WT MUTUAL FUND, 485APOS, 2000-08-11

WT MUTUAL FUND
485APOS, 2000-08-11

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Filed with the Securities and Exchange Commission on August 11, 2000
1933 Act Registration File No.33-84762

1940 Act File No. 811-8648

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Pre-Effective Amendment No.
Post-Effective Amendment No. 11 [X]

and

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 14 [X]

WT MUTUAL FUND

(Exact Name of Registrant as Specified in Charter)
1100 North Market Street, Wilmington, DE 19890
Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number, including Area Code: (800) 254-3948

Robert J. Christian, President
Wilmington Trust Company
1100 North Market Street

Wilmington, DE 19890
(Name and Address of Agent for Service)

Copy to:
Joseph V. Del Raso, Esq.
Pepper Hamilton LLP
3000 Two Logan Square
Philadelphia, PA 19103

It is proposed that this filing will become effective
[_] immediately upon filing pursuant to paragraph (b)
[_] on ________ pursuant to paragraph (b)
[_] 60 days after filing pursuant to paragraph (a)(1)
[_] on ________ pursuant to paragraph (a)1
[X] 75 days after filing pursuant to paragraph (a)(2)
[_} on ________ pursuant to paragraph (a)(2) of Rule 485.

If appropriate, check the following box:
[_] This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.

<PAGE>

[LOGO OMITTED]

ROXBURY MID CAP FUND

================================================================================

PROSPECTUS DATED _____________

This prospectus contains important information about the Fund, including
information on 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.

PRESENTLY CLASS A SHARES OF THE FUND ARE BEING OFFERED ONLY TO
CERTAIN PERSONS ELIGIBLE TO PURCHASE CLASS A SHARES AT NET ASSET
VALUE. SEE "SALES CHARGE REDUCTIONS AND WAIVERS."
CLASS B AND CLASS C SHARES ARE NOT CURRENTLY BEING OFFERED.

<PAGE>

TABLE OF CONTENTS

A LOOK AT THE GOALS, STRATEGIES, PORTFOLIO DESCRIPTION
RISKS AND EXPENSES OF THE Summary...................................3
FUND. Fees and Expenses.........................4
Adviser Prior Performance.................6
Investment Objective......................7
Primary Investment Strategies.............8
Additional Risk Information...............9

DETAILS ABOUT THE SERVICE MANAGEMENT OF THE FUND
PROVIDERS. Investment Adviser.......................10
Portfolio Manager........................11
Service Providers........................11

POLICIES AND INSTRUCTIONS FOR SHAREHOLDER INFORMATION
OPENING, MAINTAINING AND How Share Price is Calculated............13
CLOSING AN ACCOUNT IN THE Selecting the Correct Class of Shares....13
FUND. Sales Charge Reductions and Waivers......15
Purchase of Shares.......................17
Redemption of Shares.....................18
Distributions............................18
Taxes....................................18

DETAILS ON DISTRIBUTION PLANS, DISTRIBUTION AND SERVICE ARRANGEMENTS
DISTRIBUTION AND SERVICE FEES Rule 12b-1 Fees..........................19
AND THE FUND'S MASTER/FEEDER Shareholder Service Fees.................20
ARRANGEMENT. Master/Feeder Structure..................20

FOR MORE INFORMATION.............back cover

For information about key terms and concepts, look for our "PLAIN TALK"
explanations.

-2-
<PAGE>

ROXBURY MID CAP FUND

PORTFOLIO DESCRIPTION

PLAIN TALK
-----------------------------------------------------------------------
WHAT IS A MUTUAL FUND?
A mutual fund pools shareholders' money and, using a professional
investment manager, invests in securities like stocks and bonds.
-----------------------------------------------------------------------

SUMMARY

PLAIN TALK
-----------------------------------------------------------------------
WHAT DOES "CAP" MEAN?
Cap or the market capitalization of a company means the stock market
value of all of the outstanding shares of the company's common stock in
the stock market.
-----------------------------------------------------------------------

Investment Objective o The ROXBURY MID CAP FUND seeks superior
long-term growth of capital.
--------------------------------------------------------------------------------
Investment Focus o Equity securities (generally common stocks)
--------------------------------------------------------------------------------
Share Price Volatility o Moderate to high
--------------------------------------------------------------------------------
Principal Investment o The Fund invests in a diversified portfolio of
Strategies high growth companies with stocks that exhibit
consistent above-average growth prospects.
o The Fund invests in equity securities (generally
common stocks) and U.S. corporations with a
medium market capitalization (those with market
capitalizations similar to companies in the S&P
MidCap 400 Index).
o The Fund operates as a "feeder fund" which means
that the Fund does not buy individual securities
directly. Instead, it invests in a corresponding
mutual fund or "master fund," which in turn
purchases the actual stock holdings. The Fund's
master fund is the Mid-Cap Series (the "Series")
of WT Investment Trust I.
o In a master/feeder arrangement, a feeder fund,
like the Fund, takes your investment dollars and
transfers them to an even larger pool, like the
Series, for greater efficiency. The Fund and the
Series have the same investment objective,
policies and limitations. When this prospectus
refers to investments of the Fund it is actually
referring to the investments of the Series.
o The Adviser purchases stocks it believes exhibit
consistent, above-average earnings growth,
superior quality and attractive risk/reward
characteristics. The Adviser analyzes the stocks
of over 2000 companies using a bottom-up
approach to search for high quality companies
which are growing at substantially greater rates
than the market's average rate. The Adviser
generally sells stocks when the risk/rewards of
a stock turn negative, when company fundamentals
deteriorate, or when a stock under performs the
market or its peer group.
--------------------------------------------------------------------------------
Principal Risks The Fund is subject to the following risks
summarized below which are further described under
"Additional Risk Information."
o The prices of securities, in which the Fund
invests, may fluctuate due to these securities
being traded infrequently and in limited
volumes. There may also be less publicly
available information about mid cap companies as
compared to larger companies.
o There is no guarantee that the stock market or
the stocks that the Fund buys will always
increase in value. Therefore, it is possible to
lose money by investing in the Fund.
o The Fund's share price will fluctuate in
response to changes in the market value of the
Fund's investments. Market value will change as
a result of business developments affecting an
issuer as well as general market and economic
conditions.
o Growth-oriented investments may be more volatile
than the rest of the U.S. stock market as a
whole.
--------------------------------------------------------------------------------

-3-
<PAGE>
--------------------------------------------------------------------------------
o The performance of the Fund will depend on how
successfully the Adviser pursues its investment
strategy.
--------------------------------------------------------------------------------
Investor Profile o Investors who want the value of their investment
to grow and who are willing to accept
more volatility for the possibility of higher
growth returns.
--------------------------------------------------------------------------------

FEES AND EXPENSES

PLAIN TALK
-----------------------------------------------------------------------
WHAT ARE FUND EXPENSES?
Every mutual fund has operating expenses to pay for professional
advisory, distribution, administration and custody services. The Fund's
expenses in the table below are shown as a percentage of its average
annual net assets. Sales charges are deducted once when you make or
redeem your investment. Expenses are deducted from Fund assets.
-----------------------------------------------------------------------

The table below describes the fees and expenses that you may pay if you buy and
hold shares of the Fund. The Fund offers different share classes to allow you to
maximize your potential return depending on your and your financial consultant's
current expectations for your investment in the Fund.

PLAIN TALK
-----------------------------------------------------------------------
WHAT ARE SALES CHARGES?
The sales charge or load that you pay is a separate fee based on how
much you invest. This fee compensates your financial consultant for
providing you with investment assistance and on-going service as well
as handling all the paperwork associated with your investment and any
subsequent adjustments you make. For your convenience, the Fund is
offered in several classes, giving you several ways to pay this fee.
-----------------------------------------------------------------------
<TABLE>
<CAPTION>
SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR
INVESTMENT) CLASS A CLASS B(a) CLASS C
------- ---------- -------
<S> <C> <C> <C>
Maximum sales charge (load) imposed on 5.50%(b) None None
purchases (as a percentage of offering price)
Maximum deferred sales charge None(c) 5.00%(d) 1.00%(e)
Maximum sales charge imposed on None None None
reinvested dividends (and other
distributions)
Redemption fee(f) None None None
</TABLE>

-4-
<PAGE>

(a) Class B shares convert to Class A shares automatically at the end of the
eighth year (96th month) after purchase. Investors seeking to purchase
Class B shares in amounts that exceed $250,000 should discuss with their
financial consultant whether the purchase of another class would be more
appropriate; such orders may be rejected by the Fund.

(b) Reduced for purchases of $50,000 and more.

(c) Class A shares are not subject to a contingent deferred sales charge (a
"CDSC"); except certain purchases that are not subject to an initial
sales charge may instead be subject to a CDSC of 1.00% of amounts
redeemed within the first year of purchase. Such a CDSC may be waived in
connection with redemptions to participants in certain fee-based
programs.

(d) 5.00% during the first year, 4.00% during the second year, 3.00% during
the third and fourth years, 2.00% during the fifth year, and 1.00%
during the sixth year. Class B shares automatically convert into Class A
shares at the end of the eighth year after purchase and thereafter will
not be subject to a CDSC.

(e) Class C shares are subject to a 1.00% CDSC only if redeemed within the
first 18 months after purchase.

(f) If you effect a redemption via wire transfer, you may be required to pay
fees, including a $10 wire fee and other fees, that will be directly
deducted from your redemption proceeds. If you request redemption checks
to be sent by overnight mail, you may be required to pay a $10 fee that
will be directly deducted from your redemption proceeds.

ANNUAL FUND OPERATING EXPENSES 1
(EXPENSES THAT AREDEDUCTED FROM FUND ASSETS) CLASS A CLASS B CLASS C
------- ------- -------
Management fees 0.75% 0.75% 0.75%
Distribution (12b-1) fee None 0.75% 0.75%
Shareholder Service fee 0.25% 0.25% 0.25%
Other expenses 2 0.55% 0.55% 0.55%
----- ----- -----
Total Annual Operating Expenses 1.55% 2.30% 2.30%
===== ===== =====

-------------------------
1 The table above and the example below each reflect the aggregate annual
operating expenses of the Fund and the Series.
2 "Other expenses" are based on estimated amounts for the current fiscal year.

EXAMPLE
This example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The table below shows what you
would pay if you invested $10,000 over the various time frames indicated. The
example assumes that:

o you reinvested all dividends and other distributions
o the average annual return was 5%
o the Fund's maximum total operating expenses are charged and remain the same
over the time periods
o you redeemed all of your investment at the end of the time period.

-5-
<PAGE>

Although your actual cost may be higher or lower, based on these assumptions,
your costs would be:

1 YEAR 3 YEARS
------ -------

Class A 1 $699 $1,013

Class B $233 $718

Class B (assuming complete redemption at
the end of the 1 year or 3 year period)2 $733 $1,018

Class C $233 $718

Class C (assuming complete redemption at $333 $718
the end of the 1 year or 3 year period)2

1 Assumes deduction at time of purchase of maximum sales charge.
2 Assumes deduction at redemption of maximum deferred sales charge.

THE ABOVE EXAMPLE IS FOR COMPARISON PURPOSES ONLY AND IS NOT A REPRESENTATION OF
THE FUND'S ACTUAL EXPENSES AND RETURNS, EITHER PAST OR FUTURE.

ADVISER PRIOR PERFORMANCE IN MID CAP ACCOUNTS
The table below shows relevant performance data for the Adviser and its
predecessors' investment advisory accounts (the "Accounts") during the seven
year period ended December 31, 1999, using the same investment approach
specified for the Fund described under "Investment Objective" and "Primary
Investment Strategies."

The results for the period January 31, 1993 through July 31, 1998 are the
results of Roxbury Capital Management Inc., the predecessor to Roxbury Capital
Management, LLC.

The Accounts constitute the portfolios managed by the Adviser (and its
predecessor) that have an investment strategy of investing in mid cap companies
and that have met certain basic criteria as to minimum account value,
discretionary status, tax-exempt status and period of management of more than
one month. The Accounts were managed for tax-exempt clients and, therefore, may
have been managed differently than for taxable clients. The Accounts were not
subject to the same types of expenses to which the Fund is subject, nor to the
diversification requirements, specific tax restrictions and investment
limitations imposed on the Fund by the Investment Company Act of 1940, or the
Internal Revenue Code of 1986. The performance of the Accounts may have been
adversely affected had they been subject to the same expenses, restrictions and
limitations. The Adviser believes that any adverse effect would not have been
significant. The results presented are not intended to predict or suggest the
return to be experienced by the Fund or the return you might achieve by
investing in the Fund. You should not rely on the following performance data as
an indication of future performance of the Adviser or of the Fund.

-6-
<PAGE>

TOTAL RETURN OF MID CAP ACCOUNTS

--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
2nd Quarter 1st Quarter 1 Year 3 Years 5 Years 7 Years
Ended Ended Ended Ended Ended Ended
Average Annual Return for the June 30, Mar. 31, Dec.31, Dec.31, Dec. 31, Dec. 31,
Periods Specified: 2000 2000 1999 1999 1999 1999
---- ---- ---- ---- ---- ----

<S> <C> <C> <C> <C> <C> <C>
The Accounts (net of expenses)...... -3.067% 21.06% 25.64% 22.80% 26.69% 21.20%
S&P Mid Cap 400 Index............... -3.30% 12.69% 14.77% 21.82% 23.05% 17.54%

</TABLE>

--------------------------------------------------------------------------------

Please read the following important notes concerning the Accounts:

1. The results for the Accounts reflect both income and capital appreciation
or depreciation (total return). Dividends are accounted for on a cash
basis; other items of income are accounted for on an accrual basis. Returns
are time-weighted and represent the dollar-weighted average of the Accounts
with a minimum size of $ 500,000 since January 1, 1995. Return figures are
net of applicable fees and expenses (other than separate custody fees). As
of April 1, 1995, the Accounts were valued daily.

2. The S&P Mid Cap 400 Index consists of 400 stocks chosen by Standard &
Poor's for market size, liquidity and industry group representation. It is
a market-value weighted unmanaged index (stock price times number of shares
outstanding), with each stock's weight in the S&P Mid Cap 400 Index
proportionate to its market value.

PLAIN TALK
-----------------------------------------------------------------------
WHAT IS AN INDEX?
An index is a broad measure of the market performance of a specific
group of securities in a particular market or securities in a market
sector. You cannot invest directly in an index. An index does not have
an adviser and does not pay any commissions or expenses. If an index
had expenses, its performance would be lower.
-----------------------------------------------------------------------

SPECIAL NOTE CONCERNING ADVISER INVESTMENT RETURNS: You should note that the
Fund will compute and disclose its average annual compounded rate of return
using the standard formula set forth in SEC rules, which differs in certain
respects from the method used to compute the returns for the Accounts noted
above. The SEC total return calculation method calls for computation and
disclosure of an average annual compounded rate of return for one, five and ten
year periods or shorter periods from inception. The SEC formula provides a rate
of return that equates a hypothetical initial investment of $10,000 to an ending
redeemable value. The returns shown for the Accounts are reduced to reflect the
deduction of advisory fees in accordance with the SEC calculation formula, which
requires that returns shown for a fund be net of advisory fees as well as all
other applicable fund operating expenses. Performance was calculated on a trade
date basis.

-7-
<PAGE>

INVESTMENT OBJECTIVE
The Fund and the Series seek superior long-term growth of capital.

For purposes of this investment objective, "superior" long-term growth of
capital means long-term growth of capital from an investment in a group of
mid-cap securities that exceeds the return of the S&P Mid Cap 400 Index. This
investment objective may not be changed without shareholder approval. There is
no guarantee that the Fund will achieve its investment objective.

PRIMARY INVESTMENT STRATEGIES
PLAIN TALK
-----------------------------------------------------------------------
WHAT ARE GROWTH FUNDS?
Growth funds invest in the common stock of growth-oriented companies
seeking maximum growth of earnings and share price with little regard
for dividend earnings. Generally, companies with high relative rates of
growth 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.
-----------------------------------------------------------------------

The Fund seeks to achieve its investment objective by investing its assets in
the Series. The Series, under normal market conditions, invests at least 100% of
its total assets in the following equity (or equity-related securities):

o common stocks of U.S. corporations that are judged by the adviser to have
strong growth characteristics and, with respect to at least 65% of the
Series' total assets, have a market capitalization within the
capitialization range of the S&P Mid Cap 400 Index;
o American Depository Receipts ("ADRs"), which 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 Americans to
invest in foreign companies, due to the widespread availability of
dollar-denominated price information, lower transaction costs, and timely
dividend distributions. An American Depository Share or ADS is the share
issued under an American Depositary Receipt agreement which is actually
traded;
o securities convertible into the common stock of U.S. corporations described
above;
o options on common stock or options on stock indexes.

Mid-cap companies are those whose capitalization is similar to the market
capitalization of companies in the S&P Mid Cap 400 Index at the time of the
Fund's investment. The Adviser looks for quality, sustainable-growth stocks
within the mid-cap portion of the market. Mid-cap companies often have superior
long-term potential, a strong niche or franchise, and seasoned management. At
the time of initial purchase, an investment's market capitalization will fall
within the S&P Mid Cap 400 Index. 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 medium market capitalization for purposes of the 65%
policy. The Series is not limited to only mid-cap companies, and under normal
market conditions, may invest up to 35% of its assets in stocks of companies in
other capitalizations.

-8-
<PAGE>

The Adviser believes that over the long-term, companies that experience a higher
growth in earnings and cash flow per share will achieve higher investment
returns. By consistently investing in a diversified portfolio of high growth
companies and by applying valuation disciplines, the Adviser believes that
superior long-term investment returns can be achieved at an acceptable level of
risk.

The Adviser uses a bottom-up research analysis to identify potential investment
opportunities. This research process emphasizes an understanding of business
fundamentals, including but not limited to financial statement analysis,
underlying industry trends, competitive dynamics, and other relevant
information. Research is performed not only to identify new investment
opportunities but also on existing investments on an ongoing basis to determine
continued suitability.

The Adviser selects stocks it believes exhibit consistent, above average growth
prospects. Through research, the Adviser seeks to identify companies with sound
economic business models, reputable managements, strong competitive positions,
and the ability to grow their businesses in a variety of economic environments.
Additionally, all investments undergo a valuation analysis to estimate their
risk/reward characteristics.

The Adviser's research team analyzes a broad universe of over 2,000 companies to
identify potential research candidates. Companies are screened for several
metrics including but not limited to revenue and earnings growth, debt leverage,
operating margin characteristics, cash flow generation, and return on invested
capital. Companies which pass the screens are subject to more thorough research
to evaluate their investment suitability.

Final investment candidates are evaluated and approved by the Adviser's
investment committee based on individual investment merits, and within the
context of the Series' overall portfolio characteristics and diversification
guidelines. The Series may invest in up to 100 stocks. At the time of purchase
individual stock holdings may represent up to 5% of the Series' value. Due to
market price fluctuations individual stock holdings may exceed 5% of the value
of the total portfolio. The Series may over or underweight certain industries
and sectors based on the Adviser's opinion of their relative attractiveness. The
Series may not invest in more than 10% of the outstanding shares of a company.

In order to respond to adverse market, economic, political or other conditions,
the Series may assume a temporary defensive position and invest without limit in
commercial paper and other money market instruments that are rated investment
grade. The result of this action may be that the Series will be unable to
achieve its investment objective. The Series also may use other strategies and
engage in other investment practices, which are described in detail in our
Statement of Additional Information.

ADDITIONAL RISK INFORMATION
The following is a list of certain risks that may apply to your investment in
the Fund. Further information about investment risk is available in our
Statement of Additional Information:

-9-
<PAGE>

o MID-CAP COMPANIES RISK: The Series invests in mid-cap companies, which tend
to be more vulnerable to adverse developments than larger companies.
o MARKET RISK: The risk that the market value of a security may move up and
down, 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 LIQUIDITY RISK: The risk that a security may lack sufficient liquidity in
order to execute a buy or sell program without significantly moving the
security's price. At times a security's price may experience unusual price
declines due to an imbalance between sellers and buyers of that security.
Forced liquidations of the Series or other funds which hold similar
securities could result in adverse price fluctuations in securities held
and in the overall Fund's value.
o GROWTH-ORIENTED INVESTING RISK: The risk that an investment in a
growth-oriented portfolio may be more volatile than the rest of the U.S.
market as a whole.
o DERIVATIVES RISK: Some of the Series' investments may be referred to as
"derivatives" because their value depends on, or derives 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 and related income strategies. 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 the Series' total assets may at
any time be committed or exposed to derivative strategies.
o MASTER/FEEDER RISK: The master/feeder structure is relatively new and
complex. While this structure is designed to reduce costs, it may not do
so, and there may be operational or other complications. For example,
large-scale redemptions by other feeders of their shares of the master fund
could have adverse effects on a fund such as requiring the liquidation of a
substantial portion of the master fund's holdings at a time when it could
be disadvantageous to do so. Also, other feeders of a master fund may have
a greater ownership interest in the master fund and, therefore, could have
effective voting control over the operation of the master fund.
o OPPORTUNITY RISK: The risk of missing out on an investment opportunity
because the assets necessary to take advantage of it are tied up in less
advantageous investments.

MANAGEMENT OF THE FUND
The Board of Trustees supervises the management, activities and affairs of the
Fund and has approved contracts with various financial organizations to provide,
among other services, the day-to-day management required by the Fund and its
shareholders. The Board of Trustees includes a member of the Roxbury Investment
Committee.

-10-
<PAGE>

INVESTMENT ADVISER
PLAIN TALK
-----------------------------------------------------------------------
WHAT IS AN ADVISER?
The 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 Adviser and establishes
policies that the Adviser must follow in its management activities.
-----------------------------------------------------------------------

Roxbury Capital Management, LLC, 100 Wilshire Boulevard, Suite 600, Santa
Monica, California 90401, serves as the investment adviser for the Fund (by
managing the Series). Under an advisory agreement, Roxbury, subject to the
supervision of the Board of Trustees, directs the investments of the Series in
accordance with its investment objective, policies and limitations. In addition
to serving as Adviser to the Series, Roxbury is engaged in a variety of
investment advisory activities, including the management of separately managed
accounts. The Series pays a monthly advisory fee to Roxbury at the annual rate
of 0.75% of the Series' first $1 billion of average daily net assets; 0.70% of
the Series' next $1 billion of average daily net assets; and 0.65% of the
Series' average daily net assets over $2 billion.

PORTFOLIO MANAGER
The day-to-day management of the Series is the responsibility of Roxbury's
Investment Committee. The Investment Committee meets regularly to make
investment decisions for the Series and relies on Roxbury's research team.

SERVICE PROVIDERS
The following chart provides information on the Fund's primary service
providers.

-11-
<PAGE>
<TABLE>
<CAPTION>

<S> <C> <C>
Asset Shareholder
Management Services
------------------------------------ --------------------------------

ADVISER TRANSFER AGENT

ROXBURY CAPITAL MANAGEMENT, LLC PFPC INC.
100 WILSHIRE BOULEVARD 400 BELLEVUE PARKWAY
SUITE 600 WILMINGTON, DE 19809
SANTA MONICA, CA 90401 SUITE 108

Handles shareholder services,
including recordkeeping and
statements, payment of
Manages the Fund's investment distribution and processing of
activities. buy and sell requests.

---------------------------------

ROXBURY MID CAP FUND

---------------------------------

Fund Asset
Operations Safe Keeping
------------------------------------ --------------------------------

ADMINISTRATOR AND CUSTODIAN
ACCOUNTING AGENT
WILMINGTON TRUST COMPANY
PFPC INC. RODNEY SQUARE NORTH
400 BELLEVUE PARKWAY 1100 NORTH MARKET STREET
WILMINGTON, DE 19809 WILMINGTON, DE 19890

Provides facilities, equipment and Holds the Fund's assets,
personnel to carry out settles all portfolio trades
administrative services related to and collects most of the
the Fund and calculates the Fund's valuation data required for
NAV and distributions. calculating the Fund's NAV per
share.

------------------------------------ --------------------------------

Distibution
-------------------------------------------------

DISTRIBUTION

PROVIDENT DISTRIBUTORS, INC.
3200 HORIZON DRIVE
KING OF PRUSSIA, PA 19406

Distributes the Fund's shares.

-------------------------------------------------
</TABLE>

-12-
<PAGE>

SHAREHOLDER INFORMATION
HOW SHARE PRICE IS CALCULATED
The Fund values its assets based on current market values when such values are
readily available. These prices normally are supplied by a pricing service. Any
assets held by the 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 determines the Fund's daily net asset value. 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 under the direction of
the Board of Trustees. The Fund is subject to the risk that it has valued
certain of its stocks at a higher price than it can sell them.

PLAIN TALK
-----------------------------------------------------------------------
WHAT IS THE NET ASSET VALUE or "NAV"?
NAV = ASSETS - LIABILITIES
--------------------
Outstanding Shares

-----------------------------------------------------------------------

PFPC determines the NAV per share of the Fund as of the close of regular trading
on the New York Stock Exchange (currently 4:00 p.m., Eastern time), on each
Business Day (a day that the Exchange, the Transfer Agent and the Philadelphia
branch of the Federal Reserve Bank are open for business). The NAV is calculated
by adding the value of all securities and other assets in the Fund, deducting
its liabilities and dividing the balance by the number of outstanding shares in
the Fund.

Shares will not be priced on those days the Fund is closed. As of the date of
this prospectus, those days are:

New Year's Day Memorial Day Veterans Day
Martin Luther King, Jr. Day Independence Day Thanksgiving Day
Presidents' Day Labor Day Christmas Day
Good Friday Columbus Day

SELECTING THE CORRECT CLASS OF SHARES
This prospectus offers Class A, Class B and Class C shares of the Fund. Each
class has its own cost structure, allowing you to choose the one that best meets
your requirements and current expectations. Your financial consultant can help
you decide which class is best for you. For estimated expenses of each class,
see the table under "Fees and Expenses" earlier in this prospectus.

CLASS A SHARES--INITIAL SALES CHARGE
If you purchase Class A shares, you will incur a sales charge at the time of
purchase (a "front-end load") based on the dollar amount of your purchase. The
maximum initial sales charge is 5.50%, which is reduced for purchases of $50,000
and more. Sales charges also may be reduced by using the accumulation privilege
described under "Sales Charge Reductions and Waivers." Class A

-13-
<PAGE>

shares are subject to an ongoing shareholder service fee of 0.25% of the Fund's
average net assets attributable to Class A shares. Class A shares will not be
subject to any contingent deferred sales charge (CDSC or "back end load") when
they are redeemed. Although some purchases may not be subject to an initial
sales charge, if the initial sales charge is waived, such purchases may be
subject to a CDSC of 1.00% if the shares are redeemed within one year after
purchase. Class A shares also will be issued upon conversion of Class B shares,
as described below under "Class B Shares." The minimum initial investment in
Class A shares is $2,000.

Part of the front-end sales charge is paid directly to the selling broker-dealer
(the "dealer reallowance"). The remainder is retained by the distributor and may
be used either to promote the sale of the Fund's shares or to compensate the
distributor for its efforts to sell the shares of the Fund.
<TABLE>
<CAPTION>

-------------------------- --------------------------------- ----------------------------------
YOUR INVESTMENT AS A PERCENTAGE OF OFFERING PRICE AS A PERCENTAGE OF YOUR INVESTMENT
-------------------------- --------------------------------- ----------------------------------
<S> <C> <C>
$50,000 and less 5.50% 5.82%
-------------------------- --------------------------------- ----------------------------------
$50,000 up to $150,000 5.00% 5.26%
-------------------------- --------------------------------- ----------------------------------
$150,000 up to $250,000 4.50% 4.71%
-------------------------- --------------------------------- ----------------------------------
$250,000 up to $500,000 3.50% 3.63%
-------------------------- --------------------------------- ----------------------------------
$500,000 up to $1,000,000 3.00% 3.09%
-------------------------- --------------------------------- ----------------------------------
Over $1,000,000 0.00% 0.00%
-------------------------- --------------------------------- ----------------------------------
</TABLE>

CLASS B SHARES--DEFERRED SALES CHARGE
If you purchase Class B shares, you will not incur a sales charge at the time of
purchase. However, Class B shares are subject to an ongoing Rule 12b-1
distribution fee of 0.75% of average net assets and an ongoing shareholder
service fee of 0.25% of average net assets. The Rule 12b-1 distribution fee and
the shareholder service fee accrue daily and are paid monthly. Class B shares
are subject to a CDSC if you redeem them prior to the seventh year after
purchase. At the end of the eighth year after purchase, Class B shares will
automatically convert into Class A shares of the Fund, which are subject to the
shareholder service fee of 0.25%. Automatic conversion of Class B shares into
Class A shares will occur at least once a month on the basis of the relative net
asset values of the shares of the two classes on the conversion date, without
the imposition of any sales load, fee or other charge. Conversion of Class B
shares to Class A shares will not be deemed a purchase or sale of the shares for
federal income tax purposes. Shares purchased through reinvestment of dividends
and other distributions on Class B shares also will convert automatically to
Class A shares based on the portion of purchased shares that convert. The
minimum initial investment in Class B shares is $2,000.

CLASS C SHARES--PAY AS YOU GO
If you purchase Class C shares, you do not incur a sales charge at the time of
purchase. However, Class C shares are subject to an ongoing Rule 12b-1
distribution fee of 0.75% of average net assets and an ongoing shareholder
service fee of 0.25% of average net assets. Class C shares also are subject to a
1.00% CDSC if you redeem them within 18 months of purchase. Although Class C
shares are subject to a CDSC for only 18 months (as compared to six years for
Class B), Class C shares have no conversion feature. Accordingly, if you
purchase Class C shares, those shares will be subject to the 0.75% distribution
fee and the 0.25% shareholder

-14-
<PAGE>

service fee for as long as you own your Class C shares. The minimum initial
investment in Class C shares is $2,000.

You may be subject to a CDSC upon redemption of your Class B and Class C shares
under the following conditions:

o Class B Shares

---------------------------------------------------------------
YEARS AFTER PURCHASE CDSC ON SHARES BEING REDEEMED
---------------------------------------------------------------
1st year 5.00%
---------------------------------------------------------------
2nd year 4.00%
---------------------------------------------------------------
3rd year 3.00%
---------------------------------------------------------------
4th year 3.00%
---------------------------------------------------------------
5th year 2.00%
---------------------------------------------------------------
6th year 1.00%
---------------------------------------------------------------
7th year None
---------------------------------------------------------------
After the 7th year None
---------------------------------------------------------------

Class B shares will be automatically converted to Class A shares at the
end of the eighth year (96th month) after purchase.

o Class C Shares

If you redeem Class C shares within 18 months of purchase, you will be
charged a CDSC of 1.00%. There is no CDSC imposed on Class C shares
acquired through reinvestment of dividends or capital gains.

The CDSC will be imposed on the lesser of the original purchase price or the net
asset value of the redeemed shares at the time of the redemption. CDSC
calculations are based on the specific shares involved, not the value of the
account. To keep your CDSC as low as possible, each time you place a request to
sell shares, we will first sell any shares in your account that are not subject
to a CDSC. If there are not enough of these shares to meet your request, we will
sell your shares on a first-in, first-out basis. Your financial consultant or
institution may elect to waive some or all of the payment, thereby reducing or
eliminating the otherwise applicable CDSC.

OTHER CLASSES OF SHARES
The Fund may offer other classes of shares, from time to time, for special
purposes. These other classes, if offered, will not be available to the general
public, although they may appear in newspaper listings. When reviewing newspaper
listings, please remember that the class or classes listed may not be the class
you own and therefore the net asset value(s) listed may be different from the
net asset value of your shares.

SALES CHARGE REDUCTIONS AND WAIVERS

REDUCING SALES CHARGES ON YOUR CLASS A SHARES. There are several ways you can
combine multiple purchases of Class A shares to take advantage of the
breakpoints in the sales charge schedule. These can be combined in any manner:

-15-
<PAGE>

o Accumulation privilege--lets you add the value of any Class A shares you
and your immediate family already own to the amount of your next investment
for purposes of calculating sales charges

o Letter of intent--lets you purchase Class A shares over a 13-month period
and receive the same sales charge as if all shares had been purchased at
once. See the new account application and our Statement of Additional
Information for terms and conditions.

To use these privileges, discuss your eligibility with your financial
consultant.

CDSC WAIVERS. In general, the CDSC may be waived on shares you sell for the
following reasons:

o Payments through certain systematic retirement plans and other employee
benefit plans

o Qualifying distributions from qualified retirement plans and other employee
benefit plans

o Distributions from custodial accounts under section 403(b)(7) of the
Internal Revenue Code as well as from Individual Retirement Accounts (IRAs)
due to death, disability or attainment of age 59 1/2

o Participation in certain fee-based programs

To use any of these waivers, contact your financial consultant.

REINSTATEMENT PRIVILEGE. If you sell shares of the Fund, you may invest some or
all of the proceeds in the Fund within 90 days without a sales charge. If you
paid a CDSC when you sold your shares, you will be credited with the amount of
the CDSC. All accounts involved must have the same registration.

To use this privilege, contact your financial consultant.

NET ASSET VALUE PURCHASES. Class A shares may be sold at net asset value, with
only a $2,000 minimum initial investment, to:

o Clients of financial consultants who exchange their shares from an
unaffiliated investment company that has a comparable sales charge, so long
as shares are purchased within 60 days of the redemption;

o Trustees or other fiduciaries purchasing shares for certain retirement
plans of organizations with 50 or more eligible employees and
employer-sponsored benefit plans in connection with purchases of Fund
shares made as a result of participant-directed exchanges between options
in such a plan;

o Investment advisers, financial planners and certain financial institutions
that place trades for their own accounts or the accounts of their clients
either individually or through a master account and who charge a
management, consulting or other fee for their services;

-16-
<PAGE>

o "Wrap accounts" for the benefit of clients of broker-dealers, financial
institutions or financial planners having sales or service agreements with
the distributor or another broker-dealer or financial institution with
respect to sales of Fund shares;

o Current or retired trustees, officers and employees of the Fund, the
distributor, the transfer agent, the adviser and its members, certain
family members of the above persons, and trusts or plans primarily for such
persons or their family members;

o Current or retired registered representatives or full-time employees and
their spouses and minor children and plans of broker-dealers or other
institutions that have selling agreements with the distributor; and

o Such other persons as are determined by the adviser or distributor to have
acquired shares under circumstances where the Fund has not incurred any
sales expense.

PURCHASE OF SHARES
Investors may purchase shares of the Fund through financial intermediaries such
as financial consultants, securities brokers, dealers or benefit plan
administrators. Investors should contact their financial intermediary directly
for appropriate purchase instructions, as well as for information pertaining to
accounts and any servicing or transaction fees that may be charged. Some
financial intermediaries may appoint subagents.

The minimum initial investment in Class A, Class B or Class C shares is $2,000
(including IRAs) and $100 for subsequent investments. The adviser or the
distributor, at their discretion, may waive these minimums. See our Statement of
Additional Information for further details.

See "Sales Charge Reductions and Waivers" for ways to make your initial
investment go farther.

Shares are sold at a public offering price based on the net asset value for the
class of shares selected. If your purchase order is received by the transfer
agent before the close of regular trading on the Exchange on any Business Day,
you will pay the next public offering price 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 the 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.

-17-
<PAGE>

For information on other ways to purchase shares, including through an
individual retirement account (IRA), call the Transfer Agent at (800) 497-2960,
or see our Statement of Additional Information.

For information on an automatic investment plan or a payroll investment plan,
see our Statement of Additional Information.

REDEMPTION OF SHARES
PLAIN TALK
-----------------------------------------------------------------------
HOW TO REDEEM (SELL) SHARES:
o By mail
o By telephone
-----------------------------------------------------------------------

If you purchased your shares through a financial intermediary, you should
contact the intermediary for information relating to redemptions. The Fund's
name and your account number should accompany any redemption requests.

SMALL ACCOUNTS: If the value of your Fund accounts falls below $500, the Fund
may ask you to increase your balance. If the account balance is still below $500
after 60 days, the Fund may close your account and send you the proceeds. The
Fund will not close your account if it falls below $500 solely as a result of a
reduction in your account's market value.

For information on other ways to redeem shares, please refer to our Statement of
Additional Information.

DISTRIBUTIONS
PLAIN TALK
-----------------------------------------------------------------------
WHAT IS NET INVESTMENT INCOME?
Net investment income consists of interest and dividends earned by a
fund on its investments less accrued expenses.
-----------------------------------------------------------------------

Distributions from the net investment income of the Fund are declared and paid
annually to you. Any net capital gain realized by the Fund will be distributed
annually.

Distributions are payable to shareholders of record at the time distributions
are declared (including holders of shares being redeemed, but excluding holders
of shares being purchased). All distributions are reinvested in additional Fund
shares, unless you have elected to receive distributions in cash.

TAXES
FEDERAL INCOME TAX: As long as the Fund meets the requirements for being a
"regulated investment company," it pays no Federal income tax on the earnings
and gains it distributes to shareholders. While the Fund may invest in
securities that earn interest subject to Federal income tax and securities that
earn interest exempt from that tax, under normal conditions the Fund invests
primarily in taxable securities. The Fund will notify you following the end of
the calendar year of the amount of dividends and other distributions paid that
year.

-18-
<PAGE>

Dividends you receive from the Fund, whether reinvested in Fund shares or taken
as cash, are generally taxable to you as ordinary income. The Fund's
distributions of net capital gain, whether received in cash or reinvested in
additional Fund shares, are taxable to you as long-term capital gain, regardless
of the length of time you have held your shares. You should be aware that if
Fund shares are purchased shortly before the record date for any dividend or
capital gain distribution, you will pay the full price for the shares and will
receive some portion of the price back as a taxable distribution. The Fund
anticipates the distribution of net capital gain.

It is a taxable event for you if you sell or exchange shares of the Fund.
Depending on the purchase price and the sale price of the shares you exchange,
you may have a taxable gain or loss on the transaction. You are responsible for
any tax liability generated by your transactions.

STATE AND LOCAL INCOME TAXES: You should consult your tax advisers concerning
state and local taxes, which may have different consequences from those of the
Federal income tax law.

This section is only a summary of some important income tax considerations that
may affect your investment in the Fund. More information regarding those
considerations appears in our Statement of Additional Information. You are urged
to consult your tax adviser regarding the effects of an investment on your tax
situation.

DISTRIBUTION AND SERVICE ARRANGEMENTS
Provident Distributors, Inc. ("PDI") manages the Fund's distribution efforts and
enters into dealer agreements with financial consultants to sell fund shares.

PLAIN TALK
-----------------------------------------------------------------------
HOW CAN YOUR FINANCIAL CONSULTANT HELP YOU?
Your financial consultant is thoroughly familiar with the Fund and with
Roxbury Capital Management. He or she can answer any questions you have
now, or in the future, about how the Fund operates, which class of
shares is most appropriate for you and how the Roxbury investment style
works and has performed for other investors. Your financial consultant
is a valuable and knowledgeable resource.
-----------------------------------------------------------------------

RULE 12B-1 FEES
PLAIN TALK
-----------------------------------------------------------------------
WHAT ARE 12b-1 FEES?
12b-1 fees, charged by some funds, are deducted from fund assets to pay
for marketing and advertising expenses or, more commonly, to compensate
sales professionals for selling fund shares.
-----------------------------------------------------------------------

The Fund has adopted a distribution plan under Rule 12b-1 that allows the Fund
to pay a fee to PDI for facilitating the sale and distribution of its shares.
Because these fees are paid out of the Fund's assets on an ongoing basis, over
time these fees indirectly will increase the cost of your investment and may
cost you more than paying other types of sales charges.

-19-
<PAGE>

Rule 12b-1 permits a fund directly or indirectly to pay expenses associated with
the distribution of its shares and the servicing of its shareholders in
accordance with a plan adopted by the Board of Trustees and approved by its
shareholders. Pursuant to the Rule, the Board has approved, and the Fund has
entered into, a Distribution Plan with PDI, for the Class B and Class C shares.
Under the Distribution Plan, the Fund will pay distribution fees to PDI at a
maximum annual rate of 0.75% of its aggregate average daily net assets
attributable to its Class B and Class C shares.

The Distribution Plan provides that PDI may use the distribution fees received
from a class of shares to pay for the distribution and shareholder servicing
expenses of that class, including, but not limited to (i) incentive compensation
paid to the directors, officers and employees of, agents for and consultants to,
the distributor or any other broker-dealer or financial institution that engages
in the distribution of that class; and (ii) compensation to broker-dealers,
financial institutions or other persons for providing distribution assistance
with respect to that class. Distribution fees may also be used for (i) marketing
and promotional activities, including, but not limited to, direct mail
promotions and television, radio, newspaper, magazine and other mass media
advertising for that class; (ii) costs of printing and distributing
prospectuses, Statements of Additional Information and reports of the Fund to
prospective investors in that class; (iii) costs involved in preparing, printing
and distributing sales literature pertaining to the Fund and that class; and
(iv) costs involved in obtaining whatever information, analyses and reports with
respect to marketing and promotional activities that the Fund may, from time to
time, deem advisable with respect to the distribution of that class.
Distribution fees are accrued daily and paid monthly, and are charged as
expenses of, respectively, Class B and Class C shares as accrued.

The distribution fees applicable to the Class B and Class C shares are designed
to permit you to purchase Class B and Class C shares through broker-dealers
without the assessment of a front-end sales charge and at the same time to
permit the distributor to compensate broker-dealers on an ongoing basis to
provide services to shareholders of the Class B and Class C shares attributable
to those broker-dealers.

SHAREHOLDER SERVICE FEES
The Board of Trustees has adopted a shareholder service plan authorizing the
Fund to pay service providers an annual fee not exceeding 0.25% of the Fund's
average daily net assets of each class of shares, to compensate service
providers who maintain a service relationship. Service activities provided under
this plan include (a) establishing and maintaining shareholder accounts and
records, (b) answering shareholder inquiries, (c) assisting in share purchases
and redemptions, (d) providing statements and reports to shareholders, and (e)
providing other related services requested by shareholders.

MASTER/FEEDER STRUCTURE
Other institutional investors, including other mutual funds, may invest in the
Series. The master/feeder structure enables various institutional investors,
including the Fund, to pool their assets, which may be expected to result in
economies by spreading certain fixed costs over a larger asset base. Each
shareholder of a master fund, including the Series, will pay its proportionate
share of the master fund's expenses.

-20-
<PAGE>

For reasons relating to costs or a change in investment goal, among others, the
Fund could switch to another master fund or decide to manage its assets itself.
The Fund is not currently contemplating such a move.

-21-
<PAGE>

FOR MORE INFORMATION

FOR INVESTORS WHO WANT MORE INFORMATION ON THE FUND, THE FOLLOWING DOCUMENTS ARE
AVAILABLE FREE UPON REQUEST:

STATEMENT OF ADDITIONAL INFORMATION (SAI): Provides a complete technical and
legal description of the Fund's policies, investment restrictions, risks, and
business structure. This prospectus incorporates the SAI by reference.

Copies of these documents and answers to questions about the Fund may be
obtained without charge by contacting:

Roxbury Mid Cap Fund
c/o PFPC Inc.
400 Bellevue Parkway
Suite 108
Wilmington, Delaware 19809
(800) 497-2960
8:30 a.m. to 5:00 p.m. Eastern time

Information about the Fund (including the SAI) can be reviewed and copied at the
Public Reference Room of the Securities and Exchange Commission in Washington,
D.C. Copies of this information may be obtained, upon payment of a duplicating
fee, by electronic request at the following e-mail address: [email protected],
or by writing the Public Reference Room of the SEC, Washington, DC, 20549-6009.
Information on the operation of the Public Reference Room may be obtained by
calling the SEC at 1-(800)-SEC-0330. Reports and other information about the
Fund may be viewed on-screen or downloaded from 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 811-08648.

<PAGE>

[LOGO OMITTED]

ROXBURY SCIENCE AND TECHNOLOGY FUND

================================================================================

PROSPECTUS DATED ______________

<PAGE>

TABLE OF CONTENTS

A LOOK AT THE GOALS, STRATEGIES, PORTFOLIO DESCRIPTION
RISKS AND EXPENSES OF THE Summary....................................3
FUND. Fees and Expenses..........................4
Adviser Prior Performance..................6
Investment Objective.......................7
Primary Investment Strategies..............7
Additional Risk Information................9

DETAILS ABOUT THE SERVICE MANAGEMENT OF THE FUND
PROVIDERS. Investment Adviser........................10
Portfolio Manager.........................11
Service Providers.........................11

POLICIES AND INSTRUCTIONS FOR SHAREHOLDER INFORMATION
OPENING, MAINTAINING AND How Share Price is Calculated.............13
CLOSING AN ACCOUNT IN THE Selecting the Correct Class of Shares.....13
FUND. Sales Charge Reductions and Waivers.......15
Purchase of Shares........................17
Redemption of Shares......................18
Distributions.............................18
Taxes.....................................18

DETAILS ON DISTRIBUTION PLANS, DISTRIBUTION AND SERVICE ARRANGEMENTS
DISTRIBUTION AND SERVICE FEES Rule 12b-1 Fees...........................19
AND THE FUND'S MASTER/FEEDER Shareholder Service Fees..................20
ARRANGEMENT. Master/Feeder Structure...................20

FOR MORE INFORMATION..............back cover

For information about key terms and concepts, look for our "PLAIN TALK"
explanations.

-2-
<PAGE>

ROXBURY SCIENCE AND TECHNOLOGY FUND

PORTFOLIO DESCRIPTION
PLAIN TALK
-----------------------------------------------------------------------
WHAT IS A MUTUAL FUND?
A mutual fund pools shareholders' money and, using a professional
investment manager, invests in securities like stocks and bonds.
-----------------------------------------------------------------------

SUMMARY

Investment Objective o ROXBURY SCIENCE AND TECHNOLOGY FUND seeks
superior long-term growth of capital.
--------------------------------------------------------------------------------
Investment Focus o Equity securities (generally common stocks
relating to the science and technology
industries)
--------------------------------------------------------------------------------
Share Price Volatility o Moderate to high
--------------------------------------------------------------------------------
Principal Investment o The Fund invests in a non-diversified portfolio
which is focused on 20-35 common stocks from
three of the fastest growth industries in the
world: healthcare, telecommunications and
technology.
o The Fund operates as a "feeder fund" which means
that the Fund does not buy individual securities
directly. Instead, it invests in a corresponding
mutual fund or "master fund," which in turn
purchases the actual stock holdings. The Fund's
master fund is the Science and Technology Series
(the "Series") of WT Investment Trust I.
o In a master/feeder arrangement, a feeder fund,
like the Fund, takes your investment dollars and
transfers them to an even larger pool, like the
Series, for greater efficiency. The Fund and the
Series have the same investment objective,
policies and limitations. When this prospectus
refers to investments of the Fund it is actually
referring to the investments of the Series.
o The Adviser purchases stocks it believes
exhibit consistent, above-average earnings
growth, superior quality and attractive
risk/reward characteristics. The Adviser
analyzes the stocks of over 2000 companies using
a bottom-up approach to search for high quality
companies which are growing at about double the
market's average rate. The Adviser generally
sells stocks when the risk/rewards of a stock
turn negative, when company fundamentals
deteriorate, or when a stock under performs the
market or its peer group.
-------------------------- -----------------------------------------------------
Principal Risks The Fund is subject to the following risks summarized
below, which are further described under "Additional
Risk Information."
o The Series is classified as "non-diversified."
This means that this Series may invest a greater
percentage of its assets in one particular
issuer. Consequently, a decline in value of the
securities of a single issuer would have a
greater negative impact on the Fund than if the
Fund were diversified. In addition, the Series
will focus on 25 to 30 stocks of companies in
the science and technology industries. As a
result, the value of the Series' shares may vary
more widely, and the Series' may be subject to
greater market and credit risk than if the
Series invested more broadly.
o The Fund may invest in relatively small
companies with small market capitalizations.
Such companies are subject to abrupt market
movements due to their tendency to be thinly
traded and subject to greater business risk.
o There is no guarantee that the stock market or
the stocks that the Fund buys will always
increase in value. Therefore, it is possible to
lose money by investing in the Fund.
o The Fund's share price will fluctuate in
response to changes in the market value of the
Fund's investments. Market value will change as
a result of business developments affecting an
issuer as well as general market and economic
conditions.
o Growth-oriented investments may be more volatile
than the rest of the U.S. stock market as a
whole.
o The performance of the Fund will depend on how
successfully the adviser pursues its investment
strategy.
-------------------------- -----------------------------------------------------

-3-
<PAGE>

-------------------------- -----------------------------------------------------
Investor Profile o Investors who want the value of their
investment to grow and who are willing to accept
more volatility for the possibility of higher
growth returns.
-------------------------- -----------------------------------------------------

FEES AND EXPENSES

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR
INVESTMENT) CLASS A CLASS B(a) CLASS C
------- ---------- -------
Maximum sales charge (load) imposed on 5.50%(b) None None
purchases (as a percentage of offering price)
Maximum deferred sales charge None(c) 5.00%(d) 1.00%(e)
Maximum sales charge imposed on None None None
reinvested dividends (and other distributions)
Redemption fee(f) None None None
-------------------------
(a) Class B shares convert to Class A shares automatically at the end of
the eighth year (96th month) after purchase. Investors seeking to
purchase Class B shares in amounts that exceed $250,000 should discuss
with their financial consultant whether the purchase of another class
would be more appropriate; such orders may be rejected by the Fund.
(b) Reduced for purchases of $50,000 and more.
(c) Class A shares are not subject to a contingent deferred sales charge (a
"CDSC"); except certain purchases that are not subject to an initial
sales charge may instead be subject to a CDSC of 1.00% of amounts
redeemed within the first year of purchase. Such a CDSC may be waived
in connection with redemptions to participants in certain fee-based
programs.
(d) 5.00% during the first year, 4.00% during the second year, 3.00% during
the third year and fourth year; 2.00% during the fifth year, and 1.00%
during the sixth year. Class B shares automatically convert into Class
A shares at the end of the eighth year after purchase and thereafter
will not be subject to a CDSC.
(e) Class C shares are subject to a 1.00% CDSC only if redeemed within the
first 18 months after purchase.
(f) If you effect a redemption via wire transfer, you may be required to
pay fees, including a $10 wire fee and other fees, that will be
directly deducted from your redemption proceeds. If you request
redemption checks to be sent by overnight mail, you may be required to
pay a $10 fee that will be directly deducted from your redemption
proceeds.

-4-
<PAGE>

ANNUAL FUND OPERATING EXPENSES 1
(EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) CLASS A CLASS B CLASS C
------- ------- -------
Management fees 1.00% 1.00% 1.00%
Distribution (12b-1) fee None 0.75% 0.75%
Shareholder Service fee 0.25% 0.25% 0.25%
Other expenses 2 0.55% 0.55% 0.55%
Total Annual Operating Expenses 1.80% 2.55% 2.55%
-------------------------
1 The table above and the example below each reflect the aggregate annual
operating expenses of the Fund and the Series.
2 "Other expenses" are based on estimated amounts for the current fiscal year.

Although your actual cost may be higher or lower, based on these assumptions,
your costs would be:

1 YEAR 3 YEARS
------ -------
Class A 1 $723 $1,085

Class B $258 $794

Class B (assuming complete redemption at
the end of the 1 year or 3 year period)2 $758 $1,094

Class C $258 $794

Class C (assuming complete redemption at $358 $794
the end of the 1 year or 3 year period)2

1 Assumes deduction at time of purchase of maximum sales charge.
2 Assumes deduction at redemption of maximum deferred sales charge.

THE ABOVE EXAMPLE IS FOR COMPARISON PURPOSES ONLY AND IS NOT A REPRESENTATION OF
THE FUND'S ACTUAL EXPENSES AND RETURNS, EITHER PAST OR FUTURE.

ADVISER PRIOR PERFORMANCE IN SCIENCE AND TECHNOLOGY ACCOUNTS
The following material presents the performance of accounts managed by the
Adviser with an exclusive focus on stocks in the science and technology
industries. The Adviser recognized that

-5-
<PAGE>

science and technology companies have shown attractive returns over time and in
March 1999 began managing accounts with stocks chosen exclusively from these
industries.

The Science and Technology accounts ("Accounts") constitute the accounts managed
by the Adviser that have an identical or substantially similar investment
objective or investment approach as the Fund and that met certain basic criteria
as to minimum account value, discretionary status, and period of management of
more than one month. The Accounts reflect taxable and tax-exempt investors, as
will the Fund. The Accounts were not subject to the same types of expenses to
which the Fund is subject, nor to the diversification requirements, specific tax
restrictions and investment limitations imposed on the Fund by the Investment
Company Act of 1940, or the Internal Revenue Code of 1986. The performance of
the Accounts may have been adversely affected had they been subject to the same
expenses, restrictions and limitations. The Adviser believes that any adverse
effect would not have been significant. The results presented are not intended
to predict or suggest the return to be experienced by the Fund or the return you
might achieve by investing in the Fund. You should not rely on the following
performance data as an indication of future performance of the Adviser of the
Fund.

TOTAL RETURN OF SCIENCE AND TECHNOLOGY ACCOUNTS
(INCEPTION 4/13/99)
<TABLE>
<CAPTION>

2nd Quarter 1st Quarter 1 Year 4th Quarter 3rd Quarter
Ended Ended Ended Ended Ended
Average Return for June 30, Mar. 31, Dec. 31, Dec. 31, Sept. 30,
the Periods Specified 2000 2000 1999 1999 1999
--------------------- ---- ---- ---- ---- ----

<S> <C> <C> <C> <C> <C>
The Accounts (net of expenses) -8.37% 14.54% 86.70% 70.34% 11.22%
S&P 500 Index -2.66% 2.29% 21.03% 14.88% -6.25%
</TABLE>

Please read the following important notes concerning the Accounts:

1. The results for the Accounts reflect both income and capital appreciation
or depreciation (total return). Dividends are accounted for on a cash
basis; other items of income are accounted for on an accrual basis. Returns
are time-weighted and represent the dollar-weighted average of Accounts
with a minimum size of $500,000. Return figures are net hypothetical
management fees of 1%, the highest fee the Advisor charges to manage
Science and Technology Accounts. Accounts are valued daily.

2. The S&P 500 Index consists of 500 stocks chosen by Standard & Poor for
market size, liquidity and industry group representation. It is a
market-value weighted unmanaged index (stock price times number of shares
outstanding), with each stock's weight in the S&P 500 Index proportionate
to its market value.

-6-
<PAGE>

SPECIAL NOTE CONCERNING ADVISER INVESTMENT RETURNS: You should note that
the Fund will compute and disclose its average annual compounded rate of
return using the standard formula set forth in SEC rules, which differs in
certain respects from the method used to compute the returns for the
Accounts noted above. The SEC total return calculation method calls for
computation and disclosure of an average annual compounded rate of return
for one, five and ten year periods or shorter periods from inception. The
SEC formula provides a rate of return that equates a hypothetical initial
investment of $10,000 to an ending redeemable value. The returns shown for
the Accounts are reduced to reflect the deduction of advisory fees in
accordance with the SEC calculation formula, which requires that returns
shown for a fund be net of advisory fees as well as all other applicable
fund operating expenses. Performance was calculated on a trade date basis.

INVESTMENT OBJECTIVE
The Fund and the Series seek superior long-term growth of capital.

For purposes of this investment objective, "superior" long-term growth of
capital means long-term growth of capital from investments in securities of
companies in the healthcare, telecommunications and technology sectors with the
objective of achieving returns in excess of the S&P 500 Index returns. This
investment objective may not be changed without shareholder approval. There is
no guarantee that the Fund will achieve its investment objective.

The Fund is a non-diversified portfolio which seeks to achieve its investment
objective by investing its assets in the Series. The Series may invest up to
100% of its total assets in the following equity (or equity-related) securities:

o common stocks of U.S. corporations;
o securities convertible into the common stock of U.S. corporations;
o American Depository Receipts ("ADRs"), which are negotiable certificates held
in a U.S.

-7-
<PAGE>

bankrepresenting a specific number of shares of a foreign stock traded on a
U.S. stock exchange. ADRs make it easier for Americans to invest in foreign
companies, due to the widespread availability of dollar-denominated price
information, lower transaction costs, and timely dividend distributions. An
American Depository Share or ADS is the share issued under an American
Depositary Receipt agreement which is actually traded;

o options on common stock or options on stock indexes. Options may not
represent more than 15% of the Fund's market value.

o Initial Public Offerings ("IPOs"). IPOs may not represent more than 15% of
the Fund's market value.

The Series is a unique, non-diversified portfolio which is focused on 20 to 35
stocks from three of the fastest growth industries in the world: healthcare,
telecommunications and technology. This all capitalization portfolio
incorporates the Adviser's focus on industry leading growth companies in the
science and technology industries. The Adviser believes demographic trends and
technological developments will continue to generate strong, sustainable growth
rates and high returns on invested capital for the leading companies.

Investments are spread across the science and technology industries in varying
weights while balancing risk by investing in a mix of large and small
capitalization stocks. The Adviser believes that over the long-term, companies
that experience a higher growth in earnings and cash flow per share will achieve
higher investment returns. By applying valuation disciplines, the Adviser
believes that superior long-term investment returns can be achieved at an
acceptable level of risk.

The Adviser uses a bottom-up research analysis to identify potential investment
opportunities. The research process emphasizes an understanding of business
fundamentals, including but not limited to financial statement analysis,
underlying industry trends, competitive dynamics, and other relevant
information. The process also involves extensive company visits, interviews with
customers and suppliers and attending industry symposiums. Research is performed
not only to identify new investment opportunities but also on existing
investments on an ongoing basis to determine continued suitability.

The Adviser selects stocks it believes exhibit sustainable growth and expanding
returns on invested capital. Through research, the Adviser seeks to identify
companies with sound economic business models, reputable managements, strong
competitive positions, and the ability to grow their businesses in a variety of
economic environments. Additionally, all investments undergo a valuation
analysis to estimate their risk/reward characteristics.

The Adviser's research analyst team surveys a broad universe of over 2,000
companies to identify potential research candidates. Companies are screened for
several metrics including but not limited to revenue and earnings growth, debt
leverage, operating margin characteristics, cash flow generation, and return on
invested capital. Companies which pass the screens are subject to more thorough
research to evaluate their investment suitability.

-8-
<PAGE>

o INDUSTRY RISK: The Series will concentrate on investments in the
healthcare, telecommunications and technology industries. The Series'
investments in companies dependent on scientific and technological
developments may be more volatile because of certain risks associated with
these industries. Such risks include the short life cycles and competitive
pressures of many of the products or services of theses companies, and the
adverse impact of government regulation.
o NON-DIVERSIFICATION RISK: The susceptibility of this Series to the risks
associated with the particular industries in which it may invest most of
its assets. Such risks include unsuccessful product or services and adverse
impact by government regulation.
o SMALL/MEDIUM SIZED COMPANY RISK: The risk of abrupt or erratic market
movement of smaller companies. The Series may invest in such Companies that
have small market capitalizations.
o MARKET AND CREDIT RISK: The risk that the market value of a security may
move up and down, 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 LIQUIDITY RISK: The risk that a security may lack sufficient liquidity in
order to execute a buy or sell program without significantly moving the
security's price. At times a security's price may experience unusual price
declines due to an imbalance between sellers and buyers of that security.
Forced liquidations of this Series or other funds which hold similar
securities could result in adverse price fluctuations in securities held
and the overall Series' value.
o GROWTH-ORIENTED INVESTING RISK: The risk that an investment in a
growth-oriented portfolio may be more volatile than the rest of the U.S.
market as a whole.
o DERIVATIVES RISK: Some of the Series' investments may be referred to as
"derivatives" because their value depends on, or derives 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 and related income strategies. The market value of derivative

-9-
<PAGE>

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 10% of the Series' total assets may at
any time be committed or exposed to derivative strategies.
o MASTER/FEEDER RISK: The master/feeder structure is relatively new and
complex. While this structure is designed to reduce costs, it may not do
so, and there may be operational or other complications. For example,
large-scale redemptions by other feeders of their shares of the master fund
could have adverse effects on a fund such as requiring the liquidation of a
substantial portion of the master fund's holdings at a time when it could
be disadvantageous to do so. Also, other feeders of a master fund may have
a greater ownership interest in the master fund and, therefore, could have
effective voting control over the operation of the master fund.
o OPPORTUNITY RISK: The risk of missing out on an investment opportunity
because the assets necessary to take advantage of it are tied up in less
advantageous investments.
o IPO RISK: The risk of investing in the initial public offerings of shares
is greater than investing in mature public companies. In addition, since
the Series may participate in IPOs, an investment in an IPO may have a
magnified impact on the Fund's returns due to the Fund's small asset base.
As the Fund's assets grow, it is probable that the effect of investments in
IPOs on the Fund's total returns will decline, which may reduce the Fund's
total returns.

INVESTMENT ADVISER
PLAIN TALK
-----------------------------------------------------------------------
WHAT IS AN ADVISER?
The 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 adviser and establishes
policies that the adviser must follow in its management activities.
-----------------------------------------------------------------------

Roxbury Capital Management, LLC, 100 Wilshire Boulevard, Suite 600, Santa
Monica, California 90401, serves as the investment adviser for the Fund (by
managing the Series). Under an advisory agreement, Roxbury, subject to the
supervision of the Board of Trustees, directs the investments of the Series in
accordance with its investment objective, policies and limitations. In addition
to serving as Adviser to the Series, Roxbury is engaged in a variety of
investment advisory activities, including the management of separately managed
accounts. The Series pays a monthly advisory fee to Roxbury at the annual rate
of 1.00% of the Series' first $1 billion of average daily net assets; 0.95% of
the Series' next $1 billion of average daily net assets; and 0.90% of the
Series' average daily net assets over $2 billion.

-10-
<PAGE>

SERVICE PROVIDERS
The following chart provides information on the Fund's primary service
providers.

-11-
<PAGE>

<S> <C> <C>
Asset Shareholder
Management Services
------------------------------------ --------------------------------

ADVISER TRANSFER AGENT

ROXBURY CAPITAL MANAGEMENT, LLC PFPC INC.
100 WILSHIRE BOULEVARD 400 BELLEVUE PARKWAY
SUITE 600 WILMINGTON, DE 19809
SANTA MONICA, CA 90401 SUITE 108

Handles shareholder services,
including recordkeeping and
statements, payment of
Manages the Fund's investment distribution and processing of
activities. buy and sell requests.

------------------------------------ --------------------------------

---------------------------------

ROXBURY SCIENCE AND TECHNOLOGY
FUND

---------------------------------

Fund Asset
Operations Safe Keeping
------------------------------------ --------------------------------

ADMINISTRATOR AND CUSTODIAN
ACCOUNTING AGENT
WILMINGTON TRUST COMPANY
PFPC INC. RODNEY SQUARE NORTH
400 BELLEVUE PARKWAY 1100 NORTH MARKET STREET
WILMINGTON, DE 19809 WILMINGTON, DE 19890

------------------------------------ --------------------------------

Distibution
-------------------------------------------------

DISTRIBUTION

PROVIDENT DISTRIBUTORS, INC.
3200 HORIZON DRIVE
KING OF PRUSSIA, PA 19406

Distributes the Fund's shares.

-------------------------------------------------
</TABLE>
-12-
<PAGE>

PLAIN TALK
-----------------------------------------------------------------------
WHAT IS THE NET ASSET VALUE or "NAV"?
NAV = ASSETS - LIABILITIES
--------------------
Outstanding Shares

-----------------------------------------------------------------------

Shares will not be priced on those days the Fund is closed. As of the date of
this prospectus, those days are:

New Year's Day Memorial Day Veterans Day
Martin Luther King, Jr. Day Independence Day Thanksgiving Day
Presidents' Day Labor Day Christmas Day
Good Friday Columbus Day

-13-
<PAGE>

--------------------------- -------------------------- ---------------------
AS A PERCENTAGE
YOUR INVESTMENT AS A PERCENTAGE OF OF YOUR
OFFERING PRICE INVESTMENT
--------------------------- -------------------------- ---------------------
$50,000 and less 5.50% 5.82%
--------------------------- -------------------------- ---------------------
$50,000 up to $150,000 5.00% 5.26%
--------------------------- -------------------------- ---------------------
$150,000 up to $250,000 4.50% 4.71%
--------------------------- -------------------------- ---------------------
$250,000 up to $500,000 3.50% 3.63%
--------------------------- -------------------------- ---------------------
$500,000 up to $1,000,000 3.00% 3.09%
--------------------------- -------------------------- ---------------------
Over $1,000,000 0.00% 0.00%
--------------------------- -------------------------- ---------------------

CLASS B SHARES--DEFERRED SALES CHARGE
If you purchase Class B shares, you will not incur a sales charge at the time of
purchase. However, Class B shares are subject to an ongoing Rule 12b-1
distribution fee of 0.75% of average net assets and an ongoing shareholder
service fee of 0.25% of average net assets. The Rule 12b-1 distribution fee and
the shareholder service fee accrue daily and are paid monthly. Class B shares
are subject to a CDSC if you redeem them prior to the seventh year after
purchase. At the end of the eighth year (96th month) after purchase, Class B
shares will automatically convert into Class A shares of the Fund, which are
subject to the shareholder service fee of 0.25%. Automatic conversion of Class B
shares into Class A shares will occur at least once a month on the basis of the
relative net asset values of the shares of the two classes on the conversion
date, without the imposition of any sales load, fee or other charge. Conversion
of Class B shares to Class A shares will not be deemed a purchase or sale of the
shares for federal income tax purposes. Shares purchased through reinvestment of
dividends and other distributions on Class B shares also will convert
automatically to Class A shares based on the portion of purchased shares that
convert. The minimum initial investment in Class B shares is $2,000.

CLASS C SHARES--PAY AS YOU GO

If you purchase Class C shares, you do not incur a sales charge at the time of
purchase. However, Class C shares are subject to an ongoing Rule 12b-1
distribution fee of 0.75% of average net assets and an ongoing shareholder
service fee of 0.25% of average net assets. Class C shares also are subject to a
1.00% CDSC if you redeem them within 18 months of purchase. Although Class C
shares are subject to a CDSC for only 18 months (as compared to six years for
Class B), Class C shares have no conversion feature. Accordingly, if you
purchase Class C shares, those shares will be subject to the 0.75% distribution
fee and the 0.25% shareholder

-14-
<PAGE>

service fee for as long as you own your Class C shares. The minimum initial
investment in Class C shares is $2,000.

You may be subject to a CDSC upon redemption of your Class B and Class C shares
under the following conditions:

o Class B Shares
---------------------------------------------------------------
YEARS AFTER CDSC ON SHARES BEING
PURCHASE REDEEMED
---------------------------------------------------------------
1st year 5.00%
---------------------------------------------------------------
2nd year 4.00%
---------------------------------------------------------------
3rd year 3.00%
---------------------------------------------------------------
4th year 3.00%
---------------------------------------------------------------
5th year 2.00%
---------------------------------------------------------------
6th year 1.00%
---------------------------------------------------------------
7th year None
---------------------------------------------------------------
After the 7th year None
---------------------------------------------------------------

Class B shares will be automatically converted to Class A shares at the
end of the eighth year (96th month) after purchase.

o Class C Shares

If you redeem Class C shares within 18 months of purchase, you will be
charged a CDSC of 1.00%. There is no CDSC imposed on Class C shares
acquired through reinvestment of dividends or capital gains.

SALES CHARGE REDUCTIONS AND WAIVERS
REDUCING SALES CHARGES ON YOUR CLASS A SHARES. There are several ways you can
combine multiple purchases of Class A shares to take advantage of the
breakpoints in the sales charge schedule. These can be combined in any manner:

-15-
<PAGE>

o Accumulation privilege--lets you add the value of any Class A shares you
and your immediate family already own to the amount of your next investment
for purposes of calculating sales charges

To use these privileges, discuss your eligibility with your financial
consultant.

CDSC WAIVERS. In general, the CDSC may be waived on shares you sell for the
following reasons:

o Payments through certain systematic retirement plans and other employee
benefit plans

o Qualifying distributions from qualified retirement plans and other employee
benefit plans

o Distributions from custodial accounts under section 403(b)(7) of the
Internal Revenue Code as well as from Individual Retirement Accounts (IRAs)
due to death, disability or attainment of age 59 1/2

o Participation in certain fee-based programs

To use any of these waivers, contact your financial consultant.

To use this privilege, contact your financial consultant.

NET ASSET VALUE PURCHASES. Class A shares may be sold at net asset value, with
only a $2,000 minimum initial investment, to:

-16-
<PAGE>

o Such other persons as are determined by the adviser or distributor to have
acquired shares under circumstances where the Fund has not incurred any
sales expense.

See "Sales Charge Reductions and Waivers" for ways to make your initial
investment go farther.

Shares are sold at a public offering price based on the net asset value for the
class of shares selected. If your purchase order is received by the Transfer
Agent before the close of regular trading on the Exchange on any Business Day,
you will pay the next public offering price 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 the 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), call the Transfer Agent at (800) 497-2960,
or see our Statement of Additional Information.

For information on an automatic investment plan or a payroll investment plan,
see our Statement of Additional Information.

-17-
<PAGE>

For information on other ways to redeem shares, please refer to our Statement of
Additional Information.

Distributions from the net investment income of the Fund are declared and paid
annually to you. Any net capital gain realized by the Fund will be distributed
annually.

-18-
<PAGE>

distribution, you will pay the full price for the shares and will receive some
portion of the price back as a taxable distribution. The Fund anticipates the
distribution of net capital gain.

STATE AND LOCAL INCOME TAXES: You should consult your tax advisers concerning
state and local taxes, which may have different consequences from those of the
Federal income tax law.

DISTRIBUTION AND SERVICE ARRANGEMENTS
Provident Distributors, Inc. ("PDI") manages the Fund's distribution efforts and
enters into dealer agreements with financial consultants to sell fund shares.

-19-
<PAGE>

-20-
<PAGE>

FOR MORE INFORMATION

FOR INVESTORS WHO WANT MORE INFORMATION ON THE FUND, THE FOLLOWING DOCUMENTS ARE
AVAILABLE FREE UPON REQUEST:

Copies of these documents and answers to questions about the Fund may be
obtained without charge by contacting:

Roxbury Science and Technology Fund
c/o PFPC Inc.
400 Bellevue Parkway
Suite 108
Wilmington, Delaware 19809
(800) 497-2960
8:30 a.m. to 5:00 p.m. Eastern time

Information about the Fund (including the SAI) can be reviewed and copied at the
Public Reference Room of the Securities and Exchange Commission in Washington,
D.C. Copies of this information may be obtained, upon payment of a duplicating
fee, by electronic request at the following E-Mail address: [email protected]
or by writing the Public Reference Room of the SEC, Washington, DC, 20549-6009.
Information on the operation of the Public Reference Room may be obtained by
calling the SEC at 1-(800)-SEC-0330. Reports and other information about the
Fund may be viewed on-screen or downloaded from 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 811-08648.

<PAGE>

[LOGO OMITTED]

ROXBURY SOCIALLY RESPONSIBLE FUND

================================================================================

PROSPECTUS DATED _____________

<PAGE>

TABLE OF CONTENTS

A LOOK AT THE GOALS, STRATEGIES, PORTFOLIO DESCRIPTION
RISKS AND EXPENSES OF THE Summary.....................................3
FUND. Fees and Expenses...........................4
Adviser Prior Performance...................5
Investment Objective........................7
Primary Investment Strategies...............7
Additional Risk Information.................9

DETAILS ABOUT THE SERVICE MANAGEMENT OF THE FUND
PROVIDERS. Investment Adviser.........................10
Portfolio Manager..........................10
Service Providers..........................10

POLICIES AND INSTRUCTIONS FOR SHAREHOLDER INFORMATION
OPENING, MAINTAINING AND How Share Price is Calculated..............12
CLOSING AN ACCOUNT IN THE Selecting the Correct Class of Shares......12
FUND. Sales Charge Reductions and Waivers........14
Purchase of Shares.........................16
Redemption of Shares.......................17
Distributions..............................17
Taxes......................................17

DETAILS ON DISTRIBUTION PLANS, DISTRIBUTION AND SERVICE ARRANGEMENTS
DISTRIBUTION AND SERVICE FEES Rule 12b-1 Fees............................18
AND THE FUND'S MASTER/FEEDER Shareholder Service Fees...................18
ARRANGEMENT. Master/Feeder Structure....................18

FOR MORE INFORMATION...............back cover

For information about key terms and concepts, look for our "PLAIN TALK"
explanations.

-2-
<PAGE>

ROXBURY SOCIALLY RESPONSIBLE FUND

SUMMARY

Investment Objective o ROXBURY SOCIALLY RESPONSIBLE FUND seeks superior
long-term growth of capital.
--------------------------------------------------------------------------------
Investment Focus o Equity securities (generally common stocks)
--------------------------------------------------------------------------------
Share Price Volatility o Moderate to high
--------------------------------------------------------------------------------
Principal Investment o The Fund invests in stocks which the adviser
Strategies believes exhibit consistent, above-average
earnings growth, industry leadership, attractive
risk/reward characteristics, and meet the
community, environment, employees, and diversity
("CEEDsTM") social criteria.
o The Fund operates as a "feeder fund" which means
that the Fund does not buy individual securities
directly. Instead, it invests in a corresponding
mutual fund or "master fund," which in turn
purchases the actual stock holdings. The Fund's
master fund is the Socially Responsible Series
(the "Series") of WT Investment Trust I.
o In a master/feeder arrangement, a feeder fund,
like the Fund, takes your investment dollars and
transfers them to an even larger pool, like the
Series, for greater efficiency. The Fund and the
Series have the same investment objective,
policies and limitations. When this prospectus
refers to investments of the Fund it is actually
referring to the investments of the Series.
o The Adviser purchases stocks it believes exhibit
consistent, above-average earnings growth,
superior quality and attractive risk/reward
characteristics. The Adviser analyzes the stocks
of over 2000 companies using a bottom-up approach
to search for high quality companies which are
growing at about double the market's average rate.
The Adviser generally sells stocks when the
risk/rewards of a stock turn negative, when
company fundamentals deteriorate, when a stock
under performs the market or its peer group or
when a stock violates CEEDsTM and other socially
responsible criteria.
--------------------------------------------------------------------------------
Principal Risks The Fund is subject to the following risks summarized
below, which are further described under "Additional
Risk Information."
o There is no guarantee that the stock market or the
stocks that the Fund buys will always increase in
value. Therefore, it is possible to lose money by
investing in the Fund.
o The Fund's share price will fluctuate in response
to changes in the market value of the Fund's
investments. Market value will change as a result
of business developments affecting an issuer as
well as general market and economic conditions.
o Growth-oriented investments may be more volatile
than the rest of the U.S. stock market as a whole.
o The performance of the Fund will depend on how
successfully the Adviser pursues its investment
strategy. Because the Fund avoids certain
companies not considered socially responsible, it
could miss out on strong performance from those
companies.
--------------------------------------------------------------------------------
Investor Profile o Investors who want the value of their investment
to grow with a focus on companies pursuing
socially responsible policies and who are willing
to accept more volatility for the possibility of
higher growth returns.

--------------------------------------------------------------------------------

-3-
<PAGE>

FEES AND EXPENSES

<TABLE>
<CAPTION>
SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR
INVESTMENT) CLASS A CLASS B(a) CLASS C
------- ---------- -------
<S> <C> <C> <C>
Maximum sales charge (load) imposed on 5.50%(b) None None
purchases (as a percentage of offering price)
Maximum deferred sales charge None(c) 5.00%(d) 1.00%(e)
Maximum sales charge imposed on None None None
reinvested dividends (and other
distributions)
Redemption fee(f) None None None

---------------------
<FN>
(a) Class B shares convert to Class A shares automatically at the end of
the eighth year (96th month) after purchase. Investors seeking to
purchase Class B shares in amounts that exceed $250,000 should discuss
with their financial consultant whether the purchase of another class
would be more appropriate; such orders may be rejected by the Fund.
(b) Reduced for purchases of $50,000 and more.
(c) Class A shares are not subject to a contingent deferred sales charge (a
"CDSC"); except certain purchases that are not subject to an initial
sales charge may instead be subject to a CDSC of 1.00% of amounts
redeemed within the first year of purchase. Such a CDSC may be waived
in connection with redemptions to participants in certain fee-based
programs.
(d) 5.00% during the first year, 4.00% during the second year, 3.00% during
the third year and fourth year; 2.00% during the fifth year, and 1.00%
during the sixth year. Class B shares automatically convert into Class
A shares at the end of the eighth year after purchase and thereafter
will not be subject to a CDSC.
(e) Class C shares are subject to a 1.00% CDSC only if redeemed within the
first 18 months after purchase.
(f) If you effect a redemption via wire transfer, you may be required to
pay fees, including a $10 wire fee and other fees, that will be
directly deducted from your redemption proceeds. If you request
redemption checks to be sent by overnight mail, you may be required to
pay a $10 fee that will be directly deducted from your redemption
proceeds.
</FN>
</TABLE>

-4-
<PAGE>
<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES 1
(EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) CLASS A CLASS B CLASS C
------- ------- -------
<S> <C> <C> <C>
Management fees 0.75% 0.75% 0.75%
Distribution (12b-1) fee None 0.75% 0.75%
Shareholder Service fee 0.25% 0.25% 0.25%
Other expenses 2 0.55% 0.55% 0.55%
----- ----- -----
TOTAL ANNUAL OPERATING EXPENSES 1.55% 2.30% 2.30%
===== ===== =====
------------------------
<FN>
1 The table above and the example below each reflect the aggregate annual
operating expenses of the Fund and the Series.
2 "Other expenses" are based on estimated amounts for the current fiscal
year.
</FN>
</TABLE>

Although your actual cost may be higher or lower, based on these assumptions,
your costs would be:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS
------ -------
<S> <C> <C>
Class A1 $699 $1,013

Class B $233 $718

Class B (assuming complete redemption at the end of the 1 year or 3
year period)2 $733 $1,018

Class C $233 $718

Class C (assuming complete redemption at the end of the 1 year or 3
year period)2 $333 $718
<FN>
1 Assumes deduction at time of purchase of maximum sales charge.
2 Assumes deduction at redemption of maximum deferred sales charge.
</FN>
</TABLE>

THE ABOVE EXAMPLE IS FOR COMPARISON PURPOSES ONLY AND IS NOT A REPRESENTATION OF
THE FUND'S ACTUAL EXPENSES AND RETURNS, EITHER PAST OR FUTURE.

ADVISER PRIOR PERFORMANCE

The table below shows relevant performance data for the Adviser and its
predecessors' investment advisory accounts (the "Accounts") during the ten year
period ended December 31, 1999, using the same investment approach specified for
the Fund described under "Investment Objective" and "Primary Investment
Strategies."

-5-
<PAGE>

The results for the period October 1, 1989 through July 31, 1998 are the results
of Roxbury Capital Management Inc., the predecessor to Roxbury Capital
Management, LLC.

The Accounts constitute the portfolios managed by the Adviser (and its
predecessor) that have an identical or substantially similar investment
objective or investment approach as the Fund and that have met certain basic
criteria as to minimum account value, discretionary status, tax-exempt status
and period of management of more than one month. The Accounts were managed for
tax-exempt clients and, therefore, may have been managed differently than for
taxable clients. The Accounts were not subject to the same types of expenses to
which the Fund is subject, nor to the diversification requirements, specific tax
restrictions and investment limitations imposed on the Fund by the Investment
Company Act of 1940, or the Internal Revenue Code of 1986. The performance of
the Accounts may have been adversely affected had they been subject to the same
expenses, restrictions and limitations. The Adviser believes that any adverse
effect would not have been significant. The results presented are not intended
to predict or suggest the return to be experienced by the Fund or the return you
might achieve by investing in the Fund. You should not rely on the following
performance data as an indication of future performance of the Adviser or of the
Fund.

TOTAL RETURN OF ACCOUNTS

--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
2nd Quarter 1st Quarter Date of
Ended Ended 1 Year Ended 3 Years Ended 5 Years Ended Inception
Average Annual Return for the June 30, Mar. 31, Dec. 31, Dec. 31, Dec. 31, Oct. 1,
Periods Specified: 2000 2000 1999 1999 1999 1990
---- ---- ---- ---- ---- ----

<S> <C> <C> <C> <C> <C> <C>
The Accounts (net of expenses).... -14.34% 7.14% 60.33% 45.35% 35.61% 25.48%
S&P 500 Index..................... -2.66% 2.29% 21.03% 27.56% 28.55% 21.25%
--------------------------------------------------------------------------------
<FN>
Please read the following important notes concerning the Accounts:

1. The results for the Accounts reflect both income and capital appreciation
or depreciation (total return). Dividends are accounted for on a cash
basis; other items of income are accounted for on an accrual basis. Returns
are time-weighted and represent the dollar-weighted average of the Accounts
with a minimum size of $ 1,000,000 since January 1, 1995. Return figures
are net of applicable fees and expenses (other than separate custody fees).
As of April 1, 1995, the Accounts were valued daily.

2. The S&P 500 Index consists of 500 stocks chosen by Standard & Poor's for
market size, liquidity and industry group representation. It is a
market-value weighted unmanaged index (stock price times number of shares
outstanding), with each stock's weight in the S&P 500 Index proportionate
to its market value.
</FN>
</TABLE>

-6-
<PAGE>

SPECIAL NOTE CONCERNING ADVISER INVESTMENT RETURNS: You should note that
the Fund will compute and disclose its average annual compounded rate of
return using the standard formula set forth in SEC rules, which differs in
certain respects from the method used to compute the returns for the
Accounts noted above. The SEC total return calculation method calls for
computation and disclosure of an average annual compounded rate of return
for one, five and ten year periods or shorter periods from inception. The
SEC formula provides a rate of return that equates a hypothetical initial
investment of $10,000 to an ending redeemable value. The returns shown for
the Accounts are reduced to reflect the deduction of advisory fees in
accordance with the SEC calculation formula, which requires that returns
shown for a fund be net of advisory fees as well as all other applicable
fund operating expenses. Performance was calculated on a trade date basis.

INVESTMENT OBJECTIVE
The Fund and the Series seek superior long-term growth of capital.

For purposes of this investment objective, "superior" long-term growth of
capital means long-term growth of capital from an investment in the securities
primarily comprising the S&P 500 Index that exceeds the return of the S&P 500
Index. This investment objective may not be changed without shareholder
approval. There is no guarantee that the Fund will achieve its investment
objective.

-----------------------------------------------------------------------
WHAT ARE SOCIALLY RESPONSIBLE FUNDS?
Socially Responsible funds include proactive screens, exclusionary
screens, and proxy voting. Emphasis is placed on the CEEDs(TM) criteria
of community, environment, employees, and diversity. Exclusionary
screens eliminate those companies whose primary business is the
production of alcoholic beverages, tobacco, gambling, nuclear power,
and military weapons.
-----------------------------------------------------------------------

-7-
<PAGE>

The Fund is a non-diversified portfolio which seeks to achieve its investment
objective by investing its assets in the Series. The Series, under normal market
conditions, may invest 100% of its total assets in the following equity (or
equity-related) securities:
o common stocks of U.S. corporations that are judged by the adviser to have
strong growth characteristics;
o American Depository Receipts ("ADRs"), which 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 Americans to
invest in foreign companies, due to the widespread availability of
dollar-denominated price information, lower transaction costs, and timely
dividend distributions. An American Depository Share or ADS is the share
issued under an American Depositary Receipt agreement which is actually
traded;
o securities convertible into the common stock of U.S. corporations described
above;
o options on common stock or options on stock indexes.

The Adviser looks for high quality, sustainable growth stocks while paying
careful attention to valuation. Research is bottom-up, emphasizing business
fundamentals, including financial statement analysis and industry and competitor
evaluations. The Adviser selects stocks it believes exhibit consistent,
above-average earnings growth, industry leadership, attractive risk/reward
characteristics and meet the CEEDs(TM) social criteria. These companies are
expected to generate consistent earnings growth in a variety of economic
environments.

The Adviser also seeks to provide a greater margin of safety and stability in
its investments. Rapid earnings growth is expected to translate ultimately into
superior total returns. Additionally, several valuation tools are used to avoid
over-paying for growth stocks. Over time, the Adviser believes these favorable
characteristics will produce better returns with less risk than many other
growth styles.

The Adviser's research team analyzes a broad universe of over 2,000 companies.
Industry specialists search for high-quality companies that are growing their
earnings at roughly double the market's average. Approximately 150 stocks pass
these initial screens and are subject to thorough research. Dominant market
share, strong financials, the power to price, significant free cash flow and
shareholder-oriented management are critical attributes or factors.

After applying the fundamental investment analysis, the research process for the
Series also includes proactive screens, exclusionary screens, and proxy voting,
with emphasis placed on the community, environment, employees, and diversity
(CEEDs(TM)). These screens permit identification of the companies that are not
only making a positive contribution to the community, environment, and
employees, but are also creating policies for superior long-term shareholder
returns. The Series excludes companies, based on data available to the Adviser,
whose primary business is the production of alcoholic beverages, the production
of tobacco products, gaming or lottery, weapons related contracting, or nuclear
power.

Final purchase candidates are selected by the Adviser's investment committee
based on attractive risk/reward characteristics, social criteria and
diversification guidelines. Certain industries may

-8-

<PAGE>

be over or under-weighted by the adviser based upon favorable growth rates or
valuation parameters.

The Adviser generally sells stocks when the risk/reward characteristics of a
stock turn negative, company fundamentals deteriorate, the stock underperforms
the market or its peer group or the company violates the social criteria.

The Fund's investments will emphasize large cap growth stocks (generally $5
billion or more of market capitalization at the time of purchase), but also
may include small to medium cap stocks (between $1 billion and $5 billion
in total market capitalization) and special situations (expected stable
return, favorable risk charaterists, typically involving corporate
restructuring). The Fund may also use derivative securities from time
to time in order to manage cash flows in and out of the Fund while
remaining fully invested.

In order to respond to adverse market, economic, political or other conditions,
the Series may assume a temporary defensive position and invest without limit in
commercial paper and other money market instruments that are rated investment
grade. The result of this action may be that the Series will be unable to
achieve its investment objective. The series also may use other strategies and
engage in other investment practices, which are described in detail in our
Statement of Additional Information.

o MARKET RISK: The risk that the market value of a security may move up and
down, 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 INDUSTRY AND SECURITY RISK: The risk that the value of securities in a
particular industry or the value of an individual stock will decline
because of changing expectations for the performance of that industry or
for the individual company issuing the stock. Because the Series avoids
investing in companies that do not meet socially responsible criteria, its
exposure to certain industry sectors may be greater or less than similar
funds or market indexes. This could affect the Fund's performance.

o GROWTH-ORIENTED INVESTING RISK: The risk that an investment in a
growth-oriented portfolio may be more volatile than the rest of the U.S.
market as a whole.

o DERIVATIVES RISK: Some of the Series' investments may be referred to as
"derivatives" because their value depends on, or derives 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 and related income strategies. 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 the Series' total assets may at
any time be committed or exposed to derivative strategies.

o MASTER/FEEDER RISK: The master/feeder structure is relatively new and
complex. While this structure is designed to reduce costs, it may not do
so, and there may be operational or other complications. For example,
large-scale redemptions by other feeders of their shares of the

-9-

<PAGE>

master fund could have adverse effects on a fund such as requiring the
liquidation of a substantial portion of the master fund's holdings at a
time when it could be disadvantageous to do so. Also, other feeders of a
master fund may have a greater ownership interest in the master fund and,
therefore, could have effective voting control over the operation of the
master fund.
o OPPORTUNITY RISK: The risk of missing out on an investment opportunity
because the assets necessary to take advantage of it are tied up in less
advantageous investments.

INVESTMENT ADVISER
PLAIN TALK
-----------------------------------------------------------------------
WHAT IS AN ADVISER?
The 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 Adviser and establishes
policies that the adviser must follow in its management activities.
-----------------------------------------------------------------------

SERVICE PROVIDERS
The following chart provides information on the Fund's primary service
providers.

-10-
<PAGE>

<TABLE>
<CAPTION>
Asset Shareholder
Management Services
<S> <C> <C>
------------------------------------ --------------------------------

ADVISER TRANSFER AGENT

ROXBURY CAPITAL MANAGEMENT, LLC PFPC INC.
100 WILSHIRE BOULEVARD 400 BELLEVUE PARKWAY
SUITE 600 WILMINGTON, DE 19809
SANTA MONICA, CA 90401 SUITE 108

Handles shareholder services,
including recordkeeping and
statements, payment of
Manages the Fund's investment distribution and processing of
activities. buy and sell requests.

------------------------------------ --------------------------------

---------------------------------

ROXBURY SOCIALLY RESPONSIBLE
FUND

---------------------------------

Fund Asset
Operations Safe Keeping
------------------------------------ --------------------------------

ADMINISTRATOR AND CUSTODIAN
ACCOUNTING AGENT
WILMINGTON TRUST COMPANY
PFPC INC. RODNEY SQUARE NORTH
400 BELLEVUE PARKWAY 1100 NORTH MARKET STREET
WILMINGTON, DE 19809 WILMINGTON, DE 19890

Distibution

-------------------------------------------------

DISTRIBUTION

PROVIDENT DISTRIBUTORS, INC.
3200 HORIZON DRIVE
KING OF PRUSSIA, PA 19406

Distributes the Fund's shares.

-------------------------------------------------
</TABLE>

-11-
<PAGE>

PLAIN TALK
-----------------------------------------------------------------------
WHAT IS THE NET ASSET VALUE or "NAV"?
NAV = Assets - Liabilities
--------------------
Outstanding Shares

-----------------------------------------------------------------------

Shares will not be priced on those days the Fund is closed. As of the date of
this prospectus, those days are:

New Year's Day Memorial Day Veterans Day
Martin Luther King, Jr. Day Independence Day Thanksgiving Day
Presidents' Day Labor Day Christmas Day
Good Friday Columbus Day

-12-
<PAGE>

assets attributable to Class A shares. Class A shares will not be subject to any
contingent deferred sales charge (CDSC or "back end load") when they are
redeemed. Although some purchases may not be subject to an initial sales charge,
if the initial sales charge is waived, such purchases may be subject to a CDSC
of 1.00% if the shares are redeemed within one year after purchase. Class A
shares also will be issued upon conversion of Class B shares, as described below
under "Class B Shares." The minimum initial investment in Class A shares is
$2,000.

<TABLE>
<CAPTION>
------------------------------------------------------ ----------------------- -----------------------
YOUR INVESTMENT AS A PERCENTAGE OF AS A PERCENTAGE OF
OFFERING PRICE YOUR INVESTMENT
------------------------------------------------------ ----------------------- -----------------------
<S> <C> <C>
$50,000 and less 5.50% 5.82%
------------------------------------------------------ ----------------------- -----------------------
$50,000 up to $150,000 5.00% 5.26%
------------------------------------------------------ ----------------------- -----------------------
$150,000 up to $250,000 4.50% 4.71%
------------------------------------------------------ ----------------------- -----------------------
$250,000 up to $500,000 3.50% 3.63%
------------------------------------------------------ ----------------------- -----------------------
$500,000 up to $1,000,000 3.00% 3.09%
------------------------------------------------------ ----------------------- -----------------------
Over $1,000,000 0.00% 0.00%
------------------------------------------------------ ----------------------- -----------------------
</TABLE>

-13-
<PAGE>

service fee for as long as you own your Class C shares. The minimum initial
investment in Class C shares is $2,000.

You may be subject to a CDSC upon redemption of your Class B and Class C shares
under the following conditions:

o Class B Shares
---------------------------------------------------------------
YEARS AFTER PURCHASE CDSC ON SHARES BEING REDEEMED
---------------------------------------------------------------
1st year 5.00%
---------------------------------------------------------------
2nd year 4.00%
---------------------------------------------------------------
3rd year 3.00%
---------------------------------------------------------------
4th year 3.00%
---------------------------------------------------------------
5th year 2.00%
---------------------------------------------------------------
6th year 1.00%
---------------------------------------------------------------
7th year None
---------------------------------------------------------------
After the 7th year None
---------------------------------------------------------------

Class B shares will be automatically converted to Class A shares
at the end of the eighth year after purchase.

o Class C Shares
If you redeem Class C shares within 18 months of purchase, you
will be charged a CDSC of 1.00%. There is no CDSC imposed on Class
C shares acquired through reinvestment of dividends or capital
gains.

SALES CHARGE REDUCTIONS AND WAIVERS

-14-
<PAGE>

o Accumulation privilege--lets you add the value of any Class A shares you
and your immediate family already own to the amount of your next investment
for purposes of calculating sales charges

To use these privileges, discuss your eligibility with your financial
consultant.

CDSC WAIVERS. In general, the CDSC may be waived on shares you sell for the
following reasons:

o Payments through certain systematic retirement plans and other employee
benefit plans

o Qualifying distributions from qualified retirement plans and other employee
benefit plans

o Distributions from custodial accounts under section 403(b)(7) of the
Internal Revenue Code as well as from Individual Retirement Accounts (IRAs)
due to death, disability or attainment of age 59 1/2

o Participation in certain fee-based programs

To use any of these waivers, contact your financial consultant.

To use this privilege, contact your financial consultant.

NET ASSET VALUE PURCHASES. Class A shares may be sold at net asset value, with
only a $2,000 minimum initial investment, to:

-15-
<PAGE>

o Such other persons as are determined by the adviser or distributor to have
acquired shares under circumstances where the Fund has not incurred any
sales expense.

See "Sales Charge Reductions and Waivers" for ways to make your initial
investment go farther.

Any purchase order may be rejected if the Fund determines that accepting the
order would not be in the best interest of the Fund or its shareholders.

-16-
<PAGE>

For information on other ways to purchase shares, including through an
individual retirement account (IRA), call the Transfer Agent at (800) 497-2960,
or see our Statement of Additional Information.

For information on an automatic investment plan or a payroll investment plan,
see our Statement of Additional Information.

For information on other ways to redeem shares, please refer to our Statement of
Additional Information.

Distributions from the net investment income of the Fund are declared and paid
annually to you. Any net capital gain realized by the Fund will be distributed
annually.

-17-
<PAGE>

STATE AND LOCAL INCOME TAXES: You should consult your tax advisers concerning
state and local taxes, which may have different consequences from those of the
Federal income tax law.

DISTRIBUTION AND SERVICE ARRANGEMENTS
Provident Distributors, Inc. ("PDI") manages the Fund's distribution efforts and
enters into dealer agreements with financial consultants to sell fund shares.

-18-
<PAGE>

-19-
<PAGE>

-20-
<PAGE>

FOR MORE INFORMATION

FOR INVESTORS WHO WANT MORE INFORMATION ON THE FUND, THE FOLLOWING DOCUMENTS ARE
AVAILABLE FREE UPON REQUEST:

Copies of these documents and answers to questions about the Fund may be
obtained without charge by contacting:

Roxbury Socially Responsible Fund
c/o PFPC Inc.
400 Bellevue Parkway
Suite 108
Wilmington, Delaware 19809
(800) 497-2960
8:30 a.m. to 5:00 p.m. Eastern time

Information about the Fund (including the SAI) can be reviewed and copied at the
Public Reference Room of the Securities and Exchange Commission in Washington,
D.C. Copies of this information may be obtained, upon payment of a duplicating
fee, by electronic request at the following E-Mail address: [email protected],
or by writing the Public Reference Room of the SEC, Washington, DC, 20549-6009.
Information on the operation of the Public Reference Room may be obtained by
calling the SEC at 1-(800)-SEC-0330. Reports and other information about the
Fund may be viewed on-screen or downloaded from 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 811-08648.

<PAGE>

THE ROXBURY LARGE CAP GROWTH FUND
THE ROXBURY MID CAP FUND
THE ROXBURY SCIENCE AND TECHNOLOGY FUND
THE ROXBURY SOCIALLY RESPONSIBLE FUND

400 Bellevue Parkway
Wilmington, Delaware 19809

--------------------------------------------------------------------------------

STATEMENT OF ADDITIONAL INFORMATION

_________, 2000

--------------------------------------------------------------------------------

This Statement of Additional Information is not a prospectus and should be read
in conjunction with each Fund's current prospectus, dated _________, 2000, as
amended from time to time. A copy of the current prospectuses may be obtained
without charge, by writing to Provident Distributors, Inc. ("PDI"), 3200 Horizon
Drive, King of Prussia, PA 19406, and from certain financial professionals such
as broker-dealers that have entered into servicing agreements with PDI or by
calling (800) 497-2960.

<PAGE>

TABLE OF CONTENTS

GENERAL INFORMATION 3
INVESTMENT POLICIES 3
INVESTMENT LIMITATIONS 5
TRUSTEES AND OFFICERS 6
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES 9
INVESTMENT ADVISORY AND OTHER SERVICES 9
Distribution of shares and Rule 12b-1 Plan 11
BROKERAGE ALLOCATION AND OTHER PRACTICES 12
CAPITAL STOCK AND OTHER SECURITIES 13
PURCHASE, REDEMPTION AND PRICING OF SHARES 13
DIVIDENDS 16
TAXATION OF THE FUND 16
CALCULATION OF PERFORMANCE INFORMATION 18
FINANCIAL STATEMENTS 21
OPTIONS, FUTURES AND FORWARD CURRENCY CONTRACT STRATEGIES A-1
APPENDIX B -- DESCRIPTION OF RATINGS B-1

<PAGE>

GENERAL INFORMATION

This Statement of Additional Information relates to the Class A, Class B and
Class C shares of The Roxbury Large Cap Growth Fund ("Large Cap Growth Fund"),
the Roxbury Mid Cap Fund ("Mid Cap Fund"), the Roxbury Science and Technology
Fund ("Science & Technology Fund") and the Roxbury Socially Responsible Fund
("Socially Responsible Fund") (each, a "Fund" and collectively, the "Funds").
All references to the Funds shall include references to the Series (as defined
herein) in which each Fund invests. With the exception of the Science and
Technology Fund, each Fund is a diversified series of WT Mutual Fund (the
"Trust") , a registered open-end management investment company organized as a
Delaware business trust. The Trust was organized on June 1, 1994. The name of
the Trust was changed from Kiewit Mutual Fund to WT Mutual Fund on October 20,
1998.

INVESTMENT POLICIES

Each Fund seeks to meet its investment objective by investing all of its
investable assets in a corresponding series of WT Investment Trust I (the
"Master") that has the same investment objective, policies and limitations as
the investing Fund. Large Cap Growth Fund, Mid Cap Fund, Science and Technology
Fund, and Socially Responsible Fund invest all of its investable assets in Large
Cap Growth Series, Mid Cap Series, Science and Technology Series and Socially
Responsible Series (each, a "Series"), respectively.

The following information supplements the information concerning each Fund's
investment objective, policies and limitations found in the prospectus. Unless
otherwise indicated, it applies to each Fund through its investment in its
corresponding Series. Although each Fund invests principally in common stocks,
each may make other kinds of investments from time to time.

CASH MANAGEMENT. Each Fund may invest in cash and cash equivalents including
high-quality money market instruments and money market funds in order to manage
cash flow in each Fund. Certain of these instruments are described below.

o MONEY MARKET FUNDS. Each Fund may invest in the securities of other
money market mutual funds, within the limits prescribed by the
Investment Company Act of 1940, as amended ("1940 Act"). These
limitations currently provide, in part, that a Fund may not purchase
shares of an investment company if (a) such a purchase would cause the
Fund to own in the aggregate more than 3% of the total outstanding
voting stock of the investment company or (b) such a purchase would
cause the Fund to have more than 5% of its total assets invested in the
investment company or (c) more than 10% of the Fund's total assets to
be invested in the aggregate in all investment companies.

o U.S. GOVERNMENT OBLIGATIONS. Each Fund may invest in debt securities
issued or guaranteed by the U.S. Government, its agencies or
instrumentalities. Although all obligations of agencies and
instrumentalities are not direct obligations of the U.S. Treasury,
payment of the interest and principal on these obligations is generally
backed directly or indirectly by the U.S. government.

o COMMERCIAL PAPER. Each Fund may invest in commercial paper. Commercial
paper consists of short-term (up to 270 days) unsecured promissory
notes issued by corporations in order to finance their current
operations. Each Fund may invest only in commercial paper rated A-1 or
higher by S&P or Moody's or if not rated, determined by the adviser to
be of comparable quality. See "Appendix B - Description of Ratings."

o BANK OBLIGATIONS. Each Fund may invest in U.S. dollar-denominated
obligations of major banks, including certificates of deposits, time
deposits and bankers' acceptances of major U.S. and foreign banks and
their branches located outside of the United States, of U.S. branches
of foreign banks, of foreign branches of foreign banks, of U.S.
agencies of foreign banks and of wholly-owned banking subsidiaries of
such foreign banks located in the U. S. Obligations of foreign branches
of U.S. banks and U.S. branches of wholly owned subsidiaries of foreign
banks may be general obligations of the parent bank, or the issuing
branch or subsidiary, or both, or may be limited by the terms of a
specific obligation or by governmental regulation.

<PAGE>
Because such obligations are issued by foreign entities, they are
subject to the risks of foreign investing.

CONVERTIBLE SECURITIES. Convertible securities have characteristics similar to
both fixed income and equity securities. Because of the conversion feature, the
market value of convertible securities tends to move together with the market
value of the underlying stock. As a result, each Fund's selection of convertible
securities is based, to a great extent, on the potential for capital
appreciation that may exist in the underlying stock. The value of convertible
securities is also affected by prevailing interest rates, the credit quality of
the issuers and any call provisions.

Each Fund may invest in convertible securities that are rated, at the time of
purchase, in the three highest rating categories by a nationally recognized
statistical rating organization such as S&P or Moody's , or if unrated, are
determined by the adviser to be of comparable quality. See Appendix B
"Description of Ratings." Should the rating of a security be downgraded
subsequent to each Fund's purchase of the security, the adviser, as applicable,
will determine whether it is in the best interest of each Fund to retain the
security.

DEBT SECURITIES. Debt securities represent money borrowed that obligates the
issuer (e.g., a corporation, municipality, government, government agency) to
repay the borrowed amount at maturity (when the obligation is due and payable)
and usually to pay the holder interest at specific times.

HEDGING STRATEGIES. Each Fund may engage in certain hedging strategies that
involve options and futures. These hedging strategies are described in detail in
Appendix A.

ILLIQUID SECURITIES. Each Fund may invest no more than 15% of its net assets in
securities that at the time of purchase have legal or contractual restrictions
on resale or are otherwise illiquid. If the limitations on illiquid securities
are exceeded, other than by a change in market values, the condition will be
reported by the adviser to the Board of Trustees.

OPTIONS ON SECURITIES AND SECURITIES INDEXES. Each Fund may purchase call
options on securities that the adviser intends to include in such Fund in order
to fix the cost of a future purchase or attempt to enhance return by, for
example, participating in an anticipated increase in the value of a security.
Each Fund may purchase put options to hedge against a decline in the market
value of securities held in such Fund or in an attempt to enhance return. Each
Fund may write (sell) put and covered call options on securities in which they
are authorized to invest. Each Fund may also purchase put and call options, and
write put and covered call options on U.S. securities indexes. Stock index
options serve to hedge against overall fluctuations in the securities markets
rather than anticipated increases or decreases in the value of a particular
security. Of the percentage of the total assets of each Fund that are invested
in equity (or related) securities, each Fund may not invest more than 10% of
such assets in covered call options on securities and/or options on securities
indices.

REPURCHASE AGREEMENTS. Each Fund may invest in repurchase agreements. A
repurchase agreement is a transaction in which a Fund purchases a security from
a bank or recognized securities dealer and simultaneously commits to resell that
security to a bank or dealer at an agreed date and price reflecting a market
rate of interest, unrelated to the coupon rate or the maturity of the purchased
security. While it is not possible to eliminate all risks from these
transactions (particularly the possibility of a decline in the market value of
the underlying securities, as well as delays and costs to each Fund if the other
party to the repurchase agreement becomes bankrupt), it is the policy of each
Fund to limit repurchase transactions to primary dealers and banks whose
creditworthiness has been reviewed and found satisfactory by the adviser.
Repurchase agreements maturing in more than seven days are considered illiquid
for purposes of each Fund's investment limitations.

RESTRICTED SECURITIES. Restricted securities are securities that may not be sold
to the public without registration under the Securities Act of 1933 ("1933 Act")
or an exemption from registration. Restricted securities, including securities
eligible for re-sale under 1933 Act Rule 144A, that are determined to be liquid
are not subject to this limitation. This determination is to be made by the
adviser pursuant to guidelines adopted by the Board of Trustees. Under these
guidelines, the adviser will consider the frequency of trades and quotes for the
security, the number of dealers in, and potential purchasers for, the
securities, dealer undertakings to make a market in the security, and the nature
of the security and of the marketplace trades. In purchasing such restricted
securities, the adviser intends to purchase securities that are exempt from
registration under Rule 144A under the 1933 Act.

4
<PAGE>

SECURITIES LENDING. Each Fund may lend securities pursuant to agreements, which
require that the loans be continuously secured by collateral equal to 100% of
the market value of the loaned securities. Such collateral consists of cash,
securities of the U.S. Government or its agencies, or any combination of cash
and such securities. Such loans will not be made if, as a result, the aggregate
amount of all outstanding securities loans for each Fund exceeds one-third of
the value of such Fund's total assets taken at fair market value. Each Fund will
continue to receive interest on the securities lent while simultaneously earning
interest on the investment of the cash collateral in U.S. Government securities.
However, a Fund will normally pay lending fees to such broker-dealers and
related expenses from the interest earned on invested collateral. There may be
risks of delay in receiving additional collateral or risks of delay in recovery
of the securities and even loss of rights in the collateral should the borrower
of the securities fail financially. However, loans are made only to borrowers
deemed by the adviser to be of good standing and when, in the judgment of the
adviser, the consideration that can be earned currently from such securities
loans justifies the attendant risk. Either party upon reasonable notice to the
other party may terminate any loan.

INVESTMENT LIMITATIONS

Except as otherwise provided, each Fund and its corresponding Series has adopted
the investment limitations set forth below. Limitations which are designated as
fundamental policies may not be changed without the affirmative vote of the
lessor of (i) 67% or more of the shares of a Fund present at a shareholders
meeting if holders of more than 50% of the outstanding shares of the Fund are
present in person or by proxy or (ii) more than 50% of the outstanding shares of
a Fund. If any percentage restriction on investment or utilization of assets is
adhered to at the time an investment is made, a later change in percentage
resulting from a change in the market values of a Fund's assets or redemptions
of shares will not be considered a violation of the limitation.

Each Fund will not as a matter of fundamental policy:

1. purchase the securities of any one issuer, if as a result, more than 5% of
a Fund's total assets would be invested in the securities of such issuer,
or the Fund would own or hold 10% or more of the outstanding voting
securities of that issuer, provided that (1) each Fund may invest up to 25%
of its total assets without regard to these limitations; (2) these
limitations do not apply to securities issued or guaranteed by the U.S.
Government, its agencies or instrumentalities; and (3) repurchase
agreements fully collateralized by U.S. Government obligations will be
treated as U.S. Government obligations; (This restriction does not apply to
the Science and Technology Fund.)

2. purchase securities of any issuer if, as a result, more than 25% of each
Fund's total assets would be invested in the securities of one or more
issuers having their principal business activities in the same industry,
provided, that this limitation does not apply to debt obligations issued or
guaranteed by the U.S. Government, its agencies or instrumentalities; (This
restriction does not apply to the Science and Technology Fund.)

3. borrow money, provided that each Fund may borrow money for temporary or
emergency purposes, and then in an aggregate amount not in excess of 10% of
a Fund's total assets;

4. make loans to other persons, except by (1) purchasing debt securities in
accordance with its investment objective, policies and limitations; (2)
entering into repurchase agreements; or (3) engaging in securities loan
transactions;

5. underwrite any issue of securities, except to the extent that a Fund may be
considered to be acting as underwriter in connection with the disposition
of any portfolio security;

5
<PAGE>

6. purchase or sell real estate, provided that each Fund may invest in
obligations secured by real estate or interests therein or obligations
issued by companies that invest in real estate or interests therein,
including real estate investment trusts;

7. purchase or sell physical commodities, provided that each Fund may invest
in, purchase, sell or enter into financial options and futures, forward and
spot currency contracts, swap transactions and other derivative financial
instruments; or

8. issue senior securities, except to the extent permitted by the 1940 Act.

THE INVESTMENT LIMITATIONS DESCRIBED ABOVE DO NOT PROHIBIT A FUND FROM INVESTING
ALL OR SUBSTANTIALLY ALL OF ITS ASSETS IN THE SHARES OF ANOTHER REGISTERED
OPEN-END INVESTMENT COMPANY SIMILAR TO ITS CORRESPONDING SERIES.

The following non-fundamental policies apply to each Fund and may be changed by
the Board of Trustees without shareholder approval. Each Fund will not:

1. make short sales of securities except short sales against the box;

2. purchase securities on margin except for the use of short-term credit
necessary for the clearance of purchases and sales of portfolio securities;

3. purchase portfolio securities if its outstanding borrowings exceed 5% of
the value of its total assets.

TRUSTEES AND OFFICERS

The Board of Trustees supervises each Fund's activities and reviews contractual
arrangements with the Funds' service providers. The Trustees and officers are
listed below. All persons named as Trustees and officers also serve in a similar
capacity for the Master. An asterisk (*) indicates those Trustees who are
"interested persons" of the Trust.

----------------------------------------------------------------------------------------------------------------------
POSITION(S)
HELD WITH
NAME, ADDRESS AND DATE OF BIRTH THE TRUST PRINCIPAL OCCUPATION(S) DURING THE PAST FIVE YEARS
<S> <C> <C>
----------------------------------------------------------------------------------------------------------------------
ROBERT ARNOLD Trustee Mr. Arnold founded, and currently co-manages, R. H. Arnold & Co.,
152 W. 57th Street, 44th Floor Inc., an investment banking company. Prior to forming R. H.
New York, NY 10019 Arnold & Co., Inc. in 1989, Mr. Arnold was Executive Vice
Date of Birth: 3/44 President and a director to Cambrian Capital Corporation, an
investment banking firm he co-founded in 1987.
----------------------------------------------------------------------------------------------------------------------
ROBERT J. CHRISTIAN* Trustee, Mr. Christian has been Chief Investment Officer of Wilmington
Rodney Square North President Trust Company since February 1996 and a Director of Rodney Square
1100 N. Market Street Management Corporation since 1996. He was Chairman and Director
Wilmington, DE 19890 of PNC Equity Advisors Company, and President and Chief
Date of Birth: 2/49 Investment Officer of PNC Asset Management Group Inc. from 1994
to 1996. He was Chief Investment Officer of PNC Bank from 1992
to 1996 and a Director of Provident Capital Management from 1993
to 1996.
----------------------------------------------------------------------------------------------------------------------
NICHOLAS A. GIORDANO Trustee Mr. Giordano served as interim President of LaSalle University
1755 Governor's Way from July 1998 through June 1999 and was a consultant for
Blue Bell, PA 19422 financial services organizations from late 1997 through 1998. He
Date of Birth: 3/43 served as president and chief executive officer of the
Philadelphia Stock Exchange from 1981 through August 1997, and
also served as chairman of the board of the exchange's two
subsidiaries: Stock Clearing Corporation of Philadelphia and
Philadelphia Depository Trust Company. Before joining the
Philadelphia Stock Exchange, Mr. Giordano served as chief
financial officer at two brokerage
----------------------------------------------------------------------------------------------------------------------

<PAGE>

----------------------------------------------------------------------------------------------------------------------
POSITION(S)
HELD WITH
NAME, ADDRESS AND DATE OF BIRTH THE TRUST PRINCIPAL OCCUPATION(S) DURING THE PAST FIVE YEARS
<S> <C> <C>
----------------------------------------------------------------------------------------------------------------------
firms from 1968 to 1971. A certified public accountant, he began
his career at Price Waterhouse in 1965.
----------------------------------------------------------------------------------------------------------------------
JOHN J. QUINDLEN Trustee Mr. Quindlen retired as Senior Vice President - Finance of E.I.
313 Southwinds duPont de Nemours & Company, Inc. (diversified chemicals), a
1250 W. Southwinds Blvd. position held from 1984 to 1993. He served as Chief Financial
Vero Beach, FL 32963 Officer of E.I. duPont de Nemours & Company from 1984 through
Date of Birth: 5/32 June 1993. He also serves as a Director of St. Joe Paper Co.,
and as a Trustee of Kalmar Pooled Investment Trust.
----------------------------------------------------------------------------------------------------------------------
LOUIS KLEIN JR. Trustee Mr. Klein has been a self-employed financial consultant since
80 Butternut Lane 1991. He has served as Trustee of Manville Personal Injury
Stamford, CT 06903 Settlement Trust since 1991.
Date of Birth: 5/35
----------------------------------------------------------------------------------------------------------------------
CLEMENT C. MOORE, II Trustee Mr. Moore has been the Managing Partner, Mariemont Holdings, LLC,
5804 Quaker Neck Road a commercial real estate holding and development company
Chestertown, MD 21620 since 1980.
Date of Birth: 9/44
----------------------------------------------------------------------------------------------------------------------
ERIC BRUCKER Trustee Mr. Brucker has been the Dean of the College of Business, Public
University of Maine Policy and Health at the University of Maine since September
Orono, ME 04473 1998. Prior to 1998, he was Dean of the School of Management at
Date of Birth: 12/41 the University of Michigan.
----------------------------------------------------------------------------------------------------------------------

7
<PAGE>

----------------------------------------------------------------------------------------------------------------------
POSITION(S)
HELD WITH
NAME, ADDRESS AND DATE OF BIRTH THE TRUST PRINCIPAL OCCUPATION(S) DURING THE PAST FIVE YEARS
<S> <C> <C>
----------------------------------------------------------------------------------------------------------------------
WILLIAM P. RICHARDS* Trustee Mr. Richards is a Managing Director and Senior Portfolio Manager
100 Wilshire Boulevard with Roxbury Capital Management LLC. He has been with the firm
Suite 600 since 1998 and works with foundation and endowment accounts and
Santa Monica, CA 90401 leads the firm's mutual fund group. Previously, he was a principal
Date of Birth: 11/36 at Roger Engemann & Associates, and Van Deventer & Hoc, an
investment management firm. Prior to that, he was with the
accounting firm Booz, Allen and Hamilton.
----------------------------------------------------------------------------------------------------------------------
ERIC K. CHEUNG Vice Mr. Cheung has been a Vice President at Wilmington Trust Company
Rodney Square North President since 1986. From 1978 to 1986, he was the Fund Manager for fixed
1100 N. Market Street income assets of the Meritor Financial Group. Since 1991, Mr.
Wilmington, DE 19890 Cheung has been the Division Manager, Fixed Income Products at
Date of Birth: 12/54 Wilmington Trust Company.
----------------------------------------------------------------------------------------------------------------------
JOSEPH M. FAHEY, JR. Vice Mr. Fahey has been a Vice President with Rodney Square Management
Rodney Square North President Corporation ("RSMC") since 1992. He has been a Director and
1100 North Market Street Secretary of RSMC since 1986 and was an Assistant Vice President
Wilmington, DE 19809 from 1988 to 1992.
Date of Birth: 1/57
----------------------------------------------------------------------------------------------------------------------
PAT COLLETTI Vice Mr. Colletti has been Vice President and Director of Investment
400 Bellevue Parkway President Accounting and Administration of PFPC Inc. since April 1999.
Wilmington, DE 19809 and From 1986 to April 1999, he was Controller for the Reserve Funds.
Date of Birth: 11/58 Treasurer
----------------------------------------------------------------------------------------------------------------------
GARY M. GARDNER Secretary Mr. Gardner has been a Senior Vice President of PFPC Inc. since
400 Bellevue Parkway January 1994. Mr. Gardner provided legal and regulatory advice
Wilmington, DE 19809 to mutual funds and their management for more than twenty years
Date of Birth: 2/51 at Federated Investors, Inc., SunAmerica Asset Management Corp.
and The Boston Company, Inc.
----------------------------------------------------------------------------------------------------------------------
</TABLE>

The fees and expenses of the Trustees who are not "interested persons" of the
Trust ("Independent Trustees"), as defined in the 1940 Act are paid by the
Trust. The following table shows the fees paid during the fiscal year ended June
30, 2000 to the Independent Trustees for their service to the Trust and the
total compensation paid to the Trustees by the WT Fund Complex, which consists
of the Trust and the Master.

[ON OCTOBER ___, 2000, THE TRUSTEES AND THE OFFICERS OF THE TRUST, AS A GROUP,
OWNED BENEFICIALLY, OR MAY BE DEEMED TO HAVE OWNED BENEFICIALLY, LESS THAN 1% OF
HE OUTSTANDING SHARES OF THE LARGE CAP GROWTH FUND.]

TRUSTEES' FEES FOR THE FISCAL YEAR ENDED JUNE 30, 1999

COMPENSATION TOTAL COMPENSATION
INDEPENDENT TRUSTEE FROM THE TRUST FROM THE WT FUND COMPLEX
------------------- -------------- ------------------------
Robert Arnold $ $
Eric Brucker $ $
Nicholas Giordano $ $
Louis Klein, Jr. $ $
Clement C. Moore, II $ $
John Quindlen $ $

The Trust has an Audit Committee which has the responsibility, among other
things, to (1) recommend the selection of the Trust's independent auditors; (2)
review and approve the scope of the independent auditors' audit activity; (3)
review the financial statements which are the subject of the independent
auditors' certifications; and (4) review with

<PAGE>

such independent auditors the adequacy of the Trust's basic accounting system
and the effectiveness of the Trust's internal accounting controls.

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

As of the date of this Statement of Additional Information, the following
shareholders were known to own beneficially 5% or more of the outstanding shares
of the Large Cap Growth Fund:

[INSERT 5% S/HS]

INVESTMENT ADVISORY AND OTHER SERVICES

ADVISORY SERVICES

Roxbury Capital Management, LLC ("Roxbury" or the "adviser") serves as the
investment adviser to each Series. An employee of Roxbury, Mr. Richards, serves
as Trustee for the Trust. The Large Cap Growth Series pays a monthly advisory
fee to Roxbury at the annual rate of 0.55% of that Series' first $1 billion of
average daily net assets; 0.50% of the Series' next $1 billion of average daily
net assets; and 0.45% of the Series' average daily net assets over $2 billion.
The Mid Cap Series and the Socially Responsible Series each pay a monthly
advisory fee to Roxbury at the annual rate of 0.75% of the Series' first $1
billion of average daily net assets; 0.70% of the Series' next billion of
average daily net assets; and 0.65% of the Series' average daily net assets over
$2 billion. The Science and Technology Series pays a monthly advisory fee to
Roxbury at the annual rate of 1.00% of the Series' first $1 billion in assets;
0.95% of the Series' next $1 billion of average daily net assets; and 0.90% for
the Series' average daily net assets over $2 billion.

Roxbury has agreed to waive a portion of its advisory fee or reimburse expenses
to the extent total operating expenses, as a percentage of average net assets,
exceed 1.30% for the Class A shares of Large Cap Growth Fund and 2.05% for Class
B and Class C shares of the Large Cap Growth Fund. With respect to the Mid Cap
Fund and Socially Responsible Fund, Roxbury has agreed to waive a portion of its
advisory fee or reimburse expenses to the extent total operating expenses, as a
percentage of average net assets, exceed 1.55% for each Fund's Class A shares
and 2.30% for each Fund's Class B shares and Class C shares. Roxbury has also
agreed to waive a portion of its advisory fee or reimburse expenses to the
extent total operating expenses, as a percentage of average net assets, exceed
1.80% for the Class A shares of the Science and Technology Fund and 2.55% for
the Class B shares and Class C shares of the Science and Technology Fund. These
undertakings will remain in place until the Board of Trustees approves their
terminations.

Under the terms of the advisory agreement, Roxbury agrees to: (a) direct the
investments of each Series, subject to and in accordance with each Series'
investment objective, policies and limitations set forth in its prospectus and
this Statement of Additional Information; (b) purchase and sell for each Series,
securities and other investments consistent with each Series' investment
objectives and policies; (c) supply office facilities, equipment and personnel
necessary for servicing the investments of each Series; (d) pay the salaries of
all personnel of each Series and the adviser performing services relating to
research, statistical and investment activities on behalf of each Series; (e)
make available and provide such information as each Series and/or its
administrator may reasonably request for use in the preparation of its
registration statement, reports and other documents required by any applicable
federal, foreign or state statutes or regulations; (f) make its officers and
employees available to the Trustees and officers of the Trust for consultation
and discussion regarding the management of each Series and its investment
activities. Additionally, Roxbury agrees to create and maintain all necessary
records in accordance with all applicable laws, rules and regulations pertaining
to the various functions performed by it and not otherwise created and
maintained by another party pursuant to contract with the Trust. The adviser may
at any time or times, upon approval by the Board of Trustees, enter into one or
more sub-advisory agreements with a sub-adviser pursuant to which the adviser
delegates any or all of its duties as listed.

9
<PAGE>

For its services as adviser, Roxbury received fees from Large Cap Growth Series
in the amount of $_____ for the period of November 1, 1999 to June 30, 2000.

The agreement provides that the adviser shall not be liable for any error of
judgment or mistake of law or for any loss suffered by any of the Series in
connection with the matters to which the agreement relates, except to the extent
of a loss resulting from willful misfeasance, bad faith or gross negligence on
its part in the performance of its obligations and duties under the agreement.

The salaries of any officers and Trustees of the Trust who are affiliated with
the adviser and the salaries of all personnel of the adviser performing services
for each Fund relating to research, statistical and investment activities are
paid by the adviser.

CODE OF ETHICS

The Board of Trustees of the Fund and the Master and each of the Master's
investment advisers have adopted a consolidated code of ethics pursuant to Rule
17j-1 of 1940 Act. The Code significantly restricts the personal investing
activities of directors/trustees, officers and employees of each investment
adviser, the Fund and the Master who have access to information about recent
portfolio transactions.. Among other provisions, the code requires that such
directors/trustees, officers and employees with access to information about the
purchase or sale of portfolio securities obtain pre-clearance before executing
personal trades.

ADMINISTRATION AND ACCOUNTING SERVICES

Under separate Administration and Accounting Services Agreements, PFPC Inc., 400
Bellevue Parkway, Wilmington, Delaware 19809 performs certain administrative and
accounting services for the Trust and the Master. These services include
preparing shareholder reports, providing statistical and research data,
assisting the adviser in compliance monitoring activities, and preparing and
filing federal and state tax returns on behalf of the Trust and the Master. In
addition, PFPC prepares and files various reports with the appropriate
regulatory agencies and prepares materials required by the SEC or any state
securities commission having jurisdiction over the Trust. The accounting
services performed by PFPC include determining the net asset value per share of
each Fund and Series and maintaining records relating to the securities
transactions of each Fund and Series. The Administration and Accounting Services
Agreements provide that PFPC and its affiliates shall not be liable for any
error of judgment or mistake of law or for any loss suffered by the Trust or the
Master, except to the extent of a loss resulting from willful misfeasance, bad
faith or gross negligence on their part in the performance of their obligations
and duties under the Administration and Accounting Services Agreements.

[PFPC: PLEASE ADD COMPENSATION PAID TO PFPC WITH RESPECT TO LARGE CAP GROWTH
SERIES FOR THE FISCAL PERIOD ENDING 6/30/00]

ADDITIONAL SERVICE PROVIDERS

INDEPENDENT AUDITORS. Ernst & Young LLP, serves as the independent auditor to
the Trust and the Master, providing services which include (1) auditing the
annual financial statements for each Fund and its corresponding Series, (2)
assistance and consultation in connection with SEC filings and (3) preparation
of the annual federal income tax returns filed on behalf of the Trust.

LEGAL COUNSEL. Pepper Hamilton LLP, 3000 Two Logan Square, 18th and Arch
Streets, Philadelphia, PA 19103, serves as counsel to the Trust and the Master.

CUSTODIAN. Wilmington Trust Company, 1100 N. Market Street, Wilmington, DE
19890, serves as the custodian.

TRANSFER AGENT. PFPC Inc. ("PFPC"), 400 Bellevue Parkway, Wilmington, DE
19809-0001, serves as the Transfer Agent and Dividend Paying Agent.

10
<PAGE>

DISTRIBUTION OF SHARES AND RULE 12B-1 PLAN

Provident Distributors, Inc. ("PDI"), 3200 Horizon Drive, King of Prussia, PA
19406, serves as the underwriter of the Trust's shares pursuant to a
Distribution Agreement with the Trust. Pursuant to the terms of the Distribution
Agreement, PDI is granted the right to sell the shares of the Trust as agent for
the Trust. Shares of the Trust are offered continuously.

Under the terms of the Distribution Agreement, PDI agrees to use all reasonable
efforts to secure purchasers for Class B and Class C shares of each Fund and to
pay expenses of printing and distributing prospectuses, statements of additional
information and reports prepared for use in connection with the sale of Class B
and Class C shares of each fund and any other literature and advertising used in
connection with the offering, out of the compensation it receives pursuant to
the Trust's Plan of Distribution adopted pursuant to Rule 12b-1 under the 1940
Act (the "12b-1 Plan"). PDI receives no underwriting commissions or Rule 12b-1
fees in connection with the sale of the Trust's Class A shares.

The Distribution Agreement provides that PDI, in the absence of willful
misfeasance, bad faith or gross negligence in the performance of its duties or
by reason of reckless disregard of its obligations and duties under the
Agreement, will not be liable to the Trust or its shareholders for losses
arising in connection with the sale of Trust shares.

The Distribution Agreement became effective as of November 1, 1999 and was
amended on ________, 2000. The agreement continues in effect for a period of two
years. Thereafter, the agreement may continue in effect for successive annual
periods provided such continuance is approved at least annually by a majority of
the Trustees, including a majority of the Independent Trustees. The Distribution
Agreement terminates automatically in the event of an assignment. The agreement
is also terminable without payment of any penalty with respect to the Trust (i)
by vote of a majority of the Trustees of the Trust who are not interested
persons of the Trust and who have no direct or indirect financial interest in
the operation of any Rule 12b-1 Plan of the Trust or any agreements related to a
12b-1 Plan, or by vote of a majority of the outstanding voting securities of the
applicable Fund on sixty (60) days' written notice to PDI; or (ii) by PDI on
sixty (60) days' written notice to the Trust.

PDI will be compensated for distribution services according to the Class B and
Class C 12b-1 Plans regardless of PDI's expenses. The Class B and Class C 12b-1
Plans provide that PDI will be paid for distribution activities such as public
relations services, telephone services, sales presentations, media charges,
preparation, printing and mailing advertising and sales literature, data
processing necessary to support a distribution effort and printing and mailing
of prospectuses to prospective shareholders. Additionally, PDI may pay certain
financial institutions such as banks or broker-dealers who have entered into
servicing agreements with PDI ("Service Organizations") and other financial
institutions for distribution and shareholder servicing activities. The Class B
and Class C 12b-1 Plans became effective as of November 1, 1999 and were amended
on _________, 2000.

When purchasing Class A shares, a sales charge will be incurred at the time of
purchase (a "front-end load") based on the dollar amount of the purchase. The
maximum initial sales charge is 5.50%, which is reduced for purchases of $50,000
and more. Sales charges also may be reduced by using the accumulation privilege
described under "Sales Charge Reductions and Waiver". Although purchases of
$1,000,000 or more may not be subject to an initial sales charge, if the initial
sales charge is waived, such purchases may be subject to a CDSC of 1.00% if the
shares are redeemed within one year after purchase.

11
<PAGE>

Part of the front-end sales charge is paid directly to the selling broker-dealer
(the "dealer reallowance"). The remainder is retained by the distributor and may
be used either to promote the sale of each of the Fund's shares or to compensate
PDI for its efforts to sell the shares of each Fund.
<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------------------------------
DEALER REALLOWANCE
YOUR INVESTMENT AS A PERCENTAGE OF AS A PERCENTAGE OF YOUR AS A PERCENTAGE OF
OFFERING PRICE INVESTMENT OFFERING PRICE
----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
$50,000 and less 5.50% 5.82% 4.00%
----------------------------------------------------------------------------------------------------------------------
$50,000 up to $150,000 5.00% 5.26% 3.50%
----------------------------------------------------------------------------------------------------------------------
$150,000 up to $250,000 4.50% 4.71% 3.00%
----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------
DEALER REALLOWANCE
YOUR INVESTMENT AS A PERCENTAGE OF AS A PERCENTAGE OF YOUR AS A PERCENTAGE OF
OFFERING PRICE INVESTMENT OFFERING PRICE
----------------------------------------------------------------------------------------------------------------------
$250,000 up to $500,000 3.50% 3.63% 2.25%
----------------------------------------------------------------------------------------------------------------------
$500,000 up to $1,000,000 3.00% 3.09% 1.74%
----------------------------------------------------------------------------------------------------------------------
Over $1,000,000 0.00% 0.00% 0.00%
----------------------------------------------------------------------------------------------------------------------
</TABLE>

The Class B and Class C 12b-1 Plans further provide that payment shall be made
for any month only to the extent that such payment does not exceed (i) 0.75% on
an annualized basis of the respective Class B and Class C shares' average net
assets; and (ii) limitations set from time to time by the Board of Trustees.

Under the Class B and Class C 12b-1 Plans, if any payments made by the adviser
out of its advisory fee, not to exceed the amount of that fee, to any third
parties (including banks), including payments for shareholder servicing and
transfer agent functions, were deemed to be indirect financing by each Fund of
the distribution of its shares, such payments are authorized. Each Series may
execute portfolio transactions with and purchase securities issued by depository
institutions that receive payments under the 12b-1 Plans. No preference for
instruments issued by such depository institutions is shown in the selection of
investments.

12
<PAGE>

BROKERAGE ALLOCATION AND OTHER PRACTICES

The adviser places all portfolio transactions on behalf of a Series. Any debt
securities purchased and sold by a Series are generally traded on the dealer
market on a net basis (i.e., without commission) through dealers acting for
their own account and not as brokers, or otherwise involve transactions directly
with the issuer of the instrument. This means that a dealer (the securities firm
or bank dealing with a Series) makes a market for securities by offering to buy
at one price and sell at a slightly higher price. The difference between the
prices is known as a spread. When securities are purchased in underwritten
offerings, they include a fixed amount of compensation to the underwriter.

The primary objective of the adviser in placing orders on behalf of a Series for
the purchase and sale of securities is to obtain best execution at the most
favorable prices through responsible brokers or dealers and, where the spread or
commission rates are negotiable, at competitive rates. In selecting a broker or
dealer, the adviser considers, among other things: (i) the price of the
securities to be purchased or sold; (ii) the rate of the spread or commission;
(iii) the size and difficulty of the order; (iv) the nature and character of the
spread or commission for the securities to be purchased or sold; (v) the
reliability, integrity, financial condition, general execution and operational
capability of the broker or dealer; and (vi) the quality of any research or
statistical services provided by the broker or dealer to a Series or to the
adviser.

The adviser cannot readily determine the extent to which spreads or commission
rates or net prices charged by brokers or dealers reflect the value of their
research, analysis, advice and similar services. In such cases, the adviser
receives services it otherwise might have had to perform itself. The research,
analysis, advice and similar services provided by brokers or dealers can be
useful to the adviser in serving its other clients, as well as in serving a
Series. Conversely, information provided to the adviser by brokers or dealers
who have executed transaction orders on behalf of other clients of the adviser
may be useful in providing services to a Series.

[PFPC: STATE THE BROKERAGE COMMISSIONS PAID BY LARGE CAP GROWTH SERIES FOR THE
LAST THREE FISCAL YEARS.]

Some of the adviser's other clients may have investment objectives and programs
similar to that of one or more of the Series. Occasionally, recommendations made
to other clients may result in their purchasing or selling securities
simultaneously with a particular Series. Consequently, the demand for securities
being purchased or the supply of securities being sold may increase, and this
could have an adverse effect on the price of those securities. It is the policy
of the adviser not to favor one client over another in making recommendations or
in placing orders. In the event of a simultaneous transaction, purchases or
sales are averaged as to price, transaction costs are allocated among a Series
and other clients participating in the transaction on a pro rata basis and
purchases and sales are normally allocated among a series and the other clients
as to amount according to a formula determined prior to the execution of such
transactions.

CAPITAL STOCK AND OTHER SECURITIES

The Trust issues three separate classes of shares, Class A, Class B and Class C
shares for each Fund. The shares of each Fund, when issued and paid for in
accordance with the prospectus, will be fully paid and non-assessable shares,
with equal voting rights and no preferences as to conversion, exchange,
dividends, redemption or any other feature.

13
<PAGE>

The separate classes of shares each represent interests in the same portfolio of
investments, have the same rights and are identical in all respects, except that
Class B and Class C shares bear Rule 12b-1 distribution expenses of 0.75% of the
average net assets of the respective Class B and Class C shares and have
exclusive voting rights with respect to the Rule 12b-1 Plan pursuant to which
the Rule 12b-1 fee may be paid. Each Class bears a shareholder service fee of
0.25% of the average net assets of the Class. The net income attributable to a
class of shares and the dividends payable on such shares will be reduced by the
amount of any shareholder service or Rule 12b-1 fees; accordingly, the net asset
value of Class A, Class B and Class C shares will be reduced by such amount to
the extent a Fund has undistributed net income.

Shares of a Fund entitle holders to one vote per share and fractional votes for
fractional shares held. Shares have non-cumulative voting rights, do not have
preemptive or subscription rights and are transferable. Each Fund and class
takes separate votes on matters affecting only that Fund or class. For example,
a change in the fundamental investment policies for a Fund would be voted upon
only by shareholders of that Fund.

The Funds do not hold annual meetings of shareholders. The Trustees are required
to call a meeting of shareholders for the purpose of voting upon the question of
removal of any Trustee when requested in writing to do so by the shareholders of
record owning not less than 10% of a Fund's outstanding shares.

PURCHASE, REDEMPTION AND PRICING OF SHARES

PURCHASE OF SHARES.

BY MAIL: You or your financial intermediary may purchase shares by sending a
check drawn on a U.S. bank payable to either Roxbury Large Cap Growth Fund,
Roxbury Mid -Cap Fund, Roxbury Science and Technology Fund or Roxbury Socially
Responsible Fund, along with a completed application (included at the end of the
prospectus). If a subsequent investment is being made, the check should also
indicate your Fund account number. When you make purchases by check, the Fund
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:

BY REGULAR MAIL BY OVERNIGHT MAIL
--------------- -----------------
Roxbury Funds Roxbury Funds
c/o PFPC Inc. c/o PFPC Inc.
P.O. Box 8784 400 Bellevue Parkway - Suite 108
Wilmington, DE 19899 Wilmington, DE 19809

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.

INDIVIDUAL RETIREMENT ACCOUNTS: You may purchase shares of a Fund for a
tax-deferred retirement plan such as an individual retirement account ("IRA").
To order an application for an IRA and a brochure describing a Fund IRA, call
the Transfer Agent at (800) 497-2960. PFPC Trust Company, as custodian for each
IRA account receives an annual fee of $10 per account, paid directly to PFPC
Trust Company by the IRA shareholder. If the fee is not paid by the due date,
the appropriate number of Fund shares owned by the IRA will be redeemed
automatically as payment.

AUTOMATIC INVESTMENT PLAN: You may purchase Fund shares through an Automatic
Investment Plan ("AIP"). Under the AIP, the Transfer Agent, at regular
intervals, will automatically debit your bank checking account in an amount

14
<PAGE>

of $50 or more (after the $2,000 minimum initial investment). You may elect to
invest the specified amount monthly, bimonthly, quarterly, semiannually or
annually. The purchase of Fund shares will be effected at their offering price
at the close of regular trading on the New York Stock Exchange ("Exchange")
(currently 4:00 p.m., Eastern time), on or about the 20th day of the month. To
obtain an application for the AIP, check the appropriate box of the application
or call the Transfer Agent at (800) 497-2960.

PAYROLL INVESTMENT PLAN: The Payroll Investment Plan ("PIP") permits you to make
regularly scheduled purchases of Fund shares through payroll deductions. To open
a PIP account, you must submit a completed account application, payroll
deduction form and the minimum initial deposit to your employer's payroll
department. Then, a portion of your paycheck will automatically be transferred
to your PIP account for as long as you wish to participate in the plan. It is
the sole responsibility of your employer, not the Fund, the distributor, the
adviser or the transfer agent, to arrange for transactions under the PIP. The
Fund reserves the right to vary its minimum purchase requirements for employees
participating in a PIP.

REDEMPTION OF SHARES.

You or your financial intermediary may sell your shares on any Business Day as
described below. Redemptions are effected at the NAV next determined after the
Transfer Agent has received your redemption request. It is the responsibility of
your financial intermediary to transmit redemption orders and credit your
account with redemption proceeds on a timely basis. Redemption checks 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 are normally 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.

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. When the fund requires a signature guarantee, a
medallion signature guarantee must be provided. A medallion signature guarantee
may be obtained from a domestic bank or trust company, broker, dealer, clearing
agency, savings association, or other financial institution, which is
participating in a medallion program recognized by the Securities Transfer
Association. The three recognized medallion programs are Securities Transfer
Agents Medallion Program (STAMP), Stock Exchanges Medallion Program (SEMP) and
New York Stock Exchange, Inc. Medallion Signature Program (NYSE MSP). Signature
guarantees from financial institutions, which are not participating in one of
these programs will not be accepted. You can obtain one from most banking
institutions or securities brokers, but not from a Notary Public. You must
indicate the Fund name, your account number and your name. The written
instructions and signature guarantee should be mailed to:

BY REGULAR MAIL BY OVERNIGHT MAIL
Roxbury Funds Roxbury Funds
c/o PFPC Inc. c/o PFPC Inc.
P.O. Box 8784 400 Bellevue Parkway - Suite 108
Wilmington, DE 19809 Wilmington, DE 19809

BY TELEPHONE: If you prefer to redeem your shares by telephone you may elect to
do so. However, there are certain risks. Each Fund has certain 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.

BY WIRE: 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. Proceeds may also be mailed to
your bank or, for amounts of $10,000 or less, mailed to your Fund account
address of record if the address has been established for at least 60 days. In
order to authorize the Transfer Agent to mail redemption proceeds to your Fund
account address of record, complete the appropriate section of the Application
for Telephone Redemptions or include your Fund 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
guarantee of the shareholder's

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<PAGE>

signature by an eligible institution. 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.

SYSTEMATIC WITHDRAWAL PLAN: If you own Fund shares with a value of $10,000 or
more you may participate in the Systematic Withdrawal Plan ("SWP"). Under the
SWP, you may automatically redeem a portion of your account monthly, bimonthly,
quarterly, semiannually or annually. The minimum withdrawal available is $100.
All the redemptions of Fund shares, including bi-monthly redemptions of Fund
shares, will be effected at the NAV determined on or about the 25th day of the
month.

ADDITIONAL INFORMATION REGARDING REDEMPTIONS: If shares to be redeemed represent
a recent investment made by check, the Fund reserves the right not to make the
redemption proceeds available until it has reasonable grounds to believe that
the check has been collected (which could take up to 10 days).

To ensure proper authorization before redeeming Fund shares, the Transfer Agent
may require additional documents such as, but not restricted to, stock powers,
trust instruments, death certificates, appointments as fiduciary, certificates
of corporate authority and waivers of tax required in some states when settling
estates.

When shares are held in the name of a corporation, other organization, trust,
fiduciary or other institutional investor, the Transfer Agent requires, in
addition to the stock power, certified evidence of authority to sign the
necessary instruments of transfer. These procedures are for the protection of
shareholders and should be followed to ensure prompt payment. Redemption
requests must not be conditional as to date or price of the redemption. Proceeds
of a redemption will be sent within 7 days of acceptance of shares tendered for
redemption. Delay may result if the purchase check has not yet cleared, but the
delay will be no longer than required to verify that the purchase check has
cleared, and the Funds will act as quickly as possible to minimize delay.

The value of shares redeemed may be more or less than your cost, depending on
the net asset value at the time of redemption. Redemption of shares may result
in tax consequences (gain or loss) to you, and the proceeds of a redemption may
be subject to backup withholding.

Your right to redeem shares and to receive payment therefore may be suspended
when (a) the Exchange is closed, other than customary weekend and holiday
closings, (b) trading on the Exchange is restricted, (c) an emergency exists as
a result of which it is not reasonably practicable to dispose of the Fund's
securities or to determine the value of the Fund's net assets, or (d) ordered by
a governmental body having jurisdiction over the Fund for the protection of the
Fund's shareholders, provided that applicable rules and regulations of the SEC
(or any succeeding governmental authority) shall govern as to whether a
condition described in (b), (c) or (d) exists. In case of such suspension,
shareholders of the Fund may withdraw their requests for redemption or may
receive payment based on the net asset value of the Fund next determined after
the suspension is lifted.

Each Fund reserves the right, if conditions exist which make cash payments
undesirable, to honor any request for redemption by making payment in whole or
in part with readily marketable securities chosen by each Fund and valued in the
same way as they would be valued for purposes of computing the net asset value
of each Fund. If payment is made in securities, you may incur transaction
expenses in converting these securities into cash. Each Fund has elected,
however, to be governed by Rule 18f-1 under the 1940 Act, as a result of which
each Fund is obligated to redeem shares solely in cash if the redemption
requests are made by one shareholder account up to the lesser of $250,000 or 1%
of the net assets of that particular Fund during any 90-day period. This
election is irrevocable unless the SEC permits its withdrawal.

The net asset value per share of each Fund is determined by dividing the value
of each Fund's net assets by the total number of that Fund's shares outstanding.
This determination is made by PFPC, as of the close of regular trading on the
Exchange (currently 4:00 p.m., Eastern time) each day a Fund is open for
business. A Fund is considered to be open for business on days when the
Exchange, PFPC and the Philadelphia branch office of the Federal Reserve are
open for business.

In valuing a Fund's assets, a security listed on the Exchange (and not subject
to restrictions against sale by the Funds on the Exchange) will be valued at its
last sale price on the Exchange on the day the security is valued. Lacking any

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<PAGE>
sales on such day, the security will be valued at the mean between the closing
asked price and the closing bid price. Securities listed on other exchanges (and
not subject to restriction against sale by the Funds on such exchanges) will be
similarly valued, using quotations on the exchange on which the security is
traded most extensively. Unlisted securities that are quoted on the National
Association of Securities Dealers' National Market System, for which there have
been sales of such securities on such day, shall be valued at the last sale
price reported on such system on the day the security is valued. If there are no
such sales on such day, the value shall be the mean between the closing asked
price and the closing bid price. The value of such securities quoted on the
NASDAQ Stock Market System, but not listed on the National Market System, shall
be valued at the mean between the closing asked price and the closing bid price.
Unlisted securities that are not quoted on the NASDAQ Stock Market System and
for which over-the-counter market quotations are readily available will be
valued at the mean between the current bid and asked prices for such security in
the over-the-counter market. Other unlisted securities (and listed securities
subject to restriction on sale) will be valued at fair value as determined in
good faith under the direction of the Board of Trustees although the actual
calculation may be done by others. Short-term investments with remaining
maturities of less than 61 days are valued at amortized cost.

DIVIDENDS

Dividends from each Fund's net investment income and distributions of net
short-term capital gain and net capital gain (the excess of net long-term
capital gain over the short-term capital loss) realized by each Fund, after
deducting any available capital loss carryovers are declared and paid to its
shareholders annually.

TAXATION OF THE FUND

GENERAL. Each Fund is treated as a separate corporation for federal income tax
purposes. To qualify or continue to qualify for treatment as a regulated
investment company ("RIC") under the Internal Revenue Code of 1986, as amended
(the "Code"), each Fund must distribute to its shareholders for each taxable
year at least 90% of its investment company taxable income (consisting generally
of net investment income and net short-term capital gain and must meet several
additional requirements. For each Fund, these requirements include the
following: (1) the Fund must derive at least 90% of its gross income each
taxable year from dividends, interest, payments with respect to securities loans
and gains from the sale or other disposition of securities or foreign
currencies, or other income (including gains from options, futures and forward
contracts) derived with respect to its business of investing in securities or
those currencies; (2) at the close of each quarter of the Fund's taxable year,
at least 50% of the value of its total assets must be represented by cash and
cash items, U.S. Government securities, securities of other RICs and other
securities, with these other securities limited, in respect of any one issuer,
to an amount that does not exceed 5% of the value of the Fund's total assets and
that does not represent more than 10% of the issuer's outstanding voting
securities; and (3) at the close of each quarter of the Fund's taxable year, not
more than 25% of the value of its total assets may be invested in securities
(other than U.S. Government securities or the securities of other RICs) of any
one issuer.

If a Fund failed to qualify for treatment as a RIC in any taxable year, it would
be subject to tax on its taxable income at corporate rates and all distributions
from earnings and profits, including any distributions from net capital gain
(the excess of net long-term capital gain over net short-term capital loss),
would be taxable to its shareholders as ordinary income. In addition, a Fund
could be required to recognize unrealized gains, pay substantial taxes and
interest and make substantial distributions before qualifying again for RIC
treatment.

Each Fund will be subject to a nondeductible 4% excise tax to the extent it
fails to distribute by the end of any calendar year substantially all of its
ordinary income for that year and capital gain net income for the one-year
period ending on October 31 of that year, plus certain other amounts.

Dividends and other distributions declared by each Fund in October, November or
December of any year and payable to shareholders of record on a date in one of
those months will be deemed to have been paid by the Fund and received by you on
December 31 of that year if they are paid by a Fund during the following
January. Accordingly, such distributions will be taxed to you for the year in
which that December 31 falls.

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<PAGE>

You should be aware that if Fund shares are purchased shortly before the record
date for any dividend (other than an exempt-interest dividend) or capital gain
distribution, you will pay full price for the shares and will receive some
portion of the price back as a taxable distribution.

If a Fund makes a distribution to shareholders in excess of its current and
accumulated earnings and profits in any taxable year, the excess distribution
will be treated by you as a return of capital to the extent of your tax basis
and thereafter as capital gain.

It is anticipated that all or a portion of the dividends from the net investment
income of a Fund will qualify for the dividends-received deduction allowed to
corporations. The qualifying portion may not exceed the aggregate dividends
received by a Fund from U.S. corporations. However, dividends received by a
corporate shareholder and deducted by it pursuant to the dividends-received
deduction are subject indirectly to the federal alternative minimum tax.
Moreover, the dividends-received deduction will be reduced to the extent the
shares with respect to which the dividends are received are treated as
debt-financed and will be eliminated if those shares are deemed to have been
held for less than 46 days. Distributions of net short-term capital gain and net
capital gain are not eligible for the dividends-received deduction.

Any loss realized by you on the redemption of shares within six months from the
date of their purchase will be treated as a long-term, instead of a short-term,
capital loss to the extent of any capital gain distributions to that shareholder
with respect to those shares.

HEDGING TRANSACTIONS. The use of hedging strategies, such as writing (selling)
and purchasing options and futures contracts and entering into forward currency
contracts, involves complex rules that will determine for federal income tax
purposes the amount, character and timing of recognition of the gains and losses
each Fund realizes in connection therewith. Gains from the disposition of
foreign currencies (except certain gains that may be excluded by future
regulations) and gains from options, futures and foreign currency contracts
derived by a Fund with respect to its business of investing in securities
qualify as permissible income under the Income Requirement.

Futures and foreign currency contracts that are subject to section 1256 of the
Code (other than such contracts that are part of a "mixed straddle" with respect
to which a Fund has made an election not to have the following rules apply)
("Section 1256 Contracts") and that are held by a Fund at the end of its taxable
year generally will be "marked-to-market" (that is, deemed to have been sold for
their market value) for federal income tax purposes. Sixty percent of any net
gain or loss recognized on these deemed sales, and 60% of any net realized gain
or loss from any actual sales of Section 1256 Contracts, will be treated as
long-term capital gain or loss, and the balance will be treated as short-term
capital gain or loss. As of the date of this Statement of Additional
Information, it is not entirely clear whether that 60% portion will qualify for
the reduced maximum tax rates on non-corporate taxpayers' net capital gain
enacted by the Taxpayer Relief Act of 1997 -- 20% (10% for taxpayers in the 15%
marginal tax bracket) for gain recognized on capital assets held for more than
18 months -instead of the 28% rate in effect before that legislation, which now
applies to gain recognized on capital assets held for more than one year but not
more than 18 months. However, technical correction legislation passed by the
House of Representatives late in 1997 would clarify that the lower rates apply.
Section 1256 Contracts also may be marked-to-market for purposes of the Excise
Tax.

Code section 1092 (dealing with straddles) also may affect the taxation of
options and futures contracts in which each Fund may invest. Section 1092
defines a "straddle" as offsetting positions with respect to personal property;
for these purposes, options and futures contracts are personal property. Under
section 1092, any loss from the disposition of a position in a straddle
generally may be deducted only to the extent the loss exceeds the unrealized
gain on the offsetting position(s) of the straddle. Section 1092 also provides
certain "wash sale" rules, which apply to transactions where a position is sold
at a loss and a new offsetting position is acquired within a prescribed period,
and "short sale" rules applicable to straddles. If a Fund makes certain
elections, the amount, character and timing of the recognition of gains and
losses from the affected straddle positions would be determined under rules that
vary according to the elections made. Because only a few of the regulations
implementing the straddle rules have been promulgated, the tax consequences to a
Fund of straddle transactions are not entirely clear.

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<PAGE>
If a Fund has an "appreciated financial position" -- generally, an interest
(including an interest through an option, futures or forward contract or short
sale) with respect to any stock, debt instrument (other than "straight debt") or
partnership interest the fair market value of which exceeds its adjusted basis
-- and enters into a "constructive sale" of the same or substantially similar
property, a Fund will be treated as having made an actual sale thereof, with the

result that gain will be recognized at that time. A constructive sale generally
consists of a short sale, an offsetting notional principal contract or futures
or forward contract entered into by a Fund or a related person with respect to
the same or substantially similar property. In addition, if the appreciated
financial position is itself a short sale or such a contract, acquisition of the
underlying property or substantially similar property will be deemed a
constructive sale.

The foregoing tax discussion is a summary included for general informational
purposes only. Each shareholder is advised to consult its own tax adviser with
respect to the specific tax consequences to it of an investment in a Fund,
including the effect and applicability of state, local, foreign and other tax
laws and the possible effects of changes in federal or other tax laws.

Shortly after the end of each year, PFPC calculates the federal income tax
status of all distributions made during the year. In addition to federal income
tax, shareholders may be subject to state and local taxes on distributions from
a Fund. You should consult your tax adviser regarding specific questions
relating to federal, state and local taxes.

CALCULATION OF PERFORMANCE INFORMATION

The performance of each Fund may be quoted in terms of its yield and its total
return in advertising and other promotional materials. Performance data quoted
represents past performance and is not intended to indicate future performance.
Performance of each Fund will vary based on changes in market conditions and the
level of each Fund's expenses. These performance figures are calculated in the
following manner:

A. AVERAGE ANNUAL TOTAL RETURN is the average annual compound rate of
return for the periods of one year, five years, ten years and the life of a
Fund, where applicable, all ended on the last day of a recent calendar quarter.
Average annual total return quotations reflect changes in the price of a Fund's
shares, if any, and assume that all dividends during the respective periods were
reinvested in Fund shares. Average annual total return is calculated by finding
the average annual compound rates of return of a hypothetical investment over
such periods, according to the following formula (average annual total return is
then expressed as a percentage):

T = (ERV/P)1/n - 1

Where: P = a hypothetical initial investment of $1,000

T = average annual total return

n = number of years

ERV = ending redeemable value: ERV is
the value, at the end of the
applicable period, of a hypothetical
$1,000 investment made at the
beginning of the applicable period.

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<PAGE>
B. YIELD CALCULATIONS. From time to time, a Fund may advertise its yield.
Yield for a Fund is calculated by dividing a Fund's investment income for a
30-day period, net of expenses, by the average number of shares entitled to
receive dividends during that period according to the following formula:

YIELD = 2[((A-B)/CD + 1)6-1]

where:

a = dividends and interest earned during the period;
b = expenses accrued for the period (net of reimbursements);
c = the average daily number of shares outstanding during the
period that were entitled to receive dividends; and
d = the maximum offering price per share on the last day of the period.

The result is expressed as an annualized percentage (assuming semiannual
compounding) of the maximum offering price per share at the end of the period.

Except as noted below, in determining interest earned during the period
(variable "a" in the above formula), pfpc calculates the interest earned on each
debt instrument held by a Fund during the period by: (i) computing the
instrument's yield to maturity, based on the value of the instrument (including
actual accrued interest) as of the last business day of the period or, if the
instrument was purchased during the period, the purchase price plus accrued
interest; (ii) dividing the yield to maturity by 360; and (iii) multiplying the
resulting quotient by the value of the instrument (including actual accrued
interest). Once interest earned is calculated in this fashion for each debt
instrument held by a Fund, interest earned during the period is then determined
by totaling the interest earned on all debt instruments held by the Fund.

For purposes of these calculations, the maturity of a debt instrument with one
or more call provisions is assumed to be the next date on which the instrument
reasonably can be expected to be called or, if none, the maturity date. In
general, interest income is reduced with respect to debt instruments trading at
a premium over their par value by subtracting a portion of the premium from
income on a daily basis, and increased with respect to debt instruments trading
at a discount by adding a portion of the discount to daily income.

In determining dividends earned by any preferred stock or other equity
securities held by each Fund during the period (variable "a" in the above
formula), PFPC accrues the dividends daily at their stated dividend rates.
Capital gains and losses generally are excluded from yield calculations.

Because yield accounting methods differ from the accounting methods used to
calculate net investment income for other purposes, a Fund's yield may not equal
the dividend income actually paid to investors or the net investment income
reported with respect to a Fund in the Fund's financial statements.

Yield information may be useful in reviewing a Fund's performance and in
providing a basis for comparison with other investment alternatives. However, a
Fund's yields fluctuate, unlike investments that pay a fixed interest rate over
a stated period of time. Investors should recognize that in periods of declining
interest rates, a Fund's yields will tend to be somewhat higher than prevailing
market rates, and in periods of rising interest rates, a Fund's yields will tend
to be somewhat lower. Also, when interest rates are falling, the inflow of net
new money to a Fund from the continuous sale of its shares will likely be
invested in instruments producing lower yields than the balance of a Funds'
holdings, thereby reducing the current yields of a Fund. In periods of rising
interest rates, the opposite can be expected to occur.

COMPARISON OF FUND PERFORMANCE. A comparison of the quoted performance offered
for various investments is valid only if performance is calculated in the same
manner. Since there are many methods of calculating performance, investors
should consider the effects of the methods used to calculate performance when
comparing performance of each Fund with performance quoted with respect to other
investment companies or types of investments. For example, it is useful to note
that yields reported on debt instruments are generally prospective, contrasted
with the historical yields reported by a Fund.

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<PAGE>
In connection with communicating its performance to current or prospective
shareholders, a Fund also may compare these figures to the performance of other
mutual funds tracked by mutual fund rating services or to unmanaged indices
which may assume reinvestment of dividends but generally do not reflect
deductions for administrative and management costs.

From time to time, in marketing and other literature, a Fund's performance may
be compared to the performance of broad groups of comparable mutual funds or
unmanaged indexes of comparable securities with similar investment goals, as
tracked by independent organizations such as Investment Company Data, Inc. (an
organization which

provides performance ranking information for broad classes of mutual funds),
Lipper Analytical Services, Inc. ("Lipper") (a mutual fund research firm which
analyzes over 1,800 mutual funds), CDA Investment Technologies, Inc. (an
organization which provides mutual fund performance and ranking information),
Morningstar, Inc. (an organization which analyzes over 2,400 mutual funds) and
other independent organizations. When Lipper's tracking results are used, each
Fund will be compared to Lipper's appropriate fund category, that is, by fund
objective and portfolio holdings. Rankings may be listed among one or more of
the asset-size classes as determined by Lipper. When other organizations'
tracking results are used, a Fund will be compared to the appropriate fund
category, that is, by fund objective and portfolio holdings, or to the
appropriate volatility grouping, where volatility is a measure of a fund's risk.

Since the assets in all funds are always changing, a Fund may be ranked within
one asset-size class at one time and in another asset-size class at some other
time. In addition, the independent organization chosen to rank a Fund in
marketing and promotional literature may change from time to time depending upon
the basis of the independent organization's categorizations of mutual funds,
changes in a Fund's investment policies and investments, a Fund's asset size and
other factors deemed relevant. Advertisements and other marketing literature
will indicate the time period and Lipper asset-size class or other performance
ranking company criteria, as applicable, for the ranking in question.

Evaluations of Fund performance made by independent sources may also be used in
advertisements concerning a Fund, including reprints of or selections from,
editorials or articles about a Fund. Sources for performance information and
articles about a Fund may include the following:

BARRON'S, a Dow Jones and Company, Inc. business and financial weekly that
periodically reviews mutual fund performance data.

CDA INVESTMENT TECHNOLOGIES, INC., an organization that provides performance and
ranking information through examining the dollar results of hypothetical mutual
fund investments and comparing these results against appropriate market indices.

CHANGING TIMES, THE KIPLINGER MAGAZINE, a monthly investment advisory
publication that periodically features the performance of a variety of
securities.

CONSUMER DIGEST, a monthly business/financial magazine that includes a "Money
Watch" section featuring financial news.

FINANCIAL WORLD, a general business/financial magazine that includes a "Market
Watch" department reporting on activities in the mutual fund industry.

FORBES, a national business publication that from time to time reports the
performance of specific investment companies in the mutual fund industry.

FORTUNE, a national business publication that periodically rates the performance
of a variety of mutual funds.

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<PAGE>

IBC'S MONEY FUND REPORT, a weekly publication of IBC/Donoghue, Inc., of Ashland,
Massachusetts, reporting on the performance of the nation's money market funds,
summarizing money market fund activity, and including certain averages as
performance benchmarks, specifically "IBC's Money Fund Average," and "IBC's
Government Money Fund Average."

IBC'S MONEY FUND DIRECTORY, an annual directory ranking money market mutual
funds.

INVESTMENT COMPANY DATA, INC., an independent organization which provides
performance ranking information for broad classes of mutual funds.

INVESTOR'S DAILY, a daily newspaper that features financial, economic, and
business news.

LIPPER ANALYTICAL SERVICES, INC.'S MUTUAL FUND PERFORMANCE ANALYSIS, a weekly
publication of industry-wide mutual fund averages by type of fund.

MONEY, a monthly magazine that from time to time features both specific funds
and the mutual fund industry as a whole.

MUTUAL FUND VALUES, a biweekly Morningstar, Inc. publication that provides
ratings of mutual funds based on fund
performance risk and portfolio characteristics.

THE NEW YORK TIMES, a nationally distributed newspaper which regularly covers
financial news.

PERSONAL INVESTING NEWS, a monthly news publication that often reports on
investment opportunities and market conditions.

PERSONAL INVESTOR, a monthly investment advisory publication that includes a
"Mutual Funds Outlook" section reporting on mutual fund performance measures,
yields, indices and portfolio holdings.

SUCCESS, a monthly magazine targeted to the world of entrepreneurs and growing
business, often featuring mutual fund performance data.

USA TODAY, the nation's number one daily newspaper.

U.S. NEWS AND WORLD REPORT, a national business weekly that periodically reports
mutual fund performance data.

WALL STREET JOURNAL, a Dow Jones and Company, Inc. newspaper that regularly
covers financial news.

WIESENBERGER INVESTMENT COMPANIES SERVICES, an annual compendium of information
about mutual funds and other investment companies, including comparative data on
funds' backgrounds, management policies, salient features, management results,
income and dividend records, and price ranges.

FINANCIAL STATEMENTS

The audited financial statements and financial highlights of Roxbury Large Cap
Growth Fund and its corresponding Series for the fiscal period from March 14,
2000 (commencement of operations through June 30, 2000, as set forth in WT
Mutual Fund's annual report to shareholders, including the notes thereto and the
report of Ernst & Young LLP thereon, are incorporated herein by reference. Also
incorporated by reference is the audited financial statements and financial
highlights of Large Cap Growth Series for the fiscal year ended June 30, 2000,
as set forth in the Master's annual report to shareholders.

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<PAGE>

APPENDIX A
OPTIONS, FUTURES AND FORWARD CURRENCY CONTRACT STRATEGIES

REGULATION OF THE USE OF OPTIONS, FUTURES AND FORWARD CURRENCY CONTRACT
STRATEGIES. As discussed in the prospectus, in managing the Series, the adviser
may engage in certain options, futures and forward currency contract strategies
for certain bona fide hedging, risk management or other portfolio management
purposes. Certain special characteristics of and risks associated with using
these strategies are discussed below. Use of options, futures and forward
currency contracts is subject to applicable regulations and/or interpretations
of the SEC and the several options and futures exchanges upon which these
instruments may be traded. The Board of Trustees has adopted investment
guidelines (described below) reflecting these regulations.

In addition to the products, strategies and risks described below and in the
prospectus, the adviser expects to discover additional opportunities in
connection with options, futures and forward currency contracts. These new
opportunities may become available as new techniques develop, as regulatory
authorities broaden the range of permitted transactions and as new options,
futures and forward currency contracts are developed. These opportunities may be
utilized to the extent they are consistent with each Fund's investment objective
and limitations and permitted by applicable regulatory authorities. The
registration statement for the Funds will be supplemented to the extent that new
products and strategies involve materially different risks than those described
below and in the prospectus.

COVER REQUIREMENTS. The Series will not use leverage in their options and
futures. Accordingly, each Series will comply with guidelines established by the
SEC with respect to coverage of these strategies by either (1) setting aside
cash or liquid, unencumbered, daily marked-to-market securities in one or more
segregated accounts with the custodian in the prescribed amount; or (2) holding
securities or other options or futures contracts whose values are expected to
offset ("cover") their obligations thereunder. Securities, currencies, or other
options or futures contracts used for cover cannot be sold or closed out while
these strategies are outstanding, unless they are replaced with similar assets.
As a result, there is a possibility that the use of cover involving a large
percentage of a Series' assets could impede portfolio management, or the Series'
ability to meet redemption requests or other current obligations.

OPTIONS STRATEGIES. Each Series may purchase and write (sell) only those options
on securities and securities indices that are traded on U.S. exchanges.
Exchange-traded options in the U.S. are issued by a clearing organization
affiliated with the exchange, on which the option is listed, which, in effect,
guarantees completion of every exchange-traded option transaction.

Each Series may purchase call options on securities in which it is authorized to
invest in order to fix the cost of a future purchase. Call options also may be
used as a means of enhancing returns by, for example, participating in an
anticipated price increase of a security. In the event of a decline in the price
of the underlying security, use of this strategy would serve to limit the
potential loss to a Series to the option premium paid; conversely, if the market
price of the underlying security increases above the exercise price and the
Series either sells or exercises the option, any profit eventually realized
would be reduced by the premium paid.

Each Series may purchase put options on securities that it holds in order to
hedge against a decline in the market value of the securities held or to enhance
return. The put option enables a Series to sell the underlying security at the
predetermined exercise price; thus, the potential for loss to a Series below the
exercise price is limited to the option premium paid. If the market price of the
underlying security is higher than the exercise price of the put option, any
profit the Series realizes on the sale of the security is reduced by the premium
paid for the put option less any amount for which the put option may be sold.

Each Series may on certain occasions wish to hedge against a decline in the
market value of securities that it holds at a time when put options on those
particular securities are not available for purchase. At those times, a Series
may purchase a put option on other carefully selected securities in which it is
authorized to invest, the values of which historically have a high degree of
positive correlation to the value of the securities actually held. If the
adviser's judgment is correct, changes in the value of the put options should
generally offset changes in the value of the securities being hedged. However,
the correlation between the two values may not be as close in these transactions
as in transactions in which a Series purchases a put option on a security that
it holds. If the
A-1
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value of the securities underlying the put option falls below the value of the
portfolio securities, the put option may not provide complete protection against
a decline in the value of the portfolio securities.

Each Series may write covered call options on securities in which it is
authorized to invest for hedging purposes or to increase return in the form of
premiums received from the purchasers of the options. A call option gives the
purchaser of the option the right to buy, and the writer (seller) the obligation
to sell, the underlying security at the exercise price during the option period.
The strategy may be used to provide limited protection against a decrease in the
market price of the security, in an amount equal to the premium received for
security and the option is exercised, the corresponding Series will be obligated
to sell the security at less than its market value.

Each Series may also write covered put options on securities in which it is
authorized to invest. A put option gives the purchaser of the option the right
to sell, and the writer (seller) the obligation to buy, the underlying security
at the exercise price during the option period. So long as the obligation of the
writer continues, the writer may be assigned an exercise notice by the
broker-dealer through whom such option was sold, requiring it to make payment of
the exercise price against delivery of the underlying security. The operation of
put options in other respects, including their related risks and rewards, is
substantially identical to that of call options. If the put option is not
exercised, the Series will realize income in the amount of the premium received.
This technique could be used to enhance current return during periods of market
uncertainty. The risk in such a transaction would be that the market price of
the underlying securities would decline below the exercise price less the
premiums received, in which case the Series would expect to suffer a loss.

Each Series may purchase put and call options and write covered put and call
options on indexes in much the same manner as the more traditional options
discussed above, except that index options may serve as a hedge against overall
fluctuations in the securities markets (or a market sector) rather than
anticipated increases or decreases in the value of a particular security. An
index assigns values to the securities included in the index and fluctuates with
changes in such values. Settlements of index options are effected with cash
payments and do not involve delivery of securities. Thus, upon settlement of an
index option, the purchaser will realize, and the writer will pay, an amount
based on the difference between the exercise price and the closing price of the
index. The effectiveness of hedging techniques using index options will depend
on the extent to which price movements in the index selected correlate with
price movements of the securities in which the Series invests. Perfect
correlation is not possible because the securities held or to be acquired by the
Series will not exactly match the composition of indexes on which options are
purchased or written.

Each Series may purchase and write covered straddles on securities or indexes. A
long straddle is a combination of a call and a put purchased on the same
security where the exercise price of the put is less than or equal to the
exercise price on the call. The Series would enter into a long straddle when the
adviser believes that it is likely that prices will be more volatile during the
term of the options than is implied by the option pricing. A short straddle is a
combination of a call and a put written on the same security where the exercise
price on the put is less than or equal to the exercise price of the call where
the same issue of the security is considered "cover" for both the put and the
call. The Series would enter into a short straddle when the adviser believes
that it is unlikely that prices will be as volatile during the term of the
options as is implied by the option pricing. In such case, the Series will set
aside cash and/or liquid, unencumbered securities in a segregated account with
its custodian equivalent in value to the amount, if any, by which the put is
"in-the-money," that is, that amount by which the exercise price of the put
exceeds the current market value of the underlying security. Because straddles
involve multiple trades, they result in higher transaction costs and may be more
difficult to open and close out.

Each Series may purchase put and call warrants with values that vary depending
on the change in the value of one or more specified indexes ("index warrants").
An index warrant is usually issued by a bank or other financial institution and
gives a Series the right, at any time during the term of the warrant, to receive
upon exercise of the warrant a cash payment from the issuer of the warrant based
on the value of the underlying index at the time of exercise. In general, if a
Series holds a call warrant and the value of the underlying index rises above
the exercise price of the warrant, a Series will be entitled to receive a cash
payment from the issuer upon exercise based on the difference between the value
of the index and the exercise price of the warrant; if a Series holds a put
warrant
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and the value of the underlying index falls, a Series will be entitled to
receive a cash payment from the issuer upon exercise based on the difference
between the exercise price of the warrant and the value of the index. A Series
holding a call warrant would not be entitled to any payments from the issuer at
any time when the exercise price is greater than the value of the underlying
index; a Series holding a put warrant would not be entitled to any payments when
the exercise price is less than the value of the underlying index. If a Series
does not exercise an index warrant prior to its expiration, then that Series
loses the amount of the purchase price that it paid for the warrant.

A Series will normally use index warrants as it may use index options. The risks
of a Series' use of index warrants are generally similar to those relating to
its use of index options. Unlike most index options, however, index warrants are
issued in limited amounts and are not obligations of a regulated clearing
agency, but are backed only by the credit of the bank or other institution which
issues the warrant. Also, index warrants generally have longer terms than index
options. Index warrants are not likely to be as liquid as index options backed
by a recognized clearing agency. In addition, the terms of index warrants may
limit a Series' ability to exercise the warrants at any time or in any quantity.

OPTIONS GUIDELINES. In view of the risks involved in using the options
strategies described above, each Series has adopted the following investment
guidelines to govern its use of such strategies; these guidelines may be
modified by the Board of Trustees without shareholder approval:

(1) each Series will write only covered options, and each such option will
remain covered so long as each Series is obligated thereby; and

(2) each Series will not write options (whether on securities or
securities indexes) if aggregate exercise prices of previous written
outstanding options, together with the value of assets used to cover
all outstanding positions, would exceed 25% of the corresponding
Series' total net assets.

SPECIAL CHARACTERISTICS AND RISKS OF OPTIONS TRADING. Each Series may
effectively terminate its right or obligation under an option by entering into a
closing transaction. If a Series wishes to terminate its obligation to purchase
or sell securities under a put or a call option it has written, such Series may
purchase a put or a call option of the same series (that is, an option identical
in its terms to the option previously written). This is known as a closing
purchase transaction. Conversely, in order to terminate its right to purchase or
sell specified securities under a call or put option it has purchased, a Series
may sell an option of the same series as the option held. This is known as a
closing sale transaction. Closing transactions essentially permit a Series to
realize profits or limit losses on its options positions prior to the exercise
or expiration of the option. If a Series is unable to effect a closing purchase
transaction with respect to options it has acquired, that Series will have to
allow the options to expire without recovering all or a portion of the option
premiums paid. If a Series is unable to effect a closing purchase transaction
with respect to covered options it has written, the Series will not be able to
sell the underlying securities or dispose of assets used as cover until the
options expire or are exercised, and the Series may experience material losses
due to losses on the option transaction itself and in the covering securities.

In considering the use of options to enhance returns or for hedging purposes,
particular note should be taken of the following:

(1) The value of an option position will reflect, among other things, the
current market price of the underlying security or index, the time
remaining until expiration, the relationship of the exercise price to
the market price, the historical price volatility of the underlying
security or index, and general market conditions. For this reason, the
successful use of options depends upon the adviser's ability to
forecast the direction of price fluctuations in the underlying
securities markets or, in the case of index options, fluctuations in
the market sector represented by the selected index.

(2) Options normally have expiration dates of up to three years. An
American style put or call option may be exercised at any time during
the option period while a European style put or call
A-3
<PAGE>

option may be exercised only upon expiration or during a fixed period
prior to expiration. The exercise price of the options may be below,
equal to or above the current market value of the underlying security
or index. Purchased options that expire unexercised have no value.
Unless an option purchased by a Series is exercised or unless a
closing transaction is effected with respect to that position, the
corresponding Series will realize a loss in the amount of the premium
paid and any transaction costs.

(3) A position in an exchange-listed option may be closed out only on an
exchange that provides a secondary market for identical options.
Although a Series intends to purchase or write only those
exchange-traded options for which there appears to be a liquid
secondary market, there is no assurance that a liquid secondary market
will exist for any particular option at any particular time. A liquid
market may be absent if: (i) there is insufficient trading interest in
the option; (ii) the exchange has imposed restrictions on trading,
such as trading halts, trading suspensions or daily price limits;
(iii) normal exchange operations have been disrupted; or (iv) the
exchange has inadequate facilities to handle current trading volume.

(4) With certain exceptions, exchange listed options generally settle by
physical delivery of the underlying security. Index options are
settled exclusively in cash for the net amount, if any, by which the
option is "in-the-money" (where the value of the underlying instrument
exceeds, in the case of a call option, or is less than, in the case of
a put option, the exercise price of the option) at the time the option
is exercised. If a Series writes a call option on an index, that
Series will not know in advance the difference, if any, between the
closing value of the index on the exercise date and the exercise price
of the call option itself and thus will not know the amount of cash
payable upon settlement. If a Series holds an index option and
exercises it before the closing index value for that day is available,
that Series runs the risk that the level of the underlying index may
subsequently change.

(5) A Series' activities in the options markets may result in a higher
Series turnover rate and additional brokerage costs; however, a Series
also may save on commissions by using options as a hedge rather than
buying or selling individual securities in anticipation of, or as a
result of, market movements.

FUTURES AND RELATED OPTIONS STRATEGIES. Each Series may engage in futures
strategies for certain non-trading bona fide hedging, risk management and
portfolio management purposes.

A Series may sell securities index futures contracts in anticipation of a
general market or market sector decline that could adversely affect the market
value of the Series' securities holdings. To the extent that a portion of a
Series' holdings correlate with a given index, the sale of futures contracts on
that index could reduce the risks associated with a market decline and thus
provide an alternative to the liquidation of securities positions. For example,
if a Series correctly anticipates a general market decline and sells index
futures to hedge against this risk, the gain in the futures position should
offset some or all of the decline in the value of that Series' holdings. A
Series may purchase index futures contracts if a significant market or market
sector advance is anticipated. Such a purchase of a futures contract would serve
as a temporary substitute for the purchase of the underlying securities, which
may then be purchased, in an orderly fashion. This strategy may minimize the
effect of all or part of an increase in the market price of securities that a
Series intends to purchase. A rise in the price of the securities should be in
part or wholly offset by gains in the futures position.

As in the case of a purchase of an index futures contract, a Series may purchase
a call option on an index futures contract to hedge against a market advance in
securities that the corresponding Series plans to acquire at a future date. The
Series may write covered put options on index futures as a partial anticipatory
hedge, and may write covered call options on index futures as a partial hedge
against a decline in the prices of securities held by that Series. This is
analogous to writing covered call options on securities. The Series also may
purchase put options on index futures contracts. The purchase of put options on
index futures contracts is analogous to the purchase of protective put options
on individual securities where a level of protection is sought below which no
additional economic loss would be incurred by the Series.

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<PAGE>

FUTURES AND RELATED OPTIONS GUIDELINES. In view of the risks involved in using
the futures strategies that are described above, each Series has adopted the
following investment guidelines to govern its use of such strategies. The Board
of Trustees may modify these guidelines without shareholder vote.

(1) Each Series will engage only in covered futures transactions, and each
such transaction will remain covered so long as each Series is
obligated thereby.

(2) Each Series will not write options on futures contracts if aggregate
exercise prices of previously written outstanding options (whether on
securities or securities indexes), together with the value of assets
used to cover all outstanding futures positions, would exceed 25% of
its total net assets.

SPECIAL CHARACTERISTICS AND RISKS OF FUTURES AND RELATED OPTIONS TRADING. No
price is paid upon entering into a futures contract. Instead, upon entering into
a futures contract, each Series is required to deposit with its custodian, in a
segregated account in the name of the futures broker through whom the
transaction is effected, an amount of cash, U.S. Government securities or other
liquid instruments generally equal to 10% or less of the contract value. This
amount is known as "initial margin." When writing a call or a put option on a
futures contract, margin also must be deposited in accordance with applicable
exchange rules. Unlike margin in securities transactions, initial margin on
futures contracts does not involve borrowing to finance the futures
transactions. Rather, initial margin on a futures contract is in the nature of a
performance bond or good-faith deposit on the contract that is returned to the
Series upon termination of the transaction, assuming all obligations have been
satisfied. Under certain circumstances, such as periods of high volatility, a
Series may be required by a futures exchange to increase the level of its
initial margin payment. Additionally, initial margin requirements may be
increased generally in the future by regulatory action. Subsequent payments,
called "variation margin," to and from the broker, are made on a daily basis as
the value of the futures or options position varies, a process known as "marking
to market." For example, when a Series purchases a contract and the value of the
contract rises, the Series receives from the broker a variation margin payment
equal to that increase in value. Conversely, if the value of the futures
position declines, the Series is required to make a variation margin payment to
the broker equal to the decline in value. Variation margin does not involve
borrowing to finance the futures transaction, but rather represents a daily
settlement of the Series' obligations to or from a clearing organization.

Buyers and sellers of futures positions and options thereon can enter into
offsetting closing transactions, similar to closing transactions on options on
securities, by selling or purchasing an offsetting contract or option. Futures
contracts or options thereon may be closed only on an exchange or board of trade
providing a secondary market for such futures contracts or options.

Under certain circumstances, futures exchanges may establish daily limits on the
amount that the price of a futures contract or related option may vary either up
or down from the previous day's settlement price. Once the daily limit has been
reached in a particular contract, no trades may be made that day at a price
beyond that limit. The daily limit governs only price movements during a
particular trading day and therefore does not limit potential losses, because
prices could move to the daily limit for several consecutive trading days with
little or no trading and thereby prevent prompt liquidation of unfavorable
positions. In such event, it may not be possible for a Series to close a
position and, in the event of adverse price movements, the Series would have to
make daily cash payments of variation margin (except in the case of purchased
options). However, if futures contracts have been used to hedge portfolio
securities, such securities will not be sold until the contracts can be
terminated. In such circumstances, an increase in the price of the securities,
if any, may partially or completely offset losses on the futures contract.
However, there is no guarantee that the price of the securities will, in fact,
correlate with the price movements in the contracts and thus provide an offset
to losses on the contracts.

In considering a Series' use of futures contracts and related options,
particular note should be taken of the following:

(1) Successful use by a Series of futures contracts and related options
will depend upon the adviser's ability to predict movements in the
direction of the securities markets, which requires different skills
and techniques than predicting changes in the prices of individual
securities. Moreover, futures contracts relate not only to the current
price level of the underlying
A-5
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securities, but also to anticipated price levels at some point in the
future. There is, in addition, the risk that the movements in the
price of the futures contract will not correlate with the movements in
the prices of the securities being hedged. For example, if the price
of an index futures contract moves less than the price of the
securities that are the subject of the hedge, the hedge will not be
fully effective, but if the price of the securities being hedged has
moved in an unfavorable direction, a Series would be in a better
position than if it had not hedged at all. If the price of the
securities being hedged has moved in a favorable direction, the
advantage may be partially offset by losses in the futures position.
In addition, if a Series has insufficient cash, it may have to sell
assets to meet daily variation margin requirements. Any such sale of
assets may or may not be made at prices that reflect a rising market.
Consequently, a Series may need to sell assets at a time when such
sales are disadvantageous to that Series. If the price of the futures
contract moves more than the price of the underlying securities, a
Series will experience either a loss or a gain on the futures contract
that may or may not be completely offset by movements in the price of
the securities that are the subject of the hedge.

(2) In addition to the possibility that there may be an imperfect
correlation, or no correlation at all, between price movements in the
futures position and the securities being hedged, movements in the
prices of futures contracts may not correlate perfectly with movements
in the prices of the hedged securities due to price distortions in the
futures market. There may be several reasons unrelated to the value of
the underlying securities that cause this situation to occur. First,
as noted above, all participants in the futures market are subject to
initial and variation margin requirements. If, to avoid meeting
additional margin deposit requirements or for other reasons, investors
choose to close a significant number of futures contracts through
offsetting transactions, distortions in the normal price relationship
between the securities and the futures markets may occur. Second,
because the margin deposit requirements in the futures market are less
onerous than margin requirements in the securities market, there may
be increased participation by speculators in the futures market. Such
speculative activity in the futures market also may cause temporary
price distortions. As a result, a correct forecast of general market
trends may not result in successful hedging through the use of futures
contracts over the short term. In addition, activities of large
traders in both the futures and securities markets involving arbitrage
and other investment strategies may result in temporary price
distortions.

(3) Positions in futures contracts may be closed out only on an exchange
or board of trade that provides a secondary market for such futures
contracts. Although the Series intend to purchase and sell futures
only on exchanges or boards of trade where there appears to be an
active secondary market, there is no assurance that a liquid secondary
market on an exchange or board of trade will exist for any particular
contract at any particular time. In such event, it may not be possible
to close a futures position, and in the event of adverse price
movements, the Series would continue to be required to make variation
margin payments.

(4) Like options on securities, options on futures contracts have limited
life. The ability to establish and close out options on futures will
be subject to the development and maintenance of liquid secondary
markets on the relevant exchanges or boards of trade. There can be no
certainty that such markets for all options on futures contracts will
develop.

(5) Purchasers of options on futures contracts pay a premium in cash at
the time of purchase. This amount and the transaction costs are all
that is at risk. Sellers of options on futures contracts, however,
must post initial margin and are subject to additional margin calls
that could be substantial in the event of adverse price movements. In
addition, although the maximum amount at risk when a Series purchases
an option is the premium paid for the option and the transaction
costs, there may be circumstances when the purchase of an option on a
futures contract would result in a loss to a Series when the use of a
futures contract would not, such as when there is no movement in the
level of the underlying index value or the securities or currencies
being hedged.

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(6) As is the case with options, a Series' activities in the futures
markets may result in a higher portfolio turnover rate and additional
transaction costs in the form of added brokerage commissions. However,
a Series also may save on commissions by using futures contracts or
options thereon as a hedge rather than buying or selling individual
securities in anticipation of, or as a result of, market movements.

A-7
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APPENDIX B

DESCRIPTION OF RATINGS

Moody's and S&P are private services that provide ratings of the credit quality
of debt obligations. A description of the ratings assigned by Moody's and S&P to
the securities in which each Series may invest is discussed below. These ratings
represent the opinions of these rating services as to the quality of the
securities that they undertake to rate. It should be emphasized, however, that
ratings are general and are not absolute standards of quality. The adviser
attempts to discern variations in credit rankings of the rating services and to
anticipate changes in credit ranking. However, subsequent to purchase by a
Series, an issue of securities may cease to be rated or its rating may be
reduced below the minimum rating required for purchase by a Series. In that
event, the adviser will consider whether it is in the best interest of that
Series to continue to hold the securities.

MOODY'S RATINGS

CORPORATE AND MUNICIPAL BONDS.

Aaa: Bonds that are rated Aaa are judged to be of the best quality. They carry
the smallest degree of investment risk and are generally referred to as "gilt
edged." Interest payments are protected by a large or by an exceptionally stable
margin and principal is secure. While the various protective elements are likely
to change, such changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues.

Aa: Bonds that are rated Aa are judged to be of high quality by all standards.
Together with the Aaa group they comprise what are generally known as high grade
bonds. They are rated lower than the best bonds because margins of protection
may not be as large as in Aaa securities or fluctuation of protective elements
may be of greater amplitude or there may be other elements present that make the
long-term risk appear somewhat larger than the Aaa securities.

A: Bonds that are rated A possess many favorable investment attributes and are
to be considered as upper-medium-grade obligations. Factors giving security to
principal and interest are considered adequate, but elements may be present
which suggest a susceptibility to impairment some time in the future.

Baa: Bonds that are rated Baa are considered as medium-grade obligations (i.e.,
they are neither highly protected nor poorly secured). Interest payments and
principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.

CORPORATE AND MUNICIPAL COMMERCIAL PAPER. The highest rating for corporate and
municipal commercial paper is "P-1" (Prime-1). Issuers rated P-1 (or supporting
institutions) have a superior ability for repayment of senior short-term debt
obligations. P-1 repayment ability will often be evidenced by many of the
following characteristics:

o Leading market positions in well-established industries.

o High rates of return on funds employed.

o Conservative capitalization structure with moderate reliance on debt and
ample asset protection.

o Broad margins in earnings coverage of fixed financial charges and high
internal cash generation.

o Well-established access to a range of financial markets and assured sources
of alternate liquidity.

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<PAGE>
MUNICIPAL NOTES. The highest ratings for state and municipal short-term
obligations are "MIG 1," "MIG 2" and "MIG 3" (or "VMIG 1," "VMIG 2" and "VMIG 3"
in the case of an issue having a variable-rate demand feature). Notes rated "MIG
1" or "VMIG 1" are judged to be of the best quality. There is present strong
protection by established cash flows, superior liquidity support or demonstrated
broad based access to the market for refinancing. Notes rated "MIG 2" or "VMIG
2" are of high quality, with margins of protection that are ample although not
so large as in the preceding group. Notes rated "MIG 3" or "VMIG 3" are of
favorable quality, with all security elements accounted for but lacking the
undeniable strength of the preceding grades. Liquidity and cash flow protection
may be narrow, and market access for refinancing is likely to be less well
established.

S&P RATINGS

CORPORATE AND MUNICIPAL BONDS.

AAA: Bonds rated AAA are highest grade debt obligations. This rating
indicates an extremely strong capacity to pay interest and repay principal.

AA: Bonds rated AA have a very strong capacity to pay interest and repay
principal and differ from AAA issues only in small degree.

A: Bonds rated A have a strong capacity to pay interest and repay
principal, although they are somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions than bonds in higher rated
categories.

BBB: Bonds rated BBB are regarded as having an adequate capacity to pay
interest and repay principal. Whereas they normally exhibit adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
debt in this category than in higher rated categories.

CORPORATE AND MUNICIPAL COMMERCIAL PAPER. The "A-1" rating for corporate and
municipal commercial paper indicates that the degree of safety regarding timely
payment is strong. Those issues determined to possess extremely strong safety
characteristics will be rated "A-1+."

MUNICIPAL NOTES. The "SP-1" rating reflects a very strong or strong capacity to
pay principal and interest. Those issues determined to possess overwhelming
safety characteristics will be rated "SP-1+." The "SP-2" rating reflects a
satisfactory capacity to pay principal and interest.

FITCH RATINGS

DESCRIPTION OF FITCH'S HIGHEST STATE AND MUNICIPAL NOTES RATING.

AAA - Bonds considered to be investment grade and of the highest credit quality.
The obligor has an exceptionally strong ability to pay interest and repay
principal, which is unlikely to be affected by reasonably foreseeable events.
AA - Bonds considered to be investment grade and of very high credit quality.
The obligor's ability to pay interest and repay principal is very strong,
although not quite as strong as bonds rated AAA.
F-1+ - Issues assigned this rating are regarded as having the strongest degree
of assurance for timely payment.
F-1 - Issues assigned this rating reflect an assurance of timely payment only
slightly less in degree than issues rated F-1+.

B-2

<PAGE>
Item 23. Exhibits.

Exhibit No. Description of Exhibit
----------- ----------------------
(a) (i) Agreement and Declaration of Trust.(1)
(ii) Certificate of Trust.(1)
(iii) Certificate of Amendment to Certificate of Trust dated
October 7, 1994.(2)
(iv) Certificate of Trust dated October 20, 1998.(4)

(b) By-Laws.(1)

(d) (i) Form of Advisory Agreement between WT Investment Trust
I, on behalf of the Large Cap Core Series, Small Cap
Core Series, Short/Intermediate Series, Intermediate
Bond Series, Municipal Bond Series and International
Multi-Manager Series, and Wilmington Trust Company.(4)
(ii) Form of Advisory Agreement between WT Investment Trust
I, on behalf of the Prime Money Market Series, Premier
Money Market Series, U.S. Government Series and the Tax
Exempt Series, and Rodney Square Management
Corporation.(4)
(iii) Form of Advisory Agreement between WT Investment Trust
I, on behalf of the Large Cap Value Series, Small Cap
Value Series and Mid Cap Series and Cramer Rosenthal
McGlynn LLC.(4)
(iv) Form of Advisory Agreement between WT Investment Trust
I, on behalf of the Large Cap Growth Series and Roxbury
Capital Management LLC.(4)
(v) Form of Sub-Advisory Agreement among WT Investment Trust
I, on behalf of the International Multi-Manager Series,
Wilmington Trust Company and Clemente Capital, Inc.(4)
(vi) Form of Sub-Advisory Agreement among WT Investment Trust
I, on behalf of the International Multi-Manager Series,
Wilmington Trust Company and Scudder, Kemper
Investments, Inc.(4)
(vii) Form of Sub-Advisory Agreement among WT Investment Trust
I, on behalf of the International Multi-Manager Series,
Wilmington Trust Company and (d) Invista Capital
Management.(4)

(viii) Form of Advisory Agreement between WT Investment Trust
I, on behalf of the Mid Cap Series, the Socially
Responsible Series and the Science and Technology
Series, and Roxbury Capital Management LLC to be filed
by amendment.

(e) Distribution Agreement with Provident Distributors, Inc.
dated November 1, 1999 filed herewith.

(f) None.

(g) (i) Custody Agreement with Wilmington Trust Company.(1) (ii)
Form of Sub-Custody Agreement between WT Investment
Trust I on behalf of the International Multi-Manager
Series and Bankers Trust Company.(4)

(h) (i) Form of Transfer Agency Agreement with PFPC Inc. filed
herewith.
(ii) Form of Administration and Accounting Services Agreement
with PFPC Inc. filed herewith.

(i) Opinion of Pepper Hamilton LLP to be filed by amendment.

(j) Not applicable.

(k) Not applicable.

(l) Not applicable.

<PAGE>

(m) (i) Form of Plan of Distribution Pursuant to Rule 12b-1 for
the Roxbury Portfolios to be filed by amendment.
(ii) Form of Plan of Distribution Pursuant to Rule 12b-1 for
the Wilmington Portfolios.(5)

(n) Not applicable.

(o) (i) Form of Plan Pursuant to Rule 18f-3.(5)

(p) Code of Ethics to be filed by amendment.

(1) Previously filed with the Securities and Exchange Commission on Form N-1A
on July 25, 1994 and incorporated herein by reference.

(2) Previously filed with the Securities and Exchange Commission with
Pre-Effective Amendment No. 1 on Form N-1A of November 29, 1994 and is
incorporated herein by reference.

(3) Previously filed with the Securities and Exchange Commission with
Post-Effective Amendment No. 6 on Form N1-A on September 30, 1998 and
incorporated herein by reference.

(4) Previously filed with the Securities and Exchange Commission with
Post-Effective Amendment No. 8 on Form N1-A on August 12, 1999 and
incorporated herein by reference.

(5) Previously filed with the Securities and Exchange Commission with
Post-Effective Amendment No. 10 on Form N1-A on November 1, 1999 and
incorporated herein by reference.

Item 24. Persons controlled by or under common control with the Fund.

None.

Item 25. Indemnification.

Reference is made to Article VII of the Registrant's Agreement and Declaration
of Trust (Exhibit 23(a)(1)) and to Article X of the Registrant's By-Laws
(Exhibit 23(b)), which are incorporated herein by reference. Pursuant to Rule
484 under the Securities Act of 1933, as amended, the Registrant furnishes the
following undertaking:

"Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to trustees, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a trustee, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
trustee, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue."

<PAGE>

Item 26. Business and Other Connections of Investment Advisers.

(i) Wilmington Trust Company ("WTC"), a Delaware corporation, serves as
investment adviser to the Large Cap Core, Small Cap Core,
Short/Intermediate, Intermediate Bond, Municipal Bond, and International
Multi Manager Series of the Fund. It currently manages large institutional
accounts and collective investment funds.

The directors and principal executive officers of WTC have held the following
positions of a substantial nature in the past two years:

Business or Other Connections of Principal Executive
Name Officers and Directors of WTC
--------------------------------------------------------------------------------

Carolyn S. Burger Principal, CB Associates, Inc.; Director, PJM
Interconnection, L.L.C. & Rodel, Inc.

Ted T. Cecala Chairman and Chief Executive Officer, Wilmington
Trust Corporation and Wilmington Trust Company

Richard R. Collins Retired President and Chief Operating Officer,
American Life Insurance Company

Charles S. Crompton, Esq. Attorney, Partner, Potter Anderson & Corroon (law
firm)

H. Stewart Dunn, Jr., Esq. Attorney, Partner, Ivins, Phillips & Barker (law
firm)

Edward B. du Pont Private investor; Director, E. I. du Pont de Nemours
and Company, Incorporated; Retired Chairman,
Atlantic Aviation Corporation

R. Keith Elliott Director, Chairman, President and Chief Executive
Officer, Hercules Incorporated; Director, PECO
Energy and Computer Task Group

Robert V. A. Harra, Jr. President, Chief Operating Officer and Treasurer,
Wilmington Trust Corporation and Wilmington Trust
Company

Andrew B. Kirkpatrick Of Counsel to, Morris, Nichols, Arsht & Tunnell (law
firm)

RexL.Mears President of Ray L. Mears & Sons, Inc. (farming
corporation)

Walter D. Mertz Retired Senior Vice President, Wilmington Trust
Corporation and Wilmington Trust Company; Associate
Director

Hugh E. Miller Retired Executive, Formerly Vice Chairman, ICI
Americas, Inc.; was with parent Imperial Chemicals
Industries PLC for 20 years until 1990 including
management positions in the United States and
Europe; Chairman and Director, MGI PHARMA, Inc.

Stacey J. Mobley Senior Vice President of Communications, E. I. Du
Pont de Nemours and Company, Incorporated

G. Burton Pearson Retired Senior Vice President of Wilmington Trust
Corporation and Wilmington Trust Company; Associate
Director

Leonard W. Quill Formerly Chairman and Chief Executive Officer,
Wilmington Trust Corporation and Wilmington Trust
Company

<PAGE>

David P. Roselle President, University of Delaware

H. Rodney Sharp, III Retired Manager, E. I. Du Pont de Nemours and
Company; Director, E. I. Du Pont de Nemours and
Company

Thomas P. Sweeney, Esq. Attorney, Partner, Richards, Layton & Finger (law
firm)

Mary Jornlin Theisen Former New Castle County Executive

Robert W. Tunnell, Jr. Managing Partner of Tunnell Companies, L.P., owner
and developer of real estate

(ii) Rodney Square Management Corporation ("RSMC"), a Delaware corporation,
serves as investment adviser to the Prime Money Market, U.S. Government,
Tax Exempt and Premier Money Market Series of the Fund. RSMC is a wholly
owned subsidiary of Wilmington Trust Company, also a Delaware corporation,
which in turn is wholly owned by Wilmington Trust Corporation. Information
as to the officers and directors of RSMC is included in its Form ADV filed
on March 11, 1987 with the Securities and Exchange Commission File No.
801-22071 and is incorporated by reference herein.

(iii) Cramer Rosenthal McGlynn LLC ("CRM") serves as investment adviser to the
Large Cap Value, Small Cap Value and Mid Cap Value Series of the Fund.
Information as to the officers and directors of CRM is included in its
Form ADV filed with the Securities and Exchange Commission and most
recently supplemented on March 26, 1999. The Form ADV, File No. 801-55244
is incorporated by reference herein.

(iv) Roxbury Capital Management LLC ("Roxbury") serves as investment advisor to
the Large Cap Growth Series, Mid Cap Series, Socially Responsible Series
and Science and Technology Series of the Fund. Information as to the
officers and directors of Roxbury is included in its Form ADV filed with
the Securities and Exchange Commission and most recently supplemented on
April 12, 1999. The Form ADV, File No. 801-55521 is incorporated by
reference.

<PAGE>

Item 27 Principal Underwriter. Investment companies for which Provident
Distributors, Inc. also serves as principal underwriter:

(a) International Dollar Reserve Fund I, Ltd.
Provident Institutional Funds Trust
Columbia Common Stock Fund, Inc.
Columbia Growth Fund, Inc.
Columbia International Stock Fund, Inc.
Columbia Special Fund, Inc.
Columbia Small Cap Fund, Inc.
Columbia Real Estate Equity Fund, Inc.
Columbia Balanced Fund, Inc.
Columbia Daily Income Company
Columbia U.S. Government Securities Fund, Inc.
Columbia Fixed Income Securities Fund, Inc.
Columbia Municipal Bond Fund, Inc.
Columbia High Yield Fund, Inc.
Columbia National Municipal Bond Fund, Inc.
GAMNA Series Funds, Inc.
WT Investment Trust
Kalmar Pooled Investment Trust
The RBB Fund, Inc.
Robertson Stephens Investment Trust
HT Insight Funds, Inc.
Harris Insight Funds Trust
Hilliard-Lyons Research Trust
Warburg Pincus Trust
ABN AMRO Funds
Alleghany Funds
BT Insurance Funds Trust
First Choice Funds Trust
Forward Funds, Inc.
IAA Trust Asset Allocation Fund, Inc.
IAA Trust Growth Fund, Inc.
IAA Trust Tax Exempt Bond Fund, Inc.
IAA Trust Taxable Fixed Income Series Fund, Inc.
IBJ Funds Trust
Light Index Funds, Inc.
LKCM Funds
Matthews International Funds
McM Funds
Metropolitan West Funds
New Covenant Funds, Inc.
Pictet Funds
Smith Breeden Series Funds
Smith Breeden Trust
Stratton Growth Fund, Inc.
Stratton Monthly Dividend REIT Shares, Inc.
The Stratton Funds, Inc.
The Galaxy Fund
The Galaxy VIP Fund
Galaxy Fund II
The Govett Funds, Inc.
Trainer, Wortham First Mutual Funds
Undiscovered Managers Funds
Wilshire Target Funds, Inc.
Weiss, Peck & Greer Funds Trust
Weiss, Peck & Greer International Fund
WPG Growth and Income Fund
WPG Growth Fund
WPG Tudor Fund
RWB/WPG U.S. Large Stock Fund
Tomorrow Funds Retirement Trust

<PAGE>

The BlackRock Funds, Inc. (Distributed by BlackRock Distributors,
Inc. a wholly owned subsidiary of Provident Distributors, Inc.)

Northern Funds Trust and Northern Institutional Funds Trust
(Distributed by Northern Funds Distributors, LLC. a wholly owned
subsidiary of Provident Distributors, Inc.)

The Offit Investment Fund, Inc. (Distributed by Offit Funds
Distributor, Inc. a wholly owned subsidiary of Provident
Distributors, Inc.)

The Offit Variable Insurance Fund, Inc. (Distributed by Offit Funds
Distributor, Inc. a wholly owned subsidiary of Provident
Distributors, Inc.)

(b) Reference is made to the caption "Distribution Arrangements" in the
Prospectuses constituting Part A of this Registration Statement. The
information required by this Item 27 with respect to each director
of the underwriter is incorporated by reference to the Form BD filed
by the Underwriter with the Securities and Exchange Commission
pursuant to the Securities Exchange Act of 1934, as amended under
the File Number indicated:

Provident Distributors, Inc. SEC File No. 8-46564

Item 28. Locations of Accounts and Records

All accounts and records are maintained by the Registrant, or on its behalf by
the Fund's administrator, transfer agent, dividend paying agent and accounting
services agent, PFPC, Inc., 400 Bellevue Parkway, Wilmington, DE 19809.

Item 29. Management Services.

There are no management-related service contracts not discussed in Part A or
Part B.

Item 30. Undertakings.

None.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant has duly caused this Post-Effective
Amendment No. 11 to the Registration Statement to be signed on its behalf by the
undersigned, duly authorized, in the city of Wilmington, state of Delaware on
the 11th day of August, 2000.

WT MUTUAL FUND

BY:/s/ Robert J. Christian, President
--------------------------------
Robert J. Christian, President

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment to the Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.

Signature Title Date
--------- ----- ----

/s/ Robert J. Christian Trustee, President August 11, 2000
---------------------------
Robert J. Christian

/s/ John J. Quindlen * Trustee August 11, 2000
---------------------------
John J. Quindlen

/s/ Robert H. Arnold * Trustee August 11, 2000
---------------------------
Robert H. Arnold

/s/ Nicholas A. Giordano * Trustee August 11, 2000
---------------------------
Nicholas A. Giordano

/s/ Pat Colletti Treasurer August 11, 2000
---------------------------
Pat Colletti

/s/ Eric Brucker * Trustee August 11, 2000
---------------------------
Eric Brucker

/s/ Louis Klein, Jr. * Trustee August 11, 2000
---------------------------
Louis Klien, Jr.

/s/ Clement C. Moore, II * Trustee August 11, 2000
---------------------------
Clement C. Moore, II

/s/ William P. Richards * Trustee August 11, 2000
---------------------------
William P. Richards

By: /s/ Robert J. Christian
---------------------------
Robert J. Christian
Attorney-in-Fact

<PAGE>

EXHIBIT NO. EXHIBIT INDEX
----------- --------------

23 (e) Distribution Agreement with Provident Distributors, Inc. dated
November 1, 1999 filed herewith.

23 (h) (i) Form of Transfer Agency Agreement with PFPC Inc. filed herewith.

(ii) Form of Administration and Accounting Services Agreement with PFPC
Inc. filed herewith.