Exhibit (17)(c)
Roxbury Mid-Cap Fund
Roxbury Small-Cap Growth Fund
of The Roxbury Funds
Institutional Shares
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PROSPECTUS DATED _________________, 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.
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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 Performance Information .........................................5
history of the Funds. Fees and Expenses ...............................................8
Example .........................................................9
Investment Objective ............................................10
Primary Investment Strategies ...................................10
Additional Risk Information .....................................13
Financial Highlights ............................................15
Details about the service MANAGEMENT OF THE FUNDS
providers. Investment Adviser ..............................................17
Fund Managers ...................................................17
Service Providers ...............................................19
Policies and instructions for SHAREHOLDER INFORMATION
opening, maintaining and Pricing of Shares ...............................................20
closing an account in the Purchase of Shares ..............................................20
Funds. Redemption of Shares ............................................22
Exchange of Shares ..............................................25
Distributions ...................................................25
Taxes ...........................................................26
Details on the Funds' share DISTRIBUTION ARRANGEMENTS
classes. Share Classes ...................................................28
GLOSSARY ........................................................29
FOR MORE INFORMATION ............................................30
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
Institutional Shares
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FUND DESCRIPTIONS
________________________________________________________________________________
SUMMARY
________________________________________________________________________________
Investment Objectives Each of the Roxbury Mid-Cap Fund (the
"Mid-Cap Fund") and Roxbury Small-Cap Growth
Fund (the "Small-Cap Fund") seeks superior
long-term growth of capital.
________________________________________________________________________________
Investment Focus Equity (or related) securities
________________________________________________________________________________
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 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.
________________________________________________________________________________
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.
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 and
small-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.
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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."
________________________________________________________________________________
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 Fund's
performance 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. The performance shown is for the
Investor Shares of the Fund, as the Institutional Share Class did not have a
full year of performance as of December 31, 2005. 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. Returns of
Institutional Shares will differ to the extent that they have different
expenses. Specifically, Investor Shares are subject to a 0.25% shareholder
service fee. Total returns for Investor Shares would have been lower than shown
below 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 September 30, 2006: 3.85%
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)
____________________________________________ ______________ ________________ ________________________________
Before Taxes 8.59% 4.84% 4.71%
____________________________________________ ______________ ________________ ________________________________
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 by showing changes in the performance of
the Fund's Institutional 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 2000 Growth
Index, which is a broad measure of market performance. This performance
information includes performance of Institutional 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 January 2, 2003 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 Calendar Years Since Inception
[Bar Chart]
2004 7.55%
2005 7.68%
Calendar Year-to-Date Total Return as of September 30, 2006: 4.14%
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, 2005 1 Year (January 2, 2003)
_____________________________________________________________________ __________________ _______________________
Before Taxes 7.68% 24.52%
_____________________________________________________________________ __________________ _______________________
After Taxes on Distributions(1) 7.62% 23.83%
_____________________________________________________________________ __________________ _______________________
After Taxes on Distributions and Sales of Fund Shares(1) 5.06% 21.02%
_____________________________________________________________________ __________________ _______________________
Russell 2000 Growth Index (reflects no deduction for fees,
expenses or taxes)(2) 4.15% 20.93%
_____________________________________________________________________ __________________ _______________________
(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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FEES AND EXPENSES
________________________________________________________________________________
The table below describes the fees and expenses that you may pay if you buy and
hold Institutional Shares of the Funds.
Shareholder Fees (fees paid directly from your investment):
Institutional Shares
____________________
Mid-Cap Fund &
Small-Cap Fund
Maximum sales charge (load) imposed on purchases (as a
percentage of offering price) None
Maximum deferred sales charge None
Maximum sales charge imposed on reinvested dividends None
(and other distributions)
Redemption fee 1.00%(a)
Exchange fee 1.00%(a)
(a) Institutional 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.
Annual Fund Operating Expenses (expenses that are deducted from Fund assets):
Mid-Cap Fund Small-Cap Fund
____________ ______________
Management fees(1) 0.75% 1.00%
Distribution (12b-1) fees None None
Other expenses(2) 1.53% 0.26%
Total Annual Fund Operating Expenses 2.28% 1.26%
Waivers/Reimbursements(3) (0.98)% (0.01)%
Total Net Expenses(3) 1.30% 1.25%
(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.
(2) "Other expenses" have been restated to reflect estimated expenses following
the reorganization of the Predecessor Mid-Cap Fund and Predecessor
Small-Cap Fund into the Mid-Cap Fund and Small-Cap Fund, respectively.
(3) For Institutional Shares, the Adviser has a contractual obligation to waive
a portion of its fees and assume certain expenses of the Mid-Cap Fund and
Small-Cap Fund to limit the total annual operating expenses to 1.30% and
1.25%, respectively. The waivers will remain in effect through December 31,
2020 for the Institutional 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
Institutional 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:
Institutional
Shares 1 Year 3 Years 5 Years 10 Years
_____________________ _________ __________ __________ _____________
Mid-Cap Fund $132 $412 $713 $1,568
Small-Cap Fund $127 $397 $686 $1,511
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
________________________________________________________________________________
Each of the Roxbury Mid-Cap Fund and Roxbury Small-Cap Growth 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 either 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 investment. As of June 30, 2006 the range of market
capitalizations of companies that are in the Russell Midcap and S&P 400 Indices
("Indices") was approximately between $350 million and $16 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.
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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 June 30, 2006, the range of
market capitalizations represented by companies in the these indices was
approximately between $60 million and $6 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 80% policy of each Fund may be changed upon sixty (60) days written
notice to shareholders.
Both 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 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.
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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
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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. 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 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.
- 13 -
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 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.
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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 Institutional 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, 2006 have
been audited by Ernst & Young LLP, whose report, along with each Fund's
financial statements, is included in the Funds' Annual Report, which is
available, without charge, upon request. The financial highlights shown
represent the performance of the Predecessor Mid-Cap Fund and Predecessor
Small-Cap Fund.
For the
Period
Mid-Cap Fund - Institutional Shares February 8, 2005(1)
For the Fiscal Year Ended through
June 30, 2006 June 30, 2005
_______________________________ ________________________________________
Net Asset Value - Beginning of Period .............. $5.84 $5.75
_______________ _______________
Investment Operations:
Net investment loss(2) ........................ (0.04) (0.02)
Net realized and unrealized
gain on investments ........................ 0.72 0.11
_______________ _______________
Total from investment operations ........... 0.68 0.09
_______________ _______________
Distributions:
From net realized gains ....................... (0.22) -
_______________ _______________
Net Asset Value - End of Period .................... $6.30 $5.84
=============== ===============
Total Return ....................................... 11.84% 1.57%**
Ratios (to average net assets)/Supplemental
Data:(3)
Expenses:
Including waivers/reimbursements .............. 1.30% 1.30%*
Excluding waivers/reimbursements .............. 2.09% 3.50%
Net investment loss ................................ (0.63)% (0.86)% *
Portfolio turnover rate ............................ 110% 110%**
Net assets at end of period (000 omitted) .......... $907 $1,079
____________________
* 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 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.
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For the Period
January 2,
Small-Cap Growth Fund - 2003(1)
Institutional Shares For the Fiscal Years Ended June 30, through
2006 2005 2004 June 30, 2003
_____________ __________________ ___________________ ______________
Net Asset Value - Beginning of Period .......... $16.66 $16.75 $12.76 $10.00
_____________ __________________ ___________________ ______________
Investment Operations:
Net investment loss(2) .................... (0.15) (0.17) (0.25) (0.09)
Net realized and unrealized gain on
investments ............................... 3.17 0.43 4.64 2.85
_____________ __________________ ___________________ ______________
Total from investment operations ....... 3.02 0.26 4.39 2.76
_____________ __________________ ___________________ ______________
Distributions:
From net realized gains ................... (0.06) (0.35) (0.40) -
_____________ __________________ ___________________ ______________
Net Asset Value - End of Period ................ $19.62 $16.66 $16.75 $12.76
_____________ __________________ ___________________ ______________
Total Return ................................... 18.17% 1.53% 34.67% 27.60%**
Ratios (to average net
assets)/Supplemental
Data:(3)
Expenses:
Including waivers/reimbursements .......... 1.24% 1.36% 1.69% 1.75%*
Excluding waivers/reimbursements .......... 1.25% 1.37% 1.79% 9.13%*
Net investment loss ............................ (0.78)% (1.04%) (1.53)% (1.45)%*
Portfolio turnover rate ........................ 144% 161% 172% 86%**
Net assets at end of period (000 omitted) ...... $198,835 $147,907 $50,317 $8,835
____________________
* 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 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.
- 16 -
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 June 30, 2006, Roxbury had assets under management of approximately $3.2
billion.
For the fiscal year ended June 30, 2006, Roxbury received, after waivers
and reimbursements, an advisory fee of 0.16% and 1.00% of the average daily net
assets of the Predecessor Mid-Cap Fund and Predecessor Small-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 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.
- 17 -
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.
- 18 -
________________________________________________________________________________
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
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.
- 19 -
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' Institutional Shares
is $100,000. 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 information pertaining to account
and any servicing or transaction fees that may be charged. Some financial
intermediaries may appoint subagents.
- 20 -
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.
- 21 -
________________________________________________________________________________
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% 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% 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.
- 22 -
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 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.
- 23 -
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).
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.
- 24 -
________________________________________________________________________________
EXCHANGE OF SHARES
________________________________________________________________________________
You may exchange all or a portion of your shares in a Fund for
Institutional Shares of the following funds ("Roxbury Funds"):
Roxbury Mid-Cap Fund
Roxbury Small-Cap Growth 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 $100,000.
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% 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.
- 25 -
________________________________________________________________________________
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 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.
- 26 -
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 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.
- 27 -
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
Institutional 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.
________________________________________________________________________________
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.
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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, 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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