EXHIBIT A

Exhibit 99.28 (h)(3)

EXHIBIT A

THIS EXHIBIT A, amended and restated as of                               , 2011, is Exhibit A to that certain Transfer Agency Services Agreement dated as of October 17, 2007, between BNY Mellon Investment Servicing (US) Inc. (formerly, PFPC Inc.) and The Roxbury Funds.

PORTFOLIOS

Roxbury Small-Cap Growth Fund

Roxbury/Mar Vista Strategic Growth Fund

THE ROXBURY FUNDS

By:

Name:

Title:

BNY MELLON INVESTMENT SERVICING (US) INC.

By:

Name:

Title: