Roxbury Mid-Cap Fund*
Roxbury Small-Cap Growth Fund
Roxbury Micro-Cap Fund**
of WT Mutual Fund
Investor Shares
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PROSPECTUS DATED NOVEMBER 1, 2005
This prospectus contains important information about these
mutual funds, including information on their investment policies, risks and
fees. For your own benefit and protection, please read it before you invest, and
keep it on hand for future reference.
Like all mutual fund shares, these securities have not been
approved or disapproved by the Securities and Exchange Commission nor has the
Securities and Exchange Commission determined whether this prospectus is
accurate or complete. Anyone who tells you otherwise is committing a criminal
offense.
* Investor Shares of the Roxbury Mid-Cap Fund offered in this prospectus were
previously classified as Class A Shares.
** Investor Shares of the Roxbury Micro-Cap Fund are not currently offered.
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TABLE OF CONTENTS
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FUND DESCRIPTIONS
A look at the goals, strategies, Summary .........................................................3
risks, expenses and financial history Performance Information .........................................5
of the Funds. Fees and Expenses ...............................................7
Example .........................................................8
Investment Objectives ...........................................9
Primary Investment Strategies ...................................9
Additional Risk Information .....................................13
Financial Highlights.............................................16
Details about the service providers. MANAGEMENT OF THE FUNDS
Investment Adviser ..............................................18
Fund Managers ...................................................18
Service Providers ...............................................22
Policies and instructions for opening, SHAREHOLDER INFORMATION
maintaining and closing an account in Pricing of Shares ...............................................23
the Funds. Purchase of Shares ..............................................23
Redemption of Shares ............................................24
Exchange of Shares ..............................................27
Distributions ...................................................28
Taxes ...........................................................28
Details on the Funds' share classes. DISTRIBUTION ARRANGEMENTS
Shareholder Service Plan ........................................29
Share Classes ...................................................30
GLOSSARY...............................................................31
FOR MORE INFORMATION...................................................32
For information about key terms and concepts, please refer to the "Glossary."
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Roxbury Mid-Cap Fund
Roxbury Small-Cap Growth Fund
Roxbury Micro-Cap Fund
Investor Shares
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FUND DESCRIPTIONS
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SUMMARY
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Investment Objectives The Roxbury Mid-Cap Fund (the
"Mid-Cap Fund") seeks superior long-term
growth of capital.
The Roxbury Small-Cap Growth Fund (the
"Small-Cap Fund") and the Roxbury Micro-Cap
Fund (the "Micro-Cap Fund") seek to achieve
long-term capital appreciation.
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Investment Focus Equity (or related) securities
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Share Price Volatility High
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Principal Investment The Mid-Cap Fund invests, under normal
Strategies market conditions, at least 80% of its
assets in securities of companies with
market capitalizations, at the time of
purchase, consistent with the capitalization
ranges of the Russell MidCap and S&P MidCap
400 Indices.
The Small-Cap Fund invests, under normal
market conditions, at least 80% of its
assets in securities of companies with
market capitalizations, at the time of
purchase, consistent with the capitalization
ranges of the Russell 2000 and S&P SmallCap
600 Indices.
The Micro-Cap Fund invests, under normal
conditions, at least 80% of its assets in
securities of companies with market
capitalizations, at the time of purchase,
under $1 billion.
The Funds may invest in securities
(including preferred stock, warrants and
debentures) convertible into or exercisable
for common stock and certain option and
financial futures contracts ("derivatives").
The Funds may also invest in foreign
securities, including American Depositary
Receipts.
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Principal Risks An investment in a Fund is subject to
the risks summarized below, which are
further described under "Additional Risk
Information."
o It is possible to lose money by
investing in the Funds. There is no
guarantee that the stock market or the
securities that a Fund
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buys will increase in value.
o The Funds' share prices will fluctuate
in response to changes in market value
of the Funds' underlying investments.
Market value changes result from
business developments affecting an
issuer as well as general market and
economic conditions.
o The Funds are subject to greater
volatility than funds that invest in
large cap companies. Mid-cap, small-cap
and micro-cap companies may be more
vulnerable than large-cap companies to
adverse business or economic
developments, their securities may be
less liquid and more volatile than
securities of larger companies, may
suffer significant losses.
o Growth-oriented investments may be more
volatile than the rest of the U.S.
stock market as a whole.
o Investments in a foreign market are
subject to foreign security risk and
the risk of losses caused by changes in
foreign currency exchange rates.
o The use of derivatives may expose a
Fund to additional risks that it would
not be subject to if it invested
directly in securities underlying those
derivatives. These risks may cause a
Fund to experience higher losses than a
fund that does not use derivatives.
o The performance of the Funds will
depend on whether or not the investment
adviser is successful in pursuing the
Funds' investment strategies.
o The Funds are also subject to other
risks which are described under
"Additional Risk Information."
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Investor Profile Investors who want the value of
their investment to grow and who are willing
to accept more volatility for the
possibility of higher returns.
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PERFORMANCE INFORMATION
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Roxbury Mid-Cap Fund
The bar chart and performance table below illustrate the risks
and volatility of an investment in the Fund by showing changes in the
performance of the Fund's Investor Shares (formerly, Class A Shares) from
calendar year to calendar year and by showing how the Fund's average annual
returns for one year and since inception, both before and after taxes, compared
with those of the Russell MidCap Growth Index, which is a broad measure of
market performance. The Fund's past performance, both before and after taxes,
does not necessarily indicate how the Fund will perform in the future.
Annual Total Returns For The Calendar Years Since Inception
[Bar Chart]
2001 3.16%
2002 (31.29)%
2003 45.25%
2004 13.30%
Calendar Year-to-Date Total Return as of September 30, 2005: 6.32%
Best Quarter Worst Quarter
21.14% (21.76%)
(June 30, 2003) (September 30, 2004)
Investor Shares* Since Inception
Average Annual Total Returns as of December 31, 2004 1 Year (December 14, 2000)
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Before Taxes 13.30% 3.77%
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After Taxes on Distributions (1,2) 13.27% 3.60%
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After Taxes on Distributions and Sales of Fund Shares (1,2) 8.68% 3.12%
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Russell Midcap Growth Index (reflects no deduction for fees, 15.48% (1.06)%
expenses or taxes) (3)
* Formerly, Class A Shares.
(1) These figures assume the reinvestment of dividends and capital gain
distributions.
(2) After-tax returns are calculated using the historical highest individual
federal marginal income tax rates and do not reflect the impact of state
and local taxes. Actual after-tax returns depend on your tax situation and
may differ from those shown and are not relevant if you hold your shares
through tax-deferred arrangements, such as 401(k) plans or individual
retirement accounts.
(3) The Russell Midcap Growth Index is constructed to provide a comprehensive
and unbiased barometer of the mid-cap growth market. Based on ongoing
empirical research of investment manager behavior, the methodology used to
determine growth probability approximates the aggregate mid-cap growth
manager's opportunity set.
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Roxbury Small-Cap Growth Fund
The bar chart and performance table below illustrate the risks and
volatility of an investment in the Fund for the past calendar year and show how
the average annual returns for one year and since inception, before and after
taxes, compare with those of the Russell 2000 Growth Index, which is a broad
measure of market performance. The performance shown is for the Institutional
Shares of the Fund, as the Investor Share Class commenced operations on
September 30, 2004 and do not yet have a full calendar year of performance.
Returns of Investor Shares will differ to the extent that they have different
expenses. Total return would have been lower had certain fees and expenses not
been waived and/or reimbursed. Of course, the Fund's past performance, both
before and after taxes, does not necessarily indicate how the Fund will perform
in the future.
Annual Total Return For The Past Calendar Year
[Bar Chart]
2004 7.55%
Performance Year
Calendar Year-to-Date Total Return as of September 30, 2005: 3.86%
Best Quarter Worst Quarter
12.76% (7.58%)
(December 31, 2004) (September 30, 2004)
Institutional Shares Since Inception
Average Annual Total Returns as of December 31, 2004 1 Year (January 2, 2003)
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Return Before Taxes 7.55% 33.93%
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Return After Taxes on Distributions (1) 6.80% 32.86%
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Return After Taxes on Distributions and Sales of Fund Shares (1) 4.91% 28.75%
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Russell 2000 Growth Index (reflects no deduction for fees, 14.31% 21.02%
expenses or taxes) (2)
(1) After-tax returns are calculated using the historical highest individual
federal marginal income tax rates and do not reflect the impact of state
and local taxes. Actual after-tax returns depend on your tax situation and
may differ from those shown and are not relevant if you hold your shares
through tax-deferred arrangements, such as 401(k) plans or individual
retirement accounts.
(2) The Russell 2000 Growth Index is constructed to provide a comprehensive and
unbiased barometer of the small-cap growth market. Based on ongoing
empirical research of investment manager behavior, the methodology used to
determine growth probability approximates the aggregate small-cap growth
manager's opportunity set.
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Roxbury Micro-Cap Fund
The Micro-Cap Fund was first offered on December 29, 2004 and has less
than one full calendar year of performance. Therefore, no performance
information is available.
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FEES AND EXPENSES
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The table below describes the fees and expenses that you may pay if you buy and
hold Investor Shares of the Funds.
Shareholder Fees (fees paid directly from your investment)
Investor Shares
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Mid-Cap Fund &
Small-Cap Fund Micro-Cap Fund
Maximum sales charge (load) imposed on purchases (as a
percentage of offering price) None None
Maximum deferred sales charge None None
Maximum sales charge imposed on reinvested dividends None None
(and other distributions)
Redemption fee (a) 1.00%(a) 2.00%(b)
Exchange fee (a) 1.00%(a) 2.00%(b)
* Formerly, Class A Shares
(a) Investor Shares of the Mid-Cap and Small-Cap Funds are subject to a 1.00%
redemption fee only if redeemed or exchanged within the first 60 days after
purchase. See "Redemption of Shares" and "Exchange of Shares" for
additional information.
(b) Investor Shares of the Micro-Cap Fund are subject to a 2.00% redemption fee
only if redeemed or exchanged within the first 60 days after purchase. See
"Redemption of Shares" and "Exchange of Shares" for additional information.
Annual Fund Operating Expenses (expenses that are deducted from Fund assets):
Mid-Cap Fund Small-Cap Fund Micro-Cap Fund
________________ ________________ _______________________
Management fees (1) 0.75% 1.00% 1.50%
Distribution (12b-1) fees None None None
Shareholder service fees 0.25% 0.25% 0.25%
Other expenses 1.59%(2) 0.36%(2) 89.25%(3)
Total Annual Fund Operating Expenses 2.59% 1.61% 91.00%
Waivers/Reimbursements (1.04)%(4,5) (0.01)%(4,5) (88.50)%(4,5)
Total Net Expenses 1.55%(4,5) 1.60%(4,5) 2.50%(4,5)
(1) The Mid-Cap Fund pays Roxbury a monthly advisory fee at the annual rate of
0.75% of the Fund's first $1 billion of average daily net assets; 0.70% of
the next $1 billion of average daily net assets; and 0.65% of the Fund's
average daily net assets in excess of $2 billion. The Small-Cap Fund pays
Roxbury a monthly advisory fee at the annual rate of 1.00% of the Fund's
first $1 billion of average daily net assets; 0.95% of the next $1 billion
of average daily net assets; and 0.90% of the Fund's average daily net
assets in excess of $2 billion. The Micro-Cap Fund pays Roxbury a monthly
fee at the annual rate of 1.50% of the Fund's average daily net assets.
(2) "Other expenses" have been restated to reflect current fees in connection
with the Funds' change in investment structure on July 1, 2005 from a
master-feeder structure to a stand-alone investment structure that invests
directly in portfolio securities.
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(3) "Other expenses" for the Micro-Cap Fund reflect the small asset base during
its initial period of operations.
(4) For Investor Shares, the Adviser has a contractual obligation to waive
a portion of its fees and assume certain expenses of the Mid-Cap Fund,
Small-Cap Fund and Micro-Cap Fund to limit the total annual operating
expenses to 1.55%, 2.00% and 2.50%, respectively. The respective
waivers will remain in effect through November 1, 2015 for the Investor
Shares of the Mid-Cap Fund, January 1, 2006 for the Investor Shares of
the Small-Cap Fund and December 31, 2016 for the Investor Shares of the
Micro-Cap Fund.
(5) The administrator and accounting agent has a contractual obligation
through September 2007 to waive certain flat rate fees associated with
the Funds, where a Class' average daily net assets is below $75
million.
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EXAMPLE
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This example is intended to help you compare the cost of investing in
Investor Shares of a Fund with the cost of investing in other mutual funds. The
example below shows what you would pay if you invested $10,000 over the various
time periods indicated. The example assumes that:
o you reinvested all dividends and other distributions;
o the average annual return was 5%;
o a Fund's total operating expenses (reflecting contractual waivers and
reimbursements) are charged and remain the same over the time
periods; and
o you redeemed all of your investment at the end of each time period.
Although your actual cost may be higher or lower, based on these
assumptions, your costs would be:
Investor Shares 1 Year 3 Years 5 Years 10 Years
__________________ ________ _________ _________ __________
Mid-Cap Fund $158 $490 $845 $1,845
Small-Cap Fund $163 $507 $875 $1,910
Micro-Cap Fund $253 $779 $1,331 $2,836
The above example is for comparison purposes only and is not a representation of
a Fund's actual expenses and returns, either past or future.
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INVESTMENT OBJECTIVE
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The Roxbury Mid-Cap Fund seeks superior long-term growth of capital.
Each of the Roxbury Small-Cap Growth Fund and the Roxbury Micro-Cap Fund seeks
to achieve long-term capital appreciation.
The investment objective of the Mid-Cap Fund and Small-Cap Fund may not
be changed without shareholder approval. The investment objective of the
Micro-Cap Fund may be changed without shareholder approval upon sixty (60) days
written notice to shareholders.
There is no guarantee that any Fund will achieve its investment
objective.
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PRIMARY INVESTMENT STRATEGIES
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The Roxbury Mid-Cap Fund, under normal market conditions, invests at
least 80% of its assets in the following equity (or equity-related securities):
o common stocks of corporations that are judged by the
investment adviser to have strong growth
characteristics and, with respect to at least 80% of
the Fund's assets, at the time of purchase, have a
market capitalization consistent with the
capitalization ranges of the Russell Midcap and S&P
MidCap 400 Indices ("mid-cap company")
o securities convertible into mid-cap companies
o options on common stock or stock indices
The Fund invests in high quality, growing companies trading at
reasonable valuations. It looks for seasoned businesses that can continue
to grow in a variety of environments, experienced management teams, and
emerging new leaders in technology and other industries. Such companies
generally have favorable competitive positions, strong financials, and a
commitment to enhancing shareholder value. Other common characteristics of the
Fund's portfolio holdings include: effective management teams, proprietary
technologies, free cash flow generation, low cost production, and high barriers
to entry.
The investment process is designed to produce a portfolio of
relatively predictable companies with above-average and sustainable growth
rates, strong financial strength, high returns of equity and favorable valuation
metrics.
All holdings are monitored closely. Holdings may be sold when
companies become overvalued, more attractive investments are identified, poor
relative performance persists, and/or the fundamentals have weakened.
Mid-cap companies are those whose capitalization is consistent with the
capitalization range of the Russell Midcap and S&P MidCap 400 Indices at the
time of a Fund's
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investment. As of September 30, 2005 the range of market capitalization of
companies that are in the Russell Midcap and S&P 400 Indices ("Indices") was
between $259 million and $17.88 billion. As market conditions change, so will
the capitalizations of the companies that make up the Indices. The investment
adviser looks for quality, sustainable growth stocks within the mid-cap portion
of the market. At the time of initial purchase, an investment's market
capitalization will fall within the capitalization range of the Indices. Due to
market price adjustments or other events after the time of purchase, it is
possible that an investment's market capitalization may drift above or below
this range. Nevertheless, companies whose capitalization no longer meets this
definition after purchase continue to be considered to have a mid-cap market
capitalization for purposes of the 80% policy. The Fund is not limited to only
mid-cap companies, and under normal market conditions, may invest up to 20% of
its assets in stocks of companies within larger or smaller capitalizations.
The Roxbury Small-Cap Growth Fund, under normal market conditions,
invests at least 80% of its assets in the following equity (or equity-related
securities):
o common stocks of U.S. corporations that are judged by
the investment adviser to have strong growth
characteristics or to be undervalued in the
marketplace relative to underlying profitability and
have a market capitalization which, at the time of
purchase, is consistent with the capitalization
ranges of the S&P SmallCap 600 and Russell 2000
Indices ("small-cap companies")
o options on, or securities convertible (such as
convertible preferred stock, convertible bonds,
warrants and debentures ) into, the common stock of
small-cap companies
o options on indices of the common stock of small-cap companies
o contracts for either the future delivery, or payment
in respect of the future market value, of certain
indices of common stock of small-cap companies, and
options upon such futures contracts
The research process for this Fund begins by screening a universe of
stocks with market capitalizations of less than $2 billion and expected future
earnings growth of greater than 15%. The managers then perform fundamental
analysis to identify companies with the following characteristics: growing
revenues, stable or expanding margins, low debt levels, solid cash flows, and
high or potentially high returns on capital. Additional research is applied to
the most promising candidates to uncover those companies with solid management
that has executed well over time, strengthening competitive positions, and
positive business and market trends. A valuation analysis is then performed to
see whether the stock is attractively priced relative to its industry,
historical range, and the overall market.
A stock becomes a purchase candidate only if the portfolio managers are
convinced there is a catalyst in place to provide for at least 15% stock price
appreciation over the next 12 months.
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The Fund maintains a portfolio of approximately 60-90 stocks, which is
constructed with the overall goal of mitigating risk. Stock positions are
limited to a maximum 5% weighting and sector concentrations are +/- 15% of the
sector weightings of the benchmark index (Russell 2000 Growth Index).
Stocks are sold for undervaluation, when the fundamentals weaken or if
poor relative price performance persists.
Small-cap companies are those whose capitalizations are consistent with
the market capitalizations of companies in the S&P SmallCap 600 and Russell 2000
Indices at the time of a Fund's investment. As of September 30, 2005, the range
of market capitalizations represented by companies in the these indices was
between $40 million and $6.02 billion. Due to market price adjustments or other
events after the time of purchase, it is possible that an investment's market
capitalization may drift above or below this range. Nevertheless, a company
whose capitalization no longer meets this definition after purchase continues
to be considered to have a small market capitalization for purposes of the 80%
policy. The Fund is not limited to only small-cap companies and under normal
market conditions may invest up to 20% of its assets in stocks of companies in
other capitalization ranges.
The Roxbury Micro-Cap Fund, under normal market conditions, will invest
at least 80% of its assets in the following equity (or equity-related
securities):
o common stocks of companies that have a market capitalization
which, at the time of purchase, is under $1 billion ("micro-cap
companies")
o options on, or securities convertible (such as
convertible preferred stock, convertible bonds,
warrants and debentures) into, the common stock of
micro-cap companies
o options on indices of the common stock of micro-cap companies
o contracts for either the future delivery, or payment
in respect of the future market value, of certain
indices of the common stock of micro-cap companies,
and options upon such futures contracts
There are typically two types of companies that populate the
micro-cap space. The first are new, young businesses in dynamic industries that
have developed a new product or are leading a new industry from which there is
the expectation for significant growth over a multi-year period. Second are
special situations, which are usually more established companies that have faced
difficulties in the past for which the Fund's manager has identified a catalyst
that may lead to a restructuring. While the majority of the Fund is invested in
the former category, approximately 20-25% is placed in these fallen angels,
which often offer unique opportunities.
Research ideas are generated through a variety of channels,
including industry and analyst contacts, trade publications, past experience
through years of managing money in this
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space, and being alert to trends in our world. The ideas are then combined with
an assessment of the business through scrutinizing the company's balance sheet
strength, financial ratios, and trends. A stock becomes a purchase candidate
only if the Fund's manager believes it has the potential to appreciate by at
least 50% over the next 24 months. Company management, competition, and the
industry is then further evaluated to make a final decision.
The micro-cap market, by definition, is highly inefficient.
The Fund attempts to take advantage of this by buying stocks that others have
abandoned or that have otherwise gone unnoticed.
Stocks are sold if they become overvalued, if the fundamentals
of the business deteriorate, or if a better investment opportunity emerges.
Positions are also trimmed if the size or sector weighting grows beyond
acceptable limits.
Micro-cap companies are those whose capitalization is under $1
billion at the time of the Fund's investment. Due to market price adjustments or
other events after the time of purchase, it is possible that an investment's
market capitalization may drift above or below this range. Nevertheless, a
company whose capitalization no longer meets this definition after purchase
continues to be considered to have a micro market capitalization for purposes of
the 80% policy. The Fund is not limited to only micro-cap companies and, under
normal market conditions, may invest up to 20% of its assets in stocks of
companies in higher capitalization ranges.
The 80% policy of each Fund may be changed upon sixty (60) days written
notice to shareholders.
All Funds. The investment adviser selects securities that it believes
exhibit strong growth characteristics. The investment adviser uses a bottom up
approach to identify new investment opportunities and to evaluate existing
investments on an ongoing basis to determine continued suitability. All
investments undergo a valuation analysis to estimate their risk/reward
characteristics.
The Funds may also invest in certain option and financial
futures contracts ("derivatives") as well as foreign securities, including
American Depositary Receipts ("ADRs"). ADRs are negotiable certificates held in
a U.S. bank representing a specific number of shares of a foreign stock traded
on a U.S. stock exchange. ADRs make it easier for U.S. citizens to invest in
foreign companies, due to the widespread availability of dollar-denominated
price information, lower transaction costs, and timely dividend distributions.
An American Depositary Share or ADS is the share issued under an American
Depositary Receipt agreement which is actually traded.
At the time of purchase, individual stock holding may represent up to
5% of a Fund's value. However, due to market price fluctuations, individual
stock holdings may exceed 5% of a Fund's value. The Funds may over or
underweight certain industries and sectors based on the investment adviser's
opinion of the relative attractiveness of companies within those
- 12 -
industries and sectors. The Funds may not invest in more than 10% of the
outstanding voting shares of a company.
In order to respond to adverse market, economic, political or
other conditions, the Funds may assume a temporary defensive position and invest
without limit in commercial paper and other money market instruments that are
rated investment grade by a nationally recognized statistical rating
organization, or determined by the investment adviser to be of comparable
quality. The result of this action may be that a Fund will be unable to achieve
its investment objective.
The frequency of fund transactions and a Fund's turnover rate
will vary from year to year depending on the market. A higher turnover rate
increases transaction costs (i.e., brokerage commissions) and adverse tax
consequences for a Fund's shareholders. With frequent trading activity, a
greater proportion of any dividends paid out by a Fund will be characterized as
ordinary income, which is taxed at higher rates than long-term capital gains.
Such factors may have the effect of lowering overall fund performance.
The Funds also may use other strategies and engage in other
investment practices, which are more fully described in the Funds' Statement of
Additional Information ("SAI").
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ADDITIONAL RISK INFORMATION
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The following is a list of certain risks that may apply to
your investment in a Fund. Further information about investment risks is
available in the Funds' SAI.
o Small Company Risk: Companies in which the Funds
invest may be more vulnerable than larger companies
to adverse business or economic developments.
Micro-cap, small-cap and mid-cap companies may also
have limited product lines, markets or financial
resources, may be dependent on relatively small or
inexperienced management groups and may operate in
industries characterized by rapid technological
obsolescence. Securities of such companies may be
less liquid and more volatile than securities of
larger companies and therefore may involve greater
risk than investing in larger companies.
o Micro-Cap Risk: Investments by the Micro-Cap Fund in small, new
or unseasoned companies which may be in their early stages of
development, or small companies positioned in new and emerging
industries where the opportunity for rapid growth is expected to
be above average are subject to additional risks. Micro-cap
companies may have relatively small revenues, limited or very
focused product lines, and small shares of the market for their
products or services or very large shares of an emerging market.
These companies may lack depth of management, they may be unable
to internally generate the funds necessary for growth or
potential development or to generate such funds through external
financing on favorable terms, or they may be developing or
marketing new products or
- 13 -
services for which markets are not yet established and may never
become well established. Due to these and other factors, such
companies may suffer significant losses and investments in such
companies will be volatile and are therefore speculative.
Historically, micro-cap stocks have been more volatile in price
than larger capitalization stocks. Among the reasons for the
greater price volatility of these securities are the lower
degree of liquidity in the markets for such stocks, and the
potentially greater sensitivity of such small companies to
changes in or failure of management and in many other changes
in competitive, business, industry and economic conditions,
including risks associated with limited product lines, markets,
management depth, or financial resources. Besides exhibiting
greater volatility, micro-cap and small-cap stocks may, to a
degree, fluctuate independently of larger company stocks.
Micro-cap and small-cap stocks may decline in price as large
company stocks rise, or rise in price as large company stocks
decline. Investors should therefore expect that the price of the
Micro-Cap Fund's shares will be more volatile than the shares
of a fund that invests in larger capitalization stocks.
o Growth Investing Risk: The risk that an investment in a
growth-oriented fund may be more volatile than the rest of the
U.S. market as a whole.
o Derivatives Risk: Some of a Fund's investments may be
referred to as "derivatives" because their value
depends on, or is derived from, the value of an
underlying asset, reference rate or index. These
investments include options, futures contracts and
similar investments that may be used in hedging, risk
management, or other fund management purposes
consistent with a Fund's investment objective. The
market value of derivative instruments and securities
is sometimes more volatile than that of other
investments, and each type of derivative may pose its
own special risks. As a fundamental policy, no more
than 15% of a Fund's total assets may at any time be
committed or exposed to derivative strategies.
o Foreign Security Risk: Foreign investments involve
risks relating to political, economic, regulatory or
social instability, military action or unrest, or
diplomatic developments and may be affected by
actions of foreign governments adverse to the
interest of U.S. investors.
o Currency Risk: The risk related to investments
denominated in foreign currencies. Foreign securities
are usually denominated in foreign currency;
therefore, changes in foreign currency exchange rates
affect the net asset value of the Funds.
o IPO Risk: The Funds may purchase securities of
companies engaged in their initial public offerings
("IPOs"). The price of securities purchased in IPOs
can be very volatile. The effect of IPO investments
on a Fund's performance depends on a variety of
factors, including the number of IPOs
- 14 -
a Fund invests in relative to the size of a Fund, and
whether and to what extent a security purchased in an IPO
appreciates or depreciates in value. As a Fund's
asset base increases, IPOs often have a diminished
effect on fund performance.
o Liquidity Risk: The risk that certain securities may be difficult
or impossible to sell at the time and the price that the seller
would like. While the markets in securities of small companies
have grown rapidly in recent years, such securities may trade less
frequently and in smaller volumes than more widely held
securities. The values of these securities may fluctuate more
sharply than those of other securities, and a Fund may experience
some difficulty in establishing or closing out positions in these
securities at prevailing market prices. There may be less publicly
available information about the issuers of these securities or
less market interest in such securities than in the case of larger
companies, and it may take a longer period of time for the prices
of such securities to reflect the full value of their issuers'
underlying earnings potential or assets. Forced liquidations of a
Fund could result in adverse price fluctuations in securities held
and in a Fund's overall value.
o Market Risk: The risk that the market value of a
security may fluctuate, sometimes rapidly and
unpredictably. The prices of equity securities change
in response to many factors including the historical
and prospective earnings of the issuer, the value of
its assets, general economic conditions, interest
rates, investor perceptions and market liquidity.
o Valuation Risk: The risk that a Fund has valued certain of its
securities at a higher price than it can sell them.
- 15 -
________________________________________________________________________________
FINANCIAL HIGHLIGHTS
________________________________________________________________________________
The financial highlights table is intended to help you
understand a Fund's financial performance since its inception. Certain
information reflects financial results for a single Investor Share of a Fund.
The total returns in the tables represent the rate that you would have earned
(or lost) on an investment in a Fund assuming reinvestment of all dividends and
other distributions. Financial highlights have been audited by Ernst & Young
LLP, whose reports, along with each Fund's financial statements, are included in
the Annual Report, which is available, without charge, upon request.
For the
Period
December 14,
2000(1)
For the Fiscal Years Ended June 30, through
Mid-Cap Fund - Investor Shares + June 30, 2001
________________
2005 2004 2003 2002
__________ __________ __________ _______
Net Asset Value - Beginning of Period $5.38 $4.24 $4.32 $5.55 $5.00
__________ __________ __________ _______ _________
Investment Operations:
Net investment loss(2) (0.05) (0.05) (0.05) (0.06) (0.04)
Net realized and unrealized
gain (loss) on investments 0.52 1.19 (0.03) (1.08) 0.59
__________ __________ __________ _______ _________
Total from investment operations 0.47 1.14 (0.08) (1.14) 0.55
__________ __________ __________ _______ _________
Distributions:
From net realized gains (0.01) - - (0.09) -
__________ __________ __________ _______ _________
Net Asset Value - End of Period $5.84 $5.38 $4.24 $4.32 $5.55
========== ========== ========== ======= =========
Total Return(3)
Ratios (to average net assets)/Supplemental 8.75% 26.89% (1.85)% (20.82)% 11.00%**
Data:(4)
Expenses:
Including waivers/reimbursements 1.55% 1.55% 1.55% 1.55% 1.55%*
Excluding waivers/reimbursements 2.59% 5.18% 38.22% 63.66% 228.87%*
Net investment loss (1.03%) (1.05)% (1.07)% (1.30)% (1.22)%*
Portfolio Turnover 110% 79% 119% 116% 47%**
Net assets at end of period (000 omitted) $11,689 $12,750 $1,037 $508 $81
____________________________________________
+ Formerly known as "Class A Shares."
* Annualized.
** Not annualized.
(1) Commencement of operations.
(2) The net investment loss per share was calculated using average shares
outstanding method.
(3) Excluding sales charge. Prior to July 1, 2005, Investor Shares were subject
to a maximum front-end sales load of 5.50%. To date, no investor has been
charged a sales load for the purchase of Investor Shares. Investor Shares
no longer charge any sales load
(4) For the periods presented, the Fund operated as a feeder fund in a
master-feeder structure. The expense and net investment income (loss)
ratios include expenses allocated from the master fund, WT Investment Trust
I - Mid Cap Series (the "Series"), and the portfolio turnover rate reflects
investment activity of the Series. Effective July 1, 2005, the Fund no
longer operates in a master-feeder structure.
- 16 -
For the Period
September 30, 2004(1)
Through
Small-Cap Growth Fund - Investor Shares June 30, 2005
_____________________________
Net Asset Value - Beginning of Period ............... $15.48
_____________________________
Investment operations:
Net investment loss(2) ............................. (0.15)
Net realized and unrealized gain on investments...... 1.64
_____________________________
Total from investment operations ................. 1.49
_____________________________
Distributions:
From net realized gains (0.35)
_____________________________
Net Asset Value - End of Period ..................... $16.62
=============================
Total Return ........................................ 9.60%**
Ratios (to average net assets)/supplemental data:(3)
Expenses:
Including waivers/reimbursements ................. 1.60%*
Excluding waivers/reimbursements ................. 236.10%*
Net investment loss .............................. (1.28)%*
Portfolio turnover rate ............................. 161%**
Net assets at end of period (000 omitted)............ $5
_______________________________
* Annualized.
** Not annualized.
(1) Commencement of operations.
(2) The net investment loss per share was calculated using average shares
outstanding method.
(3) For the period presented, the Fund operated as a feeder fund in a
master-feeder structure. The expense and net investment income (loss)
ratios include expenses allocated from the master fund, WT Investment Trust
I - Small Cap Growth Series (the "Series"), and the portfolio turnover rate
reflects investment activity of the Series. Effective July 1, 2005, the
Fund no longer operates in a master-feeder structure.
- 17 -
MANAGEMENT OF THE FUNDS
The Board of Trustees of WT Mutual Fund (the "Trust")
supervises the management, activities and affairs of the Funds and has approved
contracts with various organizations to provide, among other services, the
day-to-day management required by a Fund and its shareholders.
________________________________________________________________________________
INVESTMENT ADVISER
________________________________________________________________________________
Roxbury Capital Management, LLC ("Roxbury"), 100 Wilshire Boulevard,
Suite 1000, Santa Monica, California 90401, serves as the investment adviser to
the Funds. As the Funds' investment adviser, Roxbury has overall
responsibility for directing the Funds' investments. Roxbury provides
investment advisory services to mutual funds and other institutional
accounts, including corporations, union and pension accounts, foundations,
and endowments, as well as to individuals. As of September 30, 2005,
Roxbury had assets under management of approximately $3 billion.
For the fiscal year ended June 30, 2005, Roxbury received, after
waivers and reimbursements, an advisory fee of 0.04%, 1.00% and 0.00% of the
average daily net assets of the Mid-Cap Fund, Small-Cap Fund and Micro-Cap
Fund, respectively. Roxbury may make payments to dealers, financial
intermediaries or service providers out of its own resources, including
revenue from the advisory fees received from a Fund. These payments may be
made to compensate the recipient for marketing support services and
shareholder service activities.
________________________________________________________________________________
FUND MANAGERS
________________________________________________________________________________
Each Fund manager's business experience and educational background is
provided below. The Funds' SAI provides additional information about the
Fund managers' compensation, other accounts managed by the Fund managers
and the managers' ownership of securities in the Funds.
Roxbury Mid-Cap Fund
Alfred J. Lockwood, CPA, CFA is the portfolio manager of the Mid-Cap
Fund and is also responsible for general research on small- to mid-cap
companies. Mr. Lockwood's participation in Roxbury's Investment Committee
provides additional access to research and investment ideas. Mr. Lockwood
joined Roxbury in 1992 and is the manager of Roxbury's small- to mid-cap
strategies. He is Co-Chief Investment Officer and a member of Roxbury's
Investment Committee. Mr. Lockwood's CPA background complements his
securities analysis in researching mid-size growth companies. His previous
experience as an Audit Manager for Ernst & Young exposed him to many
company managements, primarily in the small- to mid-cap areas and across a
diverse range of industries, including distribution, healthcare, technology
and others. Mr. Lockwood has particular skill in assessing a company's
complete business context relative to its competitors and the marketplace.
A skilled numbers man, he likes to look beyond the numbers for undervalued
or misunderstood investment opportunities. Mr. Lockwood received a B.S.
from California State University, Northridge.
- 18 -
Roxbury Small-Cap Growth Fund
The day-to-day management of the Fund is the responsibility of
Roxbury's Small-Cap Growth Investment Team, which includes the individuals
listed below. The Investment Team meets regularly to make investment decisions
for the Fund.
Steve Marshman, CFA joined Roxbury in July of 2002 and has thirteen
years of investment management experience. From 1995 to July 2002, Mr. Marshman
was with Columbia Management Group ("Columbia") where he was a Fund Manager
on the Small/Mid Cap Investment Team as well as an Equity Analyst focusing
on small/mid-cap securities. His responsibilities at Columbia also included
management of Columbia's Technology Fund. Prior to joining Columbia, Mr.
Marshman was a fighter pilot in the US Air Force. He has a B.S. from the US
Air Force Academy and an M.B.A. from Golden Gate University.
Robert Marvin, CFA, CPA joined Roxbury in July 2002 and has thirteen
years of investment management experience. From 1998 to July 2002, Mr. Marvin
was with Columbia where he was a Fund Manager on the Small/Mid Cap Investment
Team as well as an Equity Analyst focusing on small/mid-cap securities.
Prior to joining Columbia, he was Vice President and Consumer Analyst for
The Seidler Companies, a Los Angeles based boutique research and brokerage
firm. Mr. Marvin began his career at Deloitte & Touche where he earned his
CPA and became a Senior Consultant. He has a B.S. from the University of
California, Berkeley and an M.B.A. from UCLA.
Brian Smoluch, CFA joined Roxbury in July 2002 and has nine years of
investment management experience. From 1998 to July 2002, Mr. Smoluch was
with Columbia where he was a Fund Manager on the Small/Mid-Cap Investment
Team as well as an Equity Analyst focusing on small/mid-cap securities.
From July 1994 to June 1996, he was a Financial Analyst at Salomon Brothers
Investment Banking in New York City. He has a B.S. from the University of
Virginia and an M.B.A. from Harvard University.
Roxbury Micro-Cap Fund
Laurie Burstein, PhD, CFA is responsible for the day-to-day management
of the Micro-Cap Fund. Ms. Burstein joined Roxbury in April 2004 to lead the
micro-cap equity strategy bringing fourteen years of investment management
and research experience. She founded Oakwood Capital Management, Inc.
("Oakwood") in 1996 and began managing client assets in the micro-cap
equity strategy in January 1997. Prior to founding Oakwood, Ms. Burstein
was a portfolio manager at Logan Capital Group where she managed a small
capitalization growth stock portfolio. She also served as the firm's
Director of Research. Ms. Burstein started her investment management career
at Provident Mutual Management Company where she managed a balanced mutual
fund, served as an assistant portfolio manager for the company's Growth
Fund and provided research analysis to all funds in eight consumer industry
groups. She has a B.S. from the University of Pennsylvania, a Ph.D. in
Psychology from Temple University, and an M.B.A. from the Wharton School of
Business.
- 19 -
Micro-Cap Fund Manager's Prior Performance
__________________________________________
Shown below is performance information for a composite of separate
accounts (the "Composite") managed by the Micro-Cap Fund's portfolio manager,
Ms. Burstein, since January 1997 using a micro-cap strategy with substantially
similar investment objective, policies and strategies. For the periods for
which performance information is provided, no other person played a
significant role in managing the Composite. At December 31, 2004, the
Composite consisted of 18 accounts and $3.14 million in assets. The results
presented are not intended to predict or suggest the return to be
experienced by the Micro-Cap Fund or the return you might achieve by
investing in that Fund.
You should not rely on the following performance data as an indication
of future performance of the adviser or of the Micro-Cap Fund.
Among other reasons, the Micro-Cap Fund's results may be different
because of differences in fees and expenses, and the accounts in the Composite
are not subject to the same type of expenses to which the Micro-Cap Fund is
subject, nor to the diversification requirements, specific tax restrictions
and investment limitations imposed on the Micro-Cap Fund by the Investment
Company Act of 1940, or the Internal Revenue Code of 1986. The performance
of the accounts in the Composite may have been adversely affected had they
been subject to the same expenses, restrictions and limitations.
TOTAL RETURN OF COMPOSITE OF
SIMILARLY MANAGED MICRO-CAP ACCOUNTS
_______________________________________________________________________________
Composite Composite Russell 2000
Gross of Fees Net of Fees Growth Russell 2000
_______________________________________________________________________________
1 year to 12/31/04 19.27% 18.01% 14.31% 18.33%
_______________________________________________________________________________
3 years to 12/31/04 16.75% 15.10% 5.79% 11.48%
_______________________________________________________________________________
5 years to 12/31/04 14.21% 12.57% -3.57% 6.61%
_______________________________________________________________________________
7 years to 12/31/04 21.16% 19.58% -2.73% 7.20%
_______________________________________________________________________________
Please read the following important notes concerning the Composite:
1. The results shown above (1) represent a composite of all discretionary,
fee paying, separate accounts managed using the micro-cap strategy for
at least one month, (2) reflect the reinvestment of any dividends or
capital gains, and (3) are shown after the deduction of advisory,
brokerage or other expenses (excluding fees such as custody fees which
are paid separately by the investor).
2. All returns are based in U.S. dollars and are computed using a
time-weighted total rate of return.
3. If the Micro-Cap Fund's expenses were reflected in the performance of
the Composite, such performance would be lower than shown. The
composite's results were calculated in accordance with the CFA
Institute (formerly the Association for Investment Management and
Research ("AIMR")) mutual fund performance calculation methodology but
not in accordance with SEC-mandated mutual fund performance calculation
methodology. The CFA Institute has not been involved in the preparation
or review of this information.
- 20 -
Results may have been different if the SEC methodology had been used
instead of the AIMR methodology. Past performance is not an indication
of future results.
4. The Russell 2000 Index is a passive index that includes the smallest
2,000 stocks in the Russell 3000 Index as measured by market
capitalization, to determine their growth or value characteristics. The
Russell 2000 Growth Index is formed by assigning a style composite
score to all of the companies in the Russell 2000 Index. The indices
reflect the reinvestment of dividends but do not reflect fee, brokerage
commissions or other expenses of investing. You cannot invest in an
index.
- 21 -
________________________________________________________________________________
SERVICE PROVIDERS
________________________________________________________________________________
The chart below provides information on the primary service providers.
Asset
management
Investment Adviser
Roxbury Capital Management LLC
100 Wilshire Boulevard, Suite 1000
Santa Monica, CA 90401
Manages the Funds' business and investment activities.
Fund
Operations
Administrator and
Accounting Agent
PFPC Inc.
301 Bellevue Parkway
Wilmington, DE 19809
Provides facilities, equipment and personnel
to carry out administrative services related to
the Funds and calculates the Funds' NAV
and distributions.
WT MUTUAL FUND
Roxbury Mid-Cap Fund
Roxbury Small-Cap Growth Fund
Roxbury Micro-Cap Fund
Distribution
Distributor
Professional Funds Distributor, LLC
760 Moore Road
King of Prussia, PA 19406
Distributes the Funds' shares.
Shareholder
Services
Transfer Agent
PFPC Inc.
760 Moore Road
King of Prussia, PA 19406
Handles shareholder services, including
recordkeeping and statements, payment
of distribution and processing of buy
and sell requests.
Asset
Safe Keeping
Custodian
Wilmington Trust Company
1100 North Market Street
Wilmington, DE 19890
Holds the Fund's assets, settles all Fund
trades and collects most of the valuation
data required for calculating the Funds'
NAV per share
- 22 -
SHAREHOLDER INFORMATION
________________________________________________________________________________
PRICING OF SHARES
________________________________________________________________________________
The price of each Fund's shares is based on its net asset value
("NAV"). Each Fund values its assets based on current market values when such
values are available. These prices normally are supplied by an independent
pricing service. Any assets held by a Fund that are denominated in foreign
currencies are valued daily in U.S. dollars at the foreign currency
exchange rates that are prevailing at the time that PFPC Inc. ("PFPC")
determines the daily NAV per share. To determine the value of those
securities, PFPC may use a pricing service that takes into account not only
developments related to specific securities, but also transactions in
comparable securities.
Securities that do not have a readily available current market value
are valued in good faith using procedures adopted by the Board of Trustees.
When a Fund uses fair value pricing to determine NAV, securities will not
be priced on the basis of quotations from the primary market in which they
are traded, but rather may be priced by another method that the Board of
Trustees believes accurately reflects fair value. The Funds' policy is
intended to result in a calculation of a Fund's NAV that fairly reflects
security values as of the time of pricing. However, fair values determined
pursuant to the Funds' procedures may not accurately reflect the price that
a Fund could obtain for a security if it were to dispose of that security
as of the time of pricing.
PFPC determines the NAV per share of the Funds as of the close of
regular trading on the New York Stock Exchange ("Exchange") (currently 4:00 p.m.
Eastern time) on each day that the Exchange and the transfer agent are open
for business (each, a "Business Day"). The NAV is calculated by adding the
value of all securities and other assets in a Fund, deducting its
liabilities and dividing the balance by the number of outstanding shares in
a Fund. The price at which a purchase, redemption or exchange is effected
is based on the next calculation of NAV after the order is received by an
authorized financial institution or the transfer agent and, under no
circumstances will any order be accepted for purchase, redemption or
exchange after the NAV calculation. Shares will only be priced on business
days. In addition, foreign securities held by a Fund may trade on weekends
or other days when the Fund does not calculate NAV. As a result, the market
value of these investments may change on days when shares of the Funds
cannot be bought or sold.
________________________________________________________________________________
PURCHASE OF SHARES
________________________________________________________________________________
Fund shares are offered on a continuous basis and are sold without any
sales charges. The minimum initial investment in the Funds' Investor Shares
is $2,000. Additional investments may be made in any amount. You may
purchase shares as specified below.
Investors may purchase shares of a Fund through financial
intermediaries such as financial consultants, securities brokers, dealers or
benefit plan administrators. Investors should contact their financial
intermediary directly for appropriate instructions, as well as for
- 23 -
information pertaining to account and any servicing or transaction fees that may
be charged. Some financial intermediaries may appoint subagents.
The Funds reserve the right to change the criteria for eligible
investors and investment minimums.
By Mail: You may purchase shares by sending a check drawn on a U.S.
bank payable to Roxbury Funds, indicating the name and class of the Fund, along
with a completed application (included at the end of this prospectus). If a
subsequent investment is being made, the check should also indicate your
Fund account number. When you make purchases by check, the Funds may
withhold payment on redemptions until it is reasonably satisfied that the
funds are collected (which can take up to 10 days). If you purchase shares
with a check that does not clear, your purchase will be canceled and you
will be responsible for any losses or fees incurred in that transaction.
Send the check and application to:
Regular mail: Overnight mail:
_____________ _______________
Roxbury Funds Roxbury Funds
c/o PFPC Inc. c/o PFPC Inc.
P.O. Box 9828 101 Sabin Street
Providence, RI 02940 Pawtucket, RI 02860-1427
By Wire: You may purchase shares by wiring federal funds readily
available. Please call PFPC at (800) 497-2960 for instructions and to make
specific arrangements before making a purchase by wire, and if making an initial
purchase, to also obtain an account number.
Additional Information Regarding Purchases: Purchase orders received by
the transfer agent before the close of regular trading on the Exchange on any
Business Day will be priced at the NAV that is determined as of the close
of trading. Purchase orders received after the close of regular trading on
the Exchange will be priced as of the close of regular trading on the
following Business Day.
Any purchase order may be rejected if a Fund determines that accepting
the order would not be in the best interest of the Fund or its shareholders.
It is the responsibility of the financial intermediary to
transmit orders for the purchase of shares by its customers to the transfer
agent and to deliver required funds on a timely basis, in accordance with the
procedures stated above.
For information on other ways to purchase shares, including
through an individual retirement account (IRA), an Automatic Investment Plan or
a Payroll Investment Plan, please refer to the Funds' SAI.
________________________________________________________________________________
REDEMPTION OF SHARES
________________________________________________________________________________
You may sell (redeem) your shares on any Business Day. Redemptions are
effected at the NAV next determined after the transfer agent has received your
redemption
- 24 -
request. If held for more than 60 days, there is no fee when Fund shares are
redeemed. If shares are redeemed within 60 days of purchase, a redemption fee of
1.00% for the Mid-Cap and Small-Cap Funds and 2.00% for the Micro-Cap Fund on
the redemption amount may be charged. (See "Redemption Fee" below.) It is the
responsibility of the financial intermediary to transmit redemption orders and
credit their customers' accounts with redemption proceeds on a timely basis.
Redemption checks are mailed on the next Business Day following receipt by the
transfer agent of redemption instructions, but never later than 7 days following
such receipt. Amounts redeemed by wire are normally wired on the date of receipt
of redemption instructions (if received by the transfer agent before 4:00 p.m.
Eastern time) or the next Business Day (if received after 4:00 p.m. Eastern time
or on a non-Business Day), but never later than 7 days following such receipt.
If you purchased your shares through a financial intermediary you should contact
the financial intermediary for information relating to redemptions. The Fund's
name and your account number should accompany any redemption requests.
Redemption Fees: A redemption fee of 1.00% in the case of the Mid-Cap
and Small-Cap Funds and 2.00% in the case of the Micro-Cap Fund of the total
redemption amount (calculated at market value) may be imposed if you sell
your shares within 60 days (the "Holding Period") of your purchase of such
shares. This fee will apply to redemptions processed for the purpose of
receiving redemption proceeds or processing an exchange between the Roxbury
Funds (a list of which is shown under the heading "EXCHANGE OF SHARES"
below). This fee is paid directly to the respective Fund and is designed to
offset brokerage commissions, market impact and other costs associated with
short-term trading. For purposes of determining whether this fee applies,
the shares that you have held the longest will be redeemed or exchanged
first, however, shares purchased through the reinvestment of dividends or
capital gain distributions or shares purchased with retirement plan
contributions (e.g., payroll contributions) will not be matched with
redemptions or exchanges for purposes of calculating the Holding Period.
This fee will not apply in certain circumstances, including (i) shares
redeemed (A) via a systematic withdrawal plan approved by the adviser, (B)
through an automatic, nondiscretionary rebalancing or asset reallocation
program approved by the adviser, (C) as part of a retirement plan
participant-directed distribution, including but not limited to, death
distributions, hardship withdrawals, loan withdrawals and qualified
domestic relations orders, (D) as part of a retirement plan termination or
restructuring, (E) to effect a transfer from one retirement plan to another
retirement plan in the same Fund, or (F) by a Fund to cover various fees;
or (ii) shares converted from one share class to another in the same Fund.
See "EXCHANGE OF SHARES" for additional information regarding the exchange
of shares of a Roxbury Fund.
Frequent Purchases and Redemptions: The Funds are intended to be
long-term investment vehicles and are not designed to provide investors with a
means of speculating on short-term market movements (market timing). Frequent
purchases and redemptions of Fund shares can disrupt the management of a
Fund, negatively affect a Fund's performance, and increase expenses for all
of a Fund's shareholders. In particular, frequent trading can: (i) force a
Fund's portfolio managers to hold larger cash positions than desired
instead of fully investing the Fund, which can result in lost investment
opportunities; (ii) cause unplanned and inopportune portfolio turnover in
order to meet redemption requests; (iii) increase broker-dealer commissions
and other transaction costs as well as administrative costs for a Fund; and
(iv) trigger taxable gains for other shareholders. Also, some frequent
traders engage in arbitrage strategies, by
- 25 -
which these traders seek to exploit pricing anomalies that can occur when a Fund
invests in securities that are thinly traded (for example some small
capitalization stocks) or are traded primarily in markets outside of the United
States. Frequent traders using arbitrage strategies can dilute a Fund's NAV for
long-term shareholders.
If you intend to trade frequently or use market timing investment
strategies, you should not purchase shares of the Funds.
The Board of Trustees has adopted policies and procedures with respect
to frequent purchases and redemptions of Fund shares. The Funds' policy is
intended to discourage excessive trading in a Fund's shares that may harm
long-term investors and to make reasonable efforts to detect and deter
excessive trading. The Funds reserve the right to reject any purchase order
or exchange request at any time and for any reason, without prior written
notice. The Funds may, in certain circumstances, reverse a transaction
determined to be abusive.
The Funds will generally monitor trading activity within a 90-day
period. The Funds may consider trading activity over a longer period than 90
days and may take into account market conditions, the number of trades and the
amount of the trades in making such determinations. In applying these
policies, the Funds consider the information available to it at the time
and may consider trading activity in multiple accounts under common
ownership, control or influence.
When excessive or short-term trading is detected, the party involved
may be banned from future trading in a Fund. Judgments related to the rejection
of purchase and the banning of future trades are inherently subjective and
involve some selectivity in their application. Roxbury will seek to make
judgments and applications that are consistent with the interests of the
affected Fund's shareholders.
The Funds' policies for deterring excessive trading in Fund shares are
intended to be applied uniformly to all Fund shareholders to the extent
practicable. Some intermediaries, however, maintain omnibus accounts in
which they aggregate orders of multiple investors and forward the
aggregated orders to the Fund. Because the Funds receive these orders on an
aggregated basis and because these omnibus accounts may trade with numerous
fund families with differing market timing policies, a Fund is
substantially limited in its ability to identify or deter excessive traders
or other abusive traders. The transfer agent for the Funds will use its
best efforts to obtain the cooperation of intermediaries to identify
excessive traders and to prevent or limit abusive trading activity, to the
extent practicable. Nonetheless, a Fund's ability to identify and deter
frequent purchases and redemptions of a Fund's shares through omnibus
accounts is limited, and a Fund's success in accomplishing the objectives
of the policies concerning excessive trading in Fund shares in this context
depends significantly upon the cooperation of the intermediaries, which may
have adopted their own policies regarding excessive trading which are
different than those of the Funds.
By Mail: If you redeem your shares by mail, you should submit written
instructions with a "signature guarantee." A signature guarantee verifies the
authenticity of your signature. You can obtain one from most banking
institutions or securities brokers, but not from
- 26 -
a notary public. You must indicate the Fund name and class, your account number
and your name. The written instructions and signature guarantee should be
mailed to:
Regular mail: Overnight mail:
_____________ _______________
Roxbury Funds Roxbury Funds
c/o PFPC Inc. c/o PFPC Inc.
P.O. Box 9828 101 Sabin Street
Providence, RI 02940 Pawtucket, RI 02860-1427
By Telephone: If you prefer to redeem your shares by telephone you may
elect to do so. However there are risks. The Funds have safeguards and
procedures to confirm the identity of callers and to confirm that the
instructions communicated are genuine. If such procedures are followed, you
will bear the risk of any losses.
Additional Information Regarding Redemptions: Redemption proceeds may
be wired to your predesignated bank account in any commercial bank in the United
States if the amount is $1,000 or more. The receiving bank may charge a fee for
this service. For amounts exceeding $10,000, proceeds may be mailed to your
bank.
In order to authorize the transfer agent to mail redemption proceeds to
your account address of record, complete the appropriate section of the
Application for Telephone Redemptions or include your account address of
record when you submit written instructions. You may change the account
that you have designated to receive amounts redeemed at any time. Any
request to change the account designated to receive redemption proceeds
should be accompanied by a signature guarantee. A signature and a signature
guarantee are required for each person in whose name the account is
registered. Further documentation will be required to change the designated
account when a corporation, other organization, trust, fiduciary or other
institutional investor holds the Fund shares.
If shares to be redeemed represent a recent investment made by
check, the Funds reserve the right to withhold the redemption proceeds available
until it believes that the check has been collected (which could take up to 10
days).
Small Accounts: If the value of your account falls below the investment
minimum, the Funds may ask you to increase your balance. If the account
value is still below the investment minimum after 60 days, the Funds may
close your account and send you the proceeds. The Funds will not close your
account if it falls below the investment minimum solely as a result of a
reduction in your account's market value.
For additional information on other ways to redeem shares, please refer
to the Fund's SAI.
________________________________________________________________________________
EXCHANGE OF SHARES
________________________________________________________________________________
You may exchange all or a portion of your shares in a Fund for Investor
Shares of the following funds ("Roxbury Funds"):
- 27-
Roxbury Mid-Cap Fund
Roxbury Small-Cap Growth Fund
Roxbury Micro-Cap Fund
Redemption of shares through an exchange will be effected at the NAV
per share next determined after the transfer agent receives your request. A
purchase of shares through an exchange will be effected at the NAV determined at
that time or as next determined thereafter. See "Taxes" for a discussion of the
tax effect on an exchange of shares.
Exchange transactions will be subject to the minimum initial investment
and other requirements of a Fund into which the exchange is made. An exchange
may not be made if the exchange would leave a balance in a shareholder's account
of less than $2,000.
Fees on Exchanges: If held for more than 60 days, there is no fee when
Fund shares are redeemed to process an exchange for your account. If shares are
redeemed within 60 days of purchase, a redemption fee of 1.00% for the Mid-Cap
and Small-Cap Funds and 2.00% for the Micro-Cap Fund on the redemption amount
necessary for the exchange may be charged. See "Redemption of Shares" for
additional information regarding redemptions and this fee.
To obtain prospectuses of the Roxbury Funds, you may call
(800) 497-2960. To obtain more information about exchanges, or to place exchange
orders, contact the transfer agent, or, if your shares are held in an account
with a financial intermediary, contact the financial intermediary. The Funds may
terminate or modify the exchange offer described here and will give you 60
days' notice of such termination or modification. This exchange offer is
valid only in those jurisdictions where the sale of the Fund's shares to be
acquired through such exchange may be legally made.
________________________________________________________________________________
DISTRIBUTIONS
________________________________________________________________________________
Distributions from the net investment income, if any, of a Fund are
declared and paid annually to you. Any net capital gain realized by a Fund will
be distributed annually.
Distributions are payable to the shareholders of record at the time the
distributions are declared (including holders of shares being redeemed, but
excluding holders of shares being purchased). All distributions are reinvested
in additional shares, unless you elect to receive the distributions in cash.
Shares become entitled to receive distributions on the day after the shares are
issued.
________________________________________________________________________________
TAXES
________________________________________________________________________________
As long as a Fund meets the requirements for being a "regulated
investment company," it pays no Federal income tax on the earnings and
gains it distributes to shareholders. While the Funds may invest in
securities that earn interest exempt from Federal income tax, the
Funds invests primarily in taxable securities. The Funds'
distributions of net investment income and net short-term capital
gains, if any, whether received in cash or reinvested in additional
Fund
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shares, are generally taxable to you as ordinary income. If a
Fund has dividend income that qualifies as qualified dividend income,
as provided in the Jobs and Growth Tax Relief Reconciliation Act of
2003, the maximum amount allowable will be designated by the Fund and
such amount will be taxable to individual shareholders at a stated
maximum rate of 15%. The Funds will notify you following the end of
the calendar year of the amount of dividends and other distributions
paid that year.
A Fund's distribution of a net capital gain, if any, whether
received in cash or reinvested in additional Fund shares, are taxable to you as
long-term capital gain regardless of the length of time you have held your
shares. You should be aware that if Fund shares are purchased shortly before the
record date for any dividend or net capital gain distribution, you will pay the
full price for the shares and will receive some portion of the price back as a
taxable distribution. The Funds anticipate the distribution of net capital
gains.
It is a taxable event for you if you sell or exchange Fund shares.
Depending on the purchase price and the sale price of the shares you
exchange, you may have a taxable gain or loss on the transaction. You are
responsible for any tax liability generated by your transactions.
State and Local Income Taxes: You should consult your tax adviser
concerning state and local taxes, which may have different consequences from
those of the Federal income tax law.
This section is only a summary of some important income tax
considerations that may affect your investment in a Fund. Any discussion of tax
matters contained in this prospectus is not intended or written to be used, and
cannot be used, for the purpose of avoiding any penalties that may be
imposed under the Federal tax laws. More information regarding those
considerations appears in our SAI. You are urged to consult your tax
adviser regarding the effects of an investment on your tax situation.
DISTRIBUTION ARRANGEMENTS
Professional Funds Distributor, LLC manages the Funds' distribution
efforts and provides assistance and expertise in developing marketing plans and
materials, enters into dealer agreement with broker-dealers to sell shares
and provide shareholder support services, directly or through affiliates.
The Investor Shares of the Funds do not charge any sales loads, deferred
sales loads or other fees in connection with the purchase of shares.
Roxbury may pay brokers, financial intermediaries or service providers an
amount calculated as a percentage of assets held by customers of the
recipient. Please contact your broker, financial intermediary or service
provider for details about payments it may receive.
________________________________________________________________________________
SHAREHOLDER SERVICE FEES
________________________________________________________________________________
The Board of Trustees has adopted a shareholder service plan
authorizing Investor Shares of the Mid-Cap Fund, Small-Cap Fund and Micro-Cap
Fund to pay service providers an annual fee not exceeding 0.25% of the Fund's
average daily net assets of its Investor Shares, to compensate service providers
who maintain a service relationship. Service activities provided
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under this plan include: (a) establishing and maintaining shareholder accounts
and records, (b) answering shareholder inquiries, (c) assisting in share
purchases and redemptions, (d) providing statements and reports to shareholders,
and (e) providing other related services requested by shareholders. Roxbury may
also provide services to certain accounts holding Investor Shares of the Mid-Cap
Fund and receive the applicable shareholder service fee.
________________________________________________________________________________
SHARE CLASSES
________________________________________________________________________________
Each Fund issues Investor and Institutional Shares. Each class of
shares bears a pro rata portion of a Fund's common expenses in addition to
expenses directly attributable to that class. Institutional Shares are
offered to retirement plans and other institutional investors. Any investor
may purchase Investor Shares.
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GLOSSARY
GROWTH FUNDS:
Growth funds invest in the common stock of growth-oriented companies. Generally,
growth-oriented companies have high relative rates of growth and tend to
reinvest more of their profits into the company and pay out less to shareholders
in the form of dividends. As a result, investors in growth funds tend to receive
most of their return in the form of capital appreciation.
INVESTMENT ADVISER:
The investment adviser makes investment decisions for a mutual fund and
continuously reviews, supervises and administers the fund's investment program.
The Board of Trustees supervises the investment adviser and establishes policies
that the investment adviser must follow in its management activities.
MUTUAL FUND:
A mutual fund pools shareholders' money and, using a professional investment
manager, invests it in securities like stocks and bonds. Each of the Funds is a
separate mutual fund.
MUTUAL FUND EXPENSES:
Unlike an index, every mutual fund has operating expenses to pay for
professional advisory, shareholder distribution, administration and custody
services.
NET ASSET VALUE or "NAV:
NAV = Assets-Liabilities
__________________
Outstanding Shares
NET INVESTMENT INCOME:
Net investment income consists of interest and dividends earned by a fund on its
investments less accrued expenses.
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FOR MORE INFORMATION
FOR INVESTORS WHO WANT MORE INFORMATION ON THE FUNDS, THE FOLLOWING
DOCUMENTS ARE AVAILABLE FREE UPON REQUEST:
Annual/Semi-Annual Reports: These reports contain performance data and
information on the Funds' holdings, operating results and a discussion of the
market conditions and investment strategies that significantly affected the
Fund's performance for the most recently completed fiscal year or half-year.
Statement of Additional Information ("SAI"): The SAI provides
additional technical and legal descriptions of the Funds' policies, investment
restrictions, risks, and business structure, including a description of the
Funds' policies and procedures with respect to the disclosure of the Funds'
portfolio security holdings. The information in the SAI is incorporated into
this prospectus by reference.
Copies of these documents and answers to questions about the Funds may
be obtained without charge by contacting:
The Roxbury Funds
c/o PFPC Inc.
101 Sabin Street
Pawtucket, RI 02860-1427
(800) 497-2960
9:00 a.m. to 5:00 p.m. Eastern time
The Funds SAI and annual and semi-annual reports are also available,
free of charge, at http://www.RoxburyFunds.com. Information about the Funds,
including the SAI can be reviewed and copied at the Public Reference Room of the
Securities and Exchange Commission in Washington, D.C. Copies of this
information may be obtained, upon payment of a duplicating fee, by electronic
request at the following e-mail address: publicinfo@sec.gov, or by writing the
Public Reference Room of the SEC, Washington, DC, 20549-0102. Information on the
operation of the Public Reference Room may be obtained by calling the SEC at
(202) 942-8090. Reports and other information about the Funds may be viewed or
downloaded from the EDGAR database on the SEC's Internet site at
http://www.sec.gov.
FOR MORE INFORMATION ON OPENING A NEW ACCOUNT, MAKING CHANGES TO
EXISTING ACCOUNTS, PURCHASING, EXCHANGING OR REDEEMING SHARES, OR OTHER INVESTOR
SERVICES, PLEASE CALL (800) 497-2960.
The investment company registration number is 811-08648.
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