UAM FUNDS TRUST, 497, 1996-03-13

UAM FUNDS TRUST
497, 1996-03-13

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<PAGE>

UAM FUNDS TRUST
NEWBOLD'S EQUITY PORTFOLIO
INSTITUTIONAL CLASS SHARES

SUPPLEMENT DATED MARCH 13, 1996 TO THE PROSPECTUS DATED JANUARY 29, 1995

FINANCIAL HIGHLIGHTS
(Unaudited)

The following table provides financial highlights for the Newbold's
Equity Portfolio (the "Portfolio") throughout the period presented and is
part of the Portfolio's unaudited financial statements for the period ended
February 29, 1996 which is 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 inclduing the notes thereto.

September 13, 1995*
to February 29, 1996
(Unaudited)
- ----------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF PERIOD $10.00
- ----------------------------------------------------------------------------

INCOME FROM INVESTMENT OPERATIONS:
Net Investment Income .................................. 0.12+
Net Realized and Unrealized Gain on
Investments ........................................ 0.59
- ----------------------------------------------------------------------------
Total from Investment Operations ............. 0.71
- ----------------------------------------------------------------------------

DISTRIBUTION
Net Investment Income .................................. (0.07)
Net Realized Gain....................................... (0.02)
- ----------------------------------------------------------------------------
Total Distributions........................... (0.09)
- ----------------------------------------------------------------------------

NET ASSET VALUE, END OF PERIOD ......................... $10.62
- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------

TOTAL RETURN ........................................... 7.17%++
- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------

RATIOS AND SUPPLEMENTAL DATA:
Net Assets, End of Period (Thousands) .................. $12,964
Ratio of Net Expenses to Average Net Assets............. 0.90%**+
Ratio of Net Investment Income to Average
Net Assets ......................................... 2.63%**++
Portfolio Turnover Rate ................................ 66%
- ----------------------------------------------------------------------------
* Commencement of Operations
** Annualized
+ Net of voluntarily waived fees and expenses assumed by the Adviser of
$0.04 per share for the period ended February 29, 1996.
++ Total return would have been lower had certain fees not been waived and
expenses assumed by the Adviser.

<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

- --------------------------------------------------------------------------------
NEWBOLD'S EQUITY PORTFOLIO
INSTITUTIONAL CLASS SHARES
INVESTMENT ADVISER: NEWBOLD'S ASSET MANAGEMENT, INC.
- --------------------------------------------------------------------------------

PROSPECTUS -- JANUARY 29, 1995

Newbold's Equity 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. Newbold's Equity 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 Newbold's Asset
Management, Inc.

The Newbold's Equity Portfolio seeks to achieve maximum long-term total
return, consistent with reasonable risk to principal, by investing primarily in
a diversified portfolio of undervalued equity securities of statistically
attractive companies. There can be no assurance that the Portfolio will achieve
its stated objective.

Please keep this Prospectus for future reference since it contains
information that you should understand before you invest. You may also wish to
review the Newbold's Equity Portfolio's "Statement of Additional Information"
dated January 29, 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............................................ 1

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

Performance Calculations................................................ 2

Details on Investment Policies.......................................... 3

Buying, Selling and Exchanging Shares................................... 7

How Share Prices are Determined......................................... 11

Dividends, Capital Gains Distributions and Taxes........................ 11

Fund Management and Administration...................................... 12

General Fund Information................................................ 13

The Regis Family of Funds -- Institutional Class Shares................. 15
</TABLE>
<PAGE>
FEES AND EXPENSES

Investors will be charged various fees and expenses incurred in managing the
Newbold's Equity 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:............................................. 0.50%
Administrative Fees:.................................................. 0.26%
12b-1 Fees:........................................................... NONE
Other Expenses:....................................................... 0.41%
Reimbursed Expenses and Advisory Fees................................. (0.27)%
-----
Total Operating Expenses:............................................. 0.90%*
</TABLE>

The fees and expenses set forth above are estimated amounts for the
Portfolio's first year of operations assuming average daily net assets of $15
million.
- ------------
*Newbold's Asset Management, Inc. (the "Adviser") has voluntarily agreed to
waive its advisory fees or reimburse expenses, if necessary, in order to
guarantee the Portfolio's total operating expenses (excluding interest, taxes
and extraordinary expenses) from exceeding 0.90% of its average daily net
assets until January 29, 1998. If it were not for the fee waiver and/or
reimbursement, the Portfolio's total annual operating expenses would be 1.17%
of average daily net assets. The Portfolio will not reimburse the Adviser for
any advisory fees which the Adviser may bear on behalf of the Portfolio.

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.......................................................................... $ 9 $ 29
</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.

SUMMARY: ABOUT THE PORTFOLIO ...

OBJECTIVE:

The Portfolio seeks to achieve maximum long-term total return, consistent
with reasonable risk to principal, by investing primarily in a diversified
portfolio of undervalued equity securities of statistically attractive
companies. The Adviser believes that the Portfolio's performance over the long
term will be superior to its benchmark index (the Standard & Poor's 500 Stock
Index). There can be no assurance that the Portfolio will achieve its stated
objective.

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HOW IS THE PORTFOLIO MANAGED?

Newbold's Asset Management, Inc. (the "Adviser") believes that investment
value and return can be achieved by investing in stocks with a low price
relative to current earnings. This bottom-up approach seeks to identify
companies whose earnings growth suggests an increasing stream of future dividend
income and whose share prices represent a level below realizable value.

WHO MANAGES THE PORTFOLIO?

The Adviser is a registered investment adviser. Founded in 1940, the firm
currently has over $7 billion in assets under management. The Adviser is a
wholly-owned subsidiary of United Asset Management Corporation.

WHO SHOULD INVEST IN THE PORTFOLIO?

The Portfolio is suitable for investors who seek maximum long-term total
return in their investments and who are comfortable with aggressively seeking
long-term returns.

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.

- 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 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
which are the subject of the hedge. Options and futures transactions in
foreign markets 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 may invest in the securities of foreign issuers which may be
subject to additional risks factors, including foreign currency risks, not
applicable to securities of U.S. issuers.

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, all as further
described in the Portfolio's Statement of Additional Information.

Since this is a new Portfolio, we can offer no information about past
portfolio investment performance. When this information becomes available, you
will find it, together with comparisons to appropriate indices, in the
Portfolio's Annual Report to Shareholders, which may be obtained without charge.

2
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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 Portfolio's
Annual Report to Shareholders.

DETAILS ON INVESTMENT POLICIES

INVESTMENT STRATEGY

In seeking its investment objective, the Portfolio will invest at least 65%
of its total assets, under normal circumstances, in equity securities,
consisting of common stock, preferred stock, convertible preferred stock,
convertible bonds, rights and warrants. The Portfolio will invest primarily in
equity securities of large capitalization companies which are defined as those
with equity capitalizations greater than $1 billion at the time of purchase.

The Adviser believes that investment value and return can be achieved by
investing in stocks with a low price relative to current earnings. This
bottom-up approach seeks to identify companies whose earnings growth suggests an
increasing stream of future dividend income and whose share prices represent a
level below realizable value.

The Adviser is able to identify prospective companies through a computerized
screening process which rates on four key elements: MARKET CAPITALIZATION -- $1
billion or more for purposes of liquidity; DIVIDEND PAYOUT -- ordinarily must
pay cash dividends; FINANCIAL LEVERAGE -- debt should not be excessive, and an
investment grade bond rating is required; and RETURN ON AVERAGE FIVE-YEAR EQUITY
- -- after the three previous criteria have been applied, this evaluation is used
as a measurement of profitability in selecting the top 500 companies.

The stock issues of the top 500 companies are then sorted by price/earnings
ratio, ranked from highest to lowest and broken into five groups, each
consisting of 100 stocks. The bottom two groups are subject to intense
fundamental analysis by the Adviser. The objective is to assemble a portfolio of
40-70 statistically attractive stocks which represent relative "value" not
generally recognized by the market. However, the Portfolio has the flexibility
to invest in less than 40 stocks or more than 70 stocks, as the Adviser deems
necessary. Earnings for cyclical stocks are normalized in this valuation
process.

Once the portfolio has been constructed, its price/earnings multiples are
continually monitored. The Portfolio will stop buying a stock when its
price/earnings ratio approaches the current price/earnings multiple of the
Standard & Poor's 500 Stock Index. The stock is sold when it moves above the
market's multiple.

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" 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% its
assets, unless restricted by additional limitations described below or in the
Portfolio's Statement of Additional Information, in the following securities or
investment techniques:

FOREIGN INVESTMENTS

The Portfolio may invest in foreign equity securities of developed
countries. This involves additional risks not typically associated with
investing in domestic equity securities. Since the 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 U.S.
Political factors may have an impact in the form of confiscatory taxation,
expropriation or political instability in international markets.

3
<PAGE>
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 U.S. 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 U.S.

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). ADRs may be sponsored or
unsponsored. Sponsored ADRs are established jointly by a depositary and the
underlying issuer, whereas unsponsored ADRs 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.

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 Standard & Poor's
Corporation or Prime-1 or Prime-2 by Moody's Investors Service, Inc. or, if
unrated, determined by the Adviser to be of comparable quality.

REPURCHASE AGREEMENTS

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.

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

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.

4
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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), it may use options,
futures contracts, and options on futures contracts. Hedging strategies may also
be used in an attempt to manage the Portfolio's exposure to changing security
prices. 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 liquid 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 or index, including 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. 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.

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 market values or other
economic factors in utilizing a 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 investments which
may increase the Portfolio's expenses and reduce its return.

The use of these strategies involves certain risks, including (1) the fact
that skills needed to use hedging instruments are different from those needed to
select the Portfolio's securities, (2) possible imperfect correlation, 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 security at a time that otherwise would be favorable 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

5
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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, as amended (the "1940
Act") or the Rules and Regulations or interpretations of the Securities and
Exchange Commission (the "Commission") thereunder, which currently require that
(a) the borrower pledge and maintain with the Portfolio collateral consisting of
cash, an irrevocable letter of credit issued by a domestic U.S. bank or
securities issued or guaranteed by the 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.

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;

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(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 (i) borrow more than 33 1/3% of its gross assets
and (ii) cannot buy additional securities if it borrows more than 5% of
its total assets; and

(g) The Portfolio may not 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)(i) 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 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 to investors at net asset value without
a sales commission through RFI Distributors, a division of Regis Retirement Plan
Services, Inc. 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.

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. 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 New York
Stock Exchange ("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.

7
<PAGE>
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, 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 p.m. 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 close 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. #001-35-227
F/B/O The Regis Fund II
Ref: Newbold's Equity 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.

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

8
<PAGE>
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
by the Portfolio 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.

- 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 total 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 of 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 transaction
instructions received by telephone that it reasonably believes are genuine.

To change 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.

9
<PAGE>
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

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 p.m. will be processed at the share price set after the market
close the same day. Exchanges received after 4 p.m. will be executed at the
share price determined at the market close the following day. For additional
information regarding responsibility for the authenticity of telephoned
transaction instructions, see "How to Sell Shares -- By Telephone" above. The
exchange privilege is only available with respect to Portfolios that are
registered for sale in a shareholder's state of residence.

Neither the Fund nor the Fund's Transfer Agent will take responsibility for
ensuring it is indeed the shareholder issuing the exchange orders; however, we
may use some of the precautions described above for selling shares. 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.

10
<PAGE>
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

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

To determine how much each share is worth, we add up the total market value
of all the securities in the Portfolio plus cash and other assets, deduct
liabilities and then divide 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 from its investments,
as well as any interest earned from short-term investments, 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 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.

Reinvested dividend distributions will affect your tax liability. By law,
you must pay taxes on any dividend 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.

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. The total is then divided by the
number of shares outstanding. 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 trade 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.

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.

11
<PAGE>
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

THE INVESTMENT ADVISER

The Adviser is a registered investment adviser formed in 1940. Its business
offices are located at 950 Haverford Road in Bryn Mawr, Pennsylvania. 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 $7 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 net assets in the Portfolio for that month. The percentage fee on an
annual basis is 0.50%.

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.

An Investment Committee at the Adviser is responsible for the day-to-day
management of the Portfolio.

THE 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
the summer 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 Fund assets
0.12% of the next $800 million in combined Fund 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.

THE 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

12
<PAGE>
Distribution Agreement (the "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 Agreement
with respect to this Portfolio. The 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 Agreement or interested persons of any such party, approve it on
an annual basis. This 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

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.

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. 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 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

13
<PAGE>
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.

14
<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 International Equity Portfolio
McKee Domestic Equity Portfolio
McKee U.S. Government 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

NEWBOLD'S ASSET MANAGEMENT, INC.
Newbold's 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

15
<PAGE>

UAM FUNDS TRUST
TJ CORE EQUITY PORTFOLIO
INSTITUTIONAL SERVICE CLASS SHARES

SUPPLEMENT DATED MARCH 13, 1996 TO THE PROSPECTUS DATED JANUARY 29, 1995

FINANCIAL HIGHLIGHTS
(Unaudited)

The following table provides financial highlights for the TJ Core
Equity Portfolio (the "Portfolio") throughout the period presented and is
part of the Portfolio's unaudited financial statements for the period ended
February 29, 1996 which is 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.

INCOME FROM INVESTMENT OPERATIONS
Net Investment Income................................... 0.06+
Net Realized and Unrealized Gain/Loss
on Investments ..................................... 0.71
- ----------------------------------------------------------------------------
Total from Investment Operations ............. 0.77
- ----------------------------------------------------------------------------
DISTRIBUTION
Net Investment Income................................... (0.03)+
- ----------------------------------------------------------------------------

NET ASSET VALUE, END OF PERIOD ......................... $10.74
- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------

TOTAL RETURN ........................................... 7.72%++
- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------

RATIOS AND SUPPLEMENTAL DATA:
Net Assets, End of Period (Thousands) .................. $958
Ratio of Expenses to Average Net Assets................. 1.25%**+
Ratio of Net Investment Income to Average
Net Assets ......................................... 1.46%**+
Portfolio Turnover Rate ................................ 8%
- ----------------------------------------------------------------------------
* Commencement of Operations
** Annualized
+ Net of voluntarily waived fees and expenses assumed by the Adviser of
$0.48 per share for the period ended February 29, 1996.
++ Total return would have been lower had certain fees not been waived and
expenses assumed by the Adviser.

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

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

TJ CORE EQUITY PORTFOLIO
INSTITUTIONAL SERVICE CLASS SHARES
INVESTMENT ADVISER: TOM JOHNSON INVESTMENT MANAGEMENT, INC.
- --------------------------------------------------------------------------------

PROSPECTUS -- JANUARY 29, 1995

TJ Core Equity 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
(at the maximum rate of .25% per annum) to financial institutions for services
they provide to the owners of such shares. TJ Core Equity Portfolio currently
offers only one class of shares. The securities offered in this Prospectus are
Institutional Service Class Shares ("Service Class Shares") of one diversified
Portfolio of the Fund managed by Tom Johnson Investment Management, Inc.

The TJ Core Equity Portfolio seeks maximum total return consistent with
reasonable risk to principal by investing in the common stock of quality
companies with lower valuations in sectors of the economy exhibiting strong, or
improving relative performance. There can be no assurance that the Portfolio
will achieve its stated objective.

Please keep this Prospectus for future reference since it contains
information that you should understand before you invest. You may also wish to
review the TJ Core Equity Portfolio's "Statement of Additional Information"
dated January 29, 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....................................................... 2

Summary: About the Portfolio............................................ 3

Risk Factors............................................................ 3

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

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

Buying, Selling and Exchanging Shares................................... 8

Service and Distribution Plans.......................................... 12

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

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

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

General Fund Information................................................ 17
</TABLE>

1
<PAGE>
FEES AND EXPENSES

Investors will be charged various fees and expenses incurred in managing the
TJ Core Equity Portfolio (the "Portfolio") including:

<TABLE>
<S> <C>
Investment Advisory Fees:.............................................. 0.75%+
Administrative Fees:................................................... 0.40%
12b-1 Fees (Including Shareholder Servicing Fees)++:................... 0.25%
Other Expenses:........................................................ 0.49%
Advisory Fees Waived:.................................................. (0.64)%
-----
Total Operating Expenses:.............................................. 1.25%+
-----
-----
</TABLE>

+ Absent fees waived by the Adviser, annualized Total Operating Expenses of the
Portfolio would be 1.89%.
++ See "Service and Distribution Plans."

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

As of the date of this Prospectus, Tom Johnson Investment Management, Inc.
(the "Adviser") has voluntarily agreed to waive a portion of its advisory fee
and to assume as the Adviser's own expense certain operating expenses payable by
the Portfolio through January 1, 1997, if necessary, in order to keep the
Portfolio's total annual operating expenses from exceeding 1.25% of its average
daily net assets. The Portfolio will not reimburse the Adviser for any advisory
fees which are waived or expenses which the Adviser may bear on behalf of the
Portfolio.

<TABLE>
<CAPTION>
1 YEAR 3 YEARS
------ -------
<S> <C> <C>
Expenses..................................... $13 $40
</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.

NOTE TO EXPENSE TABLE

Service Organizations may charge other fees to their customers who are
beneficial owners of shares of the Portfolio in connection with their customer
accounts. (See "Service and Distribution Plans.")

2
<PAGE>
SUMMARY: ABOUT THE PORTFOLIO . . .

OBJECTIVE:

The Portfolio seeks maximum total return consistent with reasonable risk to
principal by investing in the common stock of quality companies with lower
valuations in sectors of the economy exhibiting strong, or improving relative
performance. The Portfolio may also invest in other equity-related securities
such as preferred stocks, convertible preferred stocks, convertible bonds,
options, futures, rights and warrants. There can be no assurance that the
Portfolio will achieve its stated objective.

HOW IS THE PORTFOLIO MANAGED?

Tom Johnson Investment Management, Inc. (the "Adviser") believes that
maximum total return on investment can be achieved by analysis of current and
anticipated economic fundamentals, asset allocation between stocks, cash and
cash equivalents in the anticipated economic environment and identification of
specific industry groups or specific industries which should benefit as a result
of anticipated economic fundamentals. (See "Details on Investment Policies.")

WHO MANAGES THE PORTFOLIO?

The Adviser is a registered investment adviser. Founded in 1983, the Adviser
currently has approximately $1.8 billion in assets under management. The Adviser
is a wholly-owned subsidiary of United Asset Management Corporation. (See "Fund
Management and Administration.")

WHO SHOULD INVEST IN THE PORTFOLIO?

The Portfolio is suitable for investors who seek maximum total return in
their investments and who are comfortable with the risks associated with
investing in stocks and other equity-related securities. (See "Retirement
Plans.")

HOW TO INVEST

The Fund offers shares of beneficial interest of the Portfolio 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 through RFI
Distributors, a division of Regis Retirement Plan Services, Inc., broker-dealers
and financial intermediaries or 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

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.

3
<PAGE>
- 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 invest a portion of its assets in derivatives
including futures contracts and options.

- The Portfolio may invest in the securities of foreign issuers
which may be subject to additional risk factors, including
foreign currency risks, not applicable to securities of U.S.
issuers.

- The fixed income securities held by the Portfolio will be
affected by general changes in interest rates resulting in
increases or decreases in the value of the securities. The
value of fixed income securities can be expected to vary
inversely to the changes in prevailing interest rates, i.e., as
interest rates decline, the market value of fixed income
securities tends to increase and vice versa.

- The Portfolio may invest in investment grade debt securities,
but reserves the right to hold securities that have been
downgraded. Adverse economic and corporate changes and changes
in interest rates may have a greater impact on issuers of lower
rated debt securities which the Portfolio may hold, 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 an adviser to a mutual fund.

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

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.

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.

Since this is a new Portfolio, we can offer no information about past
portfolio performance. When this information becomes available, you will find
it, together with comparisons to appropriate indices, in the Portfolio's Annual
Report to Shareholders, which may be obtained without charge.

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

In seeking its investment objective, the Portfolio will invest at least 65%
of its total assets, under normal circumstances, in equity securities,
consisting primarily of common stock of companies with market capitalizations
greater than $200 million at the time of purchase. Furthermore, the Portfolio
will invest so that 80% of the Portfolio's common stock holdings will be of
issuers with market capitalizations greater than $800 million. The Portfolio may
also invest in other equity-related securities such as preferred stock,
convertible preferred stock, convertible bonds, options on stock indices, rights
and warrants. The Portfolio may also invest up to 35% of its assets in
investment grade debt securities which are generally considered to be those
securities having one of the four highest grades assigned by Moody's Investors
Service, Inc. (Aaa, Aa, A or Baa) or Standard & Poor's

4
<PAGE>
Corporation (AAA, AA, A or BBB) or, if unrated, of equivalent quality in the
Adviser's judgment. Securities rated Baa or BBB may possess speculative
characteristics and may be more sensitive to changes in the economy and the
financial condition of issuers than higher rated securities. 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. Up to 20% of the Portfolio's assets may be invested in the
securities of foreign issuers.

The Adviser believes that maximum total return can be achieved by investing
in the common stock of quality companies with lower valuations in sectors of the
economy exhibiting strong, or improving relative performance. Beginning with a
thorough analysis of current and anticipated economic fundamentals, examining
key economic variables such as the level and direction of interest rates,
forecasted growth in the GDP, anticipated gains in corporate profits,
inflationary pressures, and money supply growth, as well as other variables, the
Adviser is able to determine the basis for asset allocation between stocks and
cash and cash equivalents.

The analysis of key economic variables also helps identify industry groups
or specific industries which should benefit as a result of anticipated economic
fundamentals. These industry groups are then analyzed in detail beginning with
industry screens, going onto individual company analysis, and finally specific
purchase recommendations. Of particular interest to the Adviser is the valuation
being placed upon the company as well as the forecasted growth in earnings and
dividends over the next 1 to 5 years.

It is anticipated that cash reserves will represent a relatively small
percentage of the Portfolio's assets. Under normal circumstances, it will be
less than 20%. However, 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 up to 20% of its assets in foreign securities which
involve additional risks not typically associated with investing in domestic
securities. Since the 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.

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 U.S. 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 U.S.

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 ADRs may be established without participation by the

5
<PAGE>
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.

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 Standard & Poor's
Corporation or Prime-1 or Prime-2 by Moody's Investors Service, Inc. 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

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.

FUTURES AND OPTIONS TRANSACTIONS

In order to remain fully invested, and to reduce transaction costs, the
Portfolio may utilize appropriate futures contracts and options to a limited
extent. For example, in order to remain fully exposed to the movements of the
market, while maintaining liquidity to meet potential shareholder redemptions,
the Portfolio may invest a portion of its assets in appropriate futures
contracts. As futures contracts only require a small initial margin deposit, the
Portfolio would then be able to keep a cash reserve available to meet potential
redemptions, while at the same time being effectively fully invested. Also,
because transaction costs associated with futures and options may be lower than
the costs of investing in securities directly, it is expected that the use of
index futures and options to facilitate cash flows may reduce the Portfolio's
overall transaction costs. The Portfolio will enter into

6
<PAGE>
futures contracts and options for bona fide hedging purposes only and for other
purposes so long as aggregate initial margins and premiums required in
connection with non-hedging positions do not exceed 5% of the Portfolio's total
assets.

The primary risks associated with the use of futures and options are (1)
imperfect correlation between the change in market value of the securities held
by the Portfolio and the prices of futures and options relating to the
securities purchased or sold by the Portfolio; and (2) possible lack of a liquid
secondary market for a futures contract or option and the resulting inability to
close a futures position which could have an adverse impact on the Portfolio's
ability to hedge. In the opinion of the Trustees, the risk that the Portfolio
will be unable to close out a futures position or options contract will be
minimized by only entering into futures contracts or options transactions traded
on national exchanges and for which there appears to be a liquid secondary
market.

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. 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 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

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 would 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

7
<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 gross 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

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 intermediary brokers or
dealers that market shares of the Portfolio. 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.

BUYING, SELLING AND EXCHANGING SHARES

Shares of the Portfolio may be purchased without a sales commission directly
through RFI Distributors (the "Distributor"), and through broker-dealers,
registered representatives, and other financial intermediaries ("Service
Organizations") having selling or shareholder service agreements with the
Distributor. The shares are sold at the net asset value per share next
determined after an order is received by the Fund or the designated Service

8
<PAGE>
Organization. (See "Service and Distribution Plans" and "How Share Prices are
Determined.") 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. The officers of the Fund may make certain
exceptions to the minimum investment amounts.

Certain Service Organizations may have established shareholder servicing
relationships with the Fund on behalf of their customers. Those Service
Organizations may impose additional or different conditions or other account
fees on the purchase and redemption of Portfolio shares. Each Service
Organization 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
Organizations should consult their Service Organization for information
regarding these fees and conditions. Some Service Organizations 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 Organizations may enter confirmed purchases on behalf of their
customers. If you buy shares of the Portfolio in this manner, the Service
Organization must receive your investment order before the close of trading on
the NYSE, generally 4:00 p.m. (Eastern Time) and transmit it to the Fund's
Transfer Agent (prior to the close of the Transfer Agent's business day) and the
Distributor to receive that day's share price with proper payment to the Fund to
follow. 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 Organizations 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

An account also may be opened with the assistance of your Service
Organization by completing and signing an Account Registration Form. The
original Account Registration Form should be forwarded together with a check
payable to The Regis Fund II, through your Service Organization, 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 copy of the Account Registration Form (manually signed), 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 directly or through your Service Organization to The
Regis Service Center at the address above. Make sure that your account number,
account name, the name of the Portfolio and the name of the class of shares are
clearly indicated on the check so that we can properly credit your account.

HOW TO BUY SHARES BY WIRE

To make an initial investment by wire, your Service Organization should
telephone the Fund's Transfer Agent (toll-free 1-800-638-7983), and provide the
account name, address, telephone number, social security or taxpayer
identification number, the name of the Portfolio (Service Class Shares), the
amount being wired and the name of the bank wiring the funds. (Investors with
existing accounts should also notify the Fund prior to wiring funds.) An account
number will then be provided to you.

9
<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. #001-73-331
F/B/O The Regis Fund II
Ref: TJ Core Equity Portfolio (Service Class Shares)
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 your Service Organization or 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.

OTHER PURCHASE INFORMATION

Non-securities dealer Service Organizations may receive transaction fees
that are the same as distribution fees paid to dealers.

The Fund reserves the right, in its sole discretion, to suspend the offering
of shares or reject purchase orders of the Portfolio when, in the judgement of
management, such suspension or rejection is in the best interests of the Fund.

Purchases of shares will be made in full and fractional shares calculated to
three decimal places. In the interest of economy and convenience, certificates
for shares will not be issued except at the written request of the shareholder.
Certificates for fractional shares, however, will not be issued.

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
by the Portfolio 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.

- 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.

10
<PAGE>
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.

Your request should be addressed to:

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

or to your Service Organization.

BY MAIL

To redeem by mail, you should include the following:

- 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 of 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 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.

11
<PAGE>
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

HOW TO EXCHANGE SHARES

You may exchange Service Class Shares of the Portfolio for any other Service
Class Shares of a Portfolio included in The Regis Family of Funds which is
comprised of the Fund and The Regis Fund, Inc. (For those Portfolios currently
offering Service Class Shares, please call The Regis Service Center.) 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 or through a Service
Organization. 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 p.m. will be processed at the share price set after
the market close the same day. Exchanges received after 4 p.m. 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 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 objectives before shifting money into
it. Make sure its objectives 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.

SERVICE AND DISTRIBUTION PLANS

Under the Service Plan for Service Class Shares, adopted pursuant to Rule
12b-1 under the 1940 Act, the Fund may enter into service agreements with
Service Organizations (broker-dealers or other financial institutions) who
receive fees with respect to the Fund's Service Class Shares owned by
shareholders for whom the Service Organization is the dealer or holder of
record, or for whom the Service Organization performs Servicing, as defined
below. These fees are paid out of the assets allocable to Service Class Shares
to RFI Distributors or to the Service Organizations directly or through RFI
Distributors. The Fund reimburses RFI Distributors or the Service Organization,
as the case may be, for payments made at an annual rate of up to 0.25 of 1% of
the average daily value of Service Class Shares owned by clients of such Service
Organization during the period payments for Servicing are being made to it. Such
payments are borne exclusively by the Service Class Shares. Each item for

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which a payment may be made under the Service Plan constitutes personal service
and/or shareholder account maintenance and may constitute an expense of
distributing Fund shares as the Commission construes such term under Rule 12b-1.
The fees payable for Servicing are payable without regard to actual expenses
incurred.

Servicing may include, among other things, one or more of the following
rendered with respect to the Service Class shareholders: answering client
inquiries regarding the Fund; assisting clients in changing dividend options,
account designations and addresses; performing subaccounting; establishing and
maintaining shareholder accounts and records; processing purchase and redemption
transactions; investing client cash account balances automatically in Service
Class Shares; providing periodic statements showing a client's account balance
and integrating such statements with those of other transactions and balances in
the client's other accounts serviced by the Service Organization; arranging for
bank wires; and such other services as the Fund may request, to the extent the
Service Organization is permitted by applicable statute, rule or regulation.

The Glass-Steagall Act and other applicable laws prohibit federally
chartered or supervised banks from engaging in certain aspects of the business
of issuing, underwriting, selling and/or distributing securities. Accordingly,
banks will be engaged to act as a Service Organization only to perform
administrative and shareholder servicing functions. If a bank were prohibited
from so acting, its shareholder clients would be permitted to remain Fund
shareholders and alternative means for continuing the Servicing of such
shareholders would be sought.

RFI Distributors promotes the distribution of the Service Class Shares in
accordance with the terms of a Distribution Plan adopted pursuant to Rule 12b-1
under the 1940 Act. The Distribution Plan provides for the use of Fund assets
allocable to Service Class Shares to pay expenses of distributing such shares.

The Distribution Plan and Service Plan (the "Plans") were approved by the
Board, including a majority of the Trustees who are not "interested persons" of
the Fund as defined in the 1940 Act (and each of whom has no direct or indirect
financial interest in the Plans or any agreement related thereto, referred to
herein as the "12b-1 Trustees"). The Plans may be terminated at any time by the
vote of the Board or the 12b-1 Trustees, or by the vote of a majority of the
outstanding Service Class Shares of the Portfolio involved.

While the Plans continue in effect, the selection of the 12b-1 Trustees is
committed to the discretion of such persons then in office. The Plans provide
generally that a Portfolio may incur distribution and service costs under the
Plans which may not exceed in the aggregate 0.75% per annum of that Portfolio's
net assets. The Board has currently limited aggregate payments under the Plans
to 0.50% per annum of a Portfolio's net assets. The Service Class Shares offered
by this Prospectus currently are not making payments under the Distribution
Plan. Upon implementation, the Distribution Plan would permit payments to the
Distributor, broker-dealers, other financial institutions, sales representatives
or other third parties who render promotional and distribution services, for
items such as advertising expenses, selling expenses, commissions or travel
reasonably intended to result in sales of Service Class Shares and for the
printing of prospectuses sent to prospective purchasers of Service Class Shares
of the Portfolio.

Although the Plans may be amended by the Board of Trustees, any changes in
the Plans which would materially increase the amounts authorized to be paid
under the Plans must be approved by shareholders of the Class involved. The
total amounts paid under the foregoing arrangements may not exceed the maximum
limits specified above, and the amounts and purposes of expenditures under the
Plans must be reported to the 12b-1 Trustees quarterly. The amounts allowable
under the Plans for each Class of Shares of the Portfolios are also limited
under certain rules of the National Association of Securities Dealers, Inc.

In addition to payments by the Fund under the Plans, United Asset Management
Corporation, the parent company of the Adviser, or the Adviser may, at its own
expense, compensate a Service Organization or other person for marketing,
shareholder servicing and other services performed with respect to a Portfolio
or any class of shares of a Portfolio. The Adviser may make such payments out of
its investment advisory fee, its past profits or any other source available to
it.

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 4 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.

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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. 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 when assets are valued.

For valuation purposes, all securities initially expressed in a foreign
currency are converted into U.S. dollars at the bid price of such currencies
against U.S. dollars last 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 from its investments,
as well as any interest earned from short-term investments, to shareholders in
the form of quarterly dividends. This means that the amount of income each share
has earned over the past quarter will be determined and subtracted from the
total share value. The 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 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 need to "realize" or declare 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 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.

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.

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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. 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

THE INVESTMENT ADVISER

The Adviser is a registered investment adviser formed in 1983 with business
offices located at Two Leadership Square, 211 North Robinson, Suite 450,
Oklahoma City, Oklahoma. 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
approximately $1.8 billion in assets under management.

The Portfolio pays an annual fee in monthly installments to the Adviser for
advisory services. This fee is calculated every month as a percentage of the
average net assets in the Portfolio for that month. The percentage fee on an
annual basis is 0.75%.

Although the advisory fee rate payable by the Portfolio is higher than the
rate payable by most mutual funds, the Fund believes it is comparable to the
rates paid by many other funds with similar investment objectives and policies
and is appropriate for the Portfolio in light of its investment objective.

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

THOMAS E. JOHNSON, CFA, PRESIDENT, SENIOR PORTFOLIO MANAGER -- Texas Tech
University, B.B.A., 1963; Texas Tech University, M.B.A., 1964; President and
Senior Portfolio Manager, Tom Johnson Investment Management, Inc., 1983-Present.

JERRY WISE, CFA, CPA, EXECUTIVE VICE PRESIDENT, SENIOR PORTFOLIO MANAGER --
Oklahoma University, B.B.A., 1978; Oklahoma University, M.B.A., 1984; Executive
Vice President and Senior Portfolio Manager, Tom Johnson Investment Management,
Inc., 1986-Present.

RICHARD PARRY, CFA, VICE PRESIDENT, SENIOR PORTFOLIO MANAGER -- University
of Colorado, B.S., 1979; Oklahoma City University, M.B.A., 1983; Vice President
and Senior Portfolio Manager, Tom Johnson Investment Management, Inc.,
1989-Present.

THOMAS GILES, CFA, PORTFOLIO MANAGER -- University of Texas, B.B.A., 1979;
University of Texas, M.B.A., 1982; Portfolio Manager, Tom Johnson Investment
Management, Inc., 1989-Present.

JAMES MCGLYNN, CFA, PORTFOLIO MANAGER -- University of Texas at Austin,
B.B.A., 1980; Securities Analyst/Portfolio Manager, Securities Management
Research, 1990-1991; Portfolio Manager, Tom Johnson Investment Management, Inc.,
1991-Present.

JOHN SHEPLEY, CFA, PORTFOLIO MANAGER -- Midwestern State University, B.B.A.,
1982; Portfolio Manager, Sauder Management Company, 1983-1990; Portfolio
Manager, Tom Johnson Investment Management, Inc., 1990-Present.

DOUGLAS A. HAWS, TRADER -- University of Oklahoma, B.B.A., 1993; Internal
Auditor, Union Pacific Corporation, May, 1993-October, 1994; Trader, Tom Johnson
Investment Management, Inc., October, 1994-Present.

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THE ADMINISTRATOR

The Chase Manhattan Corporation, parent company of The Chase Manhattan Bank,
N.A. ("Chase") and 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 the summer of 1995, and will not affect the
nature or quality of the administrative services furnished to the Fund and its
Portfolios.

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

THE DISTRIBUTOR

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 "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 Agreement (except as described under "Service and
Distribution Plans" above). The 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 Agreement or interested persons of any such party, approve it on
an annual basis. The 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

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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. Several of the Fund's Portfolios
may 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 Service Class Shares bear fees payable by the class (at the maximum rate of
.25% per annum) to financial institutions for services they provide to the
owners of such shares. (See "Service and Distribution Plans.")

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.