EXHIBIT D.1 INVESTMENT ADVISORY AGREEMENT ----------------------------- THE REGIS FUND II BHM&S TOTAL RETURN BOND PORTFOLIO AGREEMENT made this 25th day of April, 1995 by and between The Regis Fund II, a Delaware business trust (the "Fund"), and...

EXHIBIT D.1

INVESTMENT ADVISORY AGREEMENT
-----------------------------

THE REGIS FUND II

BHM&S TOTAL RETURN BOND PORTFOLIO

AGREEMENT made this 25th day of April, 1995 by and between The Regis Fund
II, a Delaware business trust (the "Fund"), and Barrow, Hanley, ▇▇▇▇▇▇▇▇▇ &
▇▇▇▇▇▇▇, Inc., a Nevada corporation (the "Adviser").

1. DUTIES OF ADVISER. The Fund hereby appoints the Adviser to act as
investment adviser to the Fund's BHM&S Total Return Bond Portfolio (the
"Portfolio") for the period and on such terms as set forth in this Agreement.
The Fund employs the Adviser to manage the investment and reinvestment of the
assets of the Portfolio, to continuously review, supervise and administer the
investment program of the Portfolio, to determine in its discretion the
securities to be purchased or sold and the portion of the Portfolio's assets to
be held uninvested, to provide the Fund with records concerning the Adviser's
activities which the Fund is required to maintain, and to render regular reports
to the Fund's officers and Board of Trustees concerning the Adviser's discharge
of the foregoing responsibilities. The Adviser shall discharge the foregoing
responsibilities subject to the control of the officers and the Board of
Trustees of the Fund, and in compliance with the objectives, policies and
limitations set forth in the Portfolio's prospectus and applicable laws and
regulations. The Adviser accepts such employment and agrees to render the
services and to provide, at its own expense, the office space, furnishings and
equipment and the personnel required by it to perform the services on the terms
and for the compensation provided herein.

obtain the best available price and most favorable execution, except as
prescribed herein. Subject to policies established by the Board of Trustees of
the Fund, the Adviser may also be authorized to effect individual securities
transactions at commission rates in excess of the minimum commission rates
available, if the Adviser determines in good faith that such amount of
commission is reasonable in relation to the value of the brokerage or research
services provided by such broker or dealer, viewed in terms of either that
particular transaction or the Adviser's overall responsibilities with respect to
the Fund. The execution of such transactions shall not be deemed to represent an
unlawful act or breach of any duty created by this Agreement or otherwise. The
Adviser will promptly communicate to the officers and Trustees of the Fund such
information relating to portfolio transactions as they may reasonably request.

3. COMPENSATION OF THE ADVISER. For the services to be rendered by the
Adviser as provided in Section 1 of this Agreement, the Fund shall pay to the
Adviser in monthly installments, an advisory fee calculated by applying the
following annual percentage rate to the Portfolio's average daily net assets for
the month: 0.35%.

In the event of termination of this Agreement, the fee provided in this
Section shall be computed on the basis of the period ending on the last business
day on which this Agreement is in effect subject to a pro rata adjustment based
on the number of days elapsed in the current fiscal month as a percentage of the
total number of days in such month.

4. OTHER SERVICES. At the request of the Fund, the Adviser in its
discretion may make available to the Fund office facilities, equipment,
personnel and other services. Such office facilities, equipment, personnel and
services shall be provided for or rendered by the Adviser and billed to the Fund
at the Adviser's cost.

5. REPORTS. The Fund and the Adviser agree to furnish to each other
current prospectuses, proxy statements, reports to shareholders, certified
copies of their financial statements, and such other information with regard to
their affairs as each may reasonably request.

6. STATUS OF ADVISER. The services of the Adviser to the Fund are not to
be deemed exclusive, and the Adviser shall be free to render similar services to
others so long as its services to the Fund are not impaired thereby.

7. LIABILITY OF ADVISER. In the absence of (i) willful misfeasance, bad
faith or gross negligence on the part of the Adviser in performance of its
obligations and duties hereunder, (ii) reckless disregard by the Adviser of its
obligations and duties hereunder, or (iii) a loss resulting from a breach of
fiduciary duty with respect to the receipt of compensation for services (in
which case any award of damages shall be limited to the period and the amount
set forth in Section 36(b)(3) of the Investment Company Act of 1940, as amended
("1940 Act"), the Adviser shall not be subject to any liability whatsoever to
the Fund, or to any shareholder of the Fund, for any error or judgment, mistake
of law or any other act or omission in the course of, or connected with,
rendering services hereunder including, without limitation, for any losses that
may be sustained in connection with the purchase, holding, redemption or sale of
any security on behalf of the Portfolio.

8. PERMISSIBLE INTERESTS. Subject to and in accordance with the
Declaration of Trust of the Fund and the Articles of Incorporation of the
Adviser, Trustees, officers, agents and shareholders of the Fund are or may be
interested in the Adviser (or any successor thereof) as Directors, officers,
agents, shareholders or otherwise; Directors, officers, agents and shareholders
of the Adviser are or may be interested in the Fund as Trustees, officers,
agents, shareholders or otherwise; and the Adviser (or any successor) is or may
be interested in the Fund as a shareholder or otherwise; and the effect of

any such interrelationships shall be governed by said Declaration of Trust or
Articles of Incorporation and the provisions of the 1940 Act.

9. DURATION AND TERMINATION. This Agreement, unless sooner terminated as
provided herein, shall continue until the earlier of April 25, 1997 or the date
of the first annual or special meeting of the shareholders of the Portfolio and,
if approved by a majority of the outstanding voting securities of the Portfolio,
thereafter shall continue for periods of one year so long as such continuance is
specifically approved at least annually (a) by the vote of a majority of those
members of the Board of Trustees of the Fund who are not parties to this
Agreement or interested persons of any such party, cast in person at a meeting
called for the purpose of voting on such approval, and (b) by the Board of
Trustees of the Fund or (c) by vote of a majority of the outstanding voting
securities of the Portfolio; provided however, that if the shareholders of the
----------------
Portfolio fail to approve the Agreement as provided herein, the Adviser may
continue to serve in such capacity in the manner and to the extent permitted by
the 1940 Act and rules thereunder. This Agreement may be terminated by the
Portfolio at any time, without the payment of any penalty, by vote of a majority
of the entire Board of Trustees of the Fund or by vote of a majority of the
outstanding voting securities of the Portfolio on 60 days' written notice to the
Adviser. This Agreement may be terminated by the Adviser at any time, without
the payment of any penalty, upon 90 days' written notice to the Fund. This
Agreement will automatically and immediately terminate in the event of its
assignment. Any notice under this Agreement shall be given in writing, addressed
and delivered or mailed postpaid, to the other party at the principal office of
such party.

As used in this Section 9, the terms "assignment", "interested persons",
and "a vote of a majority of the outstanding voting securities" shall have the
respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section
2(a)(42) of the 1940 Act.

10. AMENDMENT OF AGREEMENT. This Agreement may be amended by mutual
consent, but the consent of the Fund must be approved (a) by vote of a majority
of those members of the Board of Trustees of the Fund who are not parties to
this Agreement or interested persons of any such party, cast in person at a
meeting called for the purpose of voting on such amendment, and (b) by vote of a
majority of the outstanding voting securities of the Portfolio.

11. SEVERABILITY. If any provisions of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of this 25th day of April, 1995.

BARROW, HANLEY, ▇▇▇▇▇▇▇▇▇ &
▇▇▇▇▇▇▇, INC. THE REGIS FUND II

By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. By /s/ Norton ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. Norton ▇. ▇▇▇▇▇▇
President President and Chairman of the Board

INVESTMENT ADVISORY AGREEMENT
-----------------------------

UAM FUNDS TRUST

CAMBIAR OPPORTUNITY PORFOLIO

AGREEMENT made this 18th day of June, 1998 by and between UAM Funds Trust,
a Delaware business trust (the "Fund"), and Cambiar Investors, Inc., a Colorado
corporation (the "Adviser").

1. DUTIES OF ADVISER. The Fund hereby appoints the Adviser to act as
investment adviser to the Fund's Cambiar Opportunity Portfolio (the "Portfolio")
for the period and on such terms as set forth in this Agreement. The Fund
employs the Adviser to manage the investment and reinvestment of the assets of
the Portfolio, to continuously review, supervise and administer the investment
program of the Portfolio, to determine in its discretion the securities to be
purchased or sold and the portion of the Portfolio's assets to be held
uninvested, to provide the Fund with records concerning the Adviser's activities
which the Fund is required to maintain, and to render regular reports to the
Fund's officers and Board of Trustees concerning the Adviser's discharge of the
foregoing responsibilities. The Adviser shall discharge the foregoing
responsibilities subject to the control of the officers and the Board of
Trustees of the Fund, and in compliance with the objectives, policies and
limitations set forth in the Portfolio's prospectus and applicable laws and
regulations. The Adviser accepts such employment and agrees to render the
services and to provide, at its own expense, the office space, furnishings and
equipment and the personnel required by it to perform the services on the terms
and for the compensation provided herein.

2. PORTFOLIO TRANSACTIONS. The Adviser is authorized to select the
brokers or dealers that will execute the purchases and sales of securities of
the Portfolio and is directed to use its best efforts to obtain the best
available price and most favorable execution, except as prescribed herein.
Subject to policies established by the Board of Trustees of the Fund, the
Adviser may also be authorized to effect individual securities transactions at
commission rates in excess of the minimum commission rates available, if the
Adviser determines in good faith that such amount of commission is reasonable in
relation to the value of the brokerage or research services provided by such
broker or dealer, viewed in terms of either that particular transaction or the
Adviser's overall responsibilities with respect to the Fund. The execution of
such transactions shall not be deemed to represent an unlawful act or breach of
any duty created by this Agreement or otherwise. The Adviser will promptly
communicate to the officers and Trustees of the Fund such information relating
to portfolio transactions as they may reasonably request.

3. COMPENSATION OF THE ADVISER. For the services to be rendered by
the Adviser as provided in Section 1 of this Agreement, the Fund shall pay to
the Adviser in monthly installments, an advisory fee calculated by applying the
following annual percentage rate to the Portfolio's average daily net assets for
the month: 1.00%

4. OTHER SERVICES. At the request of the Fund, the Adviser in its
discretion may make available to the Fund office facilities, equipment,
personnel and other services. Such office facilities,

equipment, personnel and services shall be provided for or rendered by the
Adviser and billed to the Fund at the Adviser's cost.

(or any successor) is or may be interested in the Fund as a shareholder or
otherwise; and the effect of any such interrelationships shall be governed by
said Declaration of Trust or Articles of Incorporation and the provisions of the
1940 Act.

9. DURATION AND TERMINATION. This Agreement, unless sooner terminated as
provided herein, shall continue until the earlier of March 31, 2000 or the date
of the first annual or special meeting of the shareholders of the Portfolio and,
if approved by a majority of the outstanding voting securities of the Portfolio,
thereafter shall continue for periods of one year so long as such continuance is
specifically approved at least annually (a) by the vote of a majority of those
members of the Board of Trustees of the Fund who are not parties to this
Agreement or interested persons of any such party, cast in person at a meeting
called for the purpose of voting on such approval, and (b) by the Board of
Trustees of the Fund or (c) by vote of a majority of the outstanding voting
securities of the Portfolio; provided however, that if the shareholders of the
----------------
Portfolio fail to approve the Agreement as provided herein, the Adviser may
continue to serve in such capacity in the manner and to the extent permitted by
the 1940 Act and rules thereunder. This Agreement may be terminated by the
Portfolio at any time, without the payment of any penalty, by vote of a majority
of the entire Board of Trustees of the Fund or by vote of a majority of the
outstanding voting securities of the Portfolio on 60 days' written notice to the
Adviser. This Agreement may be terminated by the Adviser at any time, without
the payment of any penalty, upon 90 days' written notice to the Fund. This
Agreement will automatically and immediately terminate in the event of its
assignment. Any notice under this Agreement shall be given in writing, addressed
and delivered or mailed postpaid, to the other party at the principal office of
such party.

11. SEVERABILITY. If any provisions of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of this __ day of June 1998.

CAMBIAR INVESTORS, INC. UAM FUNDS TRUST

By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By /s/ Norton ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Norton ▇. ▇▇▇▇▇▇
Title: President and Chairman of the Board President and Chairman of the
Board

INVESTMENT ADVISORY AGREEMENT
-----------------------------

THE REGIS FUND II

CHICAGO ASSET MANAGEMENT
INTERMEDIATE BOND PORTFOLIO

AGREEMENT made this 26th day of August, 1994 by and between The Regis Fund
II, a Delaware business trust (the "Fund") and Chicago Asset Management Company,
a Delaware corporation, (the "Adviser").

1. DUTIES OF ADVISER. The Fund hereby appoints the Adviser to act as
investment adviser to the Fund's Chicago Asset Management Intermediate Bond
Portfolio (the "Portfolio") for the period and on such terms as set forth in
this Agreement. The Fund employs the Adviser to manage the investment and
reinvestment of the assets of the Portfolio, to continuously review, supervise
and administer the investment program of the Portfolio, to determine in its
discretion the securities to be purchased or sold and the portion of the
Portfolios assets to be held uninvested, to provide the Fund with records
concerning the Adviser's activities which the Fund is required to maintain, and
to render regular reports to the Fund's officers and Board of Trustees
concerning the Adviser's discharge of the foregoing responsibilities. The
Adviser shall discharge the foregoing responsibilities subject to the control of
the officers and the Board of Trustees of the Fund, and in compliance with the
objectives, policies and limitations set forth in the Portfolio's prospectus and
applicable laws and regulations. The Adviser accepts such employment and agrees
to render the services and to provide, at its own expense, the office space,
furnishings and equipment and the personnel required by it to perform the
services on the terms and for the compensation provided herein.

2. PORTFOLIO TRANSACTIONS. The Adviser is authorized to select the
brokers or dealers that will execute the purchases and sales of securities of
the Portfolio and is directed to use its best efforts to obtain the best
available price and most favorable execution, except as prescribed herein.
Subject to policies established by the Board of Trustees of the Fund, the
Adviser may also be authorized to effect individual securities transactions at
commission rates in excess of the minimum commission rates available, if the
Adviser determines in good faith that such amount of commission is reasonable in
relation to the value of the brokerage or research services provided by such
broker or dealer, viewed in terms of either that particular transaction or the
Advisees overall responsibilities with respect to the Fund. The execution of
such transactions shall not be deemed to represent an unlawful act or breach of
any duty created by this Agreement or otherwise. The Adviser will promptly
communicate to the officers and Trustees of the Fund such information relating
to portfolio transactions as they may reasonably request.

3. COMPENSATION OF THE ADVISER. For the services to be rendered by the
Adviser as provided in Section I of this Agreement, the Fund shall pay to the
Adviser in monthly installments, an advisory fee calculated by applying the
following annual percentage rates to the Portfolio's average daily net assets
for the month: 0.48%.

In the event of termination of this Agreement, the fee provided in this
Section shall be computed on the basis of the period ending on the last business
day on which this Agreement is in effect subject to a pro rata adjustment based
on the number of days elapsed in the absent fiscal month as a percentage of the
total number of days in such month.

4. OTHER SERVICES. At the request of the Fund, the Adviser in its
discretion may make available to the Fund office facilities, equipment,
personnel and other services. Such office

-2-

facilities, equipment, personnel and services shall be provided for or rendered
by the Adviser and billed to the Fund at the Adviser's cost.

7. LIABILITY OF ADVISER. In the absence of (i) willful misfeasance, bad
faith or gross negligence on the part of the Adviser in performance of its
obligations and duties hereunder, (ii) reckless disregard by the Adviser of its
obligations and duties hereunder, or (iii) a loss resulting from a breach of
fiduciary duty with respect to the receipt of compensation for services (in
which case any award of damages shall be limited to the period and the amount
set forth in Section 36(b)(3) of the Investment Company Act of 1940 (" 1940
Act"), the Adviser shall not be subject to any liability whatsoever to the Fund,
or to any shareholder of the Fund, for any error or judgment, mistake of law or
any other act or omission in the course of, or connected with, rendering
services hereunder including, without limitation, for any losses that may be
sustained in connection with the purchase, holding, redemption or sale of any
security on behalf of the Portfolio.

8. PERMISSIBLE INTERESTS. Subject to and in accordance with the
Declaration of Trust of the Fund and the Articles of Incorporation of the
Adviser, Trustees, officers, agents and

-3-

shareholders of the Fund are or may be interested in the Adviser (or any
successor thereof) as Directors, officers, agents, shareholders or otherwise;
Directors, officers, agents and shareholders of the Adviser are or may be
interested in the Fund as Trustees, officers, agents, shareholders or otherwise;
and the Adviser (or any successor) is or may be interested in the Fund as a
shareholder or otherwise; and the effect of any such interrelationships shall be
governed by said Declaration of Trust and Articles of Incorporation and the
provisions of the 1940 Act.

9. DURATION AND TERMINATION. This Agreement, unless sooner terminated as
provided herein, shall continue until the earlier of August 26, 1996 or the date
of the first annual or special meeting of the shareholders of the Portfolio and,
if approved by a majority of the outstanding voting securities of the Portfolio,
thereafter shall continue for periods of one year so long,, as such continuance
is specifically approved at least annually (a) by the vote of a majority of
those members of the Board of Trustees of the Fund who are not parties to this
Agreement or interested persons of any such party, cast in person at a meeting
called for the purpose of voting on such approval and (b) by the Board of
Trustees of the Fund or (c) by vote of a majority of the outstanding voting
securities of the Portfolio; provided however, that if the shareholders of the
----------------
Portfolio fail to approve the Agreement as provided herein, the Adviser may
continue to serve in such capacity in the manner and to the extent permitted by
the 1940 Act and rules thereunder. This Agreement may be terminated by the
Portfolio at any time, without the payment of any penalty, by vote of a majority
of the entire Board of Trustees of the Fund or by vote of a majority of the
outstanding voting securities of the Portfolio on 60 days' written notice to the
Adviser. This Agreement may be terminated by the Adviser at any time, without
the payment of any penalty, upon 90 days' written notice to the Fund. This
Agreement will automatically and immediately terminate in the event of its
assignment. Any notice under this Agreement shall be

-4-

given in writing, addressed and delivered or mailed postpaid, to the other party
at the principal office of such party.

11. SEVERABILITY. If any provisions of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of this 26th day of August, 1994.

CHICAGO ASSET MANAGEMENT COMPANY THE REGIS FUND II

By /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: /s/ Norton ▇. ▇▇▇▇▇▇
------------------------- -------------------------
▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Norton ▇. ▇▇▇▇▇▇
President and Director President and Chairman of
the Board

-5-

INVESTMENT ADVISORY AGREEMENT
-----------------------------

THE REGIS FUND II

CHICAGO ASSET MANAGEMENT
VALUE/CONTRARIAN PORTFOLIO

AGREEMENT made this 26th day of August, 1994 by and between The Regis Fund
II, a Delaware business trust (the "Fund") and Chicago Asset Management Company,
a Delaware corporation, (the "Adviser").

1. DUTIES OF ADVISER. The Fund hereby appoints the Adviser to act as
investment adviser to the Fund's Chicago Asset Management Value/Contrarian
Portfolio (the "Portfolio ") for the period and on such terms as set forth in
this Agreement. The Fund employs the Adviser to manage the investment and
reinvestment of the assets of the Portfolio, to continuously review, supervise
and administer the investment program of the Portfolio, to determine in its
discretion the securities to be purchased or sold and the portion of the
Portfolio's assets to be held uninvested, to provide the Fund with records
concerning the Adviser's activities which the Fund is required to maintain, and
to render regular reports to the Fund's officers and Board of Trustees
concerning the Advisees discharge of the foregoing responsibilities. The
Adviser shall discharge the foregoing responsibilities subject to the control of
the officers and the Board of Trustees of the Fund, and in compliance with the
objectives, policies and limitations set forth in the Portfolio's prospectus and
applicable laws and regulations. The Adviser accepts such employment and agrees
to render the services and to provide, at its own expense, the office space,
furnishings and equipment and the personnel required by it to perform the
services on the terms and for the compensation provided herein.

2. PORTFOLIO TRANSACTIONS. The Adviser is authorized to select the
brokers or dealers that execute the purchases and sales of securities of the
Portfolio and is directed to use its best efforts to obtain the best available
price and most favorable execution, "except as prescribed herein. Subject to
policies established by the Board of Trustees of the Fund, the Adviser may also
be authorized to effect individual securities transactions at commission rates
in excess of the minimum commission rates available, if the Adviser determines
in good faith that such amount of commission is reasonable in relation to the
value of the brokerage or research services provided by such broker or dealer,
viewed in terms of either that particular transaction or the Adviser's overall
responsibilities with respect to the Fund. The execution of such transactions
shall not be deemed to represent an unlawful act or breach of any duty created
by this Agreement or otherwise. The Adviser will promptly communicate to the
officers and Trustees of the Fund such information relating to portfolio
transactions as they may reasonably request.

3. COMPENSATION OF THE ADVISER. For the services to be rendered by the
Adviser as provided in Section 1 of this Agreement the Fund shall pay to the
Adviser in monthly installments, an advisory fee calculated by applying the
following annual percentage rates to the Portfolio's average day net assets for
the month: 0.625%.

4. OTHER SERVICES. Al the request of the Fund, the Adviser in its
discretion may make available to the Fund office facilities, equipment,
personnel and other services. Such office

-2-

facilities, equipment, personnel and services shall be provided for or rendered
by the Adviser and billed to the Fund at the Adviser's cost.

7. LIABILITY OF ADVISER. In the absence of (i) willful misfeasance, bad
faith or gross negligence on the part of the Adviser in performance of its
obligations and duties hereunder, (ii) reckless disregard by the Adviser of its
obligations and duties hereunder, or (iii) a loss resulting from a breach of
fiduciary duty with respect to the receipt of compensation for services Cm which
case any award of damages shall be limited to the period and the amount set
forth in Section 36(b)(3) of the Investment Company Act of 1940 ("1940 Act"),
the Adviser shall not be subject to any liability whatsoever to the Fund, or to
any shareholder of the Fund, for any error or judgment, mistake of law or any
other act or omission in the course of, or connected with, rendering services
hereunder including without Stations for any losses that may be sustained in
connection with the purchase, holding redemption or sale of any security on
behalf of the Portfolio.

-3-

Directors, officers, agents, shareholders or otherwise; Directors, officers,
agents and shareholders of the Adviser are or may be interested in the Fund as
Trustees, officers, agents, shareholders or otherwise; and the Adviser (or any
successor) is or may be interested in the Fund as a shareholder or otherwise,
and the effect of any such interrelationships shall be governed by said
Declaration of Trust and Articles of Incorporation and the provisions of the
1940 Act.

9. DURATION AND TERMINATION. This Agreement, unless sooner terminated as
provided herein, shall continue until the earlier of August 26, 1996 or the date
of the first annual or special meeting of the shareholders of the Portfolio and,
if approved by a majority of the outstanding voting securities of the Portfolio,
thereafter shall continue for periods of one year so long as such continuance is
specifically approved at least annually (a) by the vote of a majority of those
members of the Board of Trustees of the Fund who are not parties to this
Agreement or interested persons of any such party, cast in person at a meeting
called for the purpose of voting on such approval, and (b) by the Board of
Trustees of the Fund or (c) by vote of a majority of the outstanding voting
securities of the Portfolio; that if the shareholders of the Portfolio fail to
approve the Agreement as provided herein, the Adviser may continue to serve in
such capacity in the manner and to the extent permitted by the 1940 Act and
rules thereunder. This Agreement may be terminated by the Portfolio at any
time, without the payment of any penalty, by vote of a majority of the entire
Board of Trustees of the Fund or by vote of a majority of the outstanding voting
securities of the Portfolio on 60 days' written notice to the Adviser. This
Agreement may be terminated by the Adviser at any time, without the payment of
any penalty, upon 90 days' written notice to the Fund. This Agreement will
automatically and immediately terminate in the event of its assignment. Any
notice under this Agreement shall be given in writing, addressed and delivered
or mailed postpaid, to the other party at the principal office of such party.

-4-

As used in this Section 9, the terms "assignment", "interested persons",
and "a vote of a majority of the Outstanding voting securities" shall have the
respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section
2(a)(42) of the 1940 Act.

10. AMENDMENT OF AGREEMENT. This Agreement may be amended by mutual
consent, but the consent of the Fund must be approved (a) by vote of a majority
of those members of the Board of Trustees of the Fund who are not parties to
this Agreement or interested persons of any such party, cast in person at a
meeting Called for the purpose of voting on such amendment, and (b) by vote of a
majority of the Outstanding voting securities of the Portfolio.

11. SEVERABILITY. If any provisions of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of this 26th day of August, 1994.

CHICAGO ASSET MANAGEMENT COMPANY THE REGIS FUND II

By /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: /s/ Norton ▇. ▇▇▇▇▇▇
--------------------------- ----------------------------
▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Norton ▇. ▇▇▇▇▇▇
President and Director President and Chairman of the Board

-5-

INVESTMENT ADVISORY AGREEMENT
-----------------------------

UAM FUNDS TRUST

CLIPPER FOCUS PORTFOLIO

AGREEMENT made this 31st day of August, 1998 by and between UAM Funds
Trust, a Delaware business trust (the "Fund"), and Pacific Financial Research,
Inc., a Massachusetts corporation (the "Adviser").

1. DUTIES OF ADVISER. The Fund hereby appoints the Adviser to act as
investment adviser to the Fund's Clipper Focus Portfolio (the "Portfolio") for
the period and on such terms as set forth in this Agreement. The Fund employs
the Adviser to manage the investment and reinvestment of the assets of the
Portfolio, to continuously review, supervise and administer the investment
program of the Portfolio, to determine in its discretion the securities to be
purchased or sold and the portion of the Portfolio's assets to be held
uninvested, to provide the Fund with records concerning the Adviser's activities
which the Fund is required to maintain, and to render regular reports to the
Fund's officers and Board of Trustees concerning the Adviser's discharge of the
foregoing responsibilities. The Adviser shall discharge the foregoing
responsibilities subject to the control of the officers and the Board of
Trustees of the Fund, and in compliance with the objectives, policies and
limitations set forth in the Portfolio's prospectus and applicable laws and
regulations. The Adviser accepts such employment and agrees to render the
services and to provide, at its own expense, the office space, furnishings and
equipment and the personnel required by it to perform the services on the terms
and for the compensation provided herein.

3. COMPENSATION OF THE ADVISER. For the services to be rendered by
the Adviser as provided in Section 1 of this Agreement, the Fund shall pay to
the Adviser in monthly installments, an advisory fee calculated by applying the
following annual percentage rate to the Portfolio's average daily net assets for
the month: 1.00% of the first $500 million;

0.95% of the next $500 million;

0.90% over $1 billion.

In the event of termination of this Agreement, the fee provided in
this Section shall be computed on the basis of the period ending on the last
business day on which this Agreement is in effect subject to a pro rata
adjustment based on the number of days elapsed in the current fiscal month as a
percentage of the total number of days in such month.

6. STATUS OF ADVISER. The services of the Adviser to the Fund are
not to be deemed exclusive, and the Adviser shall be free to render similar
services to others so long as its services to the Fund are not impaired thereby.

7. LIABILITY OF ADVISER. In the absence of (i) willful misfeasance,
bad faith or gross negligence on the part of the Adviser in performance of its
obligations and duties hereunder, (ii) reckless disregard by the Adviser of its
obligations and duties hereunder, or (iii) a loss resulting from a breach of
fiduciary duty with respect to the receipt of compensation for services (in
which case any award of damages shall be limited to the period and the amount
set forth in Section 36(b)(3) of the Investment Company Act of 1940, as amended
("1940 Act"), the Adviser shall not be subject to any liability whatsoever to
the Fund, or to any shareholder of the Fund, for any error or judgment, mistake
of law or any other act or omission in the course of, or connected with,
rendering services hereunder including, without limitation, for any losses that
may be sustained in connection with the purchase, holding, redemption or sale of
any security on behalf of the Portfolio.

agents, shareholders or otherwise; Directors, officers, agents and shareholders
of the Adviser are or may be interested in the Fund as Trustees, officers,
agents, shareholders or otherwise; and the Adviser (or any successor) is or may
be interested in the Fund as a shareholder or otherwise; and the effect of any
such interrelationships shall be governed by said Declaration of Trust or
Articles of Incorporation and the provisions of the 1940 Act.

9. DURATION AND TERMINATION. This Agreement, unless sooner
terminated as provided herein, shall continue until the earlier of June 30, 2000
or the date of the first annual or special meeting of the shareholders of the
Portfolio and, if approved by a majority of the outstanding voting securities of
the Portfolio, thereafter shall continue for periods of one year so long as such
continuance is specifically approved at least annually (a) by the vote of a
majority of those members of the Board of Trustees of the Fund who are not
parties to this Agreement or interested persons of any such party, cast in
person at a meeting called for the purpose of voting on such approval, and (b)
by the Board of Trustees of the Fund or (c) by vote of a majority of the
outstanding voting securities of the Portfolio; provided however, that if the
----------------
shareholders of the Portfolio fail to approve the Agreement as provided herein,
the Adviser may continue to serve in such capacity in the manner and to the
extent permitted by the 1940 Act and rules thereunder. This Agreement may be
terminated by the Portfolio at any time, without the payment of any penalty, by
vote of a majority of the entire Board of Trustees of the Fund or by vote of a
majority of the outstanding voting securities of the Portfolio on 60 days'
written notice to the Adviser. This Agreement may be terminated by the Adviser
at any time, without the payment of any penalty, upon 90 days' written notice to
the Fund. This Agreement will automatically and immediately terminate in the
event of its assignment. Any notice under this Agreement shall be given in
writing, addressed and delivered or mailed postpaid, to the other party at the
principal office of such party.

As used in this Section 9, the terms "assignment", "interested
persons", and "a vote of a majority of the outstanding voting securities" shall
have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and
Section 2(a)(42) of the 1940 Act.

10. AMENDMENT OF AGREEMENT. This Agreement may be amended by mutual
consent, but the consent of the Fund must be approved (a) by vote of a majority
of those members of the Board of Trustees of the Fund who are not parties to
this Agreement or interested persons of any such party, cast in person at a
meeting called for the purpose of voting on such amendment, and (b) for changes
or amendments requiring shareholder approval pursuant to the 1940 Act or other
applicable law, by vote of a majority of the outstanding voting securities of
the Portfolio.

11. SEVERABILITY. If any provisions of this Agreement shall be held
or made invalid by a court decision, statute, rule or otherwise, the remainder
of this Agreement shall not be affected thereby.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of this 31st day of August, 1998.

PACIFIC FINANCIAL RESEARCH, INC. UAM FUNDS TRUST

By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ Norton ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Norton ▇. ▇▇▇▇▇▇
Title: President President and Chairman of the Board

EXHIBIT D.6

INVESTMENT ADVISORY AGREEMENT
-----------------------------

UAM FUNDS TRUST

▇▇▇▇▇▇ CAPITAL PRESERVATION PORTFOLIO

AGREEMENT made this 1/st/ day of February, 1999 by and between UAM
Funds Trust, a Delaware business trust (the "Fund"), and ▇▇▇▇▇▇ Asset Management
Company, a Vermont corporation (the "Adviser").

1. DUTIES OF ADVISER. The Fund hereby appoints the Adviser to act as
investment adviser to the Fund's ▇▇▇▇▇▇ Capital Preservation Portfolio (the
"Portfolio") for the period and on such terms as set forth in this Agreement.
The Fund employs the Adviser to manage the investment and reinvestment of the
assets of the Portfolio, to continuously review, supervise and administer the
investment program of the Portfolio, to determine in its discretion the
securities to be purchased or sold and the portion of the Portfolio's assets to
be held uninvested, to provide the Fund with records concerning the Adviser's
activities which the Fund is required to maintain, and to render regular reports
to the Fund's officers and Board of Trustees concerning the Adviser's discharge
of the foregoing responsibilities. The Adviser shall discharge the foregoing
responsibilities subject to the control of the officers and the Board of
Trustees of the Fund, and in compliance with the objectives, policies and
limitations set forth in the Portfolio's prospectus and applicable laws and
regulations. The Adviser accepts such employment and agrees to render the
services and to provide, at its own expense, the office space, furnishings and
equipment and the personnel required by it to perform the services on the terms
and for the compensation provided herein.

2. PORTFOLIO TRANSACTIONS. The Adviser is authorized to select the
brokers or dealers that will execute the purchases and sales of securities of
the Portfolio and is directed to use its best

efforts to obtain the best available price and most favorable execution, except
as prescribed herein. Subject to policies established by the Board of Trustees
of the Fund, the Adviser may also be authorized to effect individual securities
transactions at commission rates in excess of the minimum commission rates
available, if the Adviser determines in good faith that such amount of
commission is reasonable in relation to the value of the brokerage or research
services provided by such broker or dealer, viewed in terms of either that
particular transaction or the Adviser's overall responsibilities with respect to
the Fund. The execution of such transactions shall not be deemed to represent an
unlawful act or breach of any duty created by this Agreement or otherwise. The
Adviser will promptly communicate to the officers and Trustees of the Fund such
information relating to portfolio transactions as they may reasonably request.

3. COMPENSATION OF THE ADVISER. For the services to be rendered by
the Adviser as provided in Section 1 of this Agreement, the Fund shall pay to
the Adviser in monthly installments, an advisory fee calculated by applying the
following annual percentage rate to the Portfolio's average daily net assets for
the month: 0.50%.

In the event of termination of this Agreement, the fee provided in
this Section shall be computed on the basis of the period ending on the last
business day on which this Agreement is in effect subject to a pro rata
adjustment based on the number of days elapsed in the current fiscal month as a
percentage of the total number of days in such month.

6. STATUS OF ADVISER. The services of the Adviser to the Fund are
not to be deemed exclusive, and the Adviser shall be free to render similar
services to others so long as its services to the Fund are not impaired thereby.

7. LIABILITY OF ADVISER. In the absence of (i) willful misfeasance,
bad faith or gross negligence on the part of the Adviser in performance of its
obligations and duties hereunder, (ii) reckless disregard by the Adviser of its
obligations and duties hereunder, or (iii) a loss resulting from a breach of
fiduciary duty with respect to the receipt of compensation for services (in
which case any award of damages shall be limited to the period and the amount
set forth in Section 36(b)(3) of the Investment Company Act of 1940, as amended
("1940 Act"), the Adviser shall not be subject to any liability whatsoever to
the Fund, or to any shareholder of the Fund, for any error or judgment, mistake
of law or any other act or omission in the course of, or connected with,
rendering services hereunder including, without limitation, for any losses that
may be sustained in connection with the purchase, holding, redemption or sale of
any security on behalf of the Portfolio.

or otherwise; and the effect of any such interrelationships shall be governed by
said Declaration of Trust or Articles of Incorporation and the provisions of the
1940 Act.

9. DURATION AND TERMINATION. This Agreement, unless sooner
terminated as provided herein, shall continue until the earlier of December 31,
2000 or the date of the first annual or special meeting of the shareholders of
the Portfolio and, if approved by a majority of the outstanding voting
securities of the Portfolio, thereafter shall continue for periods of one year
so long as such continuance is specifically approved at least annually (a) by
the vote of a majority of those members of the Board of Trustees of the Fund who
are not parties to this Agreement or interested persons of any such party, cast
in person at a meeting called for the purpose of voting on such approval, and
(b) by the Board of Trustees of the Fund or (c) by vote of a majority of the
outstanding voting securities of the Portfolio; provided however, that if the
----------------
shareholders of the Portfolio fail to approve the Agreement as provided herein,
the Adviser may continue to serve in such capacity in the manner and to the
extent permitted by the 1940 Act and rules thereunder. This Agreement may be
terminated by the Portfolio at any time, without the payment of any penalty, by
vote of a majority of the entire Board of Trustees of the Fund or by vote of a
majority of the outstanding voting securities of the Portfolio on 60 days'
written notice to the Adviser. This Agreement may be terminated by the Adviser
at any time, without the payment of any penalty, upon 90 days' written notice to
the Fund. This Agreement will automatically and immediately terminate in the
event of its assignment. Any notice under this Agreement shall be given in
writing, addressed and delivered or mailed postpaid, to the other party at the
principal office of such party.

As used in this Section 9, the terms "assignment", "interested
persons", and "a vote of a majority of the outstanding voting securities" shall
have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and
Section 2(a)(42) of the 1940 Act.

10. AMENDMENT OF AGREEMENT. This Agreement may be amended by mutual
consent, but the consent of the Fund must be approved (a) by vote of a majority
of those members of the Board of Trustees of the Fund who are not parties to
this Agreement or interested persons of any such party, cast in person at a
meeting called for the purpose of voting on such amendment, and (b) for changes
or amendments requiring shareholder approval pursuant to the 1940 Act or other
applicable law, by vote of a majority of the outstanding voting securities of
the Portfolio.

11. SEVERABILITY. If any provisions of this Agreement shall be held
or made invalid by a court decision, statute, rule or otherwise, the remainder
of this Agreement shall not be affected thereby.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of this 1/st/ day of February 1999.

▇▇▇▇▇▇ ASSET MANAGEMENT COMPANY UAM FUNDS TRUST

By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ Norton ▇. ▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President President and Chairman of the Board

INVESTMENT ADVISORY AGREEMENT
-----------------------------

UAM FUNDS TRUST

FPA CRESCENT PORTFOLIO

AGREEMENT made this 30th day of September, 1996 by and between UAM Funds
Trust, a Delaware business trust (the "Fund"), and First Pacific Advisors, Inc.,
a Massachusetts corporation, (the "Adviser").

1. DUTIES OF ADVISER. The Fund hereby appoints the Adviser to act as
investment adviser to the Funds FPA Crescent Portfolio (the "Portfolio") for the
period and on such terms as set forth in this Agreement The Fund employs the
Adviser to manage the investment and reinvestment of the assets of the
Portfolio, to continuously review, supervise and administer the investment
program of the Portfolio, to determine in its discretion the securities to be
purchased or sold and the portion of the Portfolio's assets to be held
uninvested, to provide the Fund with records concerning the Advisees activities
which the Fund is required to maintain, and to render regular reports to the
Funds officers and Board of Trustees concerning the Adviser's discharge of the
foregoing responsibilities. The Adviser shall discharge the foregoing
responsibilities subject to the control of the officers and the Board of
Trustees of the Fund, and in compliance with the objectives, policies and
limitations set forth in the Portfolio's prospectus and applicable laws and
regulations. The Adviser accepts such employment and agrees to render the
services and to provide, at its own expense, the office space, furnishings and
equipment and the personnel required by it to perform the services on the terms
and for the compensation provided herein.

2. PORTFOLIO TRANSACTIONS. The Adviser is authorized to select the
brokers or dealers that will execute the purchases and sales of securities of
the Portfolio and is directed to

use its best efforts to obtain the best available price and most favorable
execution, except as prescribed herein. Subject to policies established by the
Board of Trustees of the Fund, the Adviser may also be authorized to effect
individual securities transactions at commission rates in excess of the minimum
commission rates available, if the Adviser determines in good faith that such
amount of commission is reasonable in relation to the value of the brokerage or
research services provided by such broker or dealer, viewed in terms of either
that particular transaction or the Adviser's overall responsibilities with
respect to the Fund. The execution of such transactions shall not be deemed to
represent an unlawful act or breach of any duty created by this Agreement or
otherwise. The Adviser will promptly communicate to the officers and Trustees of
the Fund such information relating to portfolio transactions as they may
reasonably request.

3. COMPENSATION OF THE ADVISER. For the services to be rendered by the
Adviser as provided in Section 1 of this Agreement the Fund shall pay to the
Adviser in monthly installments, an advisory fee calculated by applying the
following annual percentage rate to the Portfolio's average daily net assets for
the month: 1.00%.

-2-

7. LIABILITY OF ADVISER. In the absence of (i) willful misfeasance, bad
faith or gross negligence on the part of the Adviser in performance of its
obligations and duties hereunder, (ii) reckless disregard by the Adviser of its
obligations and duties hereunder, or (iii) a loss resulting from a breach of
fiduciary duty with respect to the receipt of compensation for services (in
which case any award of damages shall be limited to the period and the amount
set forth in Section 36(b)(3) of the Investment Company Act of 1940, as amended
("1940 Act"), the Adviser shall not be subject to any liability whatsoever to
the Fund, or to any shareholder of the Fund, for any error or judgment, mistake
of law or any other act or omission in the course of, or connected with,
rendering services hereunder including without limitation, for any losses that
may be sustained in connection with the purchase, holding, redemption or sale of
any security on behalf of the Portfolio.

-3-

otherwise; and the Adviser (or any successor) is or may be interested in the
Fund as a shareholder or otherwise; and the effect of any such
interrelationships shall be governed by said Declaration of Trust and Articles
of Incorporation and the provisions of the 1940 Act.

9. DURATION AND TERMINATION. This Agreement unless sooner terminated as
provided herein, shall continue until the earlier of September 30, 1998 or the
date of the first annual or special meeting of the shareholders of the Portfolio
and, if approved by a majority of the outstanding voting securities of the
Portfolio, thereafter shall continue for periods of one year so long as such
continuance is specifically approved at least annually (a) by the vote of a
majority of the members of the Board of Trustees of the Fund who are not parties
to this Agreement or interested persons of any such party, cast m person at a
meeting called for the purpose of voting on such approval, and (b) by the Board
of Trustees of the Fund or (c) by vote of a majority of the outstanding voting
securities of the Portfolio; provided however, that if the shareholders of the
Portfolio fail to approve the Agreement as provided herein, the Adviser may
continue to serve in such capacity in the manner and to the extent permitted by
the 1940 Act and rules thereunder. This Agreement may be terminated by the
Portfolio at any time, without the payment of any penalty, by vote of a majority
of the entire Board of Trustees of the Fund or by vote of a majority of the
outstanding voting securities of the Portfolio on 60 days' written notice to the
Adviser. This Agreement may be terminated by the Adviser at any time, without
the payment of any penalty, upon 90 days' written notice to the Fund. This
Agreement will automatically and immediately terminate in the event of its
assignment. Any notice under this Agreement shall be given in writing, addressed
and delivered or mailed postpaid, to the other party at the principal office of
such party.

-4-

As used in this Section 9, the terms "assignment", "interested
persons", and "a vote of a majority of the outstanding voting securities" shall
have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and
Section 2(a)(42) of the 1940 Act.

10. AMENDMENT OF AGREEMENT. This Agreement may be amended by mutual
consent but the consent of the Fund must be approved (a) by vote of a majority
of those members of the Board of Trustees of the Fund who are not parties to
this Agreement or interested persons of any such party, cast in person at a
meeting called for the purpose of voting on such amendment and (b) by vote of a
majority of the outstanding voting securities of the Portfolio.

11. SEVERABILITY. If any provisions of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of this 30th day of September, 1996.

FIRST PACIFIC ADVISORS, INC. UAM FUNDS TRUST

By /s/ ▇▇▇▇▇ ▇. ▇▇ ▇▇▇▇, ▇▇. By /s/ Norton ▇. ▇▇▇▇▇▇
------------------------------ ---------------------------------------
▇▇▇▇▇ ▇. ▇▇ ▇▇▇▇, ▇▇. Norton ▇. ▇▇▇▇▇▇
Chief Executive Officer President and Chairman of the Board

-5-

INVESTMENT ADVISORY AGREEMENT
-----------------------------

THE REGIS FUND II

▇▇▇▇▇▇ EQUITY PORTFOLIO

AGREEMENT made this 25th day of April, 1995 by and between The Regis
Fund II, a Delaware business trust (the "Fund"), and ▇▇▇▇▇▇ Investment
Management Company, a California corporation (the "Adviser").

1. DUTIES OF ADVISER. The Fund hereby appoints the Adviser to act as
investment adviser to the Fund's ▇▇▇▇▇▇ Equity Portfolio (the "Portfolio") for
the period and on such terms as set forth in this Agreement. The Fund employs
the Adviser to manage the investment and reinvestment of the assets of the
Portfolio, to continuously review, supervise and administer the investment
program of the Portfolio, to determine in its discretion the securities to be
purchased or sold and the portion of the Portfolio's assets to be held
uninvested, to provide the Fund with records concerning the Adviser's activities
which the Fund is required to maintain, and to render regular reports to the
Fund's officers and Board of Trustees concerning the Adviser's discharge of the
foregoing responsibilities. The Adviser shall discharge the foregoing
responsibilities subject to the control of the officers and the Board of
Trustees of the Fund, and in compliance with the objectives, policies and
limitations set forth in the Portfolio's prospectus and applicable laws and
regulations. The Adviser accepts such employment and agrees to render the
services and to provide, at its own expense, the office space, furnishings and
equipment and the personnel required by it to perform the services on the terms
and for the compensation provided herein.

3. COMPENSATION OF THE ADVISER. For the services to be rendered by
the Adviser as provided in Section 1 of this Agreement, the Fund shall pay to
the Adviser in monthly installments, an advisory fee calculated by applying the
following annual percentage rate to the Portfolio's average daily net assets for
the month: 0.70%.

In the event of termination of this Agreement, the fee provided in
this Section shall be computed on the basis of the period ending on the last
business day on which this Agreement is in effect subject to a pro rata
adjustment based on the number of days elapsed in the current fiscal month as a
percentage of the total number of days in such month.

6. STATUS OF ADVISER. The services of the Adviser to the Fund are
not to be deemed exclusive, and the Adviser shall be free to render similar
services to others so long as its services to the Fund are not impaired thereby.

7. LIABILITY OF ADVISER. In the absence of (i) willful misfeasance,
bad faith or gross negligence on the part of the Adviser in performance of its
obligations and duties hereunder, (ii) reckless disregard by the Adviser of its
obligations and duties hereunder, or (iii) a loss resulting from a breach of
fiduciary duty with respect to the receipt of compensation for services (in
which case any award of damages shall be limited to the period and the amount
set forth in Section 36(b)(3) of the Investment Company Act of 1940, as amended
("1940 Act"), the Adviser shall not be subject to any liability whatsoever to
the Fund, or to any shareholder of the Fund, for any error or judgment, mistake
of law or any other act or omission in the course of, or connected with,
rendering services hereunder including, without limitation, for any losses that
may be sustained in connection with the purchase, holding, redemption or sale of
any security on behalf of the Portfolio.

any such interrelationships shall be governed by said Declaration of Trust or
Articles of Incorporation and the provisions of the 1940 Act.

9. DURATION AND TERMINATION. This Agreement, unless sooner
terminated as provided herein, shall continue until the earlier of April 25,
1997 or the date of the first annual or special meeting of the shareholders of
the Portfolio and, if approved by a majority of the outstanding voting
securities of the Portfolio, thereafter shall continue for periods of one year
so long as such continuance is specifically approved at least annually (a) by
the vote of a majority of those members of the Board of Trustees of the Fund who
are not parties to this Agreement or interested persons of any such party, cast
in person at a meeting called for the purpose of voting on such approval, and
(b) by the Board of Trustees of the Fund or (c) by vote of a majority of the
outstanding voting securities of the Portfolio; provided however, that if the
----------------
shareholders of the Portfolio fail to approve the Agreement as provided herein,
the Adviser may continue to serve in such capacity in the manner and to the
extent permitted by the 1940 Act and rules thereunder. This Agreement may be
terminated by the Portfolio at any time, without the payment of any penalty, by
vote of a majority of the entire Board of Trustees of the Fund or by vote of a
majority of the outstanding voting securities of the Portfolio on 60 days'
written notice to the Adviser. This Agreement may be terminated by the Adviser
at any time, without the payment of any penalty, upon 90 days' written notice to
the Fund. This Agreement will automatically and immediately terminate in the
event of its assignment. Any notice under this Agreement shall be given in
writing, addressed and delivered or mailed postpaid, to the other party at the
principal office of such party.

As used in this Section 9, the terms "assignment", "interested
persons", and "a vote of a majority of the outstanding voting securities" shall
have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and
Section 2(a)(42) of the 1940 Act.

11. SEVERABILITY. If any provisions of this Agreement shall be held
or made invalid by a court decision, statute, rule or otherwise, the remainder
of this Agreement shall not be affected thereby.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of this 25th day of April, 1995.

▇▇▇▇▇▇ INVESTMENT MANAGEMENT
COMPANY THE REGIS FUND II

By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ Norton ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President President and Chairman of the Board

INVESTMENT ADVISORY AGREEMENT
-----------------------------

UAM FUNDS TRUST

▇▇▇▇▇▇▇ REAL ESTATE PORTFOLIO

AGREEMENT made this 2nd day of March, 1998 by and between UAM Funds
Trust, a Delaware business Trust (the "Fund"), and ▇▇▇▇▇▇▇/PRA Securities
Advisors, Inc., an Illinois corporation (the "Adviser").

1. DUTIES OF ADVISER. The Fund hereby appoints the Adviser to act as
investment adviser to the Fund's ▇▇▇▇▇▇▇ Real Estate Portfolio (the "Portfolio")
for the period and on such terms as set forth in this Agreement. The Fund
employs the Adviser to manage the investment and reinvestment of the assets of
the Portfolio, to continuously review, supervise and administer the investment
program of the Portfolio, to determine in its discretion the securities to be
purchased or sold and the portion of the Portfolio's assets to be held
uninvested, to provide the Fund with records concerning the Adviser's activities
which the Fund is required to maintain, and to render regular reports to the
Fund's officers and Board of Trustees concerning the Adviser's discharge of the
foregoing responsibilities. The Adviser shall discharge the foregoing
responsibilities subject to the control of the officers and the Board of
Trustees of the Fund, and in compliance with the objectives, policies and
limitations set forth in the Portfolio's prospectus and applicable laws and
regulations. The Adviser accepts such employment and agrees to render the
services and to provide, at its own expense, the office space, furnishings and
equipment and the personnel required by it to perform the services on the terms
and for the compensation provided herein.

3. COMPENSATION OF THE ADVISER. For the services to be rendered by
the Adviser as provided in Section 1 of this Agreement, the Fund shall pay to
the Adviser in monthly installments, an advisory fee calculated by applying the
following annual percentage rate to the Portfolio's average daily net assets for
the month: 0.75% for the first $100 million;

0.65% thereafter.

In the event of termination of this Agreement, the fee provided in
this Section shall be computed on the basis of the period ending on the last
business day on which this Agreement is in effect subject to a pro rata
adjustment based on the number of days elapsed in the current fiscal month as a
percentage of the total number of days in such month.

4. OTHER SERVICES. At the request of the Fund, the Adviser in its
discretion may make available to the Fund office facilities, equipment,
personnel and other services. Such office facilities,

equipment, personnel and services shall be provided for or rendered by the
Adviser and billed to the Fund at the Adviser's cost.

6. STATUS OF ADVISER. The services of the Adviser to the Fund are
not to be deemed exclusive, and the Adviser shall be free to render similar
services to others so long as its services to the Fund are not impaired thereby.

7. LIABILITY OF ADVISER. In the absence of (i) willful misfeasance,
bad faith or gross negligence on the part of the Adviser in performance of its
obligations and duties hereunder, (ii) reckless disregard by the Adviser of its
obligations and duties hereunder, or (iii) a loss resulting from a breach of
fiduciary duty with respect to the receipt of compensation for services (in
which case any award of damages shall be limited to the period and the amount
set forth in Section 36(b)(3) of the Investment Company Act of 1940, as amended
("1940 Act"), the Adviser shall not be subject to any liability whatsoever to
the Fund, or to any shareholder of the Fund, for any error or judgment, mistake
of law or any other act or omission in the course of, or connected with,
rendering services hereunder including, without limitation, for any losses that
may be sustained in connection with the purchase, holding, redemption or sale of
any security on behalf of the Portfolio.

9. DURATION AND TERMINATION. This Agreement, unless sooner
terminated as provided herein, shall continue until the earlier of December 31,
1999 or the date of the first annual or special meeting of the shareholders of
the Portfolio and, if approved by a majority of the outstanding voting
securities of the Portfolio, thereafter shall continue for periods of one year
so long as such continuance is specifically approved at least annually (a) by
the vote of a majority of those members of the Board of Trustees of the Fund who
are not parties to this Agreement or interested persons of any such party, cast
in person at a meeting called for the purpose of voting on such approval, and
(b) by the Board of Trustees of the Fund or (c) by vote of a majority of the
outstanding voting securities of the Portfolio; provided however, that if the
----------------
shareholders of the Portfolio fail to approve the Agreement as provided herein,
the Adviser may continue to serve in such capacity in the manner and to the
extent permitted by the 1940 Act and rules thereunder. This Agreement may be
terminated by the Portfolio at any time, without the payment of any penalty, by
vote of a majority of the entire Board of Trustees of the Fund or by vote of a
majority of the outstanding voting securities of the Portfolio on 60 days'
written notice to the Adviser. This Agreement may be terminated by the Adviser
at any time, without the payment of any penalty, upon 90 days' written notice to
the Fund. This Agreement will automatically and immediately terminate in the
event of its assignment. Any notice under this Agreement shall be given in
writing, addressed and delivered or mailed postpaid, to the other party at the
principal office of such party.

As used in this Section 9, the terms "assignment", "interested
persons", and "a vote of a majority of the outstanding voting securities" shall
have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and
Section 2(a)(42) of the 1940 Act.

10. AMENDMENT OF AGREEMENT. This Agreement may be amended by mutual
consent, but the consent of the Fund must be approved (a) by vote of a majority
of those members of the Board of Trustees of the Fund who are not parties to
this Agreement or interested persons of any such party, cast in person at a
meeting called for the purpose of voting on such amendment, and (b) for changes
or amendments requiring shareholder approval pursuant to the 1940 Act or other
applicable law, by vote of a majority of the outstanding voting securities of
the Portfolio.

11. SEVERABILITY. If any provisions of this Agreement shall be held
or made invalid by a court decision, statute, rule or otherwise, the remainder
of this Agreement shall not be affected thereby.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of this 2nd day of March, 1998.

▇▇▇▇▇▇▇/PRA SECURITIES ADVISORS, INC. UAM FUNDS TRUST

By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ Norton ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Norton ▇. ▇▇▇▇▇▇
Title: Chairman President and Chairman of the Board

INVESTMENT ADVISORY AGREEMENT
-----------------------------

UAM FUNDS TRUST

▇▇▇▇▇▇ INTERNATIONAL OCTAGON PORTFOLIO

AGREEMENT made this 2/nd/ day of December, 1996 by and between UAM
Funds Trust, a Delaware business trust, (the "Fund") and ▇▇▇▇▇▇ Asset Management
L.P., a Delaware limited partnership (the "Adviser").

1. DUTIES OF ADVISER. The Fund hereby appoints the Adviser to act as
investment adviser to the Fund's ▇▇▇▇▇▇ International Octagon Portfolio (the
"Portfolio") for the period and on such terms as set forth in this Agreement.
The Fund employs the Adviser to manage the investment and reinvestment of the
assets of the Portfolio, to continuously review, supervise and administer the
investment program of the Portfolio, to determine in its discretion the
securities to be purchased or sold and the portion of the Portfolio's assets to
be held uninvested, to provide the Fund with records concerning the Adviser's
activities which the Fund is required to maintain, and to render regular reports
to the Fund's officers and Board of Trustees concerning the Adviser's discharge
of the foregoing responsibilities. The Adviser shall discharge the foregoing
responsibilities subject to the control of the officers and the Board of
Trustees of the Fund, and in compliance with the objectives, policies and
limitations set forth in the Portfolio's prospectus and applicable laws and
regulations. The Adviser accepts such employment and agrees to render the
services and to provide, at its own expense, the office space, furnishings and
equipment and the personnel required by it to perform the services on the terms
and for the compensation provided herein.

3. COMPENSATION OF THE ADVISER. For the services to be rendered by the
Adviser as provided in Section 1 of this Agreement, the Fund shall pay to the
Adviser in monthly installments, an advisory fee calculated by applying the
following annual percentage rates to the Portfolio's average daily net assets
for the month: 1.00%.

4. OTHER SERVICES. At the request of the Fund, the Adviser in its
discretion may make available to the Fund office facilities, equipment,
personnel and other services. Such office

facilities, equipment, personnel and services shall be provided for or rendered
by the Adviser and billed to the Fund at the Adviser's costs.

8. PERMISSIBLE INTERESTS. Subject to and in accordance \kith the
Declaration of Trust of the Fund and the Agreement of Limited Partnership of the
Adviser, Trustees, officers, agents and shareholders of the Fund are or may be
interested in the Adviser (or any successor thereof) as

limited partners, officers, agents, shareholders or otherwise, limited partners,
officers, agents and shareholders of the Adviser are or may be interested 'in
the Fund as Trustees, officers, agents, shareholders or otherwise, and the
Adviser (or any successor) is or may be interested in the Fund as a shareholder
or otherwise, and the effect of any such interrelationships shall be governed by
said Declaration of Trust and Agreement of Limited Partnership and the
provisions of the 1940 Act.

9. DURATION AND TERMINATION. This Agreement, unless sooner terminated as
provided herein, shall continue until the earlier of December 2, 1998 or the
date of the first annual or special meeting of the shareholders of the Portfolio
and, if approved by a majority of the outstanding voting securities of the
Portfolio, thereafter shall continue for periods of one year so long as such
continuance is specifically approved at least annually (a) by the vote of a
majority of those members of the Board of Trustees of the Fund who are not
parties to this Agreement or interest persons of any such party, cast in person
at a meeting called for the purpose of voting on such approval, and (b) by the
Board of Trustees of the Fund or (c) by vote of a majority of the outstanding
voting securities of the Portfolio, provided however, that if the shareholders
of the Portfolio fail to approve the Agreement as provided herein, the Adviser
may continue to serve in such capacity in the manner and to the extent permitted
by the 1940 Act and rules thereunder. This Agreement may be terminated by the
Portfolio at any time, without the payment of any penalty, by vote of a majority
of the entire Board of Trustees of the Fund or by vote of a majority of the
outstanding voting securities of the Portfolio on 60 days' written notice to the
Adviser. This Agreement may be terminated by the Adviser at any time, without
the payment of any penalty, upon 90 days' written notice to the Fund. This
Agreement will automatically and immediately terminate in the event of its
assignment. Any notice under this

Agreement shall be given in writing, addressed and delivered or mailed postpaid,
to the other party at the principal office of such party.

As used in this Section 9, the terms "assignment," "interested persons",
and "a vote of a majority of the outstanding voting securities" shall have the
respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and Section
2(a)(42) of the 1940 Act.

10. AMENDMENT OF AGREEMENT. This Agreement may be amended by mutual
consent, but the consent of the Fund must be approved (a) by a vote of a
majority of those members of the Board of Trustees of the Fund who are not
parties to this Agreement or interested persons of any such party, cast in
person at a meeting called for the purpose of voting on such amendment, and (b)
by vote of a majority of the outstanding voting securities of the Portfolio.

11. SEVERABILITY. If any provisions of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of this 2/nd/ day of December, 1996.

▇▇▇▇▇▇ ASSET MANAGEMENT L.P. UAM FUNDS TRUST

By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By /s/ Norton ▇. ▇▇▇▇▇▇
----------------------------- ----------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇ Norton ▇. ▇▇▇▇▇▇
President Chairman of the Board

INVESTMENT ADVISORY AGREEMENT
-----------------------------

THE REGIS FUND II

MJI INTERNATIONAL EQUITY PORTFOLIO

AGREEMENT made this 26/th/ day of August, 1994 by and between The
------ ------
Regis Fund II, a Delaware business trust (the "Fund") and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
International Limited (the "Adviser"), a corporation organized under the laws of
Scotland.

1. DUTIES OF ADVISER. The Fund hereby appoints the Adviser to act as
investment adviser to the Fund's MJI International Equity Portfolio (the
"Portfolio") the period and on such terms as set forth in this Agreement. The
Fund employs the Adviser to manage the investment and reinvestment of the assets
of the Portfolio, to continuously review, supervise and administer the
investment program of the Portfolio, to determine in its discretion the
securities to be purchased or sold and the portion of the Portfolio's assets to
be held uninvested, to provide the Fund with records concerning the Adviser's
activities which the Fund is required to maintain, and to render regular reports
to the Fund's officers and Board of Trustees concerning the Adviser's discharge
of the foregoing responsibilities. The Adviser shall discharge the foregoing
responsibilities subject to the control of the officers and the Board of
Trustees of the Fund, and in compliance with the objectives, policies and
limitations set forth in the Portfolio's prospectus and applicable laws and
regulations. The Adviser accepts such employment and agrees to render the
services and to provide, at its own expense, the office space, furnishings and
equipment and the personnel required by it to perform the services on the terms
and for the compensation provided herein.

3. COMPENSATION OF THE ADVISER. For the services to be rendered by the
Adviser as provided in Section 1 of this Agreement, the Fund shall pay to the
Adviser in monthly installments, an advisory fee calculated by applying the
following annual percentage rates to the Portfolio's average daily net assets
for the month: 0.75%.

4. OTHER SERVICES. At the request of the Fund, the Adviser in its
discretion may make available to the Fund office facilities, equipment,
personnel and other services. Such office

-2-

facilities, equipment, personnel and services shall be provided for or rendered
by the Adviser and billed to the Fund at the Adviser's cost.

7. LIABILITY OF ADVISER. In the absence of (i) willful misfeasance, bad
faith or gross negligence on the part of the Adviser in performance of its
obligations and duties hereunder, (ii) reckless disregard by the Adviser of its
obligations and duties hereunder, or (iii) a loss resulting from a breach of
fiduciary duty with respect to the receipt of compensation for services (in
which case any award of damages shall be limited to the period and the amount
set forth in Section 36(b)(3) of the Investment Company Act of 1940 ("1940
Act"), the Adviser shall not be subject to any liability whatsoever to the Fund,
or to any shareholder of the Fund, for any error of judgment, mistake of law or
any other act or omission in the course of, or connected with, rendering
services hereunder including, without limitation, for any losses that may be
sustained in connection with the purchase, holding, redemption or sale of any
security on behalf of the Portfolio.

-3-

Directors, officers, agents, shareholders or otherwise; Directors, officers,
agents and shareholders of the Adviser are or may be interested in the Fund as
Trustees, officers, agents, shareholders or otherwise; and the Adviser (or any
successor) is or may be interested in the Fund as a shareholder or otherwise;
and the effect of any such interrelationships shall be governed by said
Declaration of Trust and Articles of Incorporation and the provisions of the
1940 Act.

9. DURATION AND TERMINATION. This Agreement, unless sooner terminated as
provided herein, shall continue until the earlier of August 26, 1996 or the date
---------------
of the first annual or special meeting of the shareholders of the Portfolio and,
if approved by a majority of the outstanding voting securities of the Portfolio,
thereafter shall continue for periods of one year so long as such continuance is
specifically approved at least annually (a) by the vote of a majority of those
members of the Board of Trustees of the Fund who are not parties to this
Agreement or interested persons of any such party, cast in person at a meeting
called for the purpose of voting on such approval, and (b) by the Board of
Trustees of the Fund or (c) by vote of a majority of the outstanding voting
securities of the Portfolio; provided however, that if the shareholders of the
----------------
Portfolio fail to approve the Agreement as provided herein, the Adviser may
continue to serve in such capacity in the manner and to the extent permitted by
the 1940 Act and rules thereunder. J This Agreement may be terminated by the
Portfolio at any time, without the payment of any penalty, by vote of a majority
of the entire Board of Trustees of the Fund or by vote of a majority of the
outstanding voting securities of the Portfolio on 60 days' written notice to the
Adviser. This Agreement may be terminated by the Adviser at any time, without
the payment of any penalty, upon 90 days' written notice to the Fund. This
Agreement will automatically and immediately terminate in the event of its
assignment. Any notice under this Agreement shall be

-4-

given in writing, addressed and delivered or mailed postpaid, to the other party
at the principal office of such party.

11. SEVERABILITY. If any provisions of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of this 26/th/ day of August, 1994.
------ ------

▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ INTERNATIONAL THE REGIS FUND II
LIMITED

By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇ By /s/ Norton ▇. ▇▇▇▇▇▇
----------------- ----------------------
▇▇▇▇▇ ▇. ▇▇▇▇ Norton ▇. ▇▇▇▇▇▇
Vice President and Director Chairman of the Board

-5-

INVESTMENT ADVISORY AGREEMENT
-----------------------------

UAM FUNDS TRUST

PELL ▇▇▇▇▇▇ MID-CAP GROWTH PORTFOLIO

AGREEMENT made this 31/st/ day of August, 1998 by and between UAM
Funds Trust, a Delaware business trust (the "Fund"), and Pell, ▇▇▇▇▇▇ Trust
Company, N.A., a nationally chartered trust company (the "Adviser").

1. DUTIES OF ADVISER. The Fund hereby appoints the Adviser to act as
investment adviser to the Fund's Pell ▇▇▇▇▇▇ Mid-Cap Growth Portfolio (the
"Portfolio") for the period and on such terms as set forth in this Agreement.
The Fund employs the Adviser to manage the investment and reinvestment of the
assets of the Portfolio, to continuously review, supervise and administer the
investment program of the Portfolio, to determine in its discretion the
securities to be purchased or sold and the portion of the Portfolio's assets to
be held uninvested, to provide the Fund with records concerning the Adviser's
activities which the Fund is required to maintain, and to render regular reports
to the Fund's officers and Board of Trustees concerning the Adviser's discharge
of the foregoing responsibilities. The Adviser shall discharge the foregoing
responsibilities subject to the control of the officers and the Board of
Trustees of the Fund, and in compliance with the objectives, policies and
limitations set forth in the Portfolio's prospectus and applicable laws and
regulations. The Adviser accepts such employment and agrees to render the
services and to provide, at its own expense, the office space, furnishings and
equipment and the personnel required by it to perform the services on the terms
and for the compensation provided herein.

3. COMPENSATION OF THE ADVISER. For the services to be rendered by
the Adviser as provided in Section 1 of this Agreement, the Fund shall pay to
the Adviser in monthly installments, an advisory fee calculated by applying the
following annual percentage rate to the Portfolio's average daily net assets for
the month: 1.00% of net assets.

In the event of termination of this Agreement, the fee provided in
this Section shall be computed on the basis of the period ending on the last
business day on which this Agreement is in effect subject to a pro rata
adjustment based on the number of days elapsed in the current fiscal month as a
percentage of the total number of days in such month.

4. OTHER SERVICES. At the request of the Fund, the Adviser in its
discretion may make available to the Fund office facilities, equipment,
personnel and other services. Such office facilities,

equipment, personnel and services shall be provided for or rendered by the
Adviser and billed to the Fund at the Adviser's cost.

6. STATUS OF ADVISER. The services of the Adviser to the Fund are
not to be deemed exclusive, and the Adviser shall be free to render similar
services to others so long as its services to the Fund are not impaired thereby.

7. LIABILITY OF ADVISER. In the absence of (i) willful misfeasance,
bad faith or gross negligence on the part of the Adviser in performance of its
obligations and duties hereunder, (ii) reckless disregard by the Adviser of its
obligations and duties hereunder, or (iii) a loss resulting from a breach of
fiduciary duty with respect to the receipt of compensation for services (in
which case any award of damages shall be limited to the period and the amount
set forth in Section 36(b)(3) of the Investment Company Act of 1940, as amended
("1940 Act"), the Adviser shall not be subject to any liability whatsoever to
the Fund, or to any shareholder of the Fund, for any error or judgment, mistake
of law or any other act or omission in the course of, or connected with,
rendering services hereunder including, without limitation, for any losses that
may be sustained in connection with the purchase, holding, redemption or sale of
any security on behalf of the Portfolio.

8. PERMISSIBLE INTERESTS. Subject to and in accordance with the
Declaration of Trust of the Fund and the charter documents of the Adviser,
Trustees, officers, agents and shareholders of the Fund are or may be interested
in the Adviser (or any successor thereof) as Board members, officers, agents,
shareholders or otherwise; Board members, officers, agents and shareholders of
the Adviser are or may be interested in the Fund as Trustees, officers, agents,
shareholders or otherwise; and the

Adviser (or any successor) is or may be interested in the Fund as a shareholder
or otherwise; and the effect of any such interrelationships shall be governed by
said Declaration of Trust, charter documents and the provisions of the 1940 Act.

As used in this Section 9, the terms "assignment", "interested
persons", and "a vote of a majority of the outstanding voting securities" shall
have the respective meanings set forth in Section 2(a)(4), Section 2(a)(19) and
Section 2(a)(42) of the 1940 Act.

10. AMENDMENT OF AGREEMENT. This Agreement may be amended by mutual
consent, but the consent of the Fund must be approved (a) by vote of a majority
of those members of the Board of Trustees of the Fund who are not parties to
this Agreement or interested persons of any such party, cast in person at a
meeting called for the purpose of voting on such amendment, and (b) for changes
or amendments requiring shareholder approval pursuant to the 1940 Act or other
applicable law, by vote of a majority of the outstanding voting securities of
the Portfolio.

11. SEVERABILITY. If any provisions of this Agreement shall be held
or made invalid by a court decision, statute, rule or otherwise, the remainder
of this Agreement shall not be affected thereby.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of this 31/ST/ day of August, 1998.

PELL, ▇▇▇▇▇▇ TRUST COMPANY, N.A. UAM FUNDS TRUST

By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ Norton ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Chief Investment Officer
Title: Chief Investment Officer President and Chairman of the Board

INVESTMENT ADVISORY AGREEMENT
-----------------------------
THE REGIS FUND II

▇▇▇ ▇▇▇▇▇▇▇ INVESTMENT MANAGEMENT, INC.

TJ CORE EQUITY PORTFOLIO

AGREEMENT made this 29th day of January, 1995 by and between The Regis Fund
II, a Delaware business trust, (the "Fund") and ▇▇▇ ▇▇▇▇▇▇▇ Investment
Management, a Massachusetts business trust, (the "Adviser").

1. DUTIES OF ADVISER. The Fund hereby appoints the Adviser to act as
investment adviser to the Fund's TJ Core Equity Portfolio (the "Portfolio") for
the period and on such terms as set forth in this Agreement. The Fund employs
the Adviser to manage the investment and reinvestment of the assets of the
Portfolio, to continuously review, supervise and administer the investment
program of the Portfolio, to determine in its discretion the securities to be
purchased or sold and the portion of the Portfolio's assets to be held
uninvested, to provide the Fund with records concerning the Adviser's activities
which the Fund is required to maintain, and to render regular reports to the
Fund's officers and Board of Trustees concerning the Adviser's discharge of the
foregoing responsibilities. The Adviser shall discharge the foregoing
responsibilities subject to the control of the officers and the Board of
Trustees of the Fund, and in compliance with the objectives, policies and
limitations set forth in the Portfolio's prospectus and applicable laws and
regulations. The Adviser accepts such employment and agrees to render the
services and to provide, at its own expense, the office space, furnishings and
equipment and the personnel required by it to perform the services on the terms
and for the compensation provided herein.

2. PORTFOLIO TRANSACTIONS. The Adviser is authorized to select the
brokers or dealers that will execute the purchases and sales of securities of
the Portfolio and is directed to use its best efforts to obtain the best
available price and most favorable execution, except as prescribed herein.
Subject to policies established by the Board of Trustees of the Fund, the
Adviser may also be authorized to effect individual securities transactions at
commission rates in excess of the minimum commission rates available, if the
Adviser determines in good faith that such amount of commission is reasonable in
relation to the value of the brokerage or research services provided by such
broker or dealer, viewed in terms of either that particular transaction or the
Adviser's overall responsibilities with respect to the Fund. The execution of
such transactions shall not be deemed to represent an unlawful act or breach of
any duty created by this Agreement or otherwise. The Adviser will promptly
communicate to the officers and Directors of the Fund such information relating
to portfolio transactions as they may reasonably request.

4. OTHER SERVICES. At the request of the Fund, the Adviser in its
discretion may make available to the Fund office facilities, equipment,
personnel and other services. Such office

-2-

facilities, equipment, personnel and services shall be provided for or rendered
by the Adviser and billed to the Fund at the Adviser's cost.

8. PERMISSIBLE INTERESTS. Subject to and in accordance with the Articles
of Incorporation of the Fund and the Articles of Incorporation of the Adviser,
Directors, officers, agents and shareholders of the Fund are or may be
interested in the Adviser (or any successor

-3-

thereof) as Directors, officers, agents, shareholders or otherwise; Directors,
officers, agents and shareholders of the Adviser are or may be interested in the
Fund as Directors, officers, agents, shareholders or otherwise; and the Adviser
(or any successor) is or may be interested in the Fund as a shareholder or
otherwise; and the effect of any such interrelationships shall be governed by
said Articles of Incorporation and the provisions of the 1940 Act.

9. DURATION AND TERMINATION. This Agreement, unless sooner terminated as
provided herein, shall continue until the earlier of January 29, 1997 or the
date of the first annual or special meeting of the shareholders of the Portfolio
and, if approved by a majority of the outstanding voting securities of the
Portfolio, thereafter shall continue for periods of one year so long as such
continuance is specifically approved at least annually (a) by the vote of a
majority of those members of the Board of Trustees of the Fund who are not
parties to this Agreement or interested persons of any such party, cast in
person at a meeting called for the purpose of voting on such approval, and (b)
by the Board of Trustees of the Fund or (c) by vote of a majority of the
outstanding voting securities of the Portfolio; provided however, that if the
----------------
shareholders of the Portfolio fail to approve the Agreement as provided herein,
the Adviser may continue to serve in such capacity in the manner and to the
extent permitted by the 1940 Act and rules thereunder. This Agreement may be
terminated by the Portfolio at any time, without the payment of any penalty, by
vote of a majority of the entire Board of Trustees of the Fund or by vote of a
majority of the outstanding voting securities of the Portfolio on 60 days'
written notice to the Adviser. This Agreement may be terminated by the Adviser
at any time, without the payment of any penalty, upon 90 days' written notice to
the Fund. This Agreement will automatically and immediately terminate in the
event of its assignment. Any notice under this Agreement shall be

-4-

given in writing, addressed and delivered or mailed postpaid, to the other party
at the principal office of such party.

10. AMENDMENT OF AGREEMENT. This Agreement may be amended by mutual
consent, but the consent of the Fund must be approved (a) by vote of a majority
of those members of the Board of Trustees of the Fund who are not parties to
this Agreement or interested persons of any such party, cast in person at a
meeting called for the purpose of voting on such amendment and (b) by vote of a
majority of the outstanding voting securities of the Portfolio.(a)

11. SEVERABILITY. If any provisions of thus Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of this 29th day of January, 1995.

▇▇▇ ▇▇▇▇▇▇▇ INVESTMENT THE REGIS FUND II
MANAGEMENT, INC.

By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By /s/ ▇▇▇▇▇▇▇ ▇. Park
--------------------- -------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. Park
President Vice President and Assistant
Treasurer

-5-

EXHIBIT D.1 INVESTMENT ADVISORY AGREEMENT ----------------------------- THE REGIS FUND II BHM&S TOTAL RETURN BOND PORTFOLIO AGREEMENT made this 25th day of April, 1995 by and between The Regis Fund II, a Delaware business trust (the "Fund"), and...

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