0001104659-11-058790 Sample Contracts

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • October 28th, 2011 • Roxbury Funds • Delaware

AGREEMENT, dated as of , , 2011 by and between Roxbury Capital Management LLC, a limited liability company organized under the laws of the State of Delaware (the “Adviser”), and Mar Vista Investment Partners, LLC, a limited liability company organized under the laws of the State of Delaware (the “Sub-Adviser”).

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EXHIBIT A
Transfer Agency Services Agreement • October 28th, 2011 • Roxbury Funds

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.

EXHIBIT A
Administration and Accounting Services Agreement • October 28th, 2011 • Roxbury Funds

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

EXHIBITA
Underwriting Agreement • October 28th, 2011 • Roxbury Funds

This EXHIBIT A dated as of , 2011 is exhibit A to that certain Underwriting Agreement dated as of February 2, 2007, between Professional Funds Distributor, LLC and The Roxbury Funds.

Purchase Agreement
Purchase Agreement • October 28th, 2011 • Roxbury Funds

The Roxbury Funds, a Delaware statutory trust (the “Trust”), and Mar Vista Investment Partners, LLC (“Buyer”), hereby agree as follows:

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