Roxbury Mid-Cap Fund
Roxbury Small-Cap Growth Fund
Roxbury Micro-Cap Fund *
of The Roxbury Funds
Investor Shares
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PROSPECTUS DATED AUGUST 1, 2006
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 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 ...............................................10
Example .........................................................11
Investment Objective ............................................12
Primary Investment Strategies ...................................12
Additional Risk Information .....................................16
Financial Highlights.............................................19
Details about the service providers. MANAGEMENT OF THE FUNDS
Investment Adviser ..............................................21
Fund Managers ...................................................21
Service Providers ...............................................25
Policies and instructions for opening, SHAREHOLDER INFORMATION
maintaining and closing an account in Pricing of Shares ...............................................26
the Funds. Purchase of Shares ..............................................26
Redemption of Shares ............................................28
Exchange of Shares ..............................................31
Distributions ...................................................31
Taxes ...........................................................32
Details on the Funds' share classes. DISTRIBUTION ARRANGEMENTS
Shareholder Service Fees ........................................34
Share Classes ...................................................356
GLOSSARY...............................................................35
FOR MORE INFORMATION...................................................37
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 Each of the Roxbury Mid-Cap Fund
(the "Mid-Cap Fund"), Roxbury Small-Cap
Growth Fund (the "Small-Cap Fund") and
Roxbury Micro-Cap Fund (the "Micro-Cap
Fund") seeks superior long-term growth of
capital.
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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
Strategies 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 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 buys will
increase in value.
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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, and
they 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 from calendar year to calendar year
and by showing how the Fund's average annual returns for one year, five years
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.
This performance information includes performance of Investor Shares of the
Fund's predecessor, the Roxbury Mid-Cap Fund (a series of WT Mutual Fund) (the
"Predecessor Mid-Cap Fund") for periods from December 14, 2000 through December
31, 2005. Total return would have been lower had certain fees and expenses not
been waived and/or reimbursed. 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%
2005 8.59%
Calendar Year-to-Date Total Return as of March 31, 2006: 12.90%
Best Quarter Worst Quarter
21.14% (21.76)%
(June 30, 2003) (September 30, 2004)
Investor Shares
Average Annual Total Returns as of Since Inception
December 31, 2005 1 Year 5 Years (December 14, 2000)
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Before Taxes 8.59% 4.84% 4.71%
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After Taxes on Distributions (1),(2) 7.65% 4.51% 4.39%
____________________________________________ ______________ _________________ _______________________________
After Taxes on Distributions and Sales of
Fund Shares (1),(2) 5.99% 4.00% 3.89%
____________________________________________ ______________ _________________ _______________________________
Russell Midcap Growth Index (reflects no
deduction for fees,
expenses or taxes) (3) 12.10% 1.38% 0.06%
____________________________________________ ______________ _________________ _______________________________
(1) These figures assume the reinvestment of dividends and capital gain
distributions.
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(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 measures the performance of those
companies in the Russell Midcap Index with higher price-to-book ratios
and higher forecasted growth values. The stocks are also included in
the Russell 1000 Growth Index. The Russell 1000 Growth Index measures
the performance of those companies included in the Russell 1000 Index
with higher price-to-book ratios and higher forecasted growth values.
The Russell 1000 Index measures the performance of the 1,000 largest
companies in the Russell 3000 Index, which represents approximately 92%
of the total market capitalization of the Russell 3000 Index.
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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 Fund's average annual returns for one year and since inception, both
before and after taxes, compared with those of the Russell 2000 Growth Index,
which is a broad measure of market performance. This performance information
includes performance of Investor Shares of the Fund's predecessor, the Roxbury
Small-Cap Growth Fund (a series of WT Mutual Fund) (the "Predecessor Small-Cap
Fund") for periods from September 30, 2004 through December 31, 2005. Total
return would have been lower had certain fees and expenses not been waived
and/or reimbursed. 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]
2005 7.33%
Calendar Year-to-Date Total Return as of March 31, 2006: 15.92%
Best Quarter Worst Quarter
6.80% (7.58)%
(September 30, 2005) (September 30, 2005)
Investor Shares Since Inception
Average Annual Total Returns as of December 31, 2005 1 Year (September 30, 2004)
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Before Taxes 7.33% 16.41%
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After Taxes on Distributions (1) 7.27% 15.71%
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After Taxes on Distributions and Sales of Fund Shares (1) 4.84% 13.60%
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Russell 2000 Growth Index (reflects no deduction for fees,
expenses or taxes) (2) 4.15% 15.58%
_____________________________________________________________________ __________________ _______________________
(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 measures the performance of those
companies in the Russell 2000 Index with higher price-to-book ratios and
higher forecasted growth values. The Russell 2000 Index measures the
performance of the 2,000 smallest companies in the Russell 3000 Index,
which represents approximately 8% of the total market capitalization of
the Russell 3000 Index. The Russell 3000 Index measures the performance
of the 3,000 largest U.S. companies based on market capitalization,
which represents approximately 98% of the investable U.S. equity market.
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Roxbury Micro-Cap 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 Fund's average annual returns for one year and since inception,
both before and after taxes, compared with those of the Russell Microcap
and Russell 2000 Growth Indices, which are broad measures of market
performance. The performance shown is for Institutional Shares of the Fund,
as the Investor Share Class had not yet commenced operations as December
31, 2005. This performance information includes performance of
Institutional Shares of the Fund's predecessor, the Roxbury Micro-Cap Fund
(a series of WT Mutual Fund) (the "Predecessor Micro-Cap Fund") for periods
from December 29, 2004 through December 31, 2005. 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. 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]
2005 0.50%
Calendar Year-to-Date Total Return as of March 31, 2006: 19.59%
Best Quarter Worst Quarter
5.77% (5.64)%
(June 30, 2005) (March 31, 2005)
Institutional Shares Since Inception
Average Annual Total Returns as of December 31, 2005 1 Year (December 29, 2004)
_____________________________________________________________________ __________________ _______________________
Before Taxes 0.50% 1.59%
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After Taxes on Distributions (1) 0.50% 1.59%
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After Taxes on Distributions and Sales of Fund Shares (1) 0.32% 1.35%
_____________________________________________________________________ __________________ _______________________
Russell Microcap Index (reflects no deduction for fees,
expenses or taxes) (2) 2.57% 2.62%
_____________________________________________________________________ __________________ _______________________
Russell 2000 Growth Index (reflects no deduction for fees,
expenses or taxes) (3) 4.15% 3.80%
_____________________________________________________________________ __________________ _______________________
(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 Microcap Index measures the performance of the microcap
segment, representing less than 3% of the U.S. equity market. The
Russell Microcap Index includes the smallest 1,000 securities in the
Russell 2000 Index plus the next 1,000 securities.
(3) The Russell 2000 Growth Index measures the performance of those
companies in the Russell 2000 Index with higher price-to-book ratios and
higher forecasted growth values. The Russell 2000 Index measures the
performance of the 2,000 smallest companies in the Russell 3000 Index,
which represents approximately 8% of the total market capitalization of
the Russell 3000 Index. The Russell 3000 Index measures the performance
of
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the 3,000 largest U.S. companies based on market capitalization, which
represents approximately 98% of the investable U.S. equity market.
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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 1.00%(a) 2.00%(b)
Exchange fee 1.00%(a) 2.00%(b)
(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 (2) 1.13% 0.22% 25.47%
Total Annual Fund Operating Expenses 2.13% 1.47% 27.22%
Waivers/Reimbursements (3) (0.58)% (0.00)% (24.72)%
Total Net Expenses (3) 1.55% 1.47% 2.50%
(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
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 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 estimated expenses
following the reorganization of the Predecessor Mid-Cap Fund,
Predecessor Small-Cap Fund and Predecessor Micro-Cap Fund into the
Mid-Cap Fund, Small Cap Fund and Micro-Cap Fund, respectively.
(3) 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%, 1.50% and 2.50%, respectively. The waivers will
remain in effect through December 31, 2020 for the Investor Shares of
each Fund unless otherwise agreed to by the Board of Trustees.
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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 $150 $465 $803 $1,757
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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Each of the Roxbury Mid-Cap Fund, Roxbury Small-Cap Growth Fund and
Roxbury Micro-Cap Fund seeks superior long-term growth of capital.
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 companies");
o securities convertible into common stock of mid-cap companies;
and
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 March 31, 2006 the range of market capitalizations of
companies that are in the Russell Midcap and S&P 400 Indices ("Indices") was
between $453 million and $22 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; and
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 believe 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 March 31, 2006, the
range of market capitalizations represented by companies in the these
indices was between $23 million and $5 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; and
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.
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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 space, and being alert to trends. 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 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 holdings 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
overweight or underweight certain industries and sectors
- 15 -
based on the investment adviser's opinion of the relative attractiveness of
companies within those 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 may create 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.
A description of the Funds' policies and procedures with
respect to disclosure of the Funds' portfolio securities is available in the
Funds' Statement of Additional Information ("SAI"). The Funds also may use other
strategies and engage in other investment practices, which are more fully
described in the SAI.
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ADDITIONAL RISK INFORMATION
________________________________________________________________________________
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
- 16 -
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 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.
- 17 -
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 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 incorrectly valued
certain of its securities.
- 18 -
________________________________________________________________________________
FINANCIAL HIGHLIGHTS
________________________________________________________________________________
The financial highlights tables are 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 for the periods through June 30, 2005
have been audited by Ernst & Young LLP, whose report, along with each Fund's
financial statements, are included in the Funds' Annual Report, which is
available, without charge, upon request. Financial highlights for the six-month
period ended December 31, 2005 have not been audited. The financial highlights
shown represent the performance of the Predecessor Mid-Cap Fund and Predecessor
Small-Cap Fund.
For the Six- For the
Month Period Period
Mid-Cap Fund - Investor Shares + Ended December 14,
December 31, 2000(1)
2005 For the Fiscal Years Ended June 30, through
(Unaudited) 2005 2004 2003 2002 June 30, 2001
______________ ____ ____ ____ ____ ______________
Net Asset Value - Beginning of Period...... $5.84 $5.38 $4.24 $4.32 $5.55 $5.00
_________ _______ _______ _______ _______ _________
Investment Operations:
Net investment loss (2) ................ (0.03) (0.05) (0.05) (0.05) (0.06) (0.04)
Net realized and unrealized
gain (loss) on investments............ 0.38 0.52 1.19 (0.03) (1.08) 0.59
_________ _______ _______ _______ _______ _________
Total from investment operations...... 0.35 0.47 1.14 (0.08) (1.14) 0.55
_________ _______ _______ _______ _______ _________
Distributions:
From net realized gains............. (0.22 ) (0.01) -- -- (0.09) --
_________ _______ _______ _______ _______ _________
Net Asset Value - End of Period............ $5.97 $5.84 $5.38 $4.24 $4.32 $5.55
========= ======= ======= ======= ======= =========
Total Return ............................. 5.99%** 8.75% 26.89% (1.85)% (20.82)% 11.00%**
Ratios (to average net
assets)/Supplemental
Data:(3)
Expenses:
Including expense limitations........... 1.55% * 1.55% 1.55% 1.55% 1.55% 1.55% *
Excluding expense limitations........... 2.44% * 2.59% 5.18% 38.22% 63.66% 228.87% *
Net investment loss........................ (0.86)% * (1.03%) (1.05)% (1.07)% (1.30)% (1.22)% *
Portfolio turnover rate.................... 59% ** 110% 79% 119% 116% 47% **
Net assets at end of period (000 omitted).. $13,173 $11,689 $12,750 $1,037 $508 $81
_________________________________________
+ Formerly known as "Class A Shares" for the Predecessor Mid-Cap Fund.
* Annualized.
** Not annualized.
(1) Commencement of operations.
(2) The net investment loss per share was calculated using the average
shares outstanding method.
(3) For the periods prior to July 1, 2005, the Predecessor Mid-Cap Fund
operated as a feeder fund in a master-feeder structure. The expense and
net investment loss ratios include expenses allocated from the master
fund, WT Investment Trust I - Mid Cap Series (the "Series"), and the
portfolio turnover rate reflects the investment activity of the Series.
Effective July 1, 2005, the Fund no longer operates in a master-feeder
structure.
- 19 -
For the
Six-Month
Period Ended For the Period
December 31, September 30, 2004(1)
Small-Cap Growth Fund -- Investor Shares 2005 through
(Unaudited) June 30, 2005
________________ ____________________________________
Net Asset Value - Beginning of Period ............... $16.62 $15.48
________________ ____________________________________
Investment Operations:
Net investment loss(2) .......................... (0.09) (0.15)
Net realized and unrealized gain on investments... 1.81 1.64
________________ ____________________________________
Total from investment operations .............. 1.72 1.49
________________ ____________________________________
Distributions:
From net realized gains (0.06) (0.35)
________________ ____________________________________
Net Asset Value - End of Period ..................... $18.28 $16.62
================ ====================================
Total Return ........................................ 10.36% ** 9.60% **
Ratios (to average net assets)/Supplemental
Data:(3)
Expenses:
Including waivers/reimbursements ................. 1.49% * 1.60% *
Excluding waivers/reimbursements ................. 1.52% * 236.10% *
Net investment loss ................................. (1.06)% * (1.28)% *
Portfolio turnover rate ............................. 71% ** 161% **
Net assets at end of period (000 omitted)............ $47 $5
_______________________________
* Annualized.
** Not annualized.
(1) Commencement of operations.
(2) The net investment loss per share was calculated using the average
shares outstanding method.
(3) For the period prior to July 1, 2005, the Predecessor Small-Cap Fund
operated as a feeder fund in a master-feeder structure. The expense and
net investment 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 the investment activity of the
Series. Effective July 1, 2005, the Fund no longer operates in a
master-feeder structure.
- 20 -
MANAGEMENT OF THE FUNDS
The Board of Trustees of The Roxbury Funds (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 March 31, 2006, Roxbury
had assets under management of approximately $4 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 Predecessor Mid-Cap Fund, Predecessor
Small-Cap Fund and Predecessor Micro-Cap Fund, respectively. A discussion
regarding the basis for the Board of Trustees' approval of the investment
advisory agreement for the Mid-Cap Fund, Small-Cap Fund and Micro-Cap Fund
will be available in the Funds' semi-annual report to shareholders dated
December 31, 2006. 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
- 21 -
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.
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 U.S. Air Force. He has a B.S. from the
U.S. 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.
- 22 -
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.
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 as the Micro-Cap
Fund. For the periods for which performance information is provided, no
other person played a significant role in managing the Composite. At
December 31, 2005, the Composite consisted of 17 accounts and $4.7 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 Russell 2000
Gross of Fees Net of Fees Microcap Index Growth Index
_______________________________________________________________________________
1 year to 12/31/05 2.82% 1.41% 4.15% 2.57%
_______________________________________________________________________________
3 years to 12/31/05 33.21% 31.50% 20.93% 24.88%
_______________________________________________________________________________
5 years to 12/31/05 19.29% 17.60% 2.28% 13.95%
_______________________________________________________________________________
7 years to 12/31/05 14.16% 12.60% 3.15% N/A
_______________________________________________________________________________
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).
- 23 -
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. 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 Microcap Index measures the performance of the microcap
segment, representing less than 3% of the U.S. equity market. The
Russell Microcap Index includes the smallest 1,000 securities in the
Russell 2000 Index plus the next 1,000 securities. The Russell 2000
Index measures the performance of the 2,000 smallest companies in the
Russell 3000 Index, which represents approximately 8% of the total
market capitalization of the Russell 3000 Index. The Russell 3000
Index measures the performance of the 3,000 largest U.S. companies
based on market capitalization, which represents approximately 98% of
the investable U.S. equity market. The Russell Microcap Index
encompassed only five years of historical performance data as of
December 31, 2005. The Russell 2000 Growth Index measures the
performance of those companies in the Russell 2000 Index with higher
price-to-book ratios and higher forecasted growth values. The indices
reflect the reinvestment of dividends but do not reflect fees,
brokerage commissions or other expenses of investing. You cannot
invest in an index.
- 24 -
________________________________________________________________________________
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.
THE ROXBURY FUNDS
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
PFPC Trust Company
8800 Tinicum Boulevard
Philadelphia, PA 19153
Holds the Fund's assets, settles all Fund
trades and collects most of the valuation
data required for calculating the Funds'
NAV per share.
- 25 -
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") (normally 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
- 26 -
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.
- 27 -
________________________________________________________________________________
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 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 Fees" 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
normally 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 normally are 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.
In-Kind Redemptions: Each Fund reserves the right to honor redemption
requests by making payment in whole or in part with readily marketable
securities chosen by the Fund and valued in the same way as they would be
valued for purposes of calculating the net asset value of the Fund.
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.
- 28 -
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 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
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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. 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 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
they believe that the check has been collected (which could take up to 10
days).
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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 Funds' 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"):
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.
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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
________________________________________________________________________________
The following is a summary of certain tax considerations that may be
relevant to an investor in a Fund. Except where otherwise indicated, the
discussion relates to investors who are individual United States citizens
or residents and is based on current tax law. You should consult your tax
adviser for further information regarding federal, state, local and/or
foreign tax consequences relevant to your specific situation.
Distributions: Each Fund intends to qualify as a regulated investment
company for federal tax purposes and to distribute to shareholders
substantially all of its net investment income and net capital gain each
year. Except as otherwise noted below, you will generally be subject to
federal income tax on a Fund's distributions to you, regardless of whether
they are paid in cash or reinvested in Fund shares. For federal income tax
purposes, Fund distributions attributable to short-term capital gains and
net investment income are taxable to you as ordinary income. Distributions
attributable to net capital gain (the excess of net long-term capital gains
over net short-term capital losses) of a Fund generally are taxable to you
as long-term capital gains. This is true no matter how long you own your
shares. The maximum long-term capital gain rate applicable to individuals,
estates and trusts is currently 15%. You will be notified annually of the
tax status of distributions to you.
Distributions of "qualifying dividends" will also generally be taxable
to you at long-term capital gain rates, as long as certain requirements are
met. In general, if 95% or more of the gross income of a Fund (other than
net capital gain) consists of dividends received from domestic corporations
or "qualified" foreign corporations ("qualifying dividends"), then all
distributions paid by the Fund to individual shareholders will be taxed at
long-term capital gains rates. But if less than 95% of the gross income of
a Fund (other than net capital gain) consists of qualifying dividends, then
distributions paid by the Fund to individual shareholders will be
qualifying dividends only to the extent they are derived from qualifying
dividends earned by the Fund. For the lower rates to apply, you must have
owned your Fund shares for at least 61 days during the 121-day period
beginning on the date that is 60 days before the Fund's ex-dividend date
(and the Fund will need to have met a similar holding period requirement
with respect to the shares of the corporation paying the qualifying
dividend). The amount of a Fund's distributions that qualify for this
favorable treatment may be reduced as a result of the Fund's securities
lending activities (if any), a high portfolio turnover rate or investments
in debt securities or "non-qualified" foreign corporations.
A portion of distributions paid by a Fund to shareholders who are
corporations will also qualify for the dividends-received deduction for
corporations, subject to certain holding
- 32 -
period requirements and debt financing limitations. The amount of the dividends
qualifying for this deduction may, however, be reduced as a result of a Fund's
securities lending activities, by a high portfolio turnover rate or by
investments in debt securities or foreign corporations.
Distributions from each Fund will generally be taxable to you in the
year in which they are paid, with one exception. Dividends and distributions
declared by a Fund in October, November or December and paid in January are
taxed as though they were paid on December 31.
You should note that if you buy shares of a Fund shortly before it
makes a distribution, the distribution will be fully taxable to you even though,
as an economic matter, it simply represents a return of a portion of your
investment. This is known as "buying into a dividend."
Sales and Exchanges: The sale of Fund shares is a taxable event on
which a gain or loss may be recognized. For federal income tax purposes, an
exchange of shares of one Fund for shares of another Fund is considered the
same as a sale. The amount of gain or loss is based on the difference
between your tax basis in the Fund shares and the amount you receive for
them upon disposition. Generally, you will recognize long-term capital gain
or loss if you have held your Fund shares for over twelve months at the
time you sell or exchange them. Gains and losses on shares held for twelve
months or less will generally constitute short-term capital gains, except
that a loss on shares held six months or less will be recharacterized as a
long-term capital loss to the extent of any capital gains distributions
that you have received on the shares. A loss realized on a sale or exchange
of Fund shares may be disallowed under the so-called "wash sale" rules to
the extent the shares disposed of are replaced with other shares of that
same Fund within a period of 61 days beginning 30 days before and ending 30
days after the shares are disposed of, such as pursuant to a dividend
reinvestment in shares of the Fund. If disallowed, the loss will be
reflected in an adjustment to the basis of the shares acquired.
IRAs and Other Tax-Qualified Plans: The one major exception to the
preceding tax principles is that distributions on, and sales, exchanges and
redemptions of, shares held in an IRA or other tax-qualified plan will not
be currently taxable.
Backup Withholding: The Funds may be required in certain cases to
withhold and remit to the Internal Revenue Service a percentage of taxable
dividends or gross proceeds realized upon sale payable to shareholders who have
failed to provide a correct tax identification number in the manner
required, or who are subject to withholding by the Internal Revenue Service
for failure to properly include on their return payments of taxable
interest or dividends, or who have failed to certify to a Fund when
required to do so that they are not subject to backup withholding or that
they are "exempt recipients." The withholding rate is currently 28%.
U.S. Tax Treatment of Foreign Shareholders: A foreign shareholder
generally will not be subject to U.S. withholding tax in respect of proceeds
from, or gain on, the redemption of shares or in respect of capital gain
dividends (i.e., dividends attributable to long-term capital gains of a Fund)
unless, in the case of a shareholder who is a nonresident alien individual, the
shareholder is present in the United States for 183 days or more during the
taxable
- 33 -
year and certain other conditions are met. For distributions attributable to a
Fund's taxable year beginning before January 1, 2005 or after December 31, 2007,
foreign shareholders generally will be subject to U.S. withholding tax at a rate
of 30% (or a lower treaty rate, if applicable) on distributions by a Fund of net
investment income, other ordinary income, and the excess, if any, of net
short-term capital gain over net long-term capital loss for the year, unless the
distributions are effectively connected with a U.S. trade or business of the
shareholder. For distributions attributable to a Fund's taxable year beginning
after December 31, 2004 and before January 1, 2008, however, foreign
shareholders will generally not be subject to withholding tax on distributions
attributable to U.S.-source "portfolio interest" or short-term capital gains
unless, with respect to short-term capital gains, the shareholder is a
nonresident alien individual who is present in the United States for 183 days or
more during the taxable year and certain other conditions are met. Foreign
shareholders should consult their tax advisers regarding the U.S. and foreign
tax consequences of investing in a Fund.
State and Local Taxes: You may also be subject to state and local taxes
on income and gain attributable to your ownership of Fund shares. State income
taxes may not apply, however, to the portions of a Fund's distributions, if
any, that are attributable to interest earned by the Fund on U.S.
government securities. You should consult your tax adviser regarding the
tax status of distributions in your state and locality. =
Sunset of Tax Provisions: Some of the tax provisions described above
are subject to sunset provisions. Specifically, a sunset provision provides
that the 15% long-term capital gain rate will increase to 20% and the
taxation of dividends at the long-term capital gain rate will change for
taxable years beginning after December 31, 2010.
Your investment in the Funds could have additional tax consequences.
This short summary is not intended as a substitute for careful tax planning. You
should consult your tax professional for information regarding all tax
consequences applicable to your investments in a Fund. More tax information
relating to the Funds is also provided in the SAI.
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 agreements 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
- 34 -
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 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 and receive the applicable shareholder
service fee.
________________________________________________________________________________
SHARE CLASSES
________________________________________________________________________________
Each Fund issues Investor Shares 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.
- 35 -
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.
- 36 -
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, DC. 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 811-21897.
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