ 97,090
- -------------------------------------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS... $104,491
- -------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------
</TABLE>

The accompanying notes are an integral part of the financial statements.

<PAGE>

IRC ENHANCED INDEX PORTFOLIO
STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
ONE MONTH
JANUARY 23, ENDED
1996* TO MAY 31,
APRIL 30, 1996
1996 (UNAUDITED)
- ----------------------------------------------------------------------------------------------------
<S> <C> <C>
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS:
Net Investment Income..................................... $ 8,478 $ 7,401
Net Realized Gain......................................... 14,166 22,785
Net Change in Unrealized Appreciation..................... 159,556 74,305
- ----------------------------------------------------------------------------------------------------
Net Increase in Net Assets Resulting from
Operations.......................................... 182,200 104,491
- ----------------------------------------------------------------------------------------------------
DISTRIBUTIONS:
Net Investment Income..................................... (8,122) --
- ----------------------------------------------------------------------------------------------------
CAPITAL SHARE TRANSACTIONS: (1)
Issued - Regular.......................................... 6,001,748 117,180
- In Lieu of Cash Distributions.................... 8,122 --
Redeemed.................................................. (2,251,209) (631,645)
- ----------------------------------------------------------------------------------------------------
Net Increase (Decrease) from Capital Share
Transactions......................................... 3,758,661 (514,465)
- ----------------------------------------------------------------------------------------------------
Total Increase (Decrease)..................................... $ 3,932,739 (409,974)
Net Assets:
Beginning of Period....................................... -- 3,932,739
- ----------------------------------------------------------------------------------------------------
End of Period (2)......................................... 3,932,739 $3,522,765
- ----------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------
(1) Shares Issued and Redeemed:
Shares Issued............................................. 597,185 11,275
In Lieu of Cash Distributions............................. 779 --
Redeemed.................................................. (216,187) (60,734)
- ----------------------------------------------------------------------------------------------------
381,777 (49,459)
- ----------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------
(2) Net Assets Consist of:
Paid in Capital........................................... $3,758,661 $3,244,196
Undistributed Net Investment Income....................... 356 7,757
Accumulated Net Realized Gain ............................ 14,166 36,951
Unrealized Appreciation................................... 159,556 233,861
- ----------------------------------------------------------------------------------------------------
$3,932,739 $3,522,765
- ----------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------
</TABLE>

* Commencement of Operations

<PAGE>

IRC ENHANCED INDEX PORTFOLIO
FINANCIAL HIGHLIGHTS
SELECTED PER SHARE DATA & RATIOS
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD

ONE MONTH
JANUARY 23, ENDED
1996* TO MAY 31,
APRIL 30, 1996
1996 (UNAUDITED)
- ----------------------------------------------------------------------------------------------------
<S> <C> <C>
NET ASSET VALUE, BEGINNING OF PERIOD.......................... $10.00 $10.30
- ----------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income+.................................... 0.02 0.02
Net Realized and Unrealized Gain on Investments........... 0.30 0.28
- ----------------------------------------------------------------------------------------------------
Total from Investment Operations...................... 0.32 0.30
- ----------------------------------------------------------------------------------------------------
DISTRIBUTIONS
Net Investment Income..................................... (0.02) --
- ----------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD................................ $10.30 $10.60
- ----------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------
TOTAL RETURN.................................................. 3.20%++ 2.91%++
- ----------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------
RATIOS AND SUPPLEMENTAL DATA
Net Assets, End of Period (Thousands)......................... $3,933 $3,523
Ratio of Net Expenses to Average Net Assets+.................. 2.52%**# 2.50%**
Ratio of Net Investment Income to Average Net Assets+......... 0.67%** 2.37%**
Portfolio Turnover Rate....................................... 31% 41%
Average Commission Rate....................................... $0.0205 $0.0284
- ----------------------------------------------------------------------------------------------------
</TABLE>

The accompanying notes are an integral part of the financial statements.

<PAGE>

IRC ENHANCED INDEX PORTFOLIO
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

UAM Funds Trust and UAM Funds, Inc. (collectively the "UAM Funds") were
organized on May 18, 1994 and October 11, 1988, respectively, and are registered
under the Investment Company Act of 1940, as amended, as open-end management
investment companies. The IRC Enhanced Index Portfolio (the "Portfolio"), a
portfolio of UAM Funds Trust, began operations on January 23, 1996. At May 31,
1996, the UAM Funds were comprised of thirty-seven active portfolios. The
financial statements of the remaining portfolios are presented separately.

A. SIGNIFICANT ACCOUNTING POLICIES: The following significant accounting
policies are in conformity with generally accepted accounting principles for
investment companies. Such policies are consistently followed by the Portfolio
in the preparation of its financial statements. Generally accepted accounting
principles may require management to make estimates and assumptions that affect
the reported amounts and disclosures in the financial statements. Actual
results may differ from those estimates.

1. SECURITY VALUATION: Securities listed on a securities exchange for
which market quotations are readily available are valued at the last quoted
sales price as of the close of the exchange on the day the valuation is
made or, if no sale occurred on such day, at the bid price on such day.
Price information on listed securities is taken from the exchange where the
security is primarily traded. Over-the-counter and unlisted securities are
valued at the current bid price. Short-term investments that have remaining
maturities of sixty days or less at time of purchase are valued at
amortized cost, if it approximates market value.The value of other assets
and securities for which no quotations are readily available is determined
in good faith at fair value using methods determined by the Board of
Trustees.

2. FEDERAL INCOME TAXES: It is the Portfolio's intention to qualify as a
regulated investment company under Subchapter M of the Internal Revenue
Code and to distribute all of its taxable income. Accordingly, no provision
for Federal income taxes is required in the financial statements.

At May 31, 1996, the Portfolio's cost for Federal income tax purposes was
$3,439,893. Net unrealized appreciation for Federal income tax purposes
aggregated $233,861, of which $281,651 related to appreciated securities
and $47,790 related to depreciated securities.

3. DISTRIBUTIONS TO SHAREHOLDERS: The Portfolio will normally distribute
substantially all of its net investment income quarterly. Any realized net
capital gains will be distributed annually. All distributions are recorded
on ex-dividend date.

The amount and character of income and capital gain distributions to be
paid are determined in accordance with Federal income tax regulations which
may differ from generally accepted accounting principles.

4. OTHER: Security transactions are accounted for on trade date, the date
the trade was executed. Costs used in determining realized gains and
losses on the sale of investment securities are based on the specific
identification method. Dividend income is recorded on the ex-dividend
date. Interest income is recognized on the accrual basis. Most expenses
of the UAM Funds can be directly attributed to a particular portfolio.
Expenses which cannot be directly attributed are apportioned among the
portfolios of the UAM Funds based on their relative net assets.
Additionally, certain expenses are apportioned among the portfolios of
the UAM Funds and AEW Commercial Mortgage Securities Fund, Inc. ("AEW"),
an affiliated closed-end management investment company, based on their
relative net assets.

<PAGE>

IRC ENHANCED INDEX PORTFOLIO
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) - (CONTINUED)

B. ADVISORY SERVICES: Under the terms of an investment advisory agreement,
Investment Research Company (the "Adviser"), a wholly-owned subsidiary of
United Asset Management Corporation ("UAM"), provides investment advisory
services to the Portfolio at a fee calculated at an annual rate of 0.70% of
average daily net assets. The Adviser has voluntarily agreed to waive a
portion of its advisory fees and to assume expenses, if necessary, to comply
with the most stringent expense limits prescribed by any state in which the
Portfolio's shares are offered for sale. The most stringent current state
restrictions limit the Portfolio's allowable operating expenses in a fiscal
year to 2.50% of the first $30 million of average daily net assets, 2.00% of
the next $70 million of average daily net assets and 1.50% of average daily
net assets in excess of $100 million.

C. ADMINISTRATIVE SERVICES: UAM Fund Services, Inc. (the "Administrator"),
a wholly-owned subsidiary of UAM, provides and oversees administrative, fund
accounting, dividend disbursing and transfer agent services to the UAM Funds
and AEW under an Administration Agreement (the "Agreement"). Pursuant to the
Agreement, the Administrator is entitled to receive annual fees, computed
daily and payable monthly, of 0.19% of the first $200 million of the combined
aggregate net assets; plus 0.11% of the next $800 million of the combined
aggregate net assets; plus 0.07% of the next $2 billion of the combined
aggregate net assets; plus 0.05% of the combined aggregate net assets in
excess of $3 billion. The fees are allocated among the portfolios of the UAM
Funds and AEW on the basis of their relative net assets and are subject to a
graduated minimum fee schedule per portfolio which rises from $2,000 per
month, upon inception of a portfolio, to $70,000 annually after two years.
For Portfolios with more than one class of shares, the minimum annual fee
increases to $90,000. In addition, the Administrator receives a
Portfolio-specific monthly fee of 0.04% of average daily net assets of the
Portfolio. For the period May 1, 1996 to May 31, 1996, UAM Fund Services,
Inc. earned $2,419 from the Portfolio as Administrator.

D. DISTRIBUTION SERVICES: UAM Fund Distributors, Inc. (the "Distributor"),
a wholly-owned subsidiary of UAM, distributes the shares of the Portfolio.
The Distributor does not receive any fee or other compensation with respect
to the Portfolio.

E. PURCHASES AND SALES: For the period ended May 31, 1996, the Portfolio
made sales of approximately $385,000 of investment securities other than
long-term U.S. Government and short-term securities. There were no sales of
long-term U.S. Government securities. There were no purchases of long-term
securities.

F. TRUSTEES' FEES: Each Trustee, who is not an officer or affiliated person,
receives $2,000 per meeting attended, which is allocated proportionally among
the active portfolios of UAM Funds and AEW, plus a quarterly retainer of $150
for each active portfolio of the UAM Funds and AEW and reimbursement of
expenses incurred in attending Trustee meetings.

<PAGE>

PART C
UAM FUNDS TRUST
OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS

(A) FINANCIAL STATEMENTS:

1. This Post-Effective Amendment No. 10 is filed to comply with the
Registrant's undertaking to file a Post-Effective Amendment containing
reasonably current financial statements, which need not be audited, within four
to six months of the commencement date of the Portfolio (the "Portfolio"). The
following audited (and unaudited) financial statements for the Portfolio are
included in Part B of this Post-Effective Amendment:

(a) Statement of Net Assets as of May 31, 1996

(b) Statement of Operations for the one-month period ended May 31,
1996 (unaudited)

(c) Statement of Changes in Net Assets for the period ended April 30,
1996 (audited) and Statement of Changes in Net Assets for the
one-month period ended May 31, 1996 (unaudited)

(d) Financial Highlights as of April 30, 1996 (audited) and
May 31, 1996 (unaudited)

(e) Notes to Financial Statements for the one-month period ended
May 31, 1996 (unaudited)

2. Post-Effective Amendment No. 9 was filed to comply with the
Registrant's undertaking to file a Post-Effective Amendment containing
reasonably current financial statements, which need not be audited, within four
to six months of the commencement date of the BHM&S Total Return Bond Portfolio
Institutional and Institutional Service Class Shares (the "Portfolio"). The
following unaudited financial statements for the Portfolio were included in
Part B of the Post-Effective Amendment:

(a) Statement of Net Assets as of March 31, 1996;

(b) Statement of Operations for the period ended March 31, 1996;

(d) Financial Highlights as of March 31, 1996; and

(e) Notes to Financial Statements.

3. Post-Effective Amendment No. 8 was filed to comply with the
Registrant's undertaking to file a Post-Effective Amendment containing
reasonable current financial statements, which need not be audited, within four
to six months of the commencement date of the Newbold's Equity Portfolio and the
TJ Core Equity Portfolio (the "Portfolios"). The following unaudited financial
statement, for the Portfolios were included in Part B of the Post-Effective
Amendment:

(a) Statement of Net Assets as of February 29, 1996;

(b) Statement of Operations for the period ended February 29, 1996;

(d) Financial Highlights as of February 29, 1996;

(e) Notes to Financial Statements.

<PAGE>

4. The Annual Reports of the Chicago Asset Management Intermediate Bond
Portfolio, the Chicago Asset Management Value/Contrarian Portfolio and the
MJI International Equity Portfolio (the "Portfolios") are incorporated by
reference in their respective SAIs. The Annual Reports for the fiscal year
ended April 30, 1995 have previously been filed with the Securities and
Exchange Commission (the "Commission") . The audited financial statements
included in the Annual Reports are:

(a) Statement of Net Assets as of April 30, 1995;

(b) Statement of Operations for the period ended April 30, 1995;

(d) Financial Highlights as of April 30, 1995;

(e) Notes to Financial Statements; and

(f) Report of Independent Accountants.

<PAGE>

(B) EXHIBITS

Exhibits previously filed by the Fund are incorporated by reference to such
filings. The following table describes the location of all exhibits. In the
table, the following reference is used: PEA8 = Post-Effective Amendment No. 8
filed on March 13, 1996, PEA7 = Post-Effective Amendment No. 7 filed on
August 28, 1995, PEA4 = Post-Effective Amendment No. 4 filed on February 9,
1995, PEA3 = Post-Effective Amendment No. 3 filed on December 14, 1994, PEA2 =
Post-Effective Amendment No. 2 filed on November 25, 1994, PEA1 = Post-
Effective Amendment No. 1 filed on November 15, 1994, RS = original
Registration Statement on Form N-1A filed June 3, 1994; Pre EA = Pre-Effective
Amendment No. 1 filed August 24, 1994.

<TABLE>
<CAPTION>
Incorporated by
Exhibit Reference to (Location):
- ------- ------------------------
<S> <C>
1 Declaration of Trust RS
A. Certificate of Amendment to Certificate of Trust PEA8

2 By-Laws RS

3 Not Applicable

4 Specimen Share Certificate PEA1, PEA2, PEA3, PEA4

5 Forms of Investment Advisory Agreements RS, PEA1, PEA2, PEA3, PEA4

6 Form of Distribution Agreement RS

7 Not Applicable

8 Form of Custody Agreements RS

9 Form of Fund Administration Agreement Pre EA

10 Opinion and Consent of Counsel Pre EA

11 Consent of Independent Accountants
A. Consent of Independent Accountants with respect to
1995 Annual Reports PEA7

B. Consent of Independent Accountants with
respect to 1996 Annual Report for the IRC
Enhanced Index Portfolio Filed herewith

12 Other Financial Statements
A. 1995 Annual Reports PEA7

13 Agreement for Providing Initial Capital Pre EA

14 Not Applicable

15 Not Applicable

16 Not Applicable

18. Rule 18f-3 Multiple Class Plan PEA 8

24. Powers of Attorney RS, PEA7
</TABLE>

<PAGE>

<TABLE>
<S> <C>
27. Financial Data Schedules for the period ended
April 30, 1996 and one month period ended
May 31, 1996 Filed herewith
</TABLE>

ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT

Registrant is not controlled by or under common control with any person.

ITEM 26. NUMBER OF HOLDERS OF SECURITIES

<TABLE>
<CAPTION>
NUMBER OF RECORD HOLDERS
TITLE OF CLASS OR SERIES AS OF MAY 31, 1996
- ------------------------ ------------------------
<S> <C>
BHM&S Total Return Bond Portfolio Institutional
Class Shares.......................................... 2
BHM&S Total Return Bond Portfolio Institutional
Service Class Shares.................................. 10
Chicago Asset Management Value/Contrarian Portfolio
Institutional Class Shares............................ 11
Chicago Asset Management Intermediate Bond Portfolio
Institutional Class Shares............................ 7
IRC Enhanced Index Portfolio Institutional Class
Shares................................................ 8
MJI International Equity Portfolio Institutional
Class Shares.......................................... 47
Newbold's Equity Portfolio Institutional Class Shares... 21
TJ Core Equity Portfolio Institutional Service
Class Shares.......................................... 5
Total................................................... 111
</TABLE>

ITEM 27. INDEMNIFICATION

Reference is made to Article VI of Registrant's Declaration of Trust, which is
incorporated herein by reference. Registrant hereby also makes the undertaking
consistent with Rule 484 under the Securities Act of 1933, as amended.

Insofar as indemnification for liability arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.

<PAGE>

ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER

Reference is made to the caption "Fund Management and Administration" in the
Prospectuses constituting Part A of this Registration Statement and "Investment
Adviser" in Part B of this Registration Statement. The information required by
this Item 28 with respect to each director, officer, or partner of each
investment adviser of the Registrant is incorporated by reference to the Forms
ADV filed by the investment advisers listed below with the Securities and
Exchange Commission pursuant to the Investment Advisers Act of 1940, as amended,
on the dates and under the File numbers indicated:

<TABLE>
<CAPTION>
Investment Adviser Date Filed File No.
- ------------------ ---------- --------
<S> <C> <C>
Chicago Asset Management Company March 7, 1996 801-20197

Murray Johnstone International Ltd. May 5, 1995 801-34926

Newbold's Asset Management, Inc. April 6, 1995 801-33560

Tom Johnson Investment Management, Inc. March 25, 1995 801-42549

Dwight Asset Management Company April 10, 1995 801-45304

Lotsoff Capital Management April 10, 1995 801-19825

Investment Research Company April 16, 1995 801-31292

Hanson Investment Management Company April 10, 1995 801-14817

Barrow, Hanley, Mewhinney & Strauss, Inc. April 4, 1995 801-31237
</TABLE>

Chicago Asset Management Company, Murray Johnstone International Ltd., Newbold's
Asset Management, Inc., Tom Johnson Investment Management, Inc., Dwight Asset
Management Company, Investment Research Company, Hanson Investment Management
Company and Barrow, Hanley, Mewhinney & Strauss, Inc. are wholly-owned
affiliates of United Asset Management Corporation ("UAM"), a Delaware
Corporation owning firms engaged primarily in institutional investment
management.

ITEM 29. PRINCIPAL UNDERWRITERS

(a) UAM Fund Distributors, the firm which acts as sole distributor of the
Registrant's shares, also acts as sole distributor for UAM Funds, Inc.

(b) Not applicable.

ITEM 30. LOCATION OF ACCOUNTS AND RECORDS

The books, accounts and other documents required by Section 31(a) under the
Investment Company Act of 1940, as amended, and the rules promulgated thereunder
will be maintained in the physical possession of the Registrant, the
Registrant's Advisers, the Registrant's Sub-Transfer and Sub-Administrative
Agent (Chase Global Funds Services Company, 73 Tremont Street, Boston,
Massachusetts 02108) and the Registrant's Custodian Bank.

ITEM 31. MANAGEMENT SERVICES

Not Applicable

<PAGE>

ITEM 32. UNDERTAKINGS

(a) Not applicable

(b) (i) Registrant hereby undertakes to file a Post-Effective Amendment
including reasonably current financial statements which need not be
certified for the Dwight Principal Preservation Portfolio, within four
to six months from the effective date of the Portfolio.

(ii) Registrant hereby undertakes to file a Post-Effective Amendment
including reasonably current financial statements which need not be
certified for the Hanson Equity Portfolio within four to six months
from the effective date of the Portfolio.

(c) Registrant hereby undertakes to furnish each person to whom a
prospectus is delivered with a copy of the Registrant's latest annual
report to shareholders, upon request and without charge.

(d) Registrant hereby undertakes to call a meeting of shareholders for the
purpose of voting upon the question of the removal of a Trustee or
Trustees when requested in writing to do so by the holders of at least
10% of the Registrant's outstanding shares and in connection with such
meeting to comply with the provisions of Section 16(c) of the
Investment Company Act of 1940, as amended, relating to shareholder
communications.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Amendment to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Boston and Commonwealth of
Massachusetts on the 1st day of July 1996. The Registrant certifies that it
meets all of the requirements for effectiveness of this Amendment pursuant to
Rule 485(b) under the Securities Act of 1933.

UAM FUNDS TRUST

*
----------------------------------------
Norton H. Reamer
Chairman and President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated:

<TABLE>
<S> <C> <C>
*
- ----------------------------------, Chairman and President July 1, 1996
Norton H. Reamer

*
- ----------------------------------, Trustee July 1, 1996
Mary Rudie Barneby

*
- ----------------------------------,Trustee July 1, 1996
John T. Bennett, Jr.

*
- ----------------------------------, Trustee July 1, 1996
J. Edward Day

*
- ----------------------------------, Trustee July 1, 1996
Philip D. English

*
- ----------------------------------, Trustee July 1, 1996
William A. Humenuk

*
- ----------------------------------, Trustee July 1, 1996
Peter M. Whitman, Jr.

/s/ Gary L. French Treasurer and Principal
- ----------------------------------, Financial and Accounting July 1, 1996
Gary L. French Officer

/s/ Karl O. Hartmann
- ---------------------------------- July 1, 1996
* Karl O. Hartmann
(Attorney-in-Fact)
</TABLE>

<PAGE>

UAM FUNDS TRUST
(FORMERLY THE REGIS FUND II)

FILE NOS. 811-8544/33-79858

POST-EFFECTIVE AMENDMENT NO. 10

EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
11 Consent of Public Accountants

27 Financial Data Schedules for the one month period ended
May 31, 1996
</TABLE>

<PAGE>

EXHIBIT 11

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Prospectuses and
Statements of Additional Information constituting parts of this
Post-Effective Amendment No. 10 to the registration statement on Form N-1A
(the "Registration Statement") of our reports dated June 9, 1995, relating to
the financial statements and financial highlights appearing in the April 30
1995 Annual Reports to Shareholders of Chicago Asset Management
Value/Contrarian Portfolio, Chicago Asset Management Intermediate Bond
Portfolio and MJI International Equity Portfolio, which are also incorporated
by reference into the Registration Statement. We also consent to the
references to us under the headings "Financial Highlights", "Accountants" and
"Reports" in the Prospectuses and under the heading "Financial Statements" in
the Statements of Additional Information.

We hereby consent to the use in the Statement of Additional Information
constituting part of this Post-Effective Amendment No. 10 to the registration
statement on Form N-1A (the "Registration Statement") of our report dated
June 14, 1996, relating to the financial statements and financial highlights
of The IRC Enhanced Index Portfolio, which appears in such Statement of
Additional Information. We also consent to the references to us under the
heading "Financial Statements" in the Statement of Additional Information.

/s/ Price Waterhouse LLP
- -----------------------------------
Price Waterhouse LLP
Boston, Massachusetts
June 28, 1996

<PAGE>
<ARTICLE> 6
<SERIES>
<NUMBER> 7
<NAME> IRC ENHANCED INDEX PORTFOLIO
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> 1-MO
<FISCAL-YEAR-END> APR-30-1996
<PERIOD-START> MAY-01-1996
<PERIOD-END> MAY-31-1996
<INVESTMENTS-AT-COST> 3,440
<INVESTMENTS-AT-VALUE> 3,674
<RECEIVABLES> 14
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 3,688
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 165
<TOTAL-LIABILITIES> 165
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 3,523
<SHARES-COMMON-STOCK> 332
<SHARES-COMMON-PRIOR> 382
<ACCUMULATED-NII-CURRENT> 8
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 37
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 234
<NET-ASSETS> 3,244
<DIVIDEND-INCOME> 15
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> (8)
<NET-INVESTMENT-INCOME> 7
<REALIZED-GAINS-CURRENT> 23
<APPREC-INCREASE-CURRENT> 74
<NET-CHANGE-FROM-OPS> 104
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 11
<NUMBER-OF-SHARES-REDEEMED> (61)
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> (410)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 14
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 2
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 8
<AVERAGE-NET-ASSETS> 3,669
<PER-SHARE-NAV-BEGIN> 10.30
<PER-SHARE-NII> 0.02
<PER-SHARE-GAIN-APPREC> 0.28
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.60
<EXPENSE-RATIO> 2.50
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>