Share Purchase Agreement
The Roxbury Funds, a Delaware statutory trust (the "Trust"), and
Professional Funds Distributor, LLC ("Buyer"), hereby agree as follows:
1. The Trust hereby offers Buyer and Buyer hereby purchases, in
consideration for the payment of $30.00, one share of beneficial interest of the
Roxbury Mid-Cap Fund, one share of beneficial interest of the Roxbury Small-Cap
Growth Fund and one share of beneficial interest of the Roxbury Micro-Cap Fund,
all for a purchase price of $10.00 per share.
2. Buyer represents and warrants that it is acquiring such shares
solely for investment purposes and that Buyer has no present intention to
redeem, sell or otherwise dispose of the shares.
3. This Agreement shall be governed by the laws of the State of
Delaware. The Roxbury Funds is a statutory trust organized under the laws of
Delaware and under an Agreement and Declaration of Trust, including any and all
amendments thereto. The obligations of "The Roxbury Funds" entered into in the
name or on behalf thereof by any of the Trustees, officers, employees or agents
are made not individually, but in such capacities, and are not binding upon any
of the Trustees, officers, employees, agents or shareholders of the Trust
personally but bind only the assets of the Trust, and all persons dealing with
any of the Funds of the Trust must look solely to the assets of the Trust
belonging to such Fund for the enforcement of any claims against the Trust.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the ___ day of ____________, 2006.
(SEAL)
THE ROXBURY FUNDS
By: ________________________________
Xxxxx X. Xxx
President
PROFESSIONAL FUNDS DISTRIBUTOR, LLC
By: ________________________________
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