FORM OF ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
________________________________________________________
THIS AGREEMENT is made as of ________, 2006 by and between PFPC Inc., a
Massachusetts corporation ("PFPC"), and THE ROXBURY FUNDS, a Delaware statutory
trust (the "Fund").
W I T N E S S E T H :
WHEREAS, the Fund is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and
WHEREAS, the Fund wishes to retain PFPC to provide administration and
accounting services to its investment portfolios listed on Exhibit A attached
hereto and made a part hereof, as such Exhibit A may be amended from time to
time (each a "Portfolio"), and PFPC wishes to furnish such services.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, and intending to be legally bound hereby the parties
hereto agree as follows:
1. Definitions. As used in this Agreement:
(a) "1933 Act" means the Securities Act of 1933, as amended.
(b) "1934 Act" means the Securities Exchange Act of 1934, as amended.
(c) "Authorized Person" means any officer of the Fund and any other
person duly authorized by the Fund's Board of Directors or
Trustees to give Oral Instructions and Written Instructions on
behalf of the Fund. An Authorized Person's scope of authority may
be limited by setting forth such limitation in a written document
signed by both parties hereto.
(d) "Oral Instructions" mean oral instructions received by PFPC
from an Authorized
Person or from a person reasonably believed by PFPC to be an
Authorized Person. PFPC may, in its sole discretion in each
separate instance, consider and rely upon instructions it
receives from an Authorized Person via electronic mail as
Oral Instructions.
(e) "SEC" means the Securities and Exchange Commission.
(f) "Securities Laws" means the 1933 Act, the 1934 Act and the
▇▇▇▇ ▇▇▇.
(g) "Shares" means the shares of beneficial interest of any series or
class of the Fund.
(h) "Written Instructions" mean (i) written instructions signed by
an Authorized Person and received by PFPC or (ii) trade
instructions transmitted (and received by PFPC) by means of an
electronic transaction reporting system access to which requires
use of a password or other authorized identifier. The
instructions may be delivered electronically (with respect to
sub-item (ii) above) or by hand, mail, tested telegram, cable,
telex or facsimile sending device.
2. Appointment. The Fund hereby appoints PFPC to provide administration and
accounting services to each of the Portfolios, in accordance with the
terms set forth in this Agreement. PFPC accepts such appointment and
agrees to furnish such services.
3. Compliance with Rules and Regulations.
PFPC undertakes to comply with all applicable requirements of the
Securities Laws, and any laws, rules and regulations of governmental
authorities having jurisdiction with respect to the duties to be
performed by PFPC hereunder. Except as specifically set forth herein,
PFPC assumes no responsibility for such compliance by the Fund or other
entity.
4. Instructions.
(a) Unless otherwise provided in this Agreement, PFPC shall act only
upon Oral
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Instructions or Written Instructions.
(b) PFPC shall be entitled to rely upon any Oral Instruction or
Written Instruction it receives from an Authorized Person (or
from a person reasonably believed by PFPC to be an Authorized
Person) pursuant to this Agreement. PFPC may assume that any
Oral Instruction or Written Instruction received hereunder is not
in any way inconsistent with the provisions of organizational
documents or this Agreement or of any vote, resolution or
proceeding of the Fund's Board of Directors or Trustees or of the
Fund's shareholders, unless and until PFPC receives Written
Instructions to the contrary.
(c) The Fund agrees to forward to PFPC Written Instructions
confirming Oral Instructions (except where such Oral Instructions
are given by PFPC or its affiliates) so that PFPC receives the
Written Instructions by the close of business on the same day
that such Oral Instructions are received. The fact that such
confirming Written Instructions are not received by PFPC or
differ from the Oral Instructions shall in no way invalidate the
transactions or enforceability of the transactions authorized by
the Oral Instructions or PFPC's ability to rely upon such
Oral Instructions.
5. Right to Receive Advice.
(a) Advice of the Fund. If PFPC is in doubt as to any action it should
or should not take, PFPC may request directions or advice, including
Oral Instructions or Written Instructions, from the Fund.
(b) Advice of Counsel. If PFPC shall be in doubt as to any question of
law pertaining to any action it should or should not take, PFPC may
request advice from counsel
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of its own choosing (who may be counsel for the Fund, the Fund's
investment adviser or PFPC, at the option of PFPC).
(c) Conflicting Advice. In the event of a conflict between directions
or advice or Oral Instructions or Written Instructions PFPC
receives from the Fund and the advice PFPC receives from counsel,
PFPC may rely upon and follow the advice of counsel. PFPC shall
provide the Fund with prior written notice of its intention to
follow advice of counsel that is materially inconsistent with
Oral or Written Instructions. PFPC shall further provide the Fund
with a copy of such advice of counsel.
(d) Protection of PFPC. PFPC shall be indemnified by the Fund and
without liability for any action PFPC takes or does not take
in reliance upon directions or advice or Oral Instructions or
Written Instructions PFPC receives from or on behalf of the
Fund or from counsel and which PFPC believes, in good faith,
to be consistent with those directions or advice and Oral
Instructions or Written Instructions. Nothing in this section
shall be construed so as to impose an obligation upon PFPC (i)
to seek such directions or advice or Oral Instructions or
Written Instructions, or (ii) to act in accordance with such
directions or advice or Oral Instructions or Written
Instructions.
6. Records; Visits.
(a) The books and records pertaining to the Fund and the Portfolios
which are in the possession or under the control of PFPC shall be
the property of the Fund. Such books and records shall be
prepared and maintained as required by the 1940 Act and other
applicable securities laws, rules and regulations. The Fund and
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Authorized Persons shall have access to such books and records at
all times during PFPC's normal business hours. Upon the
reasonable request of the Fund, copies of any such books and
records shall be provided by PFPC to the Fund or to an Authorized
Person, at the Fund's expense.
(b) PFPC shall keep the following records:
(i) all books and records with respect to each Portfolio's books
of account;
(ii) records of each Portfolio's securities transactions; and
(iii) all other books and records as PFPC is required to maintain
pursuant to Rule 31a-1 of the 1940 Act in connection with the
services provided hereunder.
7. Confidentiality. Each party shall keep confidential any information
relating to the other party's business ("Confidential Information").
Confidential Information shall include (a) any data or information that is
competitively sensitive material, and not generally known to the public,
including, but not limited to, information about product plans, marketing
strategies, finances, operations, customer relationships, customer
profiles, customer lists, sales estimates, business plans, and internal
performance results relating to the past, present or future business
activities of the Fund or PFPC, their respective subsidiaries and
affiliated companies; (b) any scientific or technical information, design,
process, procedure, formula, or improvement that is commercially valuable
and secret in the sense that its confidentiality affords the Fund or PFPC
a competitive advantage over its competitors; (c) all confidential or
proprietary concepts, documentation, reports, data, specifications,
computer software, source code, object code, flow charts, databases,
inventions, know-how, and trade secrets, whether or not patentable or
copyrightable; and (d) anything designated as confidential. Notwithstanding
the foregoing, information shall
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not be Confidential Information and shall not be subject to such
confidentiality obligations if it: (a) is already known to the receiving
party at the time it is obtained; (b) is or becomes publicly known or
available through no wrongful act of the receiving party; (c) is rightfully
received from a third party who, to the best of the receiving party's
knowledge, is not under a duty of confidentiality; (d) is released by the
protected party to a third party without restriction; (e) is requested or
required to be disclosed by the receiving party pursuant to a court order,
subpoena, governmental or regulatory agency request or law (provided the
receiving party will provide the other party written notice of the same, to
the extent such notice is permitted); (f) is relevant to the defense of any
claim or cause of action asserted against the receiving party; (g) is Fund
information provided by PFPC in connection with an independent third party
compliance or other review; (h) is necessary for PFPC to release such
information in connection with the provision of services under this
Agreement; or (h) has been or is independently developed or obtained by the
receiving party.
8. Liaison with Accountants. PFPC shall act as liaison with the Fund's
independent public accountants and shall provide account analyses,
fiscal year summaries, and other audit-related schedules with respect
to each Portfolio. PFPC shall take all reasonable action in the
performance of its duties under this Agreement to assure that the
necessary information is made available to such accountants for the
expression of their opinion, as required by the Fund.
9. PFPC System. PFPC shall retain title to and ownership of any and all
data bases, computer programs, screen formats, report formats, interactive
design techniques, derivative works, inventions, discoveries, patentable or
copyrightable matters, concepts,
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expertise, patents, copyrights, trade secrets, and other related legal
rights utilized by PFPC in connection with the services provided by PFPC to
the Fund.
10. Disaster Recovery. PFPC shall enter into and shall maintain in effect with
appropriate parties one or more agreements making reasonable provisions for
emergency use of electronic data processing equipment to the extent
appropriate equipment is available. In the event of equipment failures,
PFPC shall, at no additional expense to the Fund, take reasonable steps
to minimize service interruptions. PFPC shall have no liability with
respect to the loss of data or service interruptions caused by
equipment failure, provided such loss or interruption is not caused by
PFPC's own willful misfeasance, bad faith, gross negligence or reckless
disregard of its duties or obligations under this Agreement.
11. Compensation.
(a) As compensation for services rendered by PFPC during the term of
this Agreement, the Fund, on behalf of each Portfolio, will pay to
PFPC a fee or fees as may be agreed to in writing by the Fund and
PFPC. Subject to payment of filing fees to PFPC in advance, PFPC
will remit to the respective jurisdictions the requisite blue sky
filing fees for the shares of the relevant Portfolios(s) (or classes
thereof), and any fees for qualifying or continuing the
qualification of any Portfolio(s) (or classes thereof).
(b) The undersigned hereby represents and warrants to PFPC that (i) the
terms of this Agreement, (ii) the fees and expenses associated with
this Agreement, and (iii) any benefits accruing to PFPC or to the
adviser or sponsor to the Fund in connection with this Agreement,
including but not limited to any fee waivers, conversion cost
reimbursements, up front payments, signing payments or periodic
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payments made or to be made by PFPC to such adviser or sponsor or
any affiliate of the Fund relating to this Agreement have been fully
disclosed to the Board of Directors or Trustees of the Fund and
that, if required by applicable law, such Board of Directors or
Trustees has approved or will approve the terms of this
Agreement, any such fees and expenses, and any such benefits.
12. Indemnification.
(a) The Fund, on behalf of each Portfolio, agrees to indemnify, defend
and hold harmless PFPC and its affiliates, including their
respective officers, directors, agents and employees, from all
taxes, charges, expenses, assessments, claims and liabilities
(including, without limitation, attorneys' fees and disbursements
and liabilities arising under the Securities Laws and any state
and foreign securities and blue sky laws) arising directly or
indirectly from any action or omission to act which PFPC takes in
connection with the provision of services to the Fund. Neither PFPC,
nor any of its affiliates, shall be indemnified against any
liability (or any expenses incident to such liability) caused by
PFPC's or its affiliates' own willful misfeasance, bad faith, gross
negligence or reckless disregard in the performance of PFPC's
activities under this Agreement. Any amounts payable by the Fund
hereunder shall be satisfied only against the relevant Portfolio's
assets and not against the assets of any other investment portfolio
of the Fund.
(b) PFPC agrees to defend, indemnify and hold the Fund and its officers,
directors and employees harmless from all taxes, charges, expenses,
assessments, claims and liabilities (including reasonable attorneys'
fees and disbursements and liabilities arising under the Securities
Laws and any state and foreign securities
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and blue sky laws) caused by the negligence, bad faith or willful
misfeasance of PFPC in the performance of its duties hereunder.
Notwithstanding the foregoing, the Fund shall not be indemnified
against any liability (or any expenses incident to such liability)
caused by the Fund's or the Fund's other service providers'
misfeasance, bad faith or negligence or any material breach by the
Fund of this Agreement or any other agreement between PFPC and
the Fund.
(c) LEGAL ACTION AGAINST INDEMNIFICATION PARTY.
(i) Notice of the Action
A party that seeks indemnification under Section 12 must promptly
give the other party notice of any legal action. But a delay in
notice does not relieve an indemnifying party of any liability to an
indemnified party, except to the extent the indemnifying party shows
that the delay prejudiced the defense of the action.
(ii) Participating in or Assuming the Defense
The indemnifying party may participate in the defense at any time or
it may assume the defense by giving notice to the other party. After
assuming the defense, the indemnifying party:
(1) must select any attorney that is satisfactory to the
other party;
(2) is not liable to the other party for any later
attorney's fees or for any other later expenses that the other party
incurs, except for reasonable investigation costs;
(3) must not compromise or settle the action without the
other party's consent (but the other party must not unreasonably
withhold its consent); and
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(4) is not liable for any compromise or settlement made
without its consent.
(iii) Failing to Assume the Defense
If the indemnifying party fails to participate in or assume the
defense within 15 days after receiving notice of the action, the
indemnifying party is bound by any determination made in the action
or by any compromise or settlement made by the other party.
(d) The provisions of this Section 12 shall survive termination of this
Agreement.
13. Responsibility of PFPC.
(a) PFPC shall be under no duty to take any action hereunder on behalf
of the Fund or any Portfolio except as specifically set forth herein
or as may be specifically agreed to by PFPC and the Fund in a
written amendment hereto. PFPC shall be obligated to exercise care
and diligence in the performance of its duties hereunder and to act
in good faith in performing services provided for under this
Agreement. PFPC shall be liable only for any damages arising out of
PFPC's failure to perform its duties under this Agreement to the
extent such damages arise out of PFPC's willful misfeasance, bad
faith, gross negligence or reckless disregard of such duties or any
material breach by PFPC of this Agreement.
(b) Notwithstanding anything in this Agreement to the contrary,
(i) PFPC shall not be liable for losses, delays, failure, errors,
interruption or loss of data occurring directly or indirectly by
reason of circumstances beyond its reasonable control, including
without limitation acts of God; action or inaction of civil or
military authority; public enemy; war; terrorism; riot; fire; flood;
sabotage; epidemics;
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labor disputes; civil commotion; interruption, loss or malfunction
of utilities, transportation, computer or communications
capabilities; insurrection; elements of nature; or non-performance
by a third party; and (ii) PFPC shall not be under any duty or
obligation to inquire into and shall not be liable for the validity
or invalidity, authority or lack thereof, or truthfulness or
accuracy or lack thereof, of any instruction, direction, notice,
instrument or other information which PFPC reasonably believes to
be genuine.
(c) Notwithstanding anything in this Agreement to the contrary, neither
PFPC nor its affiliates shall be liable for any consequential,
special or indirect losses or damages, whether or not the likelihood
of such losses or damages was known by PFPC or its affiliates.
(d) Each party shall have a duty to mitigate damages for which the other
party may become responsible.
(e) The provisions of this Section 13 shall survive termination of this
Agreement.
(f) Notwithstanding anything in this Agreement to the contrary, PFPC
shall have no liability either for any error or omission of any of
its predecessors as servicer on behalf of the Fund or for any
failure to discover any such error or omission.
14. Description of Accounting Services on a Continuous Basis.
PFPC will perform the following accounting services with respect to
each Portfolio:
(i) Journalize investment, capital share and income and expense
activities;
(ii) Verify investment buy/sell trade tickets when received from the
investment adviser for a Portfolio (the "Adviser") and transmit
trades to the Fund's custodian (the "Custodian") for proper
settlement;
(iii) Maintain individual ledgers for investment securities;
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(iv) Maintain historical tax lots for each security;
(v) Reconcile cash and investment balances of the Fund with the
Custodian, and provide the Adviser with the beginning cash balance
available for investment purposes;
(vi) Update the cash availability throughout the day as required by the
Adviser;
(vii) Post to and prepare the Statement of Assets and Liabilities and the
Statement of Operations;
(viii) Calculate various contractual expenses (e.g., advisory and custody
fees);
(ix) Monitor the expense accruals and notify an officer of the Fund of
any proposed adjustments;
(x) Control all disbursements and authorize such disbursements upon
Written Instructions;
(xi) Calculate capital gains and losses;
(xii) Determine net income;
(xiii) Obtain security market quotes from independent pricing services
approved by the Adviser, or if such quotes are unavailable, then
obtain such prices from the Adviser, and in either case calculate
the market value of each Portfolio's Investments;
(xiv) Transmit or mail a copy of the daily portfolio valuation to the
Adviser;
(xv) Compute net asset value;
(xvi) As appropriate, compute yields, total return, expense ratios,
portfolio turnover rate, and, if required, portfolio average
dollar-weighted maturity; and
(xvii) Prepare a monthly financial statement, which will include the
following items:
Schedule of Investments
Statement of Assets and Liabilities
Statement of Operations
Statement of Changes in Net Assets
Cash Statement
Schedule of Capital Gains and Losses
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15. Description of Administration Services on a Continuous Basis.
PFPC will perform the following administration services with respect to
each Portfolio:
(i) Prepare quarterly broker security transactions summaries;
(ii) Prepare monthly security transaction listings;
(iii) Supply various normal and customary Portfolio and Fund statistical
data as requested on an ongoing basis;
(iv) Prepare for execution and file the Fund's Federal and state tax
returns;
(v) Monitor each Portfolio's status as a regulated investment company
under Sub-chapter M of the Internal Revenue Code of 1986,
as amended;
(vi) Prepare the Fund's annual and semi-annual shareholder reports, and
prepare and coordinate the filing of Forms N-CSR, N-Q and N-PX
(with the Fund providing the voting records in the format required
by PFPC);
(vii) Prepare and coordinate the filing of annual Post-Effective
Amendments to the Fund's Registration Statement (other than adding a
new Portfolio or class); prepare and file (or coordinate the filing
of) (i) annual and semi-annual reports on Form N-SAR and
(ii) Notices pursuant to Rule 24f-2;
(viii) Administratively assist in obtaining the fidelity bond and
directors' and officers'/errors and omissions insurance policies for
the Fund in accordance with the requirements of Rule 17g-1 and
17d-1(d)(7) under the 1940 Act as such bond and policies are
approved by the Fund's Board of Directors or Trustees;
(ix) Coordinate the filing of the Fund's fidelity bond with the SEC;
(x) Draft notices, agendas and resolutions for quarterly board meetings
and draft actions by written consent of the Board;
(xi) Coordinate the preparation, assembly and mailing of board materials
for quarterly board meetings;
(xii) Attend quarterly board meetings and draft minutes thereof;
(xiii) Maintain a regulatory calendar for the Fund listing various SEC
filing and board approval deadlines;
(xiv) Maintain the Fund's contract files;
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(xv) Provide compliance policies and procedures related to services
provided by PFPC and, if mutually agreed, certain PFPC affiliates,
summary procedures thereof and an annual certification letter;
(xvi) Monitor the Fund's compliance with the amounts and conditions of
each state qualification;
(xvii) In connection with blue sky filings, the Fund hereby grants PFPC a
limited power of attorney on behalf of the Fund to sign all blue sky
filings and other related documents in order to effect such filings.
The Fund will provide PFPC a listing of all jurisdictions in which
each Portfolio (and class thereof) is lawfully available for sale as
of the date of this Agreement and in which the Fund desires PFPC to
effect a blue sky filing; and
(xviii)Provide sub-certifications to the Fund's chef executive officer and
chief financial officer in support of certain matters related to the
work product prepared by PFPC and set forth in the Fund's Form N-CSR
and Form N-Q filings.
All regulatory services are subject to the review and approval of Fund
counsel.
16. Duration and Termination.
(a) This Agreement shall be effective on the date first written above
and unless terminated pursuant to its terms shall continue for a
period of three (3) years (the "Initial Term"). Upon the expiration
of the Initial Term, this Agreement will automatically renew for
successive terms of one (1) year (the "Renewal Terms"). Either party
may terminate this Agreement effective at the end of the Initial
Term or any Renewal Term by providing written notice to the other
party of its intent not to renew. Notice of termination must be
received not less than thirty (30) days prior to the expiration of
the Initial Term or the then current Renewal Term, as applicable.
(b) In the event of termination, all expenses associated with movement
of records and materials and conversion thereof to a successor
service provider will be borne by the Fund. This Section 16(b)
shall survive termination of this Agreement.
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(c) If a party hereto is guilty of a material failure to perform its
duties and obligations hereunder (a "Defaulting Party") the other
party (the "Non-Defaulting Party") may give written notice thereof
to the Defaulting Party, and if such material breach shall not have
been remedied within thirty (30) days after such written notice is
given, then the Non-Defaulting Party may terminate this Agreement
by giving thirty (30) days written notice of such termination to the
Defaulting Party. In all cases, termination by the Non-Defaulting
Party shall not constitute a waiver by the Non-Defaulting Party of
any other rights it might have under this Agreement or otherwise
against the Defaulting Party.
17. Notices. Notices shall be addressed (a) if to PFPC, at ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: President (or such other
address as PFPC may inform the Fund in writing); (b) if to the Fund, to
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Roxbury Capital Management, LLC, ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ with a copy to
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esquire, Drinker ▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, One ▇▇▇▇▇ Square,
18th and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇; or (c) if to neither
of the foregoing, at such other address as shall have been given by like
notice to the sender of any such notice or other communication by the other
party. If notice is sent by confirming telegram, cable, telex or facsimile
sending device, it shall be deemed to have been given immediately. If
notice is sent by first-class mail, it shall be deemed to have been given
three days after it has been mailed. If notice is sent by messenger, it
shall be deemed to have been given on the day it is delivered.
18. Amendments. This Agreement, or any term thereof, may be changed or waived
only by written amendment, signed by the party against whom enforcement of
such change or
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waiver is sought.
19. Assignment. PFPC may assign its rights hereunder to any majority-owned
direct or indirect subsidiary of PFPC or of The PNC Financial Services
Group, Inc., provided that PFPC gives the Fund thirty (30) days prior
written notice of such assignment.
20. Counterparts. This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
21. Further Actions. Each party agrees to perform such further acts and execute
such further documents as are necessary to effectuate the purposes hereof.
22. Miscellaneous.
(a) Notwithstanding anything in this Agreement to the contrary, the Fund
agrees not to make any modifications to its registration statement
or adopt any policies which would affect materially the obligations
or responsibilities of PFPC hereunder without the prior written
approval of PFPC, which approval shall not be unreasonably withheld
or delayed.
(b) Except as expressly provided in this Agreement, PFPC hereby
disclaims all representations and warranties, express or implied,
made to the Fund or any other person, including, without limitation,
any warranties regarding quality, suitability, merchantability,
fitness for a particular purpose or otherwise (irrespective of any
course of dealing, custom or usage of trade), of any services or any
goods provided incidental to services provided under this Agreement.
PFPC disclaims any warranty of title or non-infringement except as
otherwise set forth in this Agreement.
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(c) This Agreement embodies the entire agreement and understanding
between the parties and supersedes all prior agreements and
understandings relating to the subject matter hereof, provided that
the parties may embody in one or more separate documents their
agreement, if any, with respect to delegated duties. The captions in
this Agreement are included for convenience of reference only and in
no way define or limit any of the provisions hereof or otherwise
affect their construction or effect. Notwithstanding any provision
hereof, the services of PFPC are not, nor shall they be, construed
as constituting legal advice or the provision of legal services for
or on behalf of the Fund or any other person.
(d) The Fund will provide such information and documentation as PFPC may
reasonably request in connection with services provided by PFPC to
the Fund.
(e) This Agreement shall be deemed to be a contract made in Delaware and
governed by Delaware law, without regard to principles of conflicts
of law.
(f) If any provision of this Agreement shall be held or made invalid by
a court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby. This Agreement shall be
binding upon and shall inure to the benefit of the parties hereto
and their respective successors and permitted assigns.
(g) The facsimile signature of any party to this Agreement shall
constitute the valid and binding execution hereof by such party.
(h) The Fund and PFPC agree that the obligations of the Fund under this
Agreement shall not be binding upon any of the Trustees,
shareholders, nominees, officers, employees or agents, whether past,
present or future, of the Fund individually, but are binding only
upon the assets of the Fund or applicable Portfolio, as provided
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in the Fund's agreement and declaration of trust. The execution and
delivery of this Agreement have been authorized by the Trustees of
the Fund, and signed by an authorized officer of the Fund, acting as
such, and neither such authorization by the Trustees nor such
execution by such officer shall be deemed to have been made by them
or any shareholder of the Fund individually or to impose any
liability on any of them or any shareholder of the Fund personally,
but shall bind only the assets and property of the Fund or
applicable Portfolio, as provided in the Fund's agreement and
declaration of trust.
(i) To help the U.S. government fight the funding of terrorism and money
laundering activities, U.S. Federal law requires each financial
institution to obtain, verify, and record certain information that
identifies each person who initially opens an account with that
financial institution on or after October 1, 2003. Certain of PFPC's
affiliates are financial institutions, and PFPC may, as a matter of
policy, request (or may have already requested) the Fund's name,
address and taxpayer identification number or other
government-issued identification number, and, if such party is a
natural person, that party's date of birth. PFPC may also ask (and
may have already asked) for additional identifying information, and
PFPC may take steps (and may have already taken steps) to verify the
authenticity and accuracy of these data elements.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
PFPC INC.
By:
Title:
THE ROXBURY FUNDS
By:
Title:
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EXHIBIT A
_________
THIS EXHIBIT A, dated as of _________, 2006 is Exhibit A to that certain
Administration and Accounting Services Agreement dated as of ________, 2006
between PFPC Inc. and The Roxbury Funds.
PORTFOLIOS
__________
Roxbury Mid-Cap Fund
Roxbury Small-Cap Growth Fund
Roxbury Micro-Cap Fund
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