N-14

Securities Act File No. [        ]

As filed with the Securities and Exchange Commission on December 2, 2013

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-14

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 x

Pre-Effective Amendment No. [    ]                                x

Post-Effective Amendment No.                                     ¨

TRANSAMERICA FUNDS

(Exact Name of Registrant as Specified in Charter)

570 Carillon Parkway, St. Petersburg, Florida 33716

(Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number, including Area Code:   (727) 299-1800

Dennis P. Gallagher, Esq., 570 Carillon Parkway, St. Petersburg, Florida 33716

(Name and Address of Agent for Service)

Approximate Date of Proposed Public Offering: As soon as practicable after this Registration Statement becomes effective.

It is proposed that this filing will become effective on January 15, 2014 pursuant to Rule 488 under the Securities Act of 1933.

No filing fee is required because an indefinite number of shares has previously been registered pursuant to Rule 24f-2 under the Investment Company Act of 1940, as amended

The Torray Resolute Fund

A Message from the Fund’s President

7501 Wisconsin Avenue, Suite 750W

Bethesda, Maryland 20814

[January 15], 2014

Dear Shareholder:

I am writing to ask for your vote on an important matter that affects your investment in The Torray Resolute Fund, a series of The Torray Fund (the “Trust”). While you are, of course, welcome to join us at The Torray Resolute Fund shareholders’ meeting scheduled for February 20, 2014, you may also cast your vote by filling out, signing and returning the enclosed proxy card.

You are being asked to vote on the following matter(s):

1. Approval of an agreement and plan of reorganization of The Torray Resolute Fund providing for the transfer of all of the assets of The Torray Resolute Fund to Transamerica Concentrated Growth, a newly created series of Transamerica Funds (the “New Fund”) that is expected to be effective on March 1, 2014, in exchange for shares of beneficial interest of the New Fund and the assumption by the New Fund of The Torray Resolute Fund’s liabilities, in complete liquidation of The Torray Resolute Fund. If the reorganization is approved by shareholders, The Torray Resolute Fund shares will be exchanged for Class I shares of the New Fund with an equal aggregate net asset value, and you will not be subject to U.S. federal income tax on that exchange.

2. Transaction of such other business as may properly come before the meeting or any adjournments thereof.

The New Fund was created to acquire the assets of The Torray Resolute Fund, and will carry on the business of The Torray Resolute Fund and inherit its performance and financial history. The Board expects that the proposed reorganization, if approved by shareholders, will take effect during the first calendar quarter of 2014.

The Torray Resolute Fund is a diversified series of The Torray Fund, an open-end management company registered with the Securities and Exchange Commission.

The Trust’s Board of Trustees has unanimously approved the proposed reorganization. In determining to recommend approval of the reorganization, the Board of Trustees of The Torray Resolute Fund concluded that:

• Torray LLC, the investment adviser of The Torray Resolute Fund, will serve as the sub-adviser to the New Fund;

• The same portfolio manager, using substantially the same principal investment strategies and portfolio management techniques used with respect to The Torray Resolute Fund, will be responsible for the day-to-day investment management of the New Fund;

• The New Fund will have the same investment objective and substantially similar principal investment strategies as The Torray Resolute Fund, and the fundamental investment restrictions of the New Fund and The Torray Resolute Fund will be substantially similar;

• The New Fund’s investment advisory fee will be lower than The Torray Resolute Fund’s investment advisory fee;

• Transamerica Asset Management, Inc. (“TAM”), the New Fund’s investment adviser, has contractually agreed to cap total expenses of the Class I shares of the New Fund at 0.95% through March 1, 2015;

• The Torray Resolute Fund could benefit from the potential long-term economies of scale and increased distribution capabilities that may result from the consummation of the reorganization and the fund’s inclusion in the larger Transamerica family of funds;

• The exchange of The Torray Resolute Fund shares for shares of the New Fund in the reorganization will not result in income, gain or loss being recognized for federal income tax purposes by an exchanging shareholder; and

• Neither The Torray Resolute Fund nor its shareholders will bear any of the costs or expenses of the proposed reorganization.

THE BOARD OF TRUSTEES HAS CONCLUDED THAT: (1) THE REORGANIZATION IS IN THE BEST INTERESTS OF THE TORRAY RESOLUTE FUND AND ITS SHAREHOLDERS; AND (2) THE INTERESTS OF THE EXISTING SHAREHOLDERS OF THE TORRAY RESOLUTE FUND WILL NOT BE DILUTED AS A RESULT OF THE REORGANIZATION. THE BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE FOR THIS PROPOSAL.

Included in this booklet is information about the upcoming shareholders’ meeting, including:

• A Notice of a Special Meeting of Shareholders, which summarizes the proposal for which you are being asked to provide voting instructions; and

• A Prospectus/Proxy Statement, which provides detailed information on the New Fund, the specific proposal being considered at the shareholder meeting, and why the proposal is being made.

• A Proxy, a business reply envelope permitting you to vote by mail, and simple instructions on how to vote by phone or via the Internet.

Whether or not you plan to attend the shareholders’ meeting, your vote is needed. Please review the enclosed materials thoroughly and, once you have determined how you would like your interests to be represented, please promptly complete, sign, date and return the enclosed proxy card or authorize your proxy by telephone or internet as instructed. You may receive more than one proxy card. If so, please vote each one.

Your prompt return of the enclosed proxy card will save the necessity and expense of further solicitations.

Your vote is important to us. If you have questions about any proposal, please contact Torray LLC at (301) 493-4600.

Sincerely,

/s/ Robert E. Torray

Robert E. Torray

President, The Torray Fund

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NOTICE OF A SPECIAL MEETING OF SHAREHOLDERS

OF THE TORRAY RESOLUTE FUND,

A SERIES OF THE TORRAY FUND

This is the formal notice of The Torray Resolute Fund’s special meeting of shareholders. It outlines the matters to be voted on and the time and place of the Special Meeting, in the event you so choose to attend in person.

To the Shareholders:

Notice is hereby given that a Special Meeting of Shareholders (the “Special Meeting”) of The Torray Resolute Fund, a series of The Torray Fund (the “Trust”), will be held at the offices of Torray LLC on February 20, 2014 at 11:00 a.m. Eastern Time, to consider the following:

Proposal 1: Approval of an agreement and plan of reorganization of The Torray Resolute Fund providing for the transfer of all of the assets of The Torray Resolute Fund to Transamerica Concentrated Growth, a newly created series of Transamerica Funds (the “New Fund”), in exchange for shares of beneficial interest of the New Fund and the assumption by the New Fund of The Torray Resolute Fund’s liabilities, in complete liquidation of The Torray Resolute Fund. If the reorganization is approved by shareholders, The Torray Resolute Fund shares will be exchanged for Class I shares of the New Fund with an equal aggregate net asset value, and you will not be subject to U.S. federal income tax on that exchange.

Proposal 2: To transact such other business as may properly come before the meeting or any adjournments thereof.

The persons named as proxies will vote in their discretion on any other business that may properly come before the Special Meeting or any adjournments or postponements thereof.

The close of business on November 25, 2013 has been set as the record date for determining the shareholders of The Torray Resolute Fund entitled to notice of and to vote at the Special Meeting or any adjournments or postponements thereof.

THE BOARD OF TRUSTEES OF THE TRUST, INCLUDING THE INDEPENDENT TRUSTEES, RECOMMENDS THAT SHAREHOLDERS VOTE FOR THIS PROPOSAL.

In the event that the necessary quorum to transact business or the vote required to approve the reorganization is not obtained at the Special Meeting, the persons named as proxies may propose one or more adjournments of the Special Meeting in accordance with applicable law to permit such further solicitation of proxies as may be deemed necessary or advisable.

By order of the Board of Trustees

/s/ Robert E. Torray

Robert E. Torray

President, The Torray Fund

[January 15], 2014

WE URGE YOU TO MARK, SIGN, DATE AND MAIL THE ENCLOSED PROXY CARD IN THE POSTAGE-PAID

ENVELOPE PROVIDED OR AUTHORIZE YOUR PROXY BY TELEPHONE OR ON THE INTERNET, AS

INSTRUCTED, SO THAT YOU WILL BE REPRESENTED AT THE SPECIAL MEETING.

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QUESTIONS & ANSWERS

Here are some answers to questions you may have about the proposed Reorganization. These responses are qualified in their entirety by the remainder of this Prospectus/Proxy Statement, which you should read carefully because it contains additional information and further details regarding the proposed Reorganization.

Q.         What is being proposed?

A.         The Board of Trustees of the Trust, of which The Torray Resolute Fund is a series, is recommending that shareholders approve the transaction contemplated by an Agreement and Plan of Reorganization (as described below and a form of which is attached as Appendix 1), which we refer to as the “Reorganization” of The Torray Resolute Fund with and into the New Fund. If approved by shareholders, The Torray Resolute Fund will transfer all of its assets to the New Fund in exchange for Class I shares of the New Fund (“Reorganization Shares”) with a value equal to the value of The Torray Resolute Fund’s assets net of liabilities, and for the assumption by the New Fund of all liabilities of The Torray Resolute Fund. As soon as possible after the transfer, The Torray Resolute Fund will distribute the Reorganization Shares to its shareholders, on a pro rata basis. As a condition of the Reorganization, The Torray Resolute Fund will receive an opinion of counsel that the Reorganization will qualify as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Internal Revenue Code of 1986, as amended; and, generally, that no gain or loss will be recognized to The Torray Resolute Fund, its shareholders, or the New Fund with respect to the Reorganization.

Q.         What will happen to my shares of The Torray Resolute Fund as a result of the Reorganization?

A.         Your shares of The Torray Resolute Fund will, in effect, be exchanged for Class I shares of the New Fund equal in value as of the Valuation Time (as defined in the Agreement and Plan of Reorganization) to the total value of The Torray Resolute Fund shares you held immediately prior to the Reorganization. You will not be subject to U.S. federal income tax on the exchange.

Q.         Why has the Board of Trustees of the Trust recommended that I approve the Reorganization?

A.         In determining to recommend that shareholders approve the Reorganization, the Board considered, among others, the following factors:

• Torray LLC, the investment adviser of The Torray Resolute Fund, will serve as the sub-adviser to the New Fund;

• The same portfolio manager, using substantially the same principal investment strategies and portfolio management techniques used with respect to The Torray Resolute Fund, will be responsible for the day-to-day investment management of the New Fund;

• The New Fund will have the same investment objective and substantially similar principal investment strategies as The Torray Resolute Fund, and the fundamental investment restrictions of the New Fund and The Torray Resolute Fund will be substantially similar;

• The New Fund’s investment advisory fee will be lower than The Torray Resolute Fund’s investment advisory fee;

• Transamerica Asset Management, Inc. (“TAM”), the New Fund’s investment adviser, has contractually agreed to cap total expenses of the Class I shares of the New Fund at 0.95% through March 1, 2015;

• The Torray Resolute Fund could benefit from potential long-term economies of scale and increased distribution capabilities that may result from the consummation of the reorganization and the fund’s inclusion in the larger Transamerica family of funds;

• The exchange of The Torray Resolute Fund shares for shares of the New Fund in the reorganization will not result in income, gain or loss being recognized for federal income tax purposes by an exchanging shareholder;

• The reputation, financial strength, resources and capabilities of TAM may benefit the New Fund;

• The benefit of increased distribution capabilities available to the New Fund may result in asset growth over time and additional cost savings and scale advantages;

• The services available to shareholders of the New Fund will be substantially similar to the services available to shareholders of The Torray Resolute Fund;

• The current size ($12.5 million as of September 30, 2013) and limited prospects for future asset growth may impact the viability of The Torray Resolute Fund;

• The Torray Resolute Fund has not been able to date to attract sufficient assets so as to achieve desired economies of scale; and

• Neither The Torray Resolute Fund nor its shareholders will bear any of the costs or expenses of the proposed reorganization.

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Q.         How do the investment objectives, strategies and restrictions of the Funds compare?

A.         The Funds have the same investment objective and substantially similar investment strategies and restrictions. Each Fund seeks long-term growth of capital. Each Fund’s strategy is to invest in a concentrated portfolio of predominantly large capitalization companies (those with capitalizations of $5 billion or more) with proven records of increasing earnings on a consistent and sustainable basis.

Q.         How do the expense ratios and management fee rates of the Funds compare, and what are they estimated to be following the Reorganization?

A.         Based on the operating expenses of The Torray Resolute Fund as of June 30, 2013, and the pro forma expense ratios of the New Fund assuming consummation of the Reorganization as of March 1, 2014, shareholders of The Torray Resolute Fund are expected to experience lower total annual fund operating expenses in the New Fund than they had in The Torray Resolute Fund prior to the Reorganization, before and after taking into account any contractual fee waivers or expense reimbursement arrangements.

Q.         What are the federal income tax consequences of the proposed Reorganization?

A.         For federal income tax purposes, no gain or loss is expected to be recognized by shareholders or, generally, The Torray Resolute Fund as a result of the Reorganization. For more information, please see “Information about the Proposed Reorganization —Certain Federal Income Tax Consequences,” below.

Q.         Will my dividends be affected by the Reorganization?

A.         The Reorganization will result in a change in dividend policy. The Torray Resolute Fund declares and pays dividends quarterly and net capital gains at least annually. The New Fund will generally pay any dividends and other distributions annually.

Q.         How will I be notified of the outcome of the Reorganization?

A.         If shareholders approve the proposed Reorganization, you will receive a confirmation statement reflecting your account number (which will be the same as your current account number) and the number of Class I shares of the New Fund you are receiving. If shareholders do not approve the proposed Reorganization, The Torray Resolute Fund’s annual report for the period ending December 31, 2013 will indicate this result.

Q.         How will the Reorganization affect my account?

A.         As a result of the Reorganization, the assets and liabilities of The Torray Resolute Fund will be transferred to the New Fund, an account will be set up in your name with the transfer agent for the New Fund and you will receive Class I shares of the New Fund and The Torray Resolute Fund will dissolve. The value of the Class I shares of the New Fund you receive in the Reorganization will equal the value of the shares of The Torray Resolute Fund you own immediately prior to the Reorganization.

Q.         Who will bear the expenses of the proposed Reorganization?

A.         The Funds will not pay any of the costs related to the Reorganization. TAM and Torray have agreed to share all costs associated with each Fund’s participation in the Reorganization.

Q.         What percentage of shareholders’ votes is required to approve the Reorganization?

A.         Each whole share of The Torray Resolute Fund is entitled to one vote and each fractional share is entitled to a proportionate fractional vote. Approval of the proposal requires the affirmative vote of a majority of the outstanding shares of The Torray Resolute Fund entitled to vote on the proposal. For this purpose, the term “vote of a majority of the outstanding shares entitled to vote” shall mean the vote of the lesser of:

(1) 67% or more of the voting securities present at such meeting, if more than 50% of the outstanding voting securities of The Torray Resolute Fund are present or represented by proxy; or

(2) more than 50% of the outstanding voting securities of The Torray Resolute Fund.

In the event that a quorum (defined by the Trust’s Declaration of Trust as 40% of the Shares entitled to vote) is not present at the Special Meeting, one or more adjournment(s) may be proposed to permit further solicitation of proxies. In determining whether to adjourn the Special Meeting with respect to a proposal, the following factors may be considered: the percentage of votes actually cast,

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the percentage of negative votes cast, the nature of any further solicitation and the information to be provided to owners with respect to the reasons for the solicitation. Generally, votes cast in favor of a proposal will be voted in favor of adjournment while votes cast against a proposal will be voted against adjournment.

Any adjourned session or sessions may be held after the date set for the original Special Meeting without notice except announcement at the Special Meeting. Any such adjournment(s) will require the affirmative vote of a plurality of those shares affected by the adjournment(s) that are represented at the Special Meeting in person or by proxy and entitled to vote.

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TABLE OF CONTENTS

PROPOSAL 1: APPROVAL OF THE AGREEMENT AND PLAN OF REORGANIZATION	10
SYNOPSIS	10
PROPOSED REORGANIZATION	10
Comparison of Fees and Expenses	10
Comparison of Investment Objectives and Principal Investment Strategies	12
Performance Information	14
Purchase, Redemption, Exchange and Conversion Policies	15
Distribution and Taxes	28
Other Distributions or Services Arrangements; Disclosure of Portfolio Holdings	31
COMPARISON OF PRINCIPAL INVESTMENT RISKS	35
INFORMATION ABOUT THE PROPOSED REORGANIZATION	36
Agreement and Plan of Reorganization	36
Description of the Reorganization of Shares	37
Board’s Considerations Relating to the Proposed Reorganization	37
Certain Federal Income Tax Consequences	38
Capital Loss Carryforwards	39
INFORMATION ABOUT MANAGEMENT OF THE FUNDS	39
Investment Advisers, Sub-adviser and Portfolio Manager	39
ADDITIONAL INFORMATION ABOUT THE TORRAY FUND AND TRANSAMERICA FUNDS	41
INFORMATION ABOUT VOTING AND THE SPECIAL MEETING	43
APPENDIX 1: FORM OF AGREEMENT AND PLAN OF REORGANIZATION	46

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PROSPECTUS/PROXY STATEMENT

[January 15], 2014

Acquisition of the assets of:	By and in exchange for Class I shares of:
The Torray Resolute Fund	Transamerica Concentrated Growth
a series of	a series of
The Torray Fund	Transamerica Funds
7501 Wisconsin Avenue, Suite 750W Bethesda, Maryland 20814 Phone: 301-493-4600	570 Carillon Parkway St. Petersburg, Florida 33716 Phone: 727-299-1800

Special Meeting of the Shareholders of The Torray Resolute Fund to be held February 20, 2014

This combined Prospectus/Proxy Statement is being furnished in connection with a solicitation of proxies by the Board of Trustees of The Torray Fund (the “Trust”), on behalf of The Torray Resolute Fund, to be used at the Special Meeting of Shareholders of The Torray Resolute Fund to be held on February 20, 2014 at 11:00 a.m. Eastern Time for the purposes set forth in the accompanying Notice of a Special Meeting of Shareholders. Shareholders of record at the close of business on November 25, 2013 are entitled to receive notice of and to vote at the Special Meeting.

At the Special Meeting, shareholders will be asked to consider and act upon the following proposals:

Proposal 1: Approval of an agreement and plan of reorganization of The Torray Resolute Fund providing for the transfer of all of the assets of The Torray Resolute Fund to Transamerica Concentrated Growth, a newly created series of Transamerica Funds (the “New Fund”), in exchange for shares of beneficial interest of the New Fund and the assumption by the New Fund of The Torray Resolute Fund’s liabilities, in complete liquidation of The Torray Resolute Fund. If the reorganization is approved by shareholders, The Torray Resolute Fund shares will be exchanged for Class I shares of the New Fund with an equal aggregate net asset value, and you will not be subject to U.S. federal income tax on that exchange.

Proposal 2: To transact such other business as may properly come before the meeting or any adjournments thereof.

It is proposed that The Torray Resolute Fund transfer all of its assets to the New Fund, in exchange for shares of beneficial interest of the New Fund’s Class I shares and the assumption by the New Fund of all liabilities of The Torray Resolute Fund, all as more fully described in this Prospectus/Proxy Statement (the “Reorganization”). The Torray Resolute Fund and the New Fund are referred to collectively as the “Funds,” and each is referred to herein individually as a “Fund.”

When the Reorganization occurs, if approved by shareholders, shareholders of The Torray Resolute Fund will receive the number of full and fractional Class I shares of the New Fund equal in value as of the Valuation Time (as defined in the Agreement and Plan of Reorganization) to the total value of The Torray Resolute Fund shares held by that shareholder immediately prior to the Reorganization. Thus, at the close of the Reorganization, the aggregate net asset value of your New Fund shares will be the same as the aggregate net asset value of your shares of The Torray Resolute Fund as of the Reorganization date.

The Torray Resolute Fund and the New Fund are open-end management investment companies. The New Fund’s registration statement will be effective with the U.S. Securities and Exchange Commission (“SEC”) but the New Fund will not be operational until the merger. The New Fund has not yet commenced investment operations and was established solely for the purpose of effecting the Reorganization. The New Fund has the same investment objective and substantially similar investment strategies and restrictions as The Torray Resolute Fund.

Transamerica Asset Management, Inc. (“TAM”) will be engaged as the investment adviser and will be responsible for the overall administration of the New Fund’s business affairs. Torray LLC (“Torray”) currently serves as The Torray Resolute Fund’s investment adviser pursuant to an investment advisory agreement and will serve as the New Fund’s investment sub-adviser pursuant to a sub-advisory agreement. If shareholders approve the Reorganization, The Torray Resolute Fund will be considered the surviving fund for accounting and performance purposes, and the New Fund will carry on the business of The Torray Resolute Fund and will inherit The Torray Resolute Fund’s performance and financial history following the Reorganization. This Prospectus/Proxy Statement includes a comparison of The Torray Resolute Fund and the New Fund.

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This document, which should be retained for future reference, is designed to give you the information you need to vote on the proposal. If there is anything you do not understand, please contact The Torray Resolute Fund at 301-493-4600.

Each Fund is subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and the Investment Company Act of 1940, as amended (the “1940 Act”), and files required reports, proxy statements and other information with the SEC. You may review and copy information about the Funds, including the statements of additional information, at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. You may call the SEC at 202-551-8090 for information about the operation of the public reference room. You may obtain copies of this information, with payment of a duplication fee, by electronic request at the following e-mail address: publicinfo@sec.gov, or by writing the SEC’s Public Reference Branch, Office of Consumer Affairs and Information Services, Securities and Exchange Commission, Washington, D.C. 20549. You may also access reports and other information about the Funds on the EDGAR database on the SEC’s Internet site at http://www.sec.gov.

This Prospectus/Proxy Statement, along with the Notice of a Special Meeting of Shareholders and the proxy card, is being mailed to shareholders of record on or about [January 15], 2014. It explains concisely what you should know before voting on the proposal or investing in Transamerica Concentrated Growth, a newly created series of Transamerica Funds (the “New Fund”), a series of a diversified open-end registered management investment company. [The New Fund’s statement of additional information is filed as an Exhibit to the N-14. Please read it carefully and keep it for future reference.]

The following documents have been filed with the SEC and are incorporated into this Prospectus/Proxy Statement by reference:

(i) the prospectus and statement of additional information of The Torray Resolute Fund, dated May 1, 2013, as supplemented from time to time;

(ii) the financial statements, financial highlights and related report of the independent registered public accounting firm for The Torray Resolute Fund included in the Annual Report to Shareholders for the fiscal year ended December 31, 2012;

(iii) the financial statements for The Torray Resolute Fund included in the Semi-Annual Report to Shareholders for the fiscal period ended June 30, 2013; and

(iv) the statement of additional information for the Prospectus/Proxy Statement, dated [January 15], 2014 (the “Reorganization SAI”).

    You may obtain free copies of The Torray Resolute Fund’s annual reports, semi-annual reports, prospectus, statement of additional information or the Reorganization SAI, request other information about Torray LLC, or other information by calling 800-443-3036. This Prospectus/Proxy Statement describes the New Fund’s salient features and the Reorganization SAI is included as an Exhibit to this filing. Because the New Fund is newly organized, its annual report and semi-annual report are not yet available.

Like shares of The Torray Resolute Fund, shares of the New Fund are not deposits or obligations of, or guaranteed or endorsed by, any financial institution, and are not insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other governmental agency. You may lose money by investing in the New Fund.

The securities offered by this Prospectus/Proxy Statement have not been approved or disapproved by the SEC, nor has the SEC passed upon the accuracy or adequacy of this Prospectus/Proxy Statement. Any representation to the contrary is a criminal offense.

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PROPOSAL 1: APPROVAL OF THE AGREEMENT AND PLAN OF REORGANIZATION

SYNOPSIS

This synopsis is qualified in its entirety by reference to the additional information contained elsewhere in this Prospectus/Proxy Statement and the Agreement and Plan of Reorganization (the “Agreement”) relating to the transaction, a form of which is attached to this Prospectus/Proxy Statement as Appendix 1. The materials in the exhibits and the statement of additional information for the Prospectus/Proxy Statement, dated [January 15], 2014, are incorporated herein by reference into this Prospectus/Proxy Statement. Shareholders should the Prospectus/Proxy Statement, including Appendix 1, the statement of additional information, all exhibits and The Torray Resolute Fund’s prospectus carefully for more detailed information.

PROPOSED REORGANIZATION

The shareholders of The Torray Resolute Fund are being asked to approve a Reorganization of The Torray Resolute Fund into the New Fund. The Reorganization is structured as a transfer of all the assets of The Torray Resolute Fund to the New Fund in exchange for the assumption by the New Fund of all the liabilities of The Torray Resolute Fund and for the issuance and delivery to The Torray Resolute Fund of Reorganization Shares equal in value to the aggregate net asset value of The Torray Resolute Fund.

After receipt of the Reorganization Shares, The Torray Resolute Fund will distribute the Reorganization Shares to its shareholders, in proportion to their existing shareholdings, in complete liquidation of The Torray Resolute Fund, and the legal existence of The Torray Resolute Fund as a series of the Trust will be terminated. Shareholders of The Torray Resolute Fund will receive the number of full and fractional shares of Class I of the New Fund, equal in value as of the Valuation Time (as defined in the Agreement) to the total value of their The Torray Resolute Fund shares held by that shareholder immediately prior to the Reorganization. Such shares will be held in an account with the New Fund identical in all material respects to the account currently maintained by The Torray Resolute Fund.

The Board of Trustees of the Trust has voted to approve the Agreement and to recommend that shareholders also approve the Agreement and the transactions it contemplates. Approval of the proposal requires the affirmative vote of a majority of the outstanding shares of The Torray Resolute Fund entitled to vote on the proposal. For this purpose, the term “vote of a majority of the outstanding shares entitled to vote” shall mean the vote of the lesser of:

(1) 67% or more of the voting securities present at such meeting, if more than 50% of the outstanding voting securities of The Torray Resolute Fund are present or represented by proxy; or

(2) more than 50% of the outstanding voting securities of The Torray Resolute Fund.

The Board of Trustees of the Trust believes that the proposed Reorganization is in the best interests of The Torray Resolute Fund and its shareholders. Accordingly, the Board unanimously recommends that shareholders vote FOR approval of the proposed Reorganization.

Comparison of Fees and Expenses

The following tables summarize: (1) the fees and expenses you may pay as an investor in the Funds; (2) the expenses that The Torray Resolute Fund incurred for the period ended June 30, 2013; (3) the estimated expenses for the New Fund because it has not yet commenced operations; and (4) the pro forma estimated expense ratios of the New Fund assuming consummation of the Reorganization as of March 1, 2014. For financial statement purposes, The Torray Resolute Fund will be the accounting survivor of the Reorganization. As accounting survivor, The Torray Resolute Fund’s operating history will be used for financial reporting purposes.

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Shareholder Fees

(fees paid directly from your investments)

	The Torray Resolute Fund	Transamerica Concentrated Growth Class I	Transamerica Concentrated Growth (Pro Forma) Class I
Maximum Sales Charge (Load) imposed on purchases (as a percentage of offering price)	[0.00%]	[0.00%]	[0.00%]
Maximum Deferred Sales Charge (Load) (as a percentage of original purchase price)	[0.00%]	[0.00%]	[0.00%]
Redemption Fee (as a percentage of amount redeemed, if redeemed within sixty days of purchase)	[0.00%]	[0.00%]	[0.00%]
Annual Fund Operating Expenses (expenses that you pay each year as a % of offering price)
	The Torray Resolute Fund	Transamerica Concentrated	Transamerica Concentrated Growth
		Growth Class I1	(Pro Forma) Class I2
Management fee	[1.00%]	0.65%	0.65%
Distribution and service (12b-1) fees	[0.00%]	0.00%	0.00%
Other expenses	[2.68%]	0.22%	0.22%
Total annual fund operating expenses	[3.68%]	0.87%	0.87%
Fee waiver and/or expense reimbursement3	[2.43%]	0.00%	0.00%
Total annual fund operating expenses after fee waiver and/or expense reimbursement	[1.25%]	0.87%	0.87%

As shown above, based on the operating expenses of The Torray Resolute Fund as of June 30, 2013, and the pro forma expense ratios of the New Fund assuming consummation of the Reorganization as of March 1, 2014, shareholders of The Torray Resolute Fund are expected to experience lower total annual fund operating expenses in the New Fund than they had in The Torray Resolute Fund prior to the Reorganization, before and after taking into account any contractual fee waivers or expense reimbursement arrangements.

The tables are provided to help you understand the expenses of investing in each Fund and your share of the operating expenses that each Fund incurs and that TAM expects the New Fund to incur in the first year following the Reorganization. The New Fund’s actual expenses after the Reorganization may be greater or less than those shown, except that TAM has agreed to limit the New Fund’s total expenses to 0.95% through March 1, 2015.

Examples

This example is intended to help you compare the costs of investing in the Funds. This example assumes that you invest $10,000 in a Fund for the time periods indicated and then redeem all of your shares at the end of those periods. This example also assumes that your investment has a 5% return each year and that a Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

¹  The fees and expenses of the New Fund are based on estimated amounts for its initial fiscal year.

²  The pro forma fees and expenses of the New Fund are based on estimated amounts for its initial fiscal year assuming the Reorganization occurred on March 1, 2014.

³  Effective as of the closing date of the Reorganization, contractual arrangements have been made with TAM, through March 1, 2015, to waive fees and/or reimburse fund expenses to the extent that the New Fund’s total operating expenses exceed 0.95% for Class I shares, excluding, as applicable, 12b-1 fees, acquired fund fees and expenses, interest, taxes, brokerage commissions, dividend and interest expenses on securities sold short, extraordinary expenses and other expenses not incurred in the ordinary course of the New Fund’s business. TAM will consider renewal of or further reductions to this limit on an annual basis. TAM is entitled to reimbursement by the New Fund of fees waived or expenses reduced during any of the previous 36 months if on any day or month the estimated annualized fund operating expenses are less than the cap.

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Number of Years You Own Your Shares	The Torray Resolute Fund	Transamerica Concentrated Growth Class I	Combined Transamerica Concentrated Growth (Pro Forma) Class I
Year 1	$127	$ 89	$ 89
Year 3	$901	$ 278	$ 278
Year 5	$1,695	$ 482	$ 482
Year 10	$3,775	$ 1,073	$ 1,073

Comparison of Investment Objectives and Principal Investment Strategies

This section will help you compare the investment objectives and strategies of The Torray Resolute Fund with those of the New Fund. As noted above, the Funds have substantially similar investment objectives, principal investment strategies and related risks. A comparison of the Funds’ fundamental investment policies appears later in this Prospectus/Proxy Statement.

The Torray Resolute Fund	New Fund
Investment Objective	Investment Objective
The Torray Resolute Fund (the “Fund”) seeks to achieve long-term growth of capital.	Seeks to achieve long-term growth of capital.
Principal Investment Strategies	Principal Investment Strategies
The Fund’s strategy is to invest in a concentrated portfolio of predominantly large capitalization companies (those with capitalizations of $5 billion or more) with proven records of increasing earnings on a consistent and sustainable basis. The Fund employs a concentrated approach, investing in 25 to 30 stocks, a long-term orientation and a quality focus. Correlation of securities and underlying businesses is considered to minimize risk within the Fund. Initial positions range from 1.5% to 3.0% of the Fund’s assets and may be increased over time to between 3.0% and 5.0%. Individual positions will not exceed 7.0%. Sector weights are independent of benchmarks, ranging from 0.0% to 35.0%, and cash is not employed in a tactical or strategic manner.	Under normal circumstances the fund’s sub-adviser, Torray LLC (the “sub-adviser”), invests in large capitalization companies (those with capitalizations of $5 billion or more) with proven records of increasing earnings on a consistent and sustainable basis. Sustainable growth is a product of businesses characterized by durable competitive advantages, high returns on and efficient use of capital, low financial and operating volatility, high levels of recurring revenue and low exposure to cyclical trends. Companies are reviewed on a fundamental basis in the context of long-term secular themes. The fund employs a concentrated approach, investing in 25 to 30 stocks, with a long-term orientation and a quality focus. Correlation of securities and underlying businesses is considered to minimize risk within the fund. Initial positions range from 2.0% to 3.0% of assets and may be increased over time to between 5.0% and 7.0%. Individual positions will not exceed 7.0%. Sector weights are independent of benchmarks, ranging from 0.0% to 35.0%, and cash is not employed in a tactical or strategic manner. Risk control is an integral part of the sub-adviser’s process. In the context of security selection, the focus is on quality, which is defined as businesses demonstrating consistent financial and operating metrics through a full business cycle, high returns on capital, appropriate leverage and reasonable valuation. Risk control is also a primary part of portfolio construction. In order to achieve effective diversification, correlation among existing and prospective holdings is measured through multiple periods, assigning preference to issues exhibiting low correlation to the portfolio and among sectors. Excess (positive or negative) relative performance also initiates a review of a security by the sub-adviser. Positions are reduced or sold if they exhibit excess valuation, reach sector or position limits, show increased business volatility, are replaced by higher conviction ideas or fail to fulfill the original investment thesis.

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The Torray Resolute Fund	New Fund
	Under adverse or unstable market, economic or political conditions, the fund may take temporary defensive positions in cash and short-term debt securities without limit. During periods of defensive investing, it will be more difficult for the fund to achieve its objective.
Other Investment Practices and Strategies	Other Investment Practices and Strategies
The Manager’s investment philosophy is based on the belief that employing a long-term approach in a concentrated portfolio of diverse businesses demonstrating the ability to increase earnings in a sustainable manner will generate consistent excess returns on a risk-adjusted basis. The Fund’s strategy is to invest in large capitalization companies (those with capitalizations of $5 billion or more) with proven records of increasing earnings on a consistent and sustainable basis. Sustainable growth is a product of businesses characterized by durable competitive advantages, high returns on and efficient use of capital, low financial and operating volatility, high levels of recurring revenue and low exposure to cyclical trends. Companies are reviewed on a fundamental basis in the context of long-term secular themes. The Fund employs a concentrated approach, investing in 25 to 30 stocks, with a long-term orientation and a quality focus. Correlation of securities and underlying businesses is considered to minimize risk within the Fund. Initial positions range from 1.5% to 3.0% of assets and may be increased over time to between 3.0% and 5.0%. Individual positions will not exceed 7.0%. Sector weights are independent of benchmarks, ranging from 0.0% to 35.0%, and cash is not employed in a tactical or strategic manner. Risk control is an integral part of the Manager’s process. In the context of security selection, the focus is on quality, which is defined as businesses demonstrating consistent financial and operating metrics through a full business cycle, high returns on capital, appropriate leverage and reasonable valuation. Risk control is also a primary part of portfolio construction. In order to achieve effective diversification, correlation among existing and prospective holdings is measured through multiple periods, assigning preference to issues exhibiting low correlation to the portfolio and among sectors. Excess (positive or negative) relative performance also initiates the review of a security by the Manager. Positions are reduced or sold if they exhibit excess valuation, reach sector or position limits, show increased business volatility, are replaced by higher conviction ideas or fail to fulfill the original investment thesis. The Fund’s investment strategies may be changed without shareholder approval.	The following provides additional information regarding the fund’s strategies and investments. Under normal circumstances the fund’s sub-adviser, Torray LLC (the “sub-adviser”), invests in large capitalization companies (those with capitalizations of $5 billion or more) with proven records of increasing earnings on a consistent and sustainable basis. Sustainable growth is a product of businesses characterized by durable competitive advantages, high returns on and efficient use of capital, low financial and operating volatility, high levels of recurring revenue and low exposure to cyclical trends. Companies are reviewed on a fundamental basis in the context of long-term secular themes. The fund employs a concentrated approach, investing in 25 to 30 stocks, with a long-term orientation and a quality focus. Correlation of securities and underlying businesses is considered to minimize risk within the fund. Initial positions range from 2.0% to 3.0% of assets and may be increased over time to between 5.0% and 7.0%. Individual positions will not exceed 7.0%. Sector weights are independent of benchmarks, ranging from 0.0% to 35.0%, and cash is not employed in a tactical or strategic manner. Risk control is an integral part of the sub adviser’s process. In the context of security selection, the focus is on quality, which is defined as businesses demonstrating consistent financial and operating metrics through a full business cycle, high returns on capital, appropriate leverage and reasonable valuation. Risk control is also a primary part of portfolio construction. In order to achieve effective diversification, correlation among existing and prospective holdings is measured through multiple periods, assigning preference to issues exhibiting low correlation to the portfolio and among sectors. Excess (positive or negative) relative performance also initiates a review of a security by the sub-adviser. Positions are reduced or sold if they exhibit excess valuation, reach sector or position limits, show increased business volatility, are replaced by higher conviction ideas or fail to fulfill the original investment thesis. The fund may invest its assets in cash, cash equivalent securities or short-term debt securities, repurchase agreements and money market instruments. Under adverse or unstable market, economic or political conditions, the fund may take temporary defensive positions in cash and short-term debt securities without limit. Although the fund would do this only in seeking to avoid losses, the fund may be unable to pursue its investment objective during that time, and it could reduce the benefit from any upswing in the market. To the extent that the fund has any uninvested cash, the fund would also be subject to risk with respect to the depository institution holding the cash.

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Performance Information

The New Fund has not commenced operations and thus has no performance history. The following bar chart provides some indication of the risks of investing in The Torray Resolute Fund by showing the changes in The Torray Resolute Fund’s investment performance for each calendar year since inception.

Calendar Year Annual Returns

The Torray Resolute Fund

Annual Total Returns (%) as of 12/31

Best Quarter:	3/31/2012	15.66%
Worst Quarter:	9/30/2011	-13.01%

The year to date return through September 30, 2013 was 19.83%, while the return for the quarter-ended September 30, 2013 was 8.14%.

The following table compares The Torray Resolute Fund’s average annual total returns over time to those of the Russell 1000^® Growth Index and the Standard & Poor’s 500^® Index (“S&P 500 Index”).

Average Annual Total Returns

(For Periods Ended December 31, 2012)

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.

The Torray Resolute Fund	1 Year	Since Inception December 31, 2010
Return Before Taxes	20.28%	10.89%
Return After Taxes on Distributions	20.20%	10.85%
Return After Taxes on Distributions and Sale of Fund Shares	13.29%	9.33%
Russell 1000® Growth Index (reflects no deduction for fees, expenses or taxes)	15.26%	8.77%
S&P 500 Index (reflects no deduction for fees, expenses or taxes)	16.00%	8.84%

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Purchase, Redemption, Exchange and Conversion Policies

This section will help you compare The Torray Resolute Fund’s procedures for purchasing and redeeming shares of The Torray Resolute Fund with the procedures for purchasing, redeeming and exchanging shares of the New Fund.

The Torray Resolute Fund	New Fund
Procedures for Purchasing and Redeeming Shares	Procedures for Purchasing, Redeeming and Exchanging Shares
How To Buy Shares You may buy shares of the Fund on a no-load basis on any day that the NYSE is open. The minimum initial purchase is $2,500. You should send your check payable to “The Torray Resolute Fund” with a completed account application to the Fund’s transfer agent: Regular Mail Address The Torray Resolute Fund c/o BNY Mellon Investment Servicing (US) Inc. P.O. Box 9803 Providence, RI 02940-8003 Courier Address The Torray Resolute Fund c/o BNY Mellon Investment Servicing (US) Inc. 4400 Computer Drive Westborough, MA 01581-1722 Additional purchases can be made for $500 or more and should be sent to the applicable address above. Please remember to include your account number on your check. You, your spouse, or your children may open a related account for an initial investment of $2,000 if your current account meets the minimum initial investment amount of $2,500. A related account can be a joint account with your spouse or children or a retirement account such as an IRA. When you open a related account you may be asked to present additional documents as proof of the relationship in addition to an account application. You will also be asked to provide your existing account number and taxpayer identification number. You should use caution when giving these numbers to another person because that person may be able to gain access to your account or other confidential financial information. You may purchase shares of the Fund through an intermediary, such as an investment representative or a broker-dealer, who may charge additional fees and may require higher minimum investments or impose other limitations on buying and selling shares. If you purchase shares through an intermediary, that party is responsible for transmitting orders by close of business and may have an earlier cutoff time for purchase and sale requests. Purchase and redemption orders placed through an intermediary will be deemed to have been received and accepted by the Fund when the intermediary accepts the order. Customer orders will be	BUYING SHARES Class I shares are currently primarily offered for investment to institutional investors including, but not limited to, fee-based programs, qualified retirement plans, certain endowment plans and foundations and Directors, Trustees and employees of the funds’ affiliates. The minimum investment for Class I shares is $1,000,000 per fund account, but will be waived for certain investors, including fee-based programs, qualified retirement plans, certain endowment plans and foundations, financial intermediaries that submit trades on behalf of underlying investors, shareholders who received Class I shares in the conversion of Class P shares to Class I shares on February 10, 2012, Directors, Trustees and officers of any Transamerica-sponsored funds, and employees of Transamerica and its affiliates. By Check •    Make your check payable and mail to Transamerica Fund Services, Inc. •    If you are opening a new account, send your completed application along with your check. •    If you are purchasing shares in an existing account(s), please reference your account number(s) and the Transamerica fund(s) in which you wish to invest. If you do not specify the fund(s) in which you wish to invest, and your referenced account is invested in one fund, your check will be deposited into such fund. •    Redemption proceeds will be withheld for 15 calendar days from the date of purchase for funds to clear. Certain exceptions may apply. •    Transamerica Funds does not accept money orders, traveler’s checks, starter checks, credit card convenience checks or cash. Cashier’s checks and third-party checks may be accepted, subject to approval by Transamerica Funds. By Automatic Investment Plan •       With an Automatic Investment Plan (“AIP”), a level dollar amount is invested monthly and payment is deducted electronically from your bank account. Due to your bank’s requirements, please allow up to 30 days for your AIP to begin. Investments may be made between the 3rd and 28th of each month only, and will occur on the 15th if no selection is made. Call Customer Service for information on how to establish an AIP or visit our website to obtain an AIP request form.

15

The Torray Resolute Fund

New Fund

priced at the Fund’s NAV next computed after they are accepted by an authorized broker or the broker’s authorized designee. Intermediaries may also designate other intermediaries to accept purchase and redemption orders on the Fund’s behalf. Consult your investment representative for specific information. Wire Instructions To make an initial purchase by wire, please call 1-800-626-9769 to have an account number assigned, to make arrangements for the submission of your application form and for current wire instructions. Please note that your bank may charge you a wire fee. Please make sure that the amount that reaches the Fund, after you pay your bank’s wire fee, is in the appropriate minimum investment amount required by the Fund. Mail your completed application form to the Transfer Agent at the address above. In order to properly credit your wire, you should call the Transfer Agent to alert the Fund regarding your wire and application form. Automatic Investment Plan Once an account has been opened, you can make additional purchases of shares automatically through the Automatic Investment Plan either monthly or quarterly via Automated Clearing House (“ACH”). The minimum automatic investment is $500 and you have the option of choosing the 10th, 15th or 20th day of the month or quarter as the transaction date. You may arrange for participation in the Automatic Investment Plan by completing the automatic investment plan section on the Account Application or by calling 1-800-626-9769.

By Telephone •   You may request an electronic transfer of funds from your bank account to your Transamerica Funds account. The electronic bank link option must be established in advance before Automated Clearing House (“ACH”) purchases will be accepted. Call Customer Service or visit our website at www.transamericafunds.com for information on how to establish an electronic bank link. Due to your bank’s requirements, please allow up to 30 days to establish this option. Through an Authorized Dealer •     If your dealer has already established your account for you, no additional documentation is needed. Call your dealer to place your order. Transamerica Funds must receive your payment within three business days after your order is accepted. By the Internet •     You may request an electronic transfer of funds from your bank account to your Transamerica Funds account. The electronic bank link option must be established in advance before ACH purchases will be accepted. Call Customer Service or visit our website at www.transamericafunds.com for information on how to establish an electronic bank link. By Payroll Deduction •     You may have money transferred regularly from your payroll to your Transamerica Funds account. Call Customer Service to establish this deduction. By Wire Transfer •     You may request that your bank wire funds to your Transamerica Funds account (note that your bank may charge a fee for such service). You must have an existing account to make a payment by wire transfer. Ask your bank to send your payment to: State Street Bank and Trust Company, Boston, MA, ABA#011000028 Credit: Transamerica Funds Acct #00418533 Ref: Shareholder name, Transamerica fund and account numbers. •     Shares will be purchased at the next determined NAV after receipt of your wire if you have supplied all other required information. Minimum Investment Class I shares of the Transamerica Funds are currently primarily offered for investment to institutional investors including, but not limited to, fee-based programs, qualified retirement plans, certain endowment plans and foundations and Directors, Trustees and employees of the Transamerica Funds and its affiliates. The minimum investment for Class I shares is $1,000,000, but will be waived for shareholders of The Torray Resolute Fund who acquire their Class I shares of the New Fund through the Reorganization as well as for certain investors, including fee-based programs, qualified retirement plans, and financial intermediaries that submit trades on behalf of underlying investors.

16

The Torray Resolute Fund	New Fund
	Other Information If your check, draft or electronic transfer is returned unpaid by your bank, you will be charged a fee of $20 for each item that has been returned. Transamerica Funds reserves the right to terminate your electronic draft privileges if the drafts are returned unpaid by your bank. Transamerica Funds or its agents may reject a request for purchase of shares at any time, in whole or in part, including any purchase under the exchange privilege and any purchase request that does not include an investment representative or an approved broker-dealer.
ACCOUNT POLICIES Customer Identification Information To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify and record information that identifies each person that opens a new account, and to determine whether such person’s name appears on government lists of known or suspected terrorists and terrorist organizations. As a result, the Fund must obtain the following information for each person that opens a new account: •   Name; •   Date of birth (for individuals); •   Residential or business street address (although post office boxes are still permitted for mailing); and •   Social security number, taxpayer identification number or other identifying number. You may also be asked for a copy of your driver’s license, passport or other identifying document in order to verify your identity. In addition, it may be necessary to verify your identity by cross-referencing your identification information with a consumer report or other electronic database. Additional information may be required to open accounts for corporations and other entities. Federal law prohibits the Fund and other financial institutions from opening a new account unless they receive the minimum identifying information listed above. After an account is opened, the Fund may restrict your ability to purchase additional shares until your identity is verified. The Fund may close your account or take other appropriate action if it is unable to verify your identity within a reasonable time. If your account is closed for this reason, your shares will be redeemed at the NAV next calculated after the account is closed.	Opening an Account Fill out the New Account Application which is available on our website. Transamerica Funds requires all applications to include an investment representative or an approved broker-dealer of record. An approved broker-dealer is one that is providing services under a valid dealer sales agreement with the funds’ distributor. IRAs and other retirement plan accounts require different applications, which you can request by calling Customer Service or by visiting our website at www.transamericafunds.com. Note: To help the U.S. Government fight the funding of terrorism and money laundering activities, the USA PATRIOT Act requires all financial institutions to obtain, verify, and record information that identifies each person or entity that opens an account. On your application, be sure to include your name, date of birth (if an individual), residential address and Social Security Number or taxpayer identification number. If there are authorized traders on your account, please provide this information for each trader. If you do not provide this information, your account will not be established. If Transamerica Funds cannot verify your identity within 30 days from the date your account is established, your account may be closed based on the next calculated net asset value per share (“NAV”).

17

The Torray Resolute Fund

New Fund

How to Redeem Shares You may redeem your shares either in writing or by telephone if you elected the telephone redemption privilege on your application. You should submit your written redemption request directly to: Regular Mail Address The Torray Resolute Fund c/o BNY Mellon Investment Servicing (US) Inc. P.O. Box 9803 Providence, RI 02940-8003 Courier Address The Torray Resolute Fund c/o BNY Mellon Investment Servicing (US) Inc. 4400 Computer Drive Westborough, MA 01581-1722 If your account is held in the name of a corporation, as a fiduciary or agent, or as a surviving joint owner, you may be required to provide additional documents with your redemption request. If your address of record has changed within the last 30 days of receipt of your redemption request, you will be required to obtain a medallion signature guarantee (see “Redemptions (including all IRA transfers) Sent to an Address Other Than the Address of Record” for more information on medallion signature guarantees). The Fund and the transfer agent reserve the right to refuse any telephone transaction when they are unable to confirm to their satisfaction that a caller is the account owner or a person authorized by the account owner. Neither the Fund nor any of its service contractors will be liable for any loss or expense in acting upon telephone instructions that are reasonably believed to be genuine. The telephone transaction privilege may be suspended, limited, modified or terminated at any time without prior notice by the Fund or BNY Mellon Investment Servicing (US) Inc. To redeem by telephone you can call 1-800-626-9769. Please remember that all redemption requests must include your name and account number. The Fund may take up to seven days to pay redemption proceeds. If you redeem by wire transfer, the Fund’s transfer agent charges a fee (currently $10) for each wire redemption. If you are redeeming shares that were recently purchased by check, the proceeds may be delayed until the check for purchase clears; this may take up to 15 business days from the date of purchase.

SELLING SHARES Shares may be sold (or “redeemed”) on any day the New York Stock Exchange (“NYSE”) is open for business. Proceeds from the redemption of shares will usually be sent to the redeeming shareholder within three business days after receipt in good order of a request for redemption. However, Transamerica Funds has the right to take up to seven days to pay redemption proceeds, and may postpone payment under certain circumstances, as authorized by law. In cases where shares have recently been purchased and the purchase money is not yet available, redemption proceeds will be withheld for 15 calendar days from the date of purchase for funds to clear. Certain exceptions may apply. Shares purchased by wire are immediately available and are not subject to the 15 day holding period. Please note that redemption requests greater than $50,000 per day must be submitted in writing. In addition, amounts greater than $50,000 cannot be sent via ACH (check or federal funds wire only). Additionally, requests totaling more than $100,000 must be in writing with an original signature guarantee by all shareholders. The electronic bank link option must be established in advance for payments made electronically to your bank such as ACH or expedited wire redemptions. Call Customer Service to verify this feature is in place on your account or to obtain information on how to establish the electronic bank link. Shares are redeemed at NAV, minus any applicable sales charge. To Request Your Redemption and Receive Payment By: Direct Deposit – ACH •     You may request an “ACH redemption” in writing, by phone or by internet access to your account. Payment should usually be received by your bank account 2-4 banking days after your request is received in good order. Transamerica Funds does not charge for this payment option. Certain IRAs and qualified retirement plans may not be eligible via the internet. Direct Deposit – Wire •     You may request an expedited wire redemption in writing or by phone. The electronic bank link option must be established in advance. Otherwise, an original signature guarantee will be required. Wire redemptions have a minimum of $1,000 per wire. Payment should be received by your bank account the next banking day after your request is received in good order. Transamerica Funds charges $10 for this service. Your bank may charge a fee as well. Check to Address of Record •     Written Request: Send a letter requesting a withdrawal to Transamerica Funds. Specify the Fund, account number and dollar amount or number of shares you wish to redeem. Be sure to include all shareholders’ signatures and any additional documents, as well as an original signature guarantee(s) if required. If you are requesting a distribution from an IRA, federal tax withholding of 10% will apply unless you elect otherwise. If you elect to withhold, the minimum tax withholding rate is 10%.

18

The Torray Resolute Fund

New Fund

Redemption in Kind It is currently the Fund’s policy to pay all redemptions in cash. The Fund retains the right, however, to alter this policy to provide for redemptions in whole or in part by a distribution in-kind of securities held by the Fund in lieu of cash. Shareholders may incur brokerage charges on the sale of any such securities so received in payment of redemptions. Systematic Withdrawal Plan You can also redeem shares automatically on a monthly, quarterly, semi-annual or annual basis via a Systematic Withdrawal Plan (“SWP”). To establish a SWP, an account must have a current market value of at least $2,500 or more and must have dividends reinvested. The minimum amount of the systematic withdrawal is $250. The systematic withdrawals can be sent by check to the address of record or to your bank via ACH provided the bank is an online member of ACH. Any check or ACH withdrawal will be sent the business day following the redemption date. You may establish this plan by completing the appropriate section on the Account Application or by calling 1-800-626-9769. Redemptions (including all IRA transfers) Sent to an Address Other Than the Address of Record For your protection, we will require an acceptable medallion signature guarantee (see below) for all fund redemptions that are sent to a different address than the address of record. This includes all IRA transfers. Redemption requests bearing a non-medallion signature guarantee will be returned to you in accordance with the transfer agent’s rejection procedures. This could significantly delay your redemption request as it will be returned to you via first class mail. The Fund will not be responsible for delays of this nature. An acceptable medallion signature guarantee can be obtained from a domestic bank or trust company, broker/dealer, clearing agency, savings association, or other financial institution which is participating in any of the following three medallion programs: 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 required programs will not be accepted.

•   Telephone or Internet Request: You may request your redemption by phone or internet. Certain IRAs and qualified retirement plans may not be eligible. Check to Another Party/Address •     This request must be in writing, regardless of amount, signed by all account owners, with an original signature guarantee. Systematic Withdrawal Plan (by Direct Deposit ACH or Check) •     You can establish a Systematic Withdrawal Plan (“SWP”) either at the time you open your account or at a later date. Call Customer Service for information on how to establish a SWP, or visit our website to obtain the appropriate form to complete. Through an Authorized Dealer •     You may redeem your shares through an authorized dealer (they may impose a service charge). Contact your Registered Representative or call Customer Service for assistance. Your Request to Sell Your Shares and Receive Payment May Be Subject To: •     The type of account you have and if there is more than one shareholder. •     The dollar amount you are requesting; redemptions over $50,000 must be in writing and those redemptions totaling more than $100,000 require a written request with an original signature guarantee for all shareholders on the account. •     A written request or an original signature guarantee may be required if there have been recent changes made to your account (such as an address change) or other such circumstances. For your protection, if an address change was made in the last 10 days, Transamerica Funds requires a redemption request in writing, signed by all account owners with an original signature guarantee. •     When redeeming all shares from an account with an active AIP, your AIP will automatically be stopped. Please contact Customer Service if you wish to re-activate your AIP. •     Each Fund reserves the right to refuse a telephone redemption request if it is believed it is advisable to do so. The telephone redemption option may be suspended or terminated at any time without advance notice. •     Redemption proceeds will be withheld for 15 calendar days from the date of purchase for funds to clear. Certain exceptions may apply. •     If you request that a withdrawal check be delivered overnight, a $20 overnight fee will be charged; for Saturday delivery, a $30 overnight fee will be charged. Please see additional information relating to signature guarantees later in this prospectus.

19

The Torray Resolute Fund

New Fund

Additional Purchase and Redemption Information The Fund reserves the following rights as they relate to purchases and redemptions: •   To redeem your shares if your account balance falls below $2,500 as a result of redemptions and not market performance. You will receive 30 days’ notice to increase the value of your account to $2,500 before the account is closed. •   To refuse any purchase order. •   To refuse third-party checks, starter checks or cash equivalents for purchases of shares. •   To change or waive the Fund’s investment minimums. •   To suspend the right to redeem and delay redemption proceeds during times when trading on the NYSE is restricted or halted, or otherwise as permitted by the Securities and Exchange Commission (“SEC”). •   To require additional documentation or a medallion signature guarantee on any redemption request. Shareholders should be aware that purchase and redemption requests mailed to the Fund’s Maryland address will not be processed until they are received by the Fund’s transfer agent (generally the next business day) at the address noted under “How to Buy Shares.” You can avoid delays by mailing requests for purchases and redemptions directly to the Fund’s transfer agent.

Involuntary Redemptions The fund reserves the right, to the fullest extent permitted by law, to close your account if the account value falls below the fund’s minimum account balance, including solely due to declines in NAV, or you are deemed to engage in activities that are illegal (such as late trading) or otherwise believed to be detrimental to the fund (such as market timing).

20

The Torray Resolute Fund	New Fund
Exchanging Shares N/A	EXCHANGING SHARES •     You may request an exchange in writing, by phone, or by accessing your account through the internet. •     You can exchange shares in one fund for shares in the same class of another fund offered in this prospectus. •     Class I shares minimum exchange to a new fund account is $1,000,000 per fund account but will be waived for certain investors as outlined within the Minimum Investment Section. •     An exchange is treated as a redemption of a fund’s shares, followed by a purchase of the shares of the fund into which you exchanged. Prior to making exchanges into a fund that you do not own, please read the prospectus for that fund carefully. •     If you exchange all your shares to a new fund, any active systematic plan that you maintain with Transamerica Funds will also carry over to this new fund unless otherwise instructed. •     In certain circumstances, shares of one class of a fund may also be exchanged directly for shares of another class of the same fund, as described in the Statement of Additional Information. •     Transamerica Funds reserves the right to modify or terminate the exchange privilege at any time upon 60 days’ written notice. •     Transamerica Funds reserves the right to deny any exchange request involving transactions between classes of shares. Please review your individual circumstances with your financial professional. •     The minimum exchange amount may be waived with respect to transactions in omnibus accounts maintained on behalf of certain 401(k) and other retirement plans.
Pricing Fund Shares Orders to buy or redeem shares that are received in good order prior to the close of the Fund (generally 4:00 p.m. Eastern time) will be processed at the net asset value calculated that day. NAV is calculated by dividing the Fund’s net assets by the number of shares outstanding after the New York Stock Exchange (“NYSE”) closes for the day. The Fund uses market quotes that are readily available to value its securities. In cases where quotes are not readily available, such as with respect to restricted securities, private placements or other types of illiquid securities, the securities will be valued using fair value guidelines approved by the Fund’s Board of Trustees.	PRICING OF SHARES How Share Price Is Determined The price at which shares are purchased or redeemed is the NAV, plus any applicable sales charge, that is next calculated following receipt and acceptance of a purchase order in good order or receipt of a redemption order in good order by the fund, an authorized intermediary, or the mail processing center located in Kansas City, Missouri. When Share Price Is Determined The NAV of the Fund (or class thereof) is determined on each day the NYSE is open for business. The NAV is not determined on days when the NYSE is closed (generally New Year’s Day, Martin Luther King Jr. Day, Presidents’ Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas). Foreign securities may trade in their primary markets on weekends or other days when the fund does not price its shares (therefore, the value of the fund’s foreign securities may change on days when shareholders will not be able to buy or sell shares of the fund).

21

The Torray Resolute Fund

New Fund

Purchase orders received in good order and accepted, and redemption orders received in good order, before the close of business on the NYSE, usually 4:00 p.m. Eastern Time, receive the NAV determined as of the close of the NYSE that day. Purchase and redemption requests received after the NYSE is closed receive the NAV determined as of the close of the NYSE the next day the NYSE is open. How NAV Is Calculated The NAV of the fund (or class thereof) is calculated by taking the value of its net assets and dividing by the number of shares of the Fund (or class) that are then outstanding. The Board of Trustees has approved procedures to be used to value the fund’s securities for the purposes of determining the fund’s NAV. The valuation of the securities of the fund is determined in good faith by or under the direction of the Board. The Board has delegated certain valuation functions for the fund to TAM. In general, securities and other investments (including shares of ETFs) are valued based on market prices at the close of regular trading on the NYSE. Fund securities (including shares of ETFs) listed or traded on domestic securities exchanges or the NASDAQ/NMS, including dollar-dominated foreign securities or ADRs, are valued at the closing price on the exchange or system where the security is principally traded. With respect to securities traded on the NASDAQ/NMS, such closing price may be the last reported sale price or the NASDAQ Official Closing Price (“NOCP”). If there have been no sales for that day on the exchange or system where the security is principally traded, then the value should be determined with reference to the last sale price, or the NOCP, if applicable, on any other exchange or system. If there have been no sales for that day on any exchange or system, a security is valued at the closing bid quotes on the exchange or system where the security is principally traded, or at the NOCP, if applicable. Foreign securities traded on U.S. exchanges are generally priced using last sale price regardless of trading activity. Securities traded over-the-counter are valued at the last bid price. The market price for debt obligations is generally the price supplied by an independent third party pricing service, which may use market prices or quotations or a variety of fair value techniques and methodologies. Short-term debt obligations that will mature in 60 days or less are valued at amortized cost, unless it is determined that using this method would not reflect an investment’s fair value. The prices that the fund uses may differ from the amounts that would be realized if the investments were sold and the differences could be significant, particularly for securities that trade in relatively thin markets and/or markets that experience extreme volatility. Foreign securities generally are valued based on quotations from the primary market in which they are traded, and are converted from the local currency into U.S. dollars using current exchange rates. Market quotations for securities prices may be obtained from automated pricing services. Shares of open-end funds (other than ETF shares) are generally valued at the NAV reported by that investment company. ETF shares are valued at the most recent sale price or official closing price on the exchange on which they are traded.

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The Torray Resolute Fund	New Fund
	When a market quotation for a security is not readily available (which may include closing prices deemed to be unreliable because of the occurrence of a subsequent event), a valuation committee appointed by the Board of Trustees may, in good faith, establish a value for the security in accordance with fair valuation procedures adopted by the Board. The types of securities for which such fair value pricing may be required include, but are not limited to: foreign securities, where a significant event occurs after the close of the foreign market on which such security principally trades that is likely to have changed the value of such security, or the closing value is otherwise deemed unreliable; securities of an issuer that has entered into a restructuring; securities whose trading has been halted or suspended; fixed-income securities that have gone into default and for which there is no current market value quotation; and securities that are restricted as to transfer or resale. The fund uses a fair value model developed by an independent third party pricing service to price foreign equity securities on days when there is a certain percentage change in the value of a domestic equity security index, as such percentage may be determined by TAM from time to time. Valuing securities in accordance with fair value procedures involves greater reliance on judgment than valuing securities based on readily available market quotations. The valuation committee makes fair value determinations in good faith in accordance with the fund’s valuation procedures. Fair value determinations can also involve reliance on quantitative models employed by a fair value pricing service. There can be no assurance that the fund could obtain the fair value assigned to a security if it were to sell the security at approximately the time at which the fund determines its NAV.
Escheatment of Shares to State If no activity occurs in your account within the time period specified by applicable state law, the assets in your account may be considered abandoned and transferred (also known as “escheated”) to the appropriate state regulators. The escheatment time period and procedures vary by state.	N/A
Frequent Trading Policy The Fund is intended for long-term investors and not for those who wish to trade frequently in Fund shares. Frequent trading into and out of the Fund can have adverse consequences for the Fund and for long-term shareholders in the Fund. The Fund believes that frequent or excessive short-term trading activity by shareholders of the Fund may be detrimental to long-term shareholders because those activities may, among other things: (a) dilute the value of shares held by long-term shareholders; (b) cause the Fund to maintain larger cash positions than would otherwise be necessary; (c) increase brokerage commissions and related costs and expenses; and (d) incur additional tax liability.	FEATURES AND POLICIES Market Timing/Excessive Trading Some investors try to profit from various short-term or frequent trading strategies known as market timing. Examples of market timing include switching money into funds when their share prices are expected to rise and taking money out when their share prices are expected to fall, and switching from one fund to another and then back again after a short period of time. As money is shifted in and out, the fund may incur expenses for buying and selling securities. Excessive purchases, redemptions or exchanges of fund shares may disrupt portfolio management, hurt fund performance and drive fund expenses higher. For

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The Torray Resolute Fund

New Fund

The Fund therefore discourages frequent purchases and redemptions by shareholders and it does not make any effort to accommodate this practice. To protect against such activity, the Board of Trustees has adopted policies and procedures that are intended to permit the Fund to curtail frequent or excessive short-term trading by shareholders. At the present time the Fund does not impose limits on the frequency of purchases and redemptions, nor does it limit the number of exchanges into the Fund. The Fund reserves the right, however, to impose certain limitations at any time with respect to trading in shares of the Fund, including suspending or terminating trading privileges in Fund shares, for any investor whom it believes has a history of abusive trading or whose trading, in the judgment of the Fund, has been or may be disruptive to the Fund. It may not be feasible for the Fund to prevent or detect every potential instance of abusive or excessive short-term trading.

example, the fund may be forced to liquidate investments as a result of short term trading and incur increased brokerage costs or realize taxable capital gains without attaining any investment advantage. These costs are generally borne by all shareholders, including long-term investors who do not generate these costs. The Board of Trustees has approved policies and procedures that are designed to discourage market timing or excessive trading which include limitations on the number of transactions in fund shares. If you intend to engage in such practices, we request that you do not purchase shares of the fund. The fund reserves the right to reject any request to purchase shares, including purchases in connection with an exchange transaction, which the fund reasonably believes to be in connection with market timing or excessive trading. While the fund discourages market timing and excessive short-term trading, the funds cannot always recognize or detect such trading, particularly if it is facilitated by financial intermediaries or done through Omnibus Account arrangements. The fund’s distributor has entered into agreements with intermediaries requiring the intermediaries to provide certain information to help identify harmful trading activity and to prohibit further purchases or exchanges by a shareholder identified as having engaged in excessive trading. There is no guarantee that the procedures used by financial intermediaries will be able to curtail frequent, short-term trading activity. For example, shareholders who seek to engage in frequent, short-term trading activity may use a variety of strategies to avoid detection, and the financial intermediaries’ ability to deter such activity may be limited by operational and information systems capabilities. Due to the risk that the fund and financial intermediaries may not detect all harmful trading activity, it is possible that shareholders may bear the risks associated with such activity. Orders to purchase, redeem or exchange shares forwarded by certain omnibus accounts with Transamerica Funds will not be considered to be market timing or excessive trading for purposes of Transamerica Funds’ policies. However, the market timing and excessive trading policies of these omnibus firms or plans may apply to transactions by the underlying shareholders. Reallocations in underlying series of Transamerica Funds by an Asset Allocation Fund that invests in other series of Transamerica in furtherance of a fund’s objective are not considered to be market timing or excessive trading. Customer Service Occasionally, Transamerica Funds experiences high call volume due to unusual market activity or other events that may make it difficult for you to reach a Customer Service Representative by telephone. If you are unable to reach Transamerica Funds by telephone, please consider visiting our website at www.transamericafunds.com. You may also send instructions by mail, by fax, or by using our automated phone system at 1-888-233-4339.

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The Torray Resolute Fund

New Fund

Uncashed Checks Issued on Your Account If any check Transamerica Funds issues is returned by the Post Office as undeliverable, or remains outstanding (uncashed) for six months, we reserve the right to reinvest check proceeds back into your account at the net asset value next calculated after reinvestment. If applicable, we will also change your account distribution option from cash to reinvest. Interest does not accrue on amounts represented by uncashed checks. In cases where we are unable to reinvest check proceeds in the original fund that you held, for example, if the fund has been liquidated or is closed to new investments, we reserve the right to reinvest the proceeds in another Transamerica Fund, such as the Transamerica Money Market. Minimum Dividend Check Amounts To control costs associated with issuing and administering dividend checks, we reserve the right not to issue checks under a specified amount. For accounts with the cash by check dividend distribution option, if the dividend payment total is less than $10, the distribution will be reinvested into the account and no check will be issued. Minimum Account Balance While there is currently no minimum account size for maintaining a Class I share account, the fund reserves the right, without prior notice, to establish a minimum amount required to maintain an account. Telephone Transactions Transamerica Funds and its transfer agent, Transamerica Fund Services, Inc. (“TFS”), are not liable for complying with telephone instructions that are deemed by them to be genuine. Transamerica Funds and TFS will employ reasonable procedures to help ensure telephone instructions are genuine. These procedures may include requiring personal identification, providing written confirmation of transactions and tape recording conversations. In situations where Transamerica Funds or TFS reasonably believe they were acting on genuine telephone instructions, you bear the risk of loss. Transamerica Funds reserves the right to modify the telephone redemption privilege at any time. Retirement and ESA State Street Account Maintenance Fees Retirement plan and Coverdell ESA State Street accounts are subject to an annual custodial fee of $15 per Fund account, with a maximum fee of $30 per Social Security Number. For example, an IRA in two Fund accounts would normally be subject to a $30 annual custodial fee. The fee is waived if the total of the retirement plan and ESA account(s)’s value per Social Security Number is more than $50,000. Professional Fees Your financial professional may charge a fee for his or her services. This fee will be in addition to any fees charged by Transamerica Funds. Your financial professional will answer any questions that you may have regarding such fees.

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The Torray Resolute Fund

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Signature Guarantee An original signature guarantee assures that a signature is genuine so that you are protected from unauthorized account transactions. Notarization is not an acceptable substitute. Acceptable guarantors only include participants in the Securities Transfer Agents Medallion Program (“STAMP2000”). Participants in STAMP2000 may include financial institutions such as banks, savings and loan associations, trust companies, credit unions, broker-dealers and member firms of a national securities exchange. An original signature guarantee is required if any of the following is applicable: •     You request a redemption or distribution transaction totaling more than $100,000 or, in the case of an IRA with a market value in excess of $100,000, you request a custodian to custodian transfer. •     You would like a check made payable to anyone other than the shareholder(s) of record. •     You would like a check mailed to an address which has been changed within 10 days of the redemption request. •     You would like a check mailed to an address other than the address of record. •     You would like your redemption proceeds wired to a bank account other than a bank account of record. •     You are adding or removing a shareholder from an account. •     You are changing ownership of an account. •     When establishing an electronic bank link, if the Transamerica Funds account holder’s name does not appear on the check. •     Transactions requiring supporting legal documentation. The fund reserves the right to require an original signature guarantee under other circumstances or to reject or delay a redemption on certain legal grounds. An original signature guarantee may be refused if any of the following is applicable: •     It does not appear valid or in good form. •     The transaction amount exceeds the surety bond limit of the signature guarantee. •     The guarantee stamp has been reported as stolen, missing or counterfeit. NOTE: For certain maintenance and non-financial requests, Transamerica Funds requires a Signature Validation Program Stamp for your protection. When an institution provides a Signature Validation Program Stamp, it assures Transamerica Funds that the signature and instructions are yours and that you have the authority to provide the instruction(s) contained within the request. A notary’s seal cannot serve as an alternative to a Signature Validation Program Stamp. Paperless Legal Program Transamerica may accept requests to transfer or redeem accounts having an original signature guarantee without the necessity to include additional legal documentation. The shareholder should contact their signature guarantor regarding all documentation that may be required to obtain an original signature guarantee.

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The Torray Resolute Fund

New Fund

Employer Sponsored Accounts If you participate in an employer sponsored retirement plan and wish to make an allocation change to your current fund selection, you or your financial professional must notify Transamerica Funds by phone or in writing. Please also remember to inform your employer of the change(s) to your fund allocation. Documentation for allocations submitted online or in writing from your employer will be used to allocate your contributions. This documentation will supersede all other prior instructions received from you or your financial professional. (Note: If you perform a partial or complete exchange to a new fund selection, your current fund allocation will remain unchanged for future contributions unless specified otherwise.) E-mail Communications As e-mail communications may not be secure, and because we are unable to take reasonable precautions to verify your shareholder and transaction information, we cannot respond to account-specific requests received via email. For your protection, we ask that all transaction requests be submitted only via telephone, mail or through the secure link on our website. Statements and Reports Transamerica Funds will send you a confirmation statement after every transaction that affects your account balance or registration, with the exception of systematic transactions or transactions necessary to assess account fees. Systematic transactions and fees will be shown on your next regularly scheduled quarterly statement. Information regarding these fees is disclosed in this prospectus. Please review the confirmation statement carefully and promptly notify Transamerica Funds of any error. Information about the tax status of the prior year’s income dividends and capital gains distributions will be mailed to shareholders early each year. Please retain your statements. If you require historical statements, Transamerica Funds may charge $10 per statement year up to a maximum of $50 per Social Security Number. Financial reports for the Fund, which include a list of the holdings, will be mailed twice a year to all shareholders. eDelivery By enrolling in eDelivery, you are notified via e-mail when shareholder documents are available for viewing on our website such as account statements, financial transaction confirmations, prospectuses, tax forms, and annual and semi-annual reports. With eDelivery, you can save time by receiving e-mail notifications days before documents might be received through the postal service; reduce clutter by reducing the amount of paper for filing, shredding, or recycling; lower environmental impact by cutting paper waste and transportation requirements; and enjoy added security by accessing your information electronically through our secure website link. Once your account is established, visit our website at www.transamericafunds.com. Click on Resources, and select Individual Investor. When you have logged into your account, select the “Electronic Delivery” option and follow the simple enrollment steps provided.

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Distributions and Taxes

The Torray Resolute Fund

New Fund

TAXES AND DISTRIBUTIONS The Fund declares and pays dividends quarterly and net capital gains at least annually. All distributions will be invested in shares of the Fund unless you elect on your account application to receive distributions in cash. You can elect to cancel cash payments by notifying the Fund’s transfer agent, in writing, prior to the date of distribution. Your choice will be effective for distributions paid after the Fund receives your written notice. The maximum tax rate for individual taxpayers applicable to long-term capital gains and income from certain qualifying dividends on certain corporate stock is generally either 15% or 20%, depending on whether the individual’s income exceeds certain threshold amounts. A shareholder will also have to satisfy a more than 60-day holding period for the Fund shares with respect to any distributions of qualifying dividends in order to obtain the benefit of the lower tax rates. These rate reductions do not apply to corporate taxpayers. For taxable years beginning after December 31, 2012, an additional 3.8% Medicare tax will be imposed on certain net investment income (including ordinary dividends and capital gain distributions received from the Fund and net gains from redemptions or other taxable dispositions of Fund shares) of U.S. individuals, estates and trusts to the extent that such person’s “modified adjusted gross income” (in the case of an individual) or “adjusted gross income” (in the case of an estate or trust) exceeds certain threshold amounts. The Fund will distribute substantially all of its investment income and capital gains, if any. The dividends and distributions you receive may be subject to federal, state and local taxation, depending upon your tax situation. Capital gains distributions may be taxable at different rates depending on the length of time the Fund holds its securities. Short-term capital gains are taxed as ordinary income. Each redemption of Fund shares is a taxable event. The Fund will generally withhold 30% (or lower applicable treaty rate) on distributions made to shareholders that are not citizens or residents of the United States. You should consult a tax advisor regarding your investment in the Fund.

DISTRIBUTIONS AND TAXES Dividends and Distributions The fund will distribute all or substantially all of its net investment income and net capital gains, if any, to its shareholders each year. Dividends will be reinvested in additional shares unless you elect to take your dividends in cash. The fund generally pays any dividends and other distributions annually. Taxes on Distributions in General Taxable income consists generally of net investment income and any capital gains. The fund will not generally have to pay income tax on amounts it distributes to shareholders. Shareholders will generally be taxed on distributions, whether such distributions are paid in cash or reinvested in additional shares. The following are guidelines for how certain distributions by a fund are generally taxed to non-corporate shareholders under current federal income tax law: •     Distributions of net capital gain (i.e., the excess of net long-term capital gain over net short-term capital loss) will be taxed as long-term capital gains at rates of up to 20%, regardless of how long the shareholders have held their shares. •     Distributions reported as paid from a fund’s “qualified dividend income” may be taxable to shareholders as qualified dividend income at rates of up to 20%. Qualified dividend income generally is income derived from certain dividends from U.S. corporations or certain foreign corporations that are either incorporated in a U.S. possession or eligible for tax benefits under certain U.S. income tax treaties. In addition, dividends that a fund receives in respect of stock of certain foreign corporations will be qualified dividend income if that stock is readily tradable on an established U.S. securities market. A shareholder (and the fund in which the shareholder invests) will have to satisfy certain holding period requirements in order to obtain the benefit of the tax rates applicable to qualified dividend income. •     Distributions in excess of the fund’s earnings and profits will, as to each shareholder, be treated as a return of capital to the extent of the shareholder’s basis in his or her fund shares, and as a capital gain thereafter (assuming the shareholder holds the shares as capital assets). A distribution treated as a return of capital will not be taxable currently but will reduce the shareholder’s tax basis in his or her shares, which will generally increase the gain (or decrease the loss) that will be recognized on a subsequent sale or exchange of the shares.

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The Torray Resolute Fund

New Fund

•     Other distributions generally will be taxed at the ordinary income tax rate applicable to the shareholder. A 3.8% Medicare contribution tax generally applies to all or a portion of the net investment income of a shareholder who is an individual and not a nonresident alien for federal income tax purposes and who has adjusted gross income (subject to certain adjustments) that exceeds a threshold amount. This 3.8% tax also applies to all or a portion of the undistributed net investment income of certain shareholders that are estates or trusts. For these purposes, dividends, interest, and certain capital gains are generally taken into account in computing a shareholder’s net investment income. If the fund declares a dividend in October, November, or December, payable to shareholders of record in such a month, and pays it in the following January, shareholders will be taxed on the dividend as if they received it in the year in which it was declared. The fund will send you a tax report annually summarizing the amount and tax aspects of your distributions. If you buy shares of the fund shortly before it makes a taxable distribution, the distribution will be generally taxable to you even though it may actually be a return of a portion of your investment. This is known as “buying a dividend.” Investors who invest through tax-deferred accounts, such as IRAs, 403(b) accounts, and qualified retirement plans, will ordinarily not be subject to tax until a distribution is made from the account, at which time such distribution is generally taxed as ordinary income, even if the distribution is wholly or partly attributable to exempt-interest dividends received by the tax-deferred account. These accounts are subject to complex tax rules, and tax-deferred account investors should therefore consult their tax advisers regarding their investments in a tax-deferred account. Taxes on the Sale or Exchange of Shares If you sell shares of the fund or exchange them for shares of another fund, you generally will have a capital gain or loss, which will generally be a long-term capital gain or loss if you held the shares for more than one year; otherwise it will generally be a short-term capital gain or loss. Any loss recognized on shares held for six months or less is treated as a long-term capital loss to the extent of any amounts treated as distributions of long-term capital gain that were received with respect to the shares. Any gain or loss on the sale or exchange of shares is computed by subtracting your tax basis in the shares from the redemption proceeds in the case of a sale or the value of the shares received in the case of an exchange. Because your tax basis depends on the original purchase price, on the price at which any dividends may have been reinvested, and on the amount of any distributions treated as returns of capital for federal income tax purposes, you should be sure to keep account statements so that you or your tax return preparer will be able to determine whether a sale will result in a taxable gain or loss.

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The Torray Resolute Fund

New Fund

Withholding Taxes A fund in which you invest may be required to apply backup withholding of U.S. federal income tax on all distributions payable to you (including exempt-interest dividends) if you fail to provide the funds with your correct taxpayer identification number or to make required certifications, or if you have been notified by the IRS that you are subject to backup withholding. The backup withholding rate is 28%. Backup withholding is not an additional tax, but is a method by which the IRS ensures that it will collect taxes otherwise due. Any amounts withheld may be credited against your U.S. federal income tax liability. Backup withholding will not be applied to payments that have been subject to the 30% withholding tax applicable to shareholders that are not U.S. persons. Non-Resident Alien Withholding Dividends and certain other payments (but not distributions of net capital gains) to persons who are not citizens or residents of the United States or U.S. entities (“Non-U.S. Persons”) are generally subject to U.S. tax withholding at the rate of 30%. For fund taxable years beginning on or before December 31, 2013, 30% withholding will not be imposed on any dividends reported as interest-related dividends or as short-term capital gain dividends. The fund intends to withhold U.S. federal income tax at the rate of 30% on taxable distributions and other payments to Non-U.S. Persons that are subject to withholding, regardless of whether a lower rate may be permitted under an applicable treaty. If you are a non-U.S. person, you must provide a U.S. mailing address to establish an account unless your broker-dealer firm submits your account through the National Securities Clearing Corporation. Your broker-dealer will be required to submit a foreign certification form. Investors changing a mailing address to a non-U.S. address will be required to have a foreign certification form completed by their broker-dealer and returned to us before future purchases can be accepted. Additionally, those shareholders will need to provide an appropriate tax form (generally, FormW-8BEN) and documentary evidence and letter of explanation. Unless certain non-U.S. entities that hold fund shares comply with IRS requirements that will generally require them to report information regarding U.S. persons investing in, or holding accounts with, such entities, a 30% withholding tax may apply to fund distributions (but not distributions of exempt-interest dividends) payable to such entities after December 31, 2013 (or, in certain cases, after later dates) and redemptions and certain capital gain dividends payable to such entities after December 31, 2016. A non-U.S. shareholder may be exempt from the withholding described in this paragraph under an applicable intergovernmental agreement between the U.S. and a foreign government, provided that the shareholder and the applicable foreign government comply with the terms of such agreement.

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The Torray Resolute Fund

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Other Tax Information This tax discussion is for general information only. In addition to federal income taxes, you may be subject to state, local or foreign taxes on payments received from, and investments made in shares of, the fund. More information is provided in the fund’s SAI. You should also consult your own tax adviser for information regarding all tax consequences applicable to your investments in the funds.

Other Distribution or Service Arrangements; Disclosure of Portfolio Holdings

This section will also help you compare certain distribution arrangements of The Torray Resolute Fund with those of the New Fund.

The Torray Resolute Fund	New Fund
Other Distribution or Service Arrangements	Other Distribution and Service Arrangements
PAYMENTS TO THIRD PARTIES BY THE MANAGER The Manager may, out of its own resources, and without additional direct cost to the Fund or its shareholders, provide compensation to certain financial intermediaries, such as broker-dealers and financial advisers, in connection with sales of shares of the Fund. This compensation is generally made to those intermediaries that provide shareholder servicing, marketing support, broker education, and/or access to sales meetings, sales representatives and management representatives of the intermediary. Compensation may also be paid to intermediaries for inclusion of the Fund on a sales list, including a preferred or select sales list, in other sales programs or as an expense reimbursement in cases where the intermediary provides shareholder services to Fund shareholders. Please be aware that the Fund may use brokers who sell shares of the Fund to effect portfolio transactions. The Fund does not consider the sale of Fund shares as a factor when selecting brokers to effect portfolio transactions. The Fund has adopted procedures which address these matters. You should note that if one mutual fund sponsor makes greater distribution assistance payments than another, your broker or financial adviser and his or her firm may have an incentive to recommend one fund complex over another.	TCI, TAM and their affiliates may enter into arrangements with affiliated entities that provide administrative, recordkeeping and other services with respect to one or more of the funds. Payment for these services is made by TCI, TAM and their affiliates out of past profits and other available sources and may take the form of internal credit, recognition or cash payments. TCI, TAM and their affiliates may also enter into similar arrangements with unaffiliated entities. TCI engages in wholesaling activities designed to support, maintain, and increase the number of financial intermediaries who sell shares of the funds. Wholesaling activities include, but are not limited to, recommending and promoting, directly or through intermediaries, the funds to financial intermediaries and providing sales training, retail broker support and other services. Payment for these activities is made by TCI, TAM and their affiliates out of past profits and other available sources, including revenue sharing payments from others. TCI (in connection with, or in addition to, wholesaling services), TAM and fund sub-advisers, directly or through TCI, out of their past profits and other available sources, typically provide cash payments or non-cash compensation to brokers and other financial intermediaries who have sold shares of the funds, promote the distribution of the funds or render investor services to fund shareholders. Such payments and compensation are in addition to the sales charges, Rule 12b-1 Plan fees, service fees and other fees that may be paid, directly or indirectly, to such brokers and other financial intermediaries. These arrangements are sometimes referred to as “revenue sharing” arrangements. The amount of revenue sharing payments is substantial and may be substantial to any given recipient. The presence of these payments and the basis on which an intermediary compensates its registered representatives or salespersons may create an incentive for a particular intermediary, registered representative or salesperson to highlight, feature or recommend the funds, at least in part, based on the level of compensation paid. Revenue sharing arrangements are separately negotiated. Revenue sharing payments are not an additional charge to the funds.

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The Torray Resolute Fund

New Fund

Such additional cash payments may be made to brokers and other financial intermediaries that provide services to the funds and/or fund shareholders, including (without limitation) shareholder servicing, marketing support and/or access to meetings and/or events, sales representatives and management representatives of the broker or other financial intermediaries. Cash compensation may also be paid to brokers and other financial intermediaries for inclusion of a fund on a sales list, including a preferred or select sales list, in other sales programs, or as an expense reimbursement or compensation in cases where the broker or other financial intermediary provides services to fund shareholders. To the extent permitted by applicable law, TCI and other parties may pay or allow other incentives and compensation to brokers and other financial intermediaries. TCI and the other parties making these payments generally assess the advisability of continuing making these payments periodically. These cash payments may take a variety of forms, including (without limitation) reimbursement of ticket charges, additional compensation for sales, on-going fees for shareholder servicing and maintenance of investor accounts, and finder’s fees that vary depending on the fund or share class and the dollar amount of shares sold. Revenue sharing payments can be calculated: (i) as a percentage of gross or net sales; (ii) as a percentage of gross or net assets under management; and/or (iii) as a fixed or negotiated flat fee dollar amount. These payments are made on a periodic basis, such as monthly or quarterly. During 2012, in general, payments calculated as a percentage of sales ranged from 5 basis points (0.05%) to 45 basis points (0.45%), payments calculated as a percentage of assets under management ranged from 2.5 basis points (0.025%) to 20 basis points (0.20%), and flat annual fees ranged from $15,000 to $100,000, which included at times payments for a series of meetings and/or events of other broker-dealers and banks. As of December 31, 2012, TCI had such revenue sharing arrangements with at least 15 brokers and other financial intermediaries, of which some of the more significant include: Hantz Financial Services, Inc.; US Bancorp Investments, Inc.; Suntrust Investments Services; CCO Investments Services Corp.; LPL Financial; Raymond James Financial Services; Ameriprise Financial Services, Inc.; Bank of America – Merrill Lynch; Citigroup-Morgan Stanley Smith Barney; PNC Investments; Raymond James and Associates; UBS Financial Services; AXA Advisors, LLC; andWells Fargo Advisors, LLC. For the calendar year ended December 31, 2012, TCI paid approximately $8,216,683 to various brokers and other financial intermediaries in connection with revenue sharing arrangements. TCI expects to have revenue sharing arrangements with a number of brokers and other financial intermediaries in 2013, including some or all of the foregoing brokers and financial intermediaries, among others, on terms similar to those discussed above.

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The Torray Resolute Fund

New Fund

For the same period, TCI received revenue sharing payments totaling $3,976,728 from the following financial services firms to participate in functions, events and meetings, among other things: Aegon USA Investment Management, LLC, AllianceBernstein L.P., BlackRock Financial Management, Inc., CBRE Clarion Securities LLC, Jennison Associates LLC, J.P. Morgan Investment Inc., Logan Circle Partners, LP, Madison Asset Management, LLC, MFS Investment Management, Morgan Stanley Investment Management Inc., Morningstar Associates LLC, Natixis Global Asset Management, OppenheimerFunds, Inc., Pacific Investment Management Company LLC, Systematic Financial Management L.P., Thompson, Siegel & Walmsley LLC and Wellington Management Company, LLP. TAM also serves as investment adviser to certain funds of funds that are underlying investment options for Transamerica insurance products. TCI and its affiliates receive revenue sharing payments from affiliates of certain underlying unaffiliated funds for the provision of services to investors and distribution activities. In addition, while TCI typically pays most of the sales charge applicable to the sale of fund shares to brokers and other financial intermediaries through which purchases are made, TCI may, on occasion, pay the entire sales charge. (Additional information about payments of sales charges to brokers is available in the section titled “Dealer Reallowances” of the SAI.) From time to time, TCI, its affiliates and/or TAM and/or fund sub-advisers may also, to the extent permitted by applicable law, pay non-cash compensation or revenue sharing to brokers and other financial intermediaries and their sales representatives in the form of, for example: (i) occasional gifts or prizes; (ii) occasional meals, tickets or other entertainment; and/or (iii) sponsorship support of broker marketing events, programs, sales contests, promotions or other activities. Such non-cash compensation may also include, in part, assistance with the costs and expenses associated with travel, lodging, and educational sales and promotional meetings, seminars, programs and conferences, entertainment and meals to the extent permitted by law. TCI and TAM may also make payments in connection with the sponsorship by Transamerica or its affiliates of special events which may be attended by brokers and other financial intermediaries. The non-cash compensation to sales representatives and compensation or reimbursement received by brokers and other financial intermediaries through sales charges, other fees payable from the funds, and/or revenue sharing arrangements for selling shares of the funds may be more or less than the overall compensation or reimbursement on similar or other products and may influence your broker or other financial intermediary to present and recommend the funds over other investment options available in the marketplace. In addition, depending on the arrangements in place at any particular time, your broker or other financial intermediary may have a financial incentive for recommending a particular class of fund shares over other share classes.

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The Torray Resolute Fund	New Fund
	Shareholders may obtain more information about these arrangements, including the conflicts of interests that such arrangements may create, from their brokers and other financial intermediaries, and should so inquire if they would like additional information. A shareholder may ask his/her broker or financial intermediary how he/she will be compensated for investments made in the funds. Revenue sharing payments, as well as payments under the shareholder services and distribution plan (where applicable), also benefit TAM, TCI and their affiliates to the extent the payments result in more assets being invested in the funds on which fees are being charged. Although a fund may use financial firms that sell fund shares to effect transactions for the fund’s portfolio, the fund and its investment adviser or sub-adviser will not consider the sale of fund shares as a factor when choosing financial firms to effect those transactions. Class I shares of the funds may be offered through certain brokers and financial intermediaries (“service agents”) that have established a shareholder servicing relationship with Transamerica Funds on behalf of their customers. Service agents may impose additional or different conditions than Transamerica Funds on purchases, redemptions or exchanges of fund shares by their customers. Service agents may also independently establish and charge their customers transaction fees, account fees or other amounts in connection with purchases, sales and redemptions of fund shares in addition to any fees charged by Transamerica Funds. These additional fees may vary over time and would increase the cost of the customer’s investment and lower investment returns. Each service agent is responsible for transmitting to its customers a schedule of any such fees and information regarding any additional or different conditions regarding purchases, redemptions and exchanges. Shareholders who are customers of service agents should consult their service agents for information regarding these fees and conditions. Among the service agents with whom Transamerica Funds may enter into a shareholder servicing relationship are firms whose business involves or includes investment consulting, or whose parent or affiliated companies are in the investment consulting business, that may recommend that their clients utilize TAM’s investment advisory services or invest in the funds or in other products sponsored by TAM and its affiliates.
DISCLOSURE OF FUND PORTFOLIO HOLDINGS	Disclosure of Portfolio Holdings
A complete list of the Fund’s portfolio holdings is publicly available on a quarterly basis through applicable filings made with the SEC on Forms N-CSR and N-Q. Additional information is also available on the Fund’s website at www.torray.com. A description of the Fund’s policies and procedures with respect to the disclosure of its portfolio securities is provided in the Statement of Additional Information.	A detailed description of the fund’s policies and procedures with respect to the disclosure of its portfolio holdings is available in the SAI and available on the Transamerica Funds website at www.transamericafunds.com.

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COMPARISON OF PRINCIPAL INVESTMENT RISKS

This section will help you compare the risks of The Torray Resolute Fund with those of the New Fund. The Funds have similar principal investment risks.

The Torray Resolute Fund	New Fund
Principal Investment Risks	Principal Investment Risks
General Risk. All investments are subject to inherent risks, and an investment in the Fund is no exception. Accordingly, you may lose money by investing in the Fund and investors face the risk that Torray LLC’s (the “Manager’s”) business analyses prove faulty. Market Risk. The value of the Fund’s investments will fluctuate as markets fluctuate and could decline over short- or long-term periods. Focused Portfolio Risk. The Fund attempts to invest in a limited number of securities. Accordingly, the Fund may have more volatility and is considered to have more risk than a fund that invests in a greater number of securities because changes in the value of a single security may have a more significant effect, either negative or positive, on the Fund’s net asset value (“NAV”). To the extent the Fund invests its assets in fewer securities, the Fund is subject to greater risk of loss if any of those securities becomes permanently impaired. No Guarantee. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.	•   Cash Management and Defensive Investing – The value of investments held by the fund for cash management or defensive investing purposes can fluctuate. Like other fixed income securities, cash and cash equivalent securities are subject to risk, including market, interest rate and credit risk. If the fund holds cash uninvested, the fund will be subject to the credit risk of the depository institution holding the cash, it will not earn income on the cash and the fund’s yield will go down. To the extent that the fund’s assets are used for cash management or defensive investing purposes, it may not achieve its objective. •   Equity Securities – Equity securities represent an ownership interest in an issuer, rank junior in a company’s capital structure and consequently may entail greater risk of loss than debt securities. Equity securities include common and preferred stocks. Stock markets are volatile. The price of equity securities fluctuates based on changes in a company’s financial condition and overall market and economic conditions. If the market prices of the equity securities owned by the fund fall, the value of your investment in the fund will decline. •   Expenses –Your actual costs of investing in the fund may be higher than the expenses shown in this prospectus for a variety of reasons. For example, expense ratios may be higher than those shown if overall net assets decrease. Net assets are more likely to decrease and fund expense ratios are more likely to increase when markets are volatile. •   Focused Investing – To the extent the fund invests in one or more countries, regions, sectors or industries, or in a limited number of issuers, the fund will be more susceptible to negative events affecting those countries, regions, sectors, industries or issuers. Local events, such as political upheaval, financial troubles, or natural disasters may disrupt a country’s or region’s securities markets. Geographic risk is especially high in emerging markets. •   Growth Stocks – Returns on growth stocks may not move in tandem with returns on other categories of stocks or the market as a whole. Growth stocks may be particularly susceptible to larger price swings or to adverse developments. Growth stocks as a group may be out of favor and underperform the overall equity market for a long period of time, for example, while the market favors “value” stocks.

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The Torray Resolute Fund

New Fund

•   Manager – The sub-adviser to the fund actively manages the fund’s investments. Consequently, the fund is subject to the risk that the methods and analyses employed by the sub-adviser may not produce the desired results. This could cause the fund to lose value or its results to lag relevant benchmarks or other funds with similar objectives. •   Market Risk – The market prices of the fund’s securities may go down, sometimes rapidly or unpredictably, due to general market conditions, such as real or perceived adverse economic or political conditions, inflation, changes in interest rates or currency rates, lack of liquidity in the markets or adverse investor sentiment. Adverse market conditions may be prolonged and may not have the same impact on all types of securities. Market prices of securities also may go down due to events or conditions that affect particular sectors, industries or issuers. When market prices fall, the value of your investment will go down. The fund may experience a substantial or complete loss on any individual security. The financial crisis that began in 2008 has caused a significant decline in the value and liquidity of many securities of issuers worldwide. Some governmental and non-governmental issuers (notably in Europe) have defaulted on, or been forced to restructure, their debts, and many other issuers have faced difficulties obtaining credit. These market conditions may continue, worsen or spread, including in the U.S., Europe and beyond. In response to the financial crisis, the U.S. and other governments and the Federal Reserve and certain foreign central banks have taken steps to support financial markets. The withdrawal of this support, failure of efforts in response to the crisis, or investor perception that these efforts are not succeeding could negatively affect financial markets generally as well as the value and liquidity of certain securities. High public debt in the U.S. and other countries creates 2 ongoing systemic and market risks and policymaking uncertainty. In addition, policy and legislative changes in the U.S. and in other countries are affecting many aspects of financial regulation. The impact of these changes, and the practical implications for market participants, may not be fully known for some time. •   Portfolio Selection – The value of your investment may decrease if the sub-adviser’s judgment about the quality, relative yield, value or market trends affecting a particular security or issuer, industry, sector, region or market segment, or about the economy or interest rates is incorrect.

INFORMATION ABOUT THE PROPOSED REORGANIZATION

Agreement and Plan of Reorganization

The proposed Reorganization will be governed by the Agreement, the form of which is attached to this Prospectus/Proxy Statement as Appendix 1. The Agreement provides that The Torray Resolute Fund will transfer all of its assets to the New Fund solely in exchange for the issuance of full and fractional Reorganization Shares and the assumption of all The Torray Resolute Fund’s liabilities. The Reorganization Shares will be issued on or about March 1, 2014, or such other date as may be agreed upon by the parties (the “Closing Date”). The following discussion of the Agreement is qualified in its entirety by the full text of the Agreement.

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The Torray Resolute Fund will transfer all of its assets to the New Fund, and in exchange, the New Fund will assume all liabilities of The Torray Resolute Fund and deliver to The Torray Resolute Fund the number of full and fractional Class I shares of the New Fund having an aggregate net asset value equal to the net asset value of the shares of The Torray Resolute Fund. On or as soon after the Closing Date as is possible (the “Liquidation Date”), The Torray Resolute Fund will distribute in complete liquidation of The Torray Resolute Fund, pro rata to its shareholders of record, all of the Reorganization Shares received by The Torray Resolute Fund. This distribution will be accomplished by the transfer of Reorganization Shares credited to the account of The Torray Resolute Fund on the books of the New Fund to open accounts on the share records of the New Fund in the name of The Torray Resolute Fund shareholders, and representing the respective pro rata number of Reorganization Shares due such shareholders. All issued and outstanding shares of The Torray Resolute Fund will simultaneously be canceled on the books of The Torray Resolute Fund. As a result of the proposed transaction, each The Torray Resolute Fund shareholder will receive a number of Reorganization Shares equal in value as of the Valuation Time to the value of The Torray Resolute Fund shares previously held by such shareholder.

The consummation of the Reorganization is subject to the terms and conditions and on the representations and warranties set forth in the Agreement. The Agreement may be terminated by mutual agreement of the Trust on behalf of The Torray Resolute Fund and Transamerica Funds on behalf of the New Fund. In addition, either the Trust or Transamerica Funds may at its option terminate the Agreement at or before the Closing Date due to a determination by the Board of the Trust or the Board of Transamerica Funds that the consummation of the transactions contemplated therein is not in the best interests of The Torray Resolute Fund or the New Fund, respectively.

Pursuant to the Agreement, TAM and Torray have agreed to share all costs associated with each Fund’s participation in the Reorganization.

Conflicts of Interest

The Reorganization is expected to benefit TAM and Torray. TAM has engaged Torray as the sub-adviser for the New Fund. TAM would benefit from the management fees it receives from the New Fund and from the addition of a fund with strong historical performance to the Transamerica family of funds, while Torray would benefit from the sub-advisory fees it receives for managing the portfolio of the New Fund, and from Transamerica’s distribution capabilities which may result in asset growth over time.

TAM and Torray have entered into an agreement under which TAM has agreed that, under certain circumstances, it (and not the New Fund) will pay to Torray a specified amount if the Torray sub-advisory agreement for the New Fund is terminated within a three-year period. Neither the New Fund nor The Torray Resolute Fund is a party to the agreement, and the agreement is not binding upon the Funds or the Funds’ Boards. However, these arrangements present certain conflicts of interest because TAM has a financial incentive to support the continuation of the Torray sub-advisory agreement for as long as the arrangements remain in effect. The Boards of each Fund received information about the agreement in connection with its consideration of the Reorganization.

Description of the Reorganization Shares

Reorganization Shares will be issued to The Torray Resolute Fund’s shareholders in accordance with the Agreement as described above. The Reorganization Shares will be Class I shares of the New Fund.

Board’s Considerations Relating to the Proposed Reorganization

At a meeting held on October 22, 2013, the Board of Trustees of the Trust unanimously approved the terms and conditions of the Agreement.

During the meeting, the Trustees, with the advice and assistance of counsel, reviewed and considered, among other things:

• Torray LLC, the investment adviser of The Torray Resolute Fund, will serve as the sub-adviser to the New Fund;

• The same portfolio manager, using substantially the same principal investment strategies and portfolio management techniques used with respect to The Torray Resolute Fund, will be responsible for the day-to-day investment management of the New Fund;

• The New Fund will have the same investment objective and substantially similar principal investment strategies as The Torray Resolute Fund, and the fundamental investment restrictions of the New Fund and The Torray Resolute Fund will be substantially similar;

• The New Fund’s investment advisory fee will be lower than The Torray Resolute Fund’s investment advisory fee;

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• Transamerica Asset Management, Inc. (“TAM”), the New Fund’s investment adviser, has contractually agreed to cap total expenses of the Class I shares of the New Fund at 0.95% through March 1, 2015;

• The Torray Resolute Fund could benefit from potential long-term economies of scale and increased distribution capabilities that may result from the consummation of the reorganization and the fund’s inclusion in the larger Transamerica family of funds;

• The exchange of The Torray Resolute Fund shares for shares of the New Fund in the reorganization will not result in income, gain or loss being recognized for federal income tax purposes by an exchanging shareholder;

• The reputation, financial strength, resources and capabilities of TAM may benefit the New Fund;

• The benefit of increased distribution capabilities available to the New Fund may result in asset growth over time and additional cost savings and scale advantages;

• The services available to shareholders of the New Fund will be substantially similar to the services available to shareholders of The Torray Resolute Fund;

• The current size ($12.5 million as of September 30, 2013) and limited prospects for future asset growth may impact the viability of The Torray Resolute Fund;

• The Torray Resolute Fund has not been able to date to attract sufficient assets so as to achieve desired economies of scale; and

• Neither The Torray Resolute Fund nor its shareholders will bear any of the costs or expenses of the proposed reorganization.

The Board based its determinations on such considerations, although the Board did not identify any consideration or particular information that was controlling of its determinations and each Trustee may have attributed different weights to the various factors. Based on all of the foregoing, the Board concluded that The Torray Resolute Fund’s participation in the proposed Reorganization would be in the best interests of The Torray Resolute Fund and would not dilute the interests of The Torray Resolute Fund’s existing shareholders. The Board, including those Board members who are not “interested persons” of the Trust, as defined in the 1940 Act (the “Independent Trustees”), unanimously recommends that shareholders of The Torray Resolute Fund approve the Agreement and the transactions it contemplates.

Certain Federal Income Tax Consequences

It is a condition to each Fund’s obligation to consummate the Reorganization that the Funds receive a tax opinion from Bingham McCutchen LLP (which opinion will be based on certain factual representations and certain customary assumptions) substantially to the effect that, on the basis of the existing provisions of the Internal Revenue Code of 1986, as amended (the “Code”), Treasury regulations promulgated thereunder, current administrative rules and court decisions, for federal income tax purposes:

(a) The transfer of all the assets of The Torray Resolute Fund to the New Fund in exchange solely for Reorganization Shares and the assumption by the New Fund of all the liabilities of The Torray Resolute Fund followed by the pro rata distribution by The Torray Resolute Fund of all the Reorganization Shares to The Torray Resolute Fund shareholders in complete liquidation of The Torray Resolute Fund will constitute a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code and each Fund will be a “party to a reorganization,” within the meaning of Section 368(b) of the Code, with respect to the Reorganization.

(b) No gain or loss will be recognized by the New Fund upon the receipt of all the assets of The Torray Resolute Fund solely in exchange for Reorganization Shares and the assumption by the New Fund of all the liabilities of The Torray Resolute Fund.

(c) The basis in the hands of the New Fund of The Torray Resolute Fund’s assets transferred to the New Fund in the Reorganization will be the same as the basis of such assets to The Torray Resolute Fund immediately before the Reorganization, increased by the amount of gain (or decreased by the amount of loss), if any, recognized by The Torray Resolute Fund upon the transfer.

(d) The holding period of each such asset of The Torray Resolute Fund in the hands of the New Fund, other than any asset with respect to which gain or loss is required to be recognized in the Reorganization, will include the period during which the asset was held by The Torray Resolute Fund (except where investment activities of the New Fund have the effect of reducing or eliminating the holding period with respect to an asset).

(e) No gain or loss will be recognized by The Torray Resolute Fund upon the transfer of all its assets to the New Fund solely in exchange for Reorganization Shares and the assumption by the New Fund of all the liabilities of The Torray Resolute Fund or upon the distribution of such Reorganization Shares by The Torray Resolute Fund to The Torray Resolute Fund’s shareholders in complete liquidation of The Torray Resolute Fund, except for (A) any gain

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or loss that may be recognized with respect to contracts subject to Section 1256 of the Code, (B) any gain that may be recognized on the transfer of stock in a “passive foreign investment company” as defined in Section 1297(a) of the Code and (C) any other gain or loss that may be required to be recognized upon the transfer of an asset regardless of whether such transfer would otherwise be a non-taxable transaction under the Code.

(f) No gain or loss will be recognized by The Torray Resolute Fund’s shareholders upon the exchange of their The Torray Resolute Fund shares solely for Reorganization Shares in the Reorganization.

(g) The aggregate basis of the Reorganization Shares that each The Torray Resolute Fund shareholder receives in connection with the Reorganization will be the same as the aggregate basis of his or her The Torray Resolute Fund shares exchanged therefore.

(h) Each The Torray Resolute Fund shareholder’s holding period for his or her Reorganization Shares received in connection with the Reorganization will include the period during which he or she held The Torray Resolute Fund shares exchanged therefore, provided that he or she held such The Torray Resolute Fund shares as capital assets on the date of the Reorganization.

(i) The taxable year of The Torray Resolute Fund will not end as a result of the Reorganization. The part of the last taxable year of The Torray Resolute Fund beginning before the Reorganization will be included in the first taxable year of the New Fund ending after the Reorganization.

Notwithstanding the above, no opinion will be expressed as to any other federal tax issues (except those set forth above) and any state, local or foreign tax issues of any kind.

This description of the federal income tax consequences of the Reorganization is made without regard to the particular facts and circumstances of any shareholder. Shareholders are urged to consult their own tax advisors as to the specific consequences to them of the Reorganization, including the applicability and effect of federal, state, local, non-U.S. and other tax laws.

Capital Loss Carryforwards

Federal income tax law permits a regulated investment company to carry forward its net capital losses for a period of up to eight taxable years. The Reorganization is not expected to result in limitations on the New Fund’s ability to use the capital loss carryforwards of The Torray Resolute Fund that originated prior to the Reorganization.

Capitalization

The following table shows, as of [                    , 2014] the capitalization of each Fund and the pro forma combined capitalization of the New Fund, giving effect to the proposed Reorganization as of that date:

Fund	Net Assets				Net Asset Value Per Share				Shares Outstanding
The Torray Resolute Fund		$	[__	]		$	[__	]		[__	]
New Fund Class I			—				—			—
Pro Forma New Fund Class I		$	[__	]		$	[__	]		[__	]

INFORMATION ABOUT MANAGEMENT OF THE FUNDS

Investment Advisers, Sub-Adviser and Portfolio Manager

The Torray Resolute Fund. 7501 Wisconsin Avenue, Suite 750W, Bethesda, Maryland 20814. Pursuant to a written management contract (“Management Agreement”) between The Torray Resolute Fund (the “Fund”) and Torray LLC (the “Manager”) and subject to such policies as the Trustees of the Fund may determine, the Manager, at its expense, will furnish continuously an investment program for the Fund and will make investment decisions on behalf of the Fund and place all orders for the purchase and sale of portfolio securities subject always to applicable investment objectives, policies and restrictions. The Fund pays the Manager a fee, computed daily and payable monthly, at the annual rate of 1.00% of the Fund’s average daily assets. The Manager is a Maryland limited liability company organized in 2005. The Manager is the successor to the Fund’s prior investment adviser, The Torray Corporation.

Pursuant to the Management Agreement and subject to the control of the Trustees, the Manager also manages, supervises and conducts the other affairs and business of the Fund, furnishes office space and equipment, provides bookkeeping and certain clerical services and pays all fees and expenses of the officers of the Fund. As indicated under “Brokerage Services,” the Fund’s portfolio transactions may be placed with brokers which furnish the Manager, without cost, certain research, statistical and quotation services of value to it or its affiliates in advising the Fund or their other clients. In so doing, the Fund may incur greater brokerage commissions than it might otherwise pay.

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The Management Agreement has been approved by the Trustees of the Fund. By its terms, the Management Agreement will continue in force from year to year, but only so long as its continuance is approved at least annually by the Trustees at a meeting called for that purpose or by the vote of a majority of the outstanding shares of the Fund. The Management Agreement automatically terminates on assignment, and is terminable upon notice by the Fund. In addition, the Management Agreement may be terminated on not more than 60 days’ notice by the Manager to the Fund. In the event the Manager ceases to be the Manager of the Fund, the right of the Fund to use the identifying name of “Torray” may be withdrawn.

The table below sets forth the management fees paid by the Fund for the fiscal years ended December 31, 2011 and 2012. The Fund commenced operations on December 31, 2010 and therefore did not pay a management fee prior to 2011.

Management Fees Paid
2012	2011
$34,766	$16,691

The Fund pays, in addition to the management fee described above, all expenses not borne by the Manager, including, without limitation, fees and expenses of the Trustees, interest charges, taxes, brokerage commissions, expenses of issue or redemption of shares, fees and expenses of registering and qualifying the shares of the Fund for distribution under federal and state laws and regulations, charges of custodians, auditing and legal expenses, reports to shareholders, expenses of meetings of shareholders, expenses of printing and mailing prospectuses, proxy statements and proxies to existing shareholders and insurance premiums.

The Management Agreement provides that the Manager shall not be subject to any liability in connection with the performance of its services thereunder in the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of its obligations and duties.

The Manager has contractually agreed to waive fees and/or reimburse operating expenses of the Fund in order to limit the total annual operating expenses of the Fund to 1.25% of Fund’s average daily net assets through May 1, 2014. This expense limitation agreement may only be amended by the Fund’s Board of Trustees. For the fiscal year ended December 31, 2012, the Manager waived fees (including management fees) and reimbursed expenses in the amount of $84,400 and for the fiscal year ended December 31, 2011, the Manager waived fees (including management fees) and reimbursed expenses in the amount of $78,041.

Nicholas C. Haffenreffer is a Principal of Torray LLC and the manager of the Fund. He has managed the Fund since its inception. The Fund’s SAI provides additional information about the portfolio manager’s compensation, other accounts managed and ownership of Fund shares.

New Fund. Following the Reorganization, TAM will assume the role of the New Fund’s investment adviser. TAM, located at 570 Carillon Parkway, St. Petersburg, FL 33716, serves as investment adviser for Transamerica Funds. As of December 31, 2012, TAM had approximately $54.5 billion in assets under management. TAM renders “manager of managers” services for the Transamerica Mutual Funds by, among other things, hiring investment sub-advisers to furnish daily investment management services. TAM will enter into a sub-advisory agreement with Torray pursuant to which Torray will act as sub-adviser to the New Fund. For these sub-advisory services, TAM will pay Torray an annual sub-advisory management fee of 0.25% of the New Fund’s assets up to $150 million of average daily net assets; 0.22% of the next $500 million of average daily net assets; 0.20% the next $500 million of average daily net assets; and 0.175% of average daily net assets in excess of $1.15 billion, based on the New Fund’s average daily net assets. The sub-advisory management fee will be paid on a monthly basis by TAM and not by the New Fund.

TAM and the registered funds that it manages, including the New Fund, have obtained an exemptive order (the “Order”) from the SEC permitting TAM, on behalf of the New Fund and subject to the approval of the Transamerica Funds Board, including a majority of the Board members who are not “interested persons” (as the term is defined in the 1940 Act) of Transamerica Funds, to hire or terminate unaffiliated sub-advisers and to modify any existing or future sub-advisory agreement with an unaffiliated sub-adviser without shareholder approval. The initial sole shareholder of the New Fund has approved the manager of managers arrangement.

The Board of Transamerica Funds can terminate the sub-advisory agreement with Torray and replace Torray with another unaffiliated sub-adviser without shareholder approval under the terms of the Order. By approving the Reorganization, shareholders are agreeing to the terms and structure of the New Fund, including the terms and conditions of the Order.

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TAM is directly owned by Western Reserve Life Assurance Co. of Ohio (77%) (“Western Reserve”) and AUSA Holding Company (23%) (“AUSA”), both of which are indirect, wholly owned subsidiaries of Aegon NV. AUSA is wholly owned by Aegon USA, LLC (“Aegon USA”), a financial services holding company whose primary emphasis is on life and health insurance, and annuity and investment products. Aegon USA is owned by Aegon US Holding Corporation, which is owned by Transamerica Corporation (DE). Transamerica Corporation (DE) is owned by The Aegon, which is owned by Aegon International B.V., which is owned by Aegon NV, a Netherlands corporation, and a publicly traded international insurance group.

Effective as of the closing date of the Reorganization (the “Closing Date”), contractual arrangements have been made with TAM, through March 1, 2015, to waive fees and/or reimburse fund expenses to the extent that the New Fund’s total operating expenses exceed 0.95% for Class I shares, excluding, as applicable, 12b-1 fees, acquired fund fees and expenses, interest, taxes, brokerage commissions, dividend and interest expenses on securities sold short, extraordinary expenses and other expenses not incurred in the ordinary course of the New Fund’s business. TAM will consider renewal of and further reductions to this limit on an annual basis. TAM is entitled to reimbursement by the New Fund of fees waived or expenses reduced during any of the previous 36 months if on any day or month the estimated annualized fund operating expenses are less than the cap.

Mr. Haffenreffer, the portfolio manager of The Torray Resolute Fund, will act as portfolio manager of the New Fund.

ADDITIONAL INFORMATION ABOUT THE TORRAY FUND AND TRANSAMERICA FUNDS

Trustees and Officers. The trustees and officers of the Trust (of which The Torray Resolute Fund is a series) are different from those of Transamerica Funds (of which the New Fund is a series). The following individuals comprise the Board of Trustees of the Trust: William M. Lane (interested Trustee), Carol T. Crawford, Bruce C. Ellis, Robert P. Moltz and Wayne Shaner (Chairman).

The following individuals comprise the Board of Trustees of Transamerica Funds: Thomas A. Swank (interested Trustee), Alan Warrick (interested Trustee), Sandra N. Bane, Leo J. Hill, David W. Jennings, Russell A. Kimball, Jr., Eugene M. Mannella, Norman R. Nielsen, Joyce G. Norden, Patricia L. Sawyer and John W. Waechter.

Independent Registered Public Accounting Firm (“Auditor”). The Torray Resolute Fund’s Auditor is BBD, LLP. The New Fund’s Auditor is Ernst and Young LLP.

Other Service Providers. BNY Mellon Investment Servicing (US) Inc. serves as custodian, accountant, administrator and transfer agent to the Trust. Foreside Funds Distributors LLC serves as principal underwriter of the Trust.

Transamerica Capital, Inc. (“TCI”), an affiliate of TAM, is the distributor for the New Fund. Transamerica Fund Services, Inc., an affiliate of TAM and TCI, serves as the administrator, transfer agent and bookkeeping and pricing agent for the New Fund. TFS has outsourced the provision of certain administrative services to State Street Bank and Trust Company and certain transfer agency services to Boston Financial Data Services, Inc. State Street Bank and Trust Company is custodian for the New Fund.

Charter Documents. The Torray Resolute Fund is a series of a Massachusetts business trust. The New Fund is a series of a Delaware statutory trust. The Trust (of which The Torray Resolute Fund is a series) and Transamerica Funds (of which the New Fund is a series) are governed by their respective trust instruments, by-laws and applicable state law. Additional information about the trust instruments and by-laws of the Trust and Transamerica Funds is provided below.

Shares. The Trust is authorized to issue an unlimited number of shares of beneficial interest of The Torray Resolute Fund. Shareholders have no preemptive rights.

Transamerica Funds is authorized to issue an unlimited number of shares of beneficial interest of the New Fund, no par value, from an unlimited number of series of shares. Shares of each series of Transamerica Funds have no preemptive rights.

Voting Rights. On each matter submitted to a vote of shareholders of The Torray Resolute Fund, each shareholder is entitled to one vote for each whole share and each fractional share is entitled to a fractional vote. On each matter submitted to a vote of shareholders of the New Fund, each shareholder is entitled to one vote for each share held (with proportional fractional votes for fractional shares). On any matter submitted to a vote of shareholders of Transamerica Funds, except when required by the 1940 Act or when the Trustees have determined that the matter affects only the interests of one or more series or classes, then only the shareholders of such series or classes shall be entitled to vote.

Shareholder Meetings. The Trust is organized as a business trust under the laws of the Commonwealth of Massachusetts. As such, the Trust is not required to, and does not, have annual meetings. Nonetheless, the Board of Trustees may call a special meeting of shareholders for action by shareholder vote as may be required by the 1940 Act or as required or permitted by the Agreement and Declaration of Trust and By-Laws of the Trust. Shareholders retain the right to request that a meeting of the shareholders be held for the purpose of considering matters requiring shareholder approval.

Shareholder Liability. Both the Trust and Transamerica Funds’ trust instruments disclaim shareholder liability for the debts, liabilities, obligations and expenses of the Trust or Transamerica Funds or any of their respective series and provide indemnification for all losses and expenses of any shareholder held liable for the obligations of The Torray Resolute Fund or the New Fund, respectively.

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Trustee Liability. Both the Trust and Transamerica Funds indemnify trustees against all liabilities and expenses incurred by reason of being a trustee to the fullest extent permitted by law, except that the Trust and Transamerica Funds do not provide indemnification for liabilities due to a trustee’s willful misfeasance, bad faith, gross negligence or reckless disregard of such trustee’s duties.

The foregoing is a very general summary of certain provisions of the trust instruments and by-laws governing the Funds. It is qualified in its entirety by reference to the respective trust instruments and by-laws.

Fundamental Investment Policies of the Funds

The Torray Resolute Fund and the New Fund have each adopted certain fundamental investment policies which may not be changed without the affirmative vote of the holders of a “majority of the outstanding voting securities” (as defined in the 1940 Act) of the Fund. Under the 1940 Act, the vote of a majority of the outstanding voting securities means the affirmative vote of the lesser of (i) 67% or more of the shares of the applicable Fund represented at the meeting, if at least 50% of all outstanding shares of the Fund are represented at the meeting, or (ii) 50% or more of the outstanding shares of the Fund entitled to vote at the meeting. The following lists the fundamental investment policies for The Torray Resolute Fund and the New Fund.

The Torray Resolute Fund

Without a vote of the majority of the outstanding voting securities of the Fund, the Fund will not take any of the following actions:

(1) Borrow money in excess of 5% of the value (taken at the lower of cost or current value) of the Fund’s total assets (not including the amount borrowed) at the time the borrowing is made, and then only from banks as a temporary measure to facilitate the meeting of redemption requests (and not for leverage) or for extraordinary or emergency purposes.

(2) Pledge, hypothecate, mortgage or otherwise encumber its assets in excess of 10% of the Fund’s total assets (taken at cost), and then only to secure borrowings permitted by Restriction 1 above.

(3) Purchase securities on margin, except such short-term credits as may be necessary for the clearance of purchases and sales of securities.

(4) Make short sales of securities or maintain a short position for the account of the Fund unless at all times when a short position is open the Fund owns an equal amount of such securities or owns securities which, without payment of any further consideration, are convertible into or exchangeable for securities of the same issue as, and equal in amount to, the securities sold short.

(5) Underwrite securities issued by other persons except to the extent that, in connection with the disposition of its portfolio investments, it may be deemed to be an underwriter under federal securities laws.

(6) Purchase or sell real estate, although it may invest in securities of issuers which deal in real estate, including securities of real estate investment trusts, and may purchase securities which are secured by interests in real estate.

(7) Purchase or sell commodities or commodity contracts, including future contracts.

(8) Make loans, except by purchase of debt obligations or by entering into repurchase agreements.

(9) Invest in securities of any issuer if, immediately after such investment, more than 5% of the total assets of the Fund (taken at current value) would be invested in the securities of such issuer, except that up to 25% of the Fund’s total assets taken at current value may be invested without regard to such 5% limitation; provided, however, that this limitation does not apply to obligations issued or guaranteed as to interest and principal by the U.S. government or its agencies or instrumentalities.

(10) Acquire more than 10% of the voting securities of any issuer.

(11) Concentrate more than 25% of the value of its total assets in any one industry.

(12) Issue senior securities, except to the extent permitted by the Investment Company Act of 1940, as amended (the “1940 Act”), by a Securities and Exchange Commission (“SEC”) exemptive order, or by the SEC.

New Fund

(1) Borrowing. The fund may not borrow money, except as permitted under the 1940 Act, and as interpreted, modified or otherwise permitted by regulatory authority having jurisdiction.

(2) Underwriting Securities. The fund may not engage in the business of underwriting the securities of other issuers except as permitted by the 1940 Act.

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(3) Making Loans. The fund may make loans only as permitted under the 1940 Act, and as interpreted, modified or otherwise permitted by regulatory authority having jurisdiction, from time to time.

(4) Senior Securities. The fund may not issue any senior security, except as permitted under the 1940 Act, and as interpreted, modified or otherwise permitted from time to time by regulatory authority having jurisdiction.

(5) Real Estate. The fund may not purchase or sell real estate except as permitted by the 1940 Act.

(6) Commodities. The fund may not purchase physical commodities or contracts relating to physical commodities, except as permitted from time to time under the 1940 Act, and as interpreted, modified or otherwise permitted by regulatory authority having jurisdiction.

(7) Concentration of Investments. The fund may not make any investment if, as a result, the fund’s investments will be concentrated in any one industry, as the relevant terms are used in the 1940 Act, as interpreted or modified by regulatory authority having jurisdiction, from time to time.

INFORMATION ABOUT VOTING AND THE SPECIAL MEETING

General. Pursuant to the Agreement, TAM and Torray have agreed to share all costs associated with each Fund’s participation in the Reorganization.

In addition to solicitation by mail, certain officers and representatives of the Trust, officers, employees or agents of Torray or TAM, and certain financial service firms and their representatives, who will receive no extra compensation for their services, may solicit voting instructions/proxies by telephone, telegram, telegraph or in person. In addition, a representative from [                            ], a firm authorized by TAM to assist in the solicitation of proxies and voting instructions, may contact you to solicit your proxy by mail, by telephone or by internet. [                            ] has been retained to assist in the solicitation of the proxies and it is estimated will receive approximately $[__] for its services.

As of November 25, 2013 (the “Record Date”), The Torray Resolute Fund had 873,821.327 shares outstanding.

Only shareholders of record on the Record Date will be entitled to notice of and to vote at the Special Meeting.

Proposals of Shareholders. The Trust is organized as a business trust under the laws of the Commonwealth of Massachusetts. As such, the Trust is not required to, and does not, have annual meetings. Nonetheless, the Board of Trustees may call a special meeting of shareholders for action by shareholder vote as may be required by the 1940 Act or as required or permitted by the Amended and Restated Agreement and Declaration of Trust and By-Laws of the Trust. Shareholders of The Torray Resolute Fund who wish to present a proposal for action at a future meeting should submit a written proposal to the Trust for inclusion in a future proxy statement. Shareholders retain the right to request that a meeting of the shareholders be held for the purpose of considering matters requiring shareholder approval.

Other Matters to Come Before the Special Meeting. The Board is not aware of any matters that will be presented at the Special Meeting other than that set forth in this Prospectus/Proxy Statement. Should any other matters requiring a vote of shareholders arise, the accompanying proxy card will confer upon the person or persons entitled to vote the shares represented by such proxy the discretionary authority to vote the shares as to any such other matters in accordance with their judgment.

Quorum. A majority of the outstanding shares of The Torray Resolute Fund constitutes a quorum for the transaction of business. If the necessary quorum to transact business, or the vote required to approve the proposal, is not obtained at the Special Meeting, the persons named as proxies may propose one or more adjournments of the Special Meeting to permit further solicitation of proxies.

Voting. Approval of the proposal requires the affirmative vote of a majority of the outstanding shares of The Torray Resolute Fund entitled to vote on the proposal. For this purpose, the term “vote of a majority of the outstanding shares entitled to vote” shall mean the vote of the lesser of:

(1) 67% or more of the voting securities present at such meeting, if more than 50% of the outstanding voting securities of The Torray Resolute Fund are present or represented by proxy; or

(2) more than 50% of the outstanding voting securities of The Torray Resolute Fund.

Each valid proxy card received in time for the Special Meeting will be voted in accordance with the instructions on the proxy card as the persons named in the proxy card determine on such other business as may come before the Special Meeting.

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The Trust has also arranged to have votes recorded by telephone. Please have the proxy card in hand and call the number on the enclosed materials and follow the instructions. After a shareholder provides his or her voting instructions, those instructions are read back to the shareholder and the shareholder must confirm his or her voting instructions before disconnecting the telephone call. The voting procedures used in connection with telephone voting are designed to reasonably authenticate the identity of shareholders, to permit shareholders to authorize the voting of their shares in accordance with their instructions and to confirm that their instructions have been properly recorded.

Shareholders may also vote over the Internet by following the instructions in the enclosed materials. Shareholders will be prompted to enter the control number on the enclosed proxy card. Follow the instructions on the screen, using the proxy ballot as a guide. The voting procedures used in connection with internet voting are designed to reasonably authenticate the identity of shareholders, to permit shareholders to authorize the voting of their shares in accordance with their instructions and to confirm that their instructions have been properly recorded.

For the Reorganization proposal, to the extent not designated, the shares will be voted FOR approval of the Reorganization. Proxies may be revoked at any time before they are voted either (i) by a written revocation received by the Secretary of the Trust, (ii) by properly executing a later-dated proxy that is received by the Trust at or prior to the Special Meeting or (iii) by attending the Special Meeting and voting in person. Merely attending the Special Meeting without voting, however, will not revoke a previously submitted proxy.

In tallying votes, abstentions and broker non-votes (i.e., shares held by brokers or nominees as to which instructions have not been received from the beneficial owners or persons entitled to vote and the broker or nominee does not have discretionary voting power) will be counted for purposes of determining whether a quorum is present for purposes of convening the Special Meeting. Abstentions and broker non-votes will have the effect of being counted as votes against the Reorganization proposal.

Share Ownership. As of the Record Date, the officers and trustees of The Torray Fund beneficially owned the following percentage of The Torray Resolute Fund:

Shareholder	Title	% Owned
Robert E. Torray	President		68.2002	%
2700 Calvert Street, NW
Washington, DC 20008
William M Lane	Executive Vice President		1.9147	%
4424 Walsh Street	Chief Financial Officer
Chevy Chase, MD 20815
Barbara C. Warder	Chief Compliance Officer		1.9024	%
411 Duke Street
Alexandria, VA 22314

The officers and trustees of Transamerica Funds as a group beneficially owned less than 1% of the outstanding shares of The Torray Resolute Fund. The following shareholders owned of record or beneficially 5% or more of the outstanding shares of The Torray Resolute Fund as of the Record Date:

Shareholder Name and Address	Percent
Charles Schwab & Co. FBO Schwab Customers Special Custody Account ATTN: Mutual Funds 101 Montgomery Street San Francisco, CA 94104-4122	19.7906%

As of the date of this Prospectus/Proxy Statement, no shares of the New Fund have been issued.

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FINANCIAL HIGHLIGHTS

The Financial Highlights of The Torray Resolute Fund for the past five fiscal years and the six month period ended June 30, 2013 are shown below. The Financial Highlights table is intended to help you understand a fund’s performance for the past five years (or since its inception if less than five years) and for the most recent semi-annual period. The total returns in the table represent the rate an investor would have earned (or lost) on an investment in the fund for the period shown, assuming reinvestment of all dividends and distributions.

Information has been derived from financial statements audited by BBD, LLP, an Independent Registered Public Accounting firm, whose report, along with the The Torray Resolute Fund’s financial statements, is included in the December 31, 2012 Annual Report, which is available to you upon request.

[PDF to be dropped into filing by RRD]

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Appendix 1

FORM OF AGREEMENT AND PLAN OF REORGANIZATION

  This AGREEMENT AND PLAN OF REORGANIZATION (“Agreement”) is made as of this [    ] day of [    ], 20[    ], by and among Transamerica Funds, a Delaware statutory trust (the “Acquiring Trust”), with its principal place of business at 570 Carillon Parkway, St. Petersburg, Florida 33716, on behalf of its series Transamerica Concentrated Growth (the “Acquiring Fund”), and The Torray Fund, a Massachusetts business trust (the “Acquired Trust”), with its principal place of business at 7501 Wisconsin Avenue, Suite 750W, Bethesda, Maryland 20814, on behalf of its series The Torray Resolute Fund (the “Acquired Fund”).

  WHEREAS, the Acquired Fund and the Acquiring Fund are each a series of an open-end management investment company registered pursuant to the Investment Company Act of 1940, as amended (the “1940 Act”);

  WHEREAS, the Acquiring Fund has been organized in order to continue the business and operations of the Acquired Fund;

WHEREAS, the Acquiring Fund currently has no assets and has carried on no business activities prior to the date first shown above and will have had no assets and will have carried on no business activities prior to the consummation of the transactions described herein;

WHEREAS, it is intended that, for United States federal income tax purposes (i) the transaction contemplated by this Agreement constitute a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) this Agreement constitute a plan of reorganization within the meaning of Section 368 of the Code and Treasury Regulations Sections 1.368-2(g) and 1.368-3(a);

WHEREAS, the reorganization will consist of (1) the sale, assignment, conveyance, transfer and delivery of all of the property and assets of the Acquired Fund to the Acquiring Fund in exchange solely for (a) Class I shares of beneficial interest of the Acquiring Fund (the “Acquiring Fund Shares”), and (b) the assumption by the Acquiring Fund of all liabilities of the Acquired Fund, and (2) the subsequent distribution of the Acquiring Fund Shares (which shall then constitute all of the assets of the Acquired Fund) to the shareholders of the Acquired Fund in complete redemption of the undesignated shares of beneficial interest (which are all of the shares of beneficial interest) of the Acquiring Fund (the “Acquired Fund Shares”) and the liquidation of the Acquired Fund, as provided herein (the “Reorganization”), all upon the terms and conditions hereinafter set forth in this Agreement;

WHEREAS, the Board of Trustees of the Acquiring Trust (the “Acquiring Trust Board”) has determined, with respect to the Acquiring Fund, that the sale, assignment, conveyance, transfer and delivery of all of the property and assets of the Acquired Fund in exchange for Acquiring Fund Shares and the assumption of all liabilities of the Acquired Fund by the Acquiring Fund is in the best interests of the Acquiring Fund and its shareholders and that the interests of the existing shareholders of the Acquiring Fund will not be diluted as a result of this transaction; and

WHEREAS, the Board of Trustees of the Acquired Trust (the “Acquired Trust Board”) has determined, with respect to the Acquired Fund, that the sale, assignment, conveyance, transfer and delivery of all of the property and assets of the Acquired Fund in exchange for Acquiring Fund Shares and the assumption of all liabilities of the Acquired Fund by the Acquiring Fund is in the best interests of the Acquired Fund and its shareholders and that the interests of the existing shareholders of the Acquired Fund will not be diluted as a result of this transaction;

NOW, THEREFORE, in consideration of the premises and of the covenants and agreements hereinafter set forth, the parties hereto covenant and agree as follows:

1. TRANSFER OF ASSETS OF THE ACQUIRED FUND TO THE ACQUIRING FUND IN EXCHANGE FOR ACQUIRING FUND SHARES, THE ASSUMPTION OF ALL OF THE ACQUIRED FUND LIABILITIES AND THE LIQUIDATION OF THE ACQUIRED FUND

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1.1    Subject to requisite approvals and the other terms and conditions herein set forth and on the basis of the representations and warranties contained herein, the Acquired Trust, on behalf of the Acquired Fund, agrees to sell, assign, convey, transfer and deliver all of its property and assets attributable to that Acquired Fund, as set forth in paragraph 1.2, to the Acquiring Fund, and the Acquiring Trust, on behalf of the Acquiring Fund, agrees in exchange therefor: (a) to deliver to the Acquired Fund the number of full and fractional Acquiring Fund Shares corresponding to the Acquired Fund Shares as of the time and date set forth in paragraph 3.1, determined by dividing the value of the Acquired Fund’s net assets (computed in the manner and as of the time and date set forth in paragraph 2.1) by the net asset value of one share of Acquiring Fund Shares (computed in the manner and as of the time and date set forth in paragraph 2.2); and (b) to assume all liabilities of the Acquired Fund as set forth in paragraph 1.2. Such transactions shall take place on a closing date as provided for in paragraph 3.1 (the “Closing Date”).

1.2    (a) The property and assets of the Acquired Trust attributable to the Acquired Fund to be sold, assigned, conveyed, transferred and delivered to and acquired by the Acquiring Trust, on behalf of the Acquiring Fund, shall consist of all assets and property of every kind and nature of the Acquired Fund, including, without limitation, all rights, receivables (including dividend, interest and other receivables), cash, cash equivalents, claims (whether absolute or contingent, known or unknown), securities, commodities and futures interests, good will and other intangible property, originals or copies of or access to all books and records of the Acquired Fund, any deferred or prepaid expenses and all interests, rights, privileges and powers, the Acquired Fund owns at the Valuation Time (as defined in paragraph 2.1) (collectively, “Assets”). The Acquiring Trust, on behalf of the Acquiring Fund, shall assume all of the liabilities and obligations of the Acquired Fund, whether accrued or contingent, known or unknown, existing at the Valuation Time (collectively, “Liabilities”). The Acquired Fund will promptly assign, convey, transfer and deliver to the Acquiring Trust, on behalf of the Acquiring Fund, any rights, stock dividends, cash dividends or other securities received by the Acquired Fund after the Closing Date as stock dividends, cash dividends or other distributions on or with respect to the property and assets transferred, which rights, stock dividends, cash dividends and other securities shall be deemed included in the property and assets transferred to the Acquiring Trust, on behalf of the Acquiring Fund, at the Closing Date and shall not be separately valued, in which case any such distribution that remains unpaid as of the Closing Date shall be included in the determination of the value of the assets of the Acquired Fund acquired by the Acquiring Trust on behalf of the Acquiring Fund.

(b)   The Acquired Trust will, at least thirty (30) business days prior to the Closing Date, furnish the Acquiring Fund with a list of the then-held securities of the Acquired Fund, and shall identify any investments of the Acquired Fund being fair valued by the Acquired Fund or being valued based on broker-dealer quotes.

1.3    The Acquired Fund will make reasonable efforts to discharge all of its known Liabilities that are then due and payable prior to the Valuation Time.

1.4    Immediately following the actions contemplated by paragraph 1.1, the Acquired Trust shall take such actions as may be necessary or appropriate to complete the liquidation of the Acquired Fund. To complete the liquidation, the Acquired Trust, on behalf of the Acquired Fund, shall (a) distribute to the shareholders of record of the Acquired Fund Shares as of the Closing Date (“Acquired Fund Shareholders”), on a pro rata basis, the Acquiring Fund Shares received by the Acquired Trust, on behalf of that Acquired Fund, pursuant to paragraph 1.1, in complete redemption of the Acquired Fund Shares, and (b) liquidate the Acquired Fund in accordance with applicable state law. Such distribution and redemption shall be accomplished, with respect to the Acquired Fund Shares by the transfer of the Acquiring Fund Shares then credited to the account of the Acquired Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the names of the Acquired Fund Shareholders. The aggregate net asset value of the Acquiring Fund Shares to be so credited to the Acquired Fund Shareholders shall be equal to the aggregate net asset value of the Acquired Fund Shares owned by the Acquired Fund Shareholders on the Closing Date. All issued Acquired Fund Shares will be canceled on the books of the Acquired Fund. The Acquiring Fund shall not issue certificates representing Acquiring Fund Shares in connection with such exchange.

1.5    Ownership of Acquiring Fund Shares will be shown on the books of the Acquiring Fund as maintained by the Acquiring Fund’s transfer agent.

1.6    Any reporting responsibility of the Acquired Fund, including, but not limited to, the responsibility for filing regulatory reports, tax returns for periods ending on or before the Closing Date, or other documents with the Securities and Exchange Commission (“Commission”), any state securities commission, and any federal, state or local tax authorities or any other relevant regulatory authority, is and shall remain the responsibility of the Acquired Trust, on behalf of the Acquired Fund. The Acquiring Trust shall fully cooperate to the extent necessary or desirable for these responsibilities to be discharged.

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2. VALUATION

2.1    The value of the Assets and the amount of the Liabilities of the Acquired Fund shall be determined as of the time for calculation of its net asset value as set forth in the then-current prospectus for the Acquired Fund, and after the declaration of any dividends by the Acquired Fund, on the applicable Closing Date (such time and date being hereinafter called the “Valuation Time”), computed using the valuation procedures established by the Acquired Trust Board.

2.2    The net asset value per share of the Acquiring Fund Shares of the Acquiring Fund shall be determined as of the time for calculation of the Acquiring Fund’s net asset value as set forth in the then-current prospectus for the Acquiring Fund on the Valuation Time, computed using the valuation procedures established by the Acquiring Trust Board.

3. CLOSING AND CLOSING DATE

3.1    Subject to the terms and conditions set forth herein, the Closing Date shall be March 1, 2014, or such other date as the parties may agree. All acts taking place at the closing of the transactions provided for in this Agreement (“Closing”) shall be deemed to take place simultaneously as of the “close of business” on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m., Eastern Time, or such later time on that date as the Acquired Fund’s net asset value and/or the net asset value per share of the Acquiring Fund Shares is calculated in accordance with Article 2 and after the declaration of any dividends. The Closing shall be held at the offices of Transamerica Asset Management, Inc. (“TAM”), 570 Carillon Parkway, St. Petersburg, Florida 33716, or at such other time and/or place as the parties may agree.

3.2    At the Closing. the Acquired Trust shall direct The Bank of New York Mellon (the “Acquired Fund Custodian”) to transfer ownership of the Assets from the accounts of the Acquired Fund that the Acquired Fund Custodian maintains as custodian for the Acquired Fund to State Street Bank and Trust Company (the “Acquiring Fund Custodian”) for the accounts of the Acquiring Fund that the Acquiring Fund Custodian maintains as custodian for the Acquiring Fund. The Acquired Trust shall, within one business day after the Closing, deliver to the Acquiring Trust a certificate of an authorized officer stating that (i) the Assets of the Acquired Fund have been so transferred as of the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets of the Acquired Fund, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made.

3.3    The Acquired Trust shall direct BNY Mellon Investment Servicing (US) Inc., in its capacity as transfer agent for the Acquired Fund (“Transfer Agent”), to deliver to the Acquiring Trust, within one business day after the Closing, a certificate of an authorized officer stating that its records contain the name and address of each Acquired Fund Shareholder and the number and percentage ownership of the outstanding Acquired Fund Shares owned by each such shareholder immediately prior to the Closing. With one business day after the Closing, the Acquiring Fund shall deliver to the Secretary of the Acquired Fund a confirmation evidencing that (a) the appropriate number of Acquiring Fund Shares of the appropriate class have been credited to the Acquired Fund’s account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.4 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.4. At the Closing, each party shall deliver to the other party such bills of sale, checks, assignments, share certificates, if any, receipts or other documents as the other party or its counsel may reasonably request.

3.4    In the event that on the Valuation Time (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund (each, an “Exchange”) shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Acquired Fund or the Acquiring Fund is impracticable (in the judgment of the Acquiring Trust Board with respect to the Acquiring Fund and the Acquired Trust Board with respect to the Acquired Fund), the Closing Date shall be postponed until the first Friday (that is also a business day) after the day when trading shall have been fully resumed and reporting shall have been restored.

3.5    The Acquired Trust shall deliver at the Closing a list of the names, addresses, federal taxpayer identification numbers, tax basis and holding period information, and backup withholding and nonresident alien withholding statuses of the Acquired Fund Shareholders as of the Valuation Time, along with documentation regarding withholding statuses (e.g., Forms W-8 and W-9) for Acquired Fund Shareholders.

4. REPRESENTATIONS AND WARRANTIES

4.1    Except as has been fully disclosed to the Acquiring Trust in Schedule 4.1 of this Agreement, the Acquired Trust, on behalf of the Acquired Fund, represents and warrants to the Acquiring Trust and the Acquiring Fund as follows:

(a)    The Acquired Fund is duly established as a series of the Acquired Trust, which is a business trust duly organized, validly existing and in good standing under the laws of the Commonwealth of Massachusetts, with power under its Agreement and Declaration of Trust (the “Acquired Trust Declaration”), to own all of its assets and to carry on its business as it is being conducted as of the date hereof. The Acquired Trust is duly qualified to do business as a foreign trust in each jurisdiction in which the conduct of

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its business makes such qualification necessary except where the failure to so qualify would not have a material adverse effect on the condition (financial or otherwise), business, properties, net assets or results of operations of the Acquired Trust. The Acquired Trust has all necessary federal, state and local authorization to carry on its business as now being conducted and to fulfill the terms of this Agreement, except as set forth in paragraph 4.1(c).

(b)    The Acquired Trust is a registered open-end management investment company, and its registration with the Commission as an investment company under the 1940 Act, and the registration of the Acquired Fund Shares under the Securities Act of 1933, as amended (the “1933 Act”), is in full force and effect.

(c)    No consent, approval, authorization, or order of any court or governmental authority is required for the consummation by the Acquired Fund of the transactions contemplated herein, except such as may be required under the 1933 Act, the Securities Exchange Act of 1934, as amended (the “1934 Act”), the 1940 Act, state securities laws and the Hart-Scott-Rodino Act.

(d)    The current prospectus and statement of additional information of the Acquired Fund (true and correct copies of which have been delivered to the Acquiring Trust) and each prospectus and statement of additional information of the Acquired Fund used during the three (3) years prior to the date of this Agreement conforms or conformed at the time of its use in all material respects to the applicable requirements of the 1933 Act and the 1940 Act and the rules and regulations of the Commission thereunder and does not or did not at the time of its use include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not materially misleading.

(e)    On the Closing Date, the Acquired Trust, on behalf of the Acquired Fund, will have good and marketable title to the Acquired Fund’s Assets and full right, power and authority to sell, assign, convey, transfer and deliver such Assets hereunder free of any liens or other encumbrances, and upon delivery and payment for the Assets, the Acquiring Trust, on behalf of the Acquiring Fund, will acquire good and marketable title thereto, subject to no restrictions on the full transfer thereof, excluding such restrictions as might arise under the 1933 Act.

(f)    The Acquired Fund is not engaged currently, and the execution, delivery and performance of this Agreement by the Acquired Trust, on behalf of the Acquired Fund, will not result, in a material violation of Massachusetts law or of the Acquired Trust Declaration or the by-laws of the Acquired Trust, or of any agreement, indenture, instrument, contract, lease or other undertaking to which the Acquired Trust, on behalf of the Acquired Fund, is a party or by which it is bound, and the execution, delivery and performance of this Agreement by the Acquired Trust, on behalf of the Acquired Fund, will not result in the acceleration of any material obligation, or the imposition of any material penalty, under any agreement, indenture, instrument, contract, lease, judgment or decree to which the Acquired Trust, on behalf of the Acquired Fund, is a party or by which it is bound.

(g)    All material contracts or other commitments of the Acquired Fund (other than this Agreement and those contracts listed in Schedule 4.1) will terminate without liability to the Acquired Fund on or prior to the Closing Date. Each contract listed in Schedule 4.1 is a valid, binding and enforceable obligation of the Acquired Fund and, to the Acquired Fund’s knowledge, the other parties thereto (assuming due authorization, execution and delivery by the other parties thereto) and the assignment by the Acquired Fund to the Acquiring Fund of each such contract will not result in the termination of such contract, any breach or default thereunder by the Acquired Fund or the imposition of any penalty thereunder.

(h)    No litigation or administrative proceeding or investigation of or before any court or governmental body is pending or, to the Acquired Trust’s knowledge, threatened against the Acquired Trust, with respect to the Acquired Fund or any of its properties or assets, that, if adversely determined, would materially and adversely affect its financial condition or the conduct of the Acquired Fund’s business. The Acquired Trust, on behalf of the Acquired Fund, is not a party to or subject to the provisions of any order, decree or judgment of any court or governmental body that materially and adversely affects the Acquired Fund’s business or the Acquired Trust’s ability to consummate the transactions herein contemplated on behalf of the Acquired Fund.

(i)    The Statement of Assets and Liabilities, Statements of Operations and Changes in Net Assets and Schedule of Investments of the Acquired Fund as at the last day of and for the most recently completed fiscal year of the Acquired Fund prior to the date of this Agreement have been audited by BBD, LLP, independent registered public accounting firm, and are in accordance with accounting principles generally accepted in the United States of America (“GAAP”) consistently applied, and such statements (true and correct copies of which have been furnished to the Acquiring Trust) present fairly, in all material respects, the financial condition of the Acquired Fund as of such date and for such period in accordance with GAAP, and there are no known contingent, accrued or other liabilities of the Acquired Fund required to be reflected on a balance sheet (including the notes thereto) in accordance with GAAP as of such date that are not disclosed therein.

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(j)    Since the last day of the most recently completed fiscal year of the Acquired Fund prior to the date of this Agreement, there has not been any material adverse change in the Acquired Fund’s financial condition, assets, liabilities or business, or any incurrence by the Acquired Fund of indebtedness for money borrowed maturing more than one year from the date such indebtedness was incurred. For the purposes of this subparagraph (j), a decline in net asset value per share of Acquired Fund Shares due to declines in market values of securities held by the Acquired Fund, the discharge of Acquired Fund liabilities, or the redemption of Acquired Fund Shares by shareholders of the Acquired Fund shall not constitute a material adverse change.

(k)    All federal and other tax returns, dividend reporting forms and other tax-related reports of the Acquired Fund required by law to have been filed (taking into account any extensions) shall have been timely filed (taking such extensions into account) and shall be correct in all material respects, and all federal and other taxes shown as due or required to be shown as due from the Acquired Fund on such tax returns, forms and reports shall have been paid or provision shall have been made for the payment thereof and, to the best of the Acquired Trust’s knowledge, no such return is currently under audit and no outstanding assessment has been asserted with respect to such returns.

(l)    The Acquired Fund is a separate series of the Acquired Trust that is treated as a corporation separate from any and all other series of the Acquired Trust under Section 851(g) of the Code. For each taxable year of its operation ending on or before the Closing Date, the Acquired Fund has met the requirements of Subchapter M of Chapter 1 of the Code for qualification and treatment as a “regulated investment company,” has elected to be treated as such, and has been eligible to compute and has computed its federal income tax under Section 852 of the Code. For the taxable year that includes the Closing Date, the Acquired Fund will have met, as of the Closing Date, all requirements of Subchapter M of Chapter 1 of the Code for qualification and treatment as a “regulated investment company” that the Acquired Fund is required to have met as of the Closing Date in order to maintain that qualification and treatment. For each taxable year of its operation ending on or before to the Closing Date, the Acquired Fund will have distributed, on or before the Closing Date, substantially all of (a) its investment company taxable income (as defined in the Code) (computed without regard to any deduction for dividends paid), (b) the excess of its interest income excludable from gross income under Section 103(a) of the Code, if any, over its deductions disallowed under Section 265 and Section 171(a)(2) of the Code, and (c) any net capital gain (as defined in the Code) (after reduction for any allowable capital loss carryover) that has accrued or been recognized, respectively, through the Closing Date such that for all tax periods ending on or before the Closing Date the Acquired Fund will not have any unpaid tax liability under Section 852 of the Code. For each calendar year of its operation ending on or before the Closing Date, the Acquired Fund will have made such distributions, on or before the Closing Date, as are necessary so that for all calendar years ending on or before the Closing Date, the Acquired Fund will not have any unpaid tax liability under Section 4982 of the Code. The Acquired Fund has no earnings and profits accumulated for any taxable year in which the provisions of Subchapter M of the Code did not apply. All dividends paid by the Acquired Fund at any time prior to the Closing Date shall have been deductible pursuant to the dividends-paid deduction under Section 562 of the Code.

(m)    All issued and outstanding Acquired Fund Shares of the Acquired Fund are, and on the Closing Date will be, duly authorized and validly and legally issued and outstanding, fully paid and non-assessable by the Acquired Trust and have been offered and sold in any state, territory or the District of Columbia in compliance in all material respects with applicable registration requirements of all applicable federal and state securities laws. All of the issued and outstanding Acquired Fund Shares of the Acquired Fund will, at the time of Closing, be held by the persons and in the amounts set forth in the records of the Transfer Agent, on behalf of the Acquired Fund, as provided in paragraph 3.3. The Acquired Fund does not have outstanding any options, warrants or other rights to subscribe for or purchase any of the Acquired Fund Shares of the Acquired Fund, nor is there outstanding any security convertible into any of the Acquired Fund Shares of the Acquired Fund.

(n)    The execution, delivery and performance of this Agreement, and the transactions contemplated herein, have been duly authorized by all necessary action on the part of the Acquired Trust Board, on behalf of the Acquired Fund, and this Agreement constitutes a valid and binding obligation of the Acquired Trust, on behalf of the Acquired Fund, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors’ rights and to general equity principles.

(o)    The information to be furnished by the Acquired Trust, on behalf of the Acquired Fund, for use in any documents filed or to be filed with any federal, state or local regulatory authority, which may be necessary in connection with the transaction contemplated hereby, shall be accurate and complete in all material respects and shall comply in all material respects with federal securities and other laws and regulations thereunder applicable thereto.

(p)    The Registration Statement (as defined in paragraph 5.9), insofar as it relates to the Acquired Fund, from the effective date of the Registration Statement through the date of the meeting of shareholders of the Acquired Fund contemplated herein and on the Closing Date, will (i) not contain any statement which, at the time and in the light of the circumstances under which it is made, is false or misleading with respect to any material fact, or which omits to state any material fact necessary in order to make the statements therein not false or misleading (provided that this representation and warranty shall not apply to statements in or omissions

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from the Registration Statement made in reliance upon and in conformity with information that was furnished by the Acquiring Trust, on behalf of the Acquiring Fund, for use therein), and (ii) comply in all material respects with the provisions of the 1934 Act and the 1940 Act and the rules and regulations thereunder.

(q)    The Acquired Fund currently complies in all material respects with, and for the three (3) year period ending on the date of this Agreement, has complied in all material respects with, the requirements of, and the rules and regulations under, the 1933 Act, the 1934 Act, the 1940 Act, state “Blue Sky” laws and all other applicable federal and state laws or regulations. The Acquired Fund currently complies in all material respects with, and for the three (3) year period ending on the date of this Agreement has complied in all material respects with, all investment objectives, policies, guidelines and restrictions and any compliance procedures established by the Acquired Trust with respect to the Acquired Fund. All advertising and sales material used by the Acquired Fund complies in all material respects with, and for the three (3) year period ending on the date of this Agreement has complied in all material respects with, the applicable requirements of the 1933 Act, the 1940 Act, the rules and regulations of the Commission promulgated thereunder, and, to the extent applicable, the Conduct Rules of the Financial Industry Regulatory Authority (“FINRA”) and any applicable state regulatory authority. All registration statements, prospectuses, reports, proxy materials or other filings required to be made or filed with the Commission, FINRA or any state securities authorities by the Acquired Fund during the three (3) year period ending on the date of this Agreement have been duly filed and have been approved or declared effective, if such approval or declaration of effectiveness is required by law. Such registration statements, prospectuses, reports, proxy materials and other filings under 1933 Act, the 1934 Act and the 1940 Act (i) are or were in compliance in all material respects with the requirements of all applicable statutes and the rules and regulations promulgated thereunder and (ii) do not or did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not false or misleading.

(r)    Neither the Acquired Fund nor, to the knowledge of the Acquired Trust, any “affiliated person” of the Acquired Fund has been convicted of any felony or misdemeanor, described in Section 9(a)(1) of the 1940 Act, nor, to the knowledge of the Acquired Trust, has any affiliated person of the Acquired Fund been the subject, or presently is the subject, of any proceeding or investigation with respect to any disqualification that would be a basis for denial, suspension or revocation of registration as an investment adviser under Section 203(e) of the Investment Advisers Act of 1940, as amended (the “Advisers Act”), or Rule 206(4)-4(b) thereunder or of a broker-dealer under Section 15 of the 1934 Act, or for disqualification as an investment adviser, employee, officer or director of an investment company under Section 9 of the 1940 Act.

(s)    The tax representation certificate to be delivered by the Acquired Trust, on behalf of the Acquired Fund, to Bingham McCutchen LLP pursuant to paragraph 8.5 hereof will not on the Closing Date contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading.

(t) There are no certificates representing ownership of Acquired Fund Shares currently outstanding.

4.2    Except as has been fully disclosed to the Acquired Trust in Schedule 4.2 to this Agreement, the Acquiring Trust, on behalf of the Acquiring Fund, represents and warrants to the Acquired Trust and the Acquired Fund as follows:

(a)    The Acquiring Fund is duly established as a series of the Acquiring Trust, which is a statutory trust duly organized, validly existing and in good standing under the laws of the State of Delaware, with the power under the Acquiring Trust’s Declaration of Trust, as amended (the “Acquiring Trust Declaration”), to own all of the assets of the Acquiring Fund and to carry on its business contemplated by this Agreement. The Acquiring Trust is duly qualified to do business as a foreign trust in each jurisdiction in which the conduct of its business makes such qualification necessary except where the failure to so qualify would not have a material adverse effect on the condition (financial or otherwise), business, properties, net assets or results of operations of the Acquiring Trust. The Acquiring Trust has all necessary federal, state and local authorization to carry on its business as now being conducted and to fulfill the terms of this Agreement except as described in paragraph 4.2(c).

(b)    The Acquiring Trust is a registered open-end management investment company, and its registration with the Commission as an investment company under the 1940 Act, and the registration of the Acquiring Fund Shares under the 1933 Act, is in full force and effect or will be in full force and effect as of the Closing Date.

(c)    No consent, approval, authorization, or order of any court or governmental authority is required for the consummation by the Acquiring Fund of the transactions contemplated herein, except such as may be required under the 1933 Act, the 1934 Act, the 1940 Act, state securities laws and the Hart-Scott-Rodino Act.

(d)    The Acquiring Fund is not engaged currently, and the execution, delivery and performance of this Agreement by the Acquiring Trust, on behalf of the Acquiring Fund, will not result, in a material violation of Delaware law or the Acquiring Trust Declaration or the by-laws of the Acquiring Trust, or of any agreement, indenture, instrument, contract, lease or other undertaking to

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which the Acquiring Trust, on behalf of the Acquiring Fund, is a party or by which it is bound, and the execution, delivery and performance of this Agreement by the Acquiring Trust, on behalf of the Acquiring Fund, will not result in the acceleration of any material obligation, or the imposition of any material penalty, under any agreement, indenture, instrument, contract, lease, judgment or decree to which the Acquiring Trust, on behalf of the Acquiring Fund, is a party or by which it is bound.

(e)    No litigation or administrative proceeding or investigation of or before any court or governmental body is pending or, to the Acquiring Trust’s knowledge, threatened against the Acquiring Trust, with respect to the Acquiring Fund, or any of its properties or assets, that, if adversely determined, would materially and adversely affect its financial condition or the conduct of the Acquiring Fund’s business. The Acquiring Trust, on behalf of the Acquiring Fund, is not a party to or subject to the provisions of any order, decree or judgment of any court or governmental body that materially and adversely affects the Acquiring Fund’s business or the Acquiring Trust’s ability to consummate the transactions herein contemplated on behalf of the Acquiring Fund.

(f)    The Acquiring Fund is a newly formed separate series of the Acquiring Trust that, immediately after the Reorganization, will be treated as a corporation separate from any and all other series of the Acquiring Trust under Section 851(g) of the Code.

(g)    On the Closing Date, all issued and outstanding Acquiring Fund Shares will be duly authorized and validly and legally issued and outstanding, fully paid and non-assessable by the Acquiring Trust and will have been offered and sold in any state, territory or the District of Columbia in compliance in all material respects with applicable registration requirements of all applicable federal and state securities laws. The Acquiring Fund does not have outstanding any options, warrants or other rights to subscribe for or purchase any Acquiring Fund Shares, nor is there outstanding any security convertible into any Acquiring Fund Shares.

(h)    The execution, delivery and performance of this Agreement, and the transactions contemplated herein, have been duly authorized by all necessary action on the part of the Acquiring Trust Board, on behalf of the Acquiring Fund, and this Agreement constitutes a valid and binding obligation of the Acquiring Trust, on behalf of the Acquiring Fund, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors’ rights and to general equity principles.

(i)    The information to be furnished by the Acquiring Trust, on behalf of the Acquiring Fund, for use in any documents filed or to be filed with any federal, state or local regulatory authority, which may be necessary in connection with the transaction contemplated hereby, shall be accurate and complete in all material respects and shall comply in all material respects with federal securities and other laws and regulations applicable thereto.

(j)    The Acquiring Fund currently has no assets or liabilities and has carried on no business activities prior to the date first shown above. Prior to the Closing Date, the Acquiring Fund will not have any assets or liabilities or have carried on any business activities.

(k)    Subject to the accuracy of the representations and warranties in paragraph 4.1(l), the taxable year that includes the Closing Date and for subsequent taxable periods, the Acquiring Trust reasonably expects that the Acquiring Fund will meet the requirements of Subchapter M of the Code for qualification as a regulated investment company and will be eligible to, and will, compute its Federal income tax under Section 852 of the Code.

(l)    The Post-Effective Amendments (as defined in paragraph 5.10) to be filed by the Acquiring Trust, insofar as they relate to the Acquiring Fund, pursuant to this Agreement will, on the effective date of the Post-Effective Amendments, comply in all material respects with the 1933 Act and the 1940 Act and the rules and regulations thereunder.

(m)    The Registration Statement (as defined in paragraph 5.9), insofar as it relates to the Acquiring Fund, from the effective date of the Registration Statement through the date of the meeting of shareholders of the Acquired Fund contemplated therein and on the Closing Date, will (i) not contain any statement which, at the time and in the light of the circumstances under which it is made, is false or misleading with respect to any material fact, or which omits to state any material fact necessary to make the statements therein not false or misleading (provided that this representation and warranty shall not apply to statements in or omissions from the Registration Statement made in reliance upon and in conformity with information that was furnished by the Acquired Trust for use therein) and (ii) comply in all material respects with the provisions of the 1933 Act, the 1934 Act and the 1940 Act and the rules and regulations thereunder.

(n)    Neither the Acquiring Fund nor, to the knowledge of the Acquiring Trust, any “affiliated person” of the Acquiring Fund has been convicted of any felony or misdemeanor, described in Section 9(a)(1) of the 1940 Act, nor, to the knowledge of the Acquiring Trust, has any affiliated person of the Acquiring Fund been the subject, or presently is the subject, of any proceeding or investigation with respect to any disqualification that would be a basis for denial, suspension or revocation of registration as an investment adviser under Section 203(e) of the Advisers Act or Rule 206(4)-4(b) thereunder or of a broker-dealer under Section 15 of the 1934 Act, or for disqualification as an investment adviser, employee, officer or director of an investment company under Section 9 of the 1940 Act.

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(o) The tax representation certificate to be delivered by the Acquiring Trust, on behalf of the Acquiring Fund, to Bingham McCutchen LLP at the Closing pursuant to paragraph 8.5 hereof will not on the Closing Date contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading.

5. COVENANTS

The Acquired Trust, on behalf of the Acquired Fund, and the Acquiring Trust, on behalf of the Acquiring Fund, respectively, hereby further covenant as follows:

5.1    The Acquired Fund and the Acquiring Fund each will operate its business in the ordinary course and shall comply in all material respects with all applicable laws, rules and regulations between the date hereof and the Closing Date, it being understood that such ordinary course of business will include the declaration and payment of customary dividends and other distributions, and any other distribution that may be advisable.

5.2    The Acquiring Fund Shares to be acquired by the Acquired Fund hereunder are not being acquired for the purpose of making any distribution thereof, other than in accordance with the terms of this Agreement.

5.3    The Acquired Trust, on behalf of the Acquired Fund, will assist the Acquiring Trust in obtaining such information as the Acquiring Trust reasonably requests concerning the beneficial ownership of the Acquired Fund Shares.

5.4    Subject to the provisions of this Agreement, the Acquiring Trust, on behalf of the Acquiring Fund, and the Acquired Trust, on behalf of the Acquired Fund, each will take, or cause to be taken, all action, and do or cause to be done, all things reasonably necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement.

5.5    The Acquiring Trust, on behalf of the Acquiring Fund, and the Acquired Trust, on behalf of the Acquired Fund, will use all reasonable efforts to fulfill or obtain the fulfillment of the conditions precedent to effect the transaction contemplated by this Agreement as promptly as practicable.

5.6    The Acquired Trust, on behalf of the Acquired Fund, will, from time to time, as and when reasonably requested by the Acquiring Trust, execute and deliver or cause to be executed and delivered all such assignments and other instruments and will take or cause to be taken such further action as the Acquiring Trust, on behalf of the Acquiring Fund, may reasonably deem necessary or desirable in order to vest in and confirm (a) the Acquired Trust’s title to and possession of the Acquiring Fund Shares to be delivered hereunder and (b) the Acquiring Trust’s title to and possession of all the Assets, and to otherwise to carry out the intent and purpose of this Agreement.

5.7    The Acquiring Trust, on behalf of the Acquiring Fund, will use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act and such of the state blue sky or securities laws as may be necessary in order to continue its operations after the Closing Date.

5.8    The Acquired Trust will call a meeting of the shareholders of the Acquired Fund to consider and act upon this Agreement and to take all other action necessary to obtain approval of the transactions contemplated herein.

5.9    The Acquiring Trust, on behalf of the Acquiring Fund, shall prepare and file a registration statement on Form N-14 in compliance with the 1933 Act, the 1934 Act and the 1940 Act and the rules and regulations thereunder with respect to the Reorganization (the “Registration Statement”). The Acquired Trust, on behalf of the Acquired Fund, will provide to the Acquiring Trust such information regarding the Acquired Fund as may be reasonably necessary for the preparation of the Registration Statement.

5.10    The Acquiring Trust, on behalf of the Acquiring Fund, shall prepare and file one or more post-effective amendments to its registration statement on Form N-1A (the “Post-Effective Amendments”) to become effective on or before the Closing Date to register Acquiring Fund Shares under the 1933 Act and the 1940 Act.

6.   CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND

The obligations of the Acquired Trust, on behalf of the Acquired Fund, to consummate the Reorganization shall be subject, at the Acquired Trust’s election, to the following conditions with respect to the Acquired Fund:

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6.1    All representations and warranties of the Acquiring Trust, on behalf of the Acquiring Fund, contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date, with the same force and effect as if made on and as of the Closing Date.

6.2    The Acquiring Trust, on behalf of the Acquiring Fund, shall have performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by the Acquiring Trust, on behalf of the Acquiring Fund, on or before the Closing Date.

6.3    The Acquiring Trust, on behalf of the Acquiring Fund, shall have executed and delivered an assumption of the Liabilities of the Acquired Fund and all such other agreements and instruments as the Acquired Trust may reasonably deem necessary or desirable in order to vest in and confirm (a) the Acquired Fund’s title to and possession of the Acquiring Fund Shares to be delivered hereunder and (b) the Acquiring Trust’s assumption of all of the Liabilities, and to otherwise to carry out the intent and purpose of this Agreement.

6.4    The Acquiring Trust, on behalf of the Acquiring Fund, shall have delivered to the Acquired Fund a certificate executed in the name of the Acquiring Trust, on behalf of the Acquiring Fund, by the Acquiring Trust’s President or Vice President and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to the Acquired Trust and dated as of the Closing Date, as to the matters set forth in paragraphs 6.1 and 6.2 and as to such other matters as the Acquired Trust shall reasonably request.

6.5    The Acquiring Trust, on behalf of the Acquiring Fund, and the Acquired Trust, on behalf of the Acquired Fund, shall have agreed on the number of full and fractional Acquiring Fund Shares to be issued in connection with the Reorganization after such number has been calculated in accordance with paragraph 1.1.

7.   CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND

The obligations of the Acquiring Trust, on behalf of the Acquiring Fund, to consummate the Reorganization shall be subject, at the Acquiring Trust’s election, to the following conditions with respect to the Acquiring Fund:

7.1    All representations and warranties of the Acquired Trust, on behalf of the Acquired Fund, contained in this Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Agreement, as of the Closing Date, with the same force and effect as if made on and as of the Closing Date.

7.2    The Acquired Trust, on behalf of the Acquired Fund, shall have performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by the Acquired Trust, on behalf of the Acquired Fund, on or before the Closing Date.

7.3    The Acquired Trust shall have delivered to the Acquiring Trust, on behalf of the Acquiring Fund, a Statement of Assets and Liabilities of the Acquired Fund as of the Closing Date, including a schedule of investments, certified by the Treasurer of the Acquired Trust on behalf of the Acquired Fund. The Acquired Trust, on behalf of the Acquired Fund, shall have executed and delivered all such assignments and other instruments of transfer as the Acquiring Trust may reasonably deem necessary or desirable in order to vest in and confirm (a) the Acquired Fund’s title to and possession of the Acquiring Fund Shares to be delivered hereunder and (b) the Acquiring Fund’s title to and possession of all the Assets and to otherwise to carry out the intent and purpose of this Agreement.

7.4    The Acquired Trust, on behalf of the Acquired Fund, shall have delivered to the Acquiring Trust a certificate executed in the name of the Acquired Trust, on behalf of the Acquired Fund, by the Acquired Trust’s President or Vice President and its Treasurer or Assistant Treasurer, in a form reasonably satisfactory to the Acquiring Trust and dated as of the Closing Date, as to the matters set forth in paragraphs 7.1 and 7.2 and as to such other matters as the Acquiring Trust shall reasonably request.

7.5    The Acquired Trust, on behalf of the Acquired Fund, and the Acquiring Trust, on behalf of the Acquiring Fund, shall have agreed on the number of full and fractional Acquiring Fund Shares to be issued by the Acquiring Fund in connection with the Reorganization after such number has been calculated in accordance with paragraph 1.1.

8. FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND AND THE ACQUIRED FUND

If any of the conditions set forth below have not been satisfied on or before the Closing Date with respect to the Acquired Trust, on behalf of the Acquired Fund, or the Acquiring Trust, on behalf of the Acquiring Fund, the other party to this Agreement shall be entitled on behalf of the Acquired Fund or Acquiring Fund, as applicable, at its option, to (and shall, in the case of a failure to satisfy the conditions set forth in paragraph 8.5) refuse to consummate the transactions contemplated by this Agreement with respect to the Acquired Fund and the Acquiring Fund:

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8.1    This Agreement and the transactions contemplated herein shall have been approved by the requisite vote of the holders of the outstanding shares of the Acquired Fund, in accordance with the provisions of the Acquired Trust Declaration, the by-laws of the Acquired Trust, and Massachusetts law, and certified copies of the resolutions evidencing such approval shall have been delivered to the Acquiring Trust. Notwithstanding anything herein to the contrary, neither the Acquiring Trust nor the Acquired Trust may waive the condition set forth in this paragraph 8.1.

8.2    On the Closing Date, no court or governmental agency of competent jurisdiction shall have issued any order that remains in effect and that restrains or enjoins the Acquired Trust, with respect to the Acquired Fund, or the Acquiring Trust, with respect to the Acquiring Fund, from completing the transactions contemplated by this Agreement.

8.3    All consents of other parties and all other consents, orders and permits of federal, state and local regulatory authorities deemed necessary by the Acquiring Trust or the Acquired Trust to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of the Acquiring Fund or the Acquired Fund, provided that either party hereto may for itself waive any of such conditions.

8.4    The Registration Statement shall have become effective under the 1933 Act and no stop orders suspending the effectiveness thereof shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending. The Post-Effective Amendments shall have become effective, and no stop orders suspending the effectiveness thereof shall have been issued and, to the best knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending.

8.5    The parties shall have received the opinion of Bingham McCutchen LLP, dated the Closing Date, substantially to the effect that, based upon certain facts, assumptions and representations and upon certifications made by the Acquired Trust, on behalf of the Acquired Fund, the Acquiring Trust, on behalf of the Acquiring Fund, and their respective authorized officers, for U.S. federal income tax purposes: (i) the Reorganization will constitute a “reorganization” within the meaning of Section 368(a) of the Code, and, with respect to the Reorganization, the Acquired Fund and the Acquiring Fund will each be a “party to a reorganization” within the meaning of Section 368(b) of the Code; (ii) no gain or loss will be recognized by the Acquiring Fund upon receipt of the Assets of the Acquired Fund solely in exchange for the Acquiring Fund Shares and the assumption by the Acquiring Fund of the Liabilities of the Acquired Fund; (iii) the tax basis in the hands of the Acquiring Fund of the Assets of the Acquired Fund will be the same as the tax basis of such Assets in the hands of the Acquired Fund immediately prior to the transfer, increased by the amount of gain (or decreased by the amount of loss), if any, recognized by the Acquired Fund upon the transfer; (iv) the holding period of each Asset in the hands of the Acquiring Fund, other than any Asset with respect to which gain or loss is required to be recognized in the Reorganization, will include the period during which the Asset was held by the Acquired Fund (except where investment activities of the Acquiring Fund have the effect of reducing or eliminating the holding period with respect to an Asset); (v) no gain or loss will be recognized by the Acquired Fund upon the transfer of its Assets to the Acquiring Fund in exchange for the Acquiring Fund Shares and the assumption by the Acquiring Fund of the Liabilities of the Acquired Fund, or upon the distribution of the Acquiring Fund Shares by the Acquired Fund to its shareholders in complete liquidation except for (A) any gain or loss that may be recognized with respect to contracts subject to Section 1256 of the Code, (B) any gain that may be recognized on the transfer of stock in a “passive foreign investment company” as defined in Section 1297(a) of the Code and (C) any other gain or loss that may be required to be recognized upon the transfer of an Asset regardless of whether such transfer would otherwise be a non-taxable transaction under the Code; (vi) no gain or loss will be recognized by the Acquired Fund Shareholders of the Acquired Fund upon the exchange of their Acquired Fund Shares solely for the Acquiring Fund Shares of the Acquiring Fund as part of the Reorganization; (vii) the aggregate tax basis of the Acquiring Fund Shares that each Acquired Fund Shareholder receives in connection with the transaction will be the same as the aggregate tax basis of his or her Acquired Fund Shares exchanged therefor; (viii) each Acquired Fund Shareholder’s holding period for his or her Acquiring Fund Shares will include the period for which he or she held the Acquired Fund Shares exchanged therefor, provided that he or she held the Acquired Fund Shares as capital assets on the date of the exchange; and (ix) the taxable year of the Acquired Fund will not end as a result of the Reorganization. The delivery of such opinion is conditioned upon the receipt by Bingham McCutchen LLP of representations it shall request of the Acquiring Trust and the Acquired Trust. Notwithstanding anything herein to the contrary, neither the Acquiring Trust nor the Acquired Trust may waive the condition set forth in this paragraph 8.5.

8.6    The Acquiring Trust, on behalf of the Acquiring Fund, shall have received on the Closing Date an opinion of Dechert LLP, in a form reasonably satisfactory to the Acquiring Trust, and dated as of the Closing Date, substantially to the effect that, based upon certain facts and certifications made by the Acquired Trust, on behalf of the Acquired Fund, and its authorized officers: (a) the Acquired Trust is a business trust validly existing under the laws of the Commonwealth of Massachusetts; (b) the Acquired Trust, with respect to the Acquired Fund, has the power as a business trust to carry on its business as presently conducted in accordance with the

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description thereof in the Acquired Trust’s registration statement as an open-end investment company registered under the 1940 Act; (c) this Agreement has been duly authorized, executed and, so far as know to such counsel, delivered by the Acquired Trust, on behalf of the Acquired Fund, and constitutes a valid and legally binding obligation of the Acquired Trust, on behalf of the Acquired Fund, enforceable against the Acquired Trust in accordance with its terms; and (d) the execution and delivery of this Agreement did not, and the transfer of the Assets for Acquiring Fund Shares and the assumption by the Acquiring Fund of the Liabilities pursuant to this Agreement will not, violate the Acquired Trust Declaration or the by-laws of the Acquired Trust. Such opinion may state that it is solely for the benefit of the Acquiring Trust and the Acquiring Trust Board. Such opinion may contain such assumptions and limitations as shall be in the opinion of Dechert LLP appropriate to render the opinions expressed therein.

8.7    The Acquired Trust, on behalf of the Acquired Fund, shall have received on the Closing Date an opinion of Bingham McCutchen LLP, in a form reasonably satisfactory to the Acquired Trust, and dated as of the Closing Date, substantially to the effect that, based upon certain facts and certifications made by the Acquiring Trust, on behalf of the Acquiring Fund and its authorized officers: (a) the Acquiring Trust is a statutory trust validly existing under the laws of the State of Delaware; (b) the Acquiring Trust, with respect to the Acquiring Fund, has the power as a statutory trust to carry on its business as presently conducted in accordance with the description thereof in the Acquiring Trust’s registration statement as an open-end investment company registered under the 1940 Act; (c) this Agreement has been duly authorized, executed and, so far as know to such counsel, delivered by the Acquiring Trust, on behalf of the Acquiring Fund, and constitutes a valid and legally binding obligation of the Acquiring Trust, on behalf of the Acquiring Fund, enforceable against the Acquiring Trust in accordance with its terms; and (d) the execution and delivery of this Agreement did not, and the issuance of the Acquiring Fund Shares and the assumption of the Liabilities in exchange for the transfer of the Assets pursuant to this Agreement will not, violate the Acquiring Trust Declaration or the by-laws of the Acquiring Trust. Such opinion may state that it is solely for the benefit of the Acquired Trust and the Acquired Trust Board. Such opinion may contain such assumptions and limitations as shall be in the opinion of Bingham McCutchen LLP appropriate to render the opinions expressed therein.

9.   INDEMNIFICATION

9.1    The Acquiring Trust, out of the Acquiring Fund’s assets and property (including any amounts paid to the Acquiring Fund pursuant to any applicable liability insurance policies), agrees to indemnify and hold harmless the Acquired Trust and the members of the Acquired Trust Board and its officers from and against any and all losses, claims, damages, liabilities or expenses (including, without limitation, the payment of reasonable legal fees and reasonable costs of investigation) to which the Acquired Trust and those board members and officers may become subject, insofar as such loss, claim, damage, liability or expense (or actions with respect thereto) arises out of or is based on (a) any breach by the Acquiring Trust, on behalf of the Acquiring Fund, of any of its representations, warranties, covenants or agreements set forth in this Agreement or (b) any act, error, omission, neglect, misstatement, materially misleading statement, breach of duty or other act wrongfully done or attempted to be committed by the Acquiring Trust or the members of the Acquiring Trust Board or its officers prior to the Closing Date, provided that such indemnification by the Acquiring Trust is not (i) in violation of any applicable law or (ii) otherwise prohibited as a result of any applicable order or decree issued by any governing regulatory authority or court of competent jurisdiction.

9.2    The Acquired Trust, out of the Acquired Fund’s assets and property (including any amounts paid to the Acquired Fund pursuant to any applicable liability insurance policies), agrees to indemnify and hold harmless the Acquiring Trust and the members of the Acquiring Trust Board and its officers from and against any and all losses, claims, damages, liabilities or expenses (including, without limitation, the payment of reasonable legal fees and reasonable costs of investigation) to which the Acquiring Trust and those board members and officers may become subject, insofar as such loss, claim, damage, liability or expense (or actions with respect thereto) arises out of or is based on (a) any breach by the Acquired Trust, on behalf of the Acquired Fund, of any of its representations, warranties, covenants or agreements set forth in this Agreement or (b) any act, error, omission, neglect, misstatement, materially misleading statement, breach of duty or other act wrongfully done or attempted to be committed by the Acquired Trust or the members of the Acquired Trust Board or its officers prior to the Closing Date, provided that such indemnification by the Acquired Trust is not (i) in violation of any applicable law or (ii) otherwise prohibited as a result of any applicable order or decree issued by any governing regulatory authority or court of competent jurisdiction.

10.   BROKER FEES AND EXPENSES

10.1    The Acquiring Trust, on behalf of the Acquiring Fund, and the Acquired Trust, on behalf of the Acquired Fund, represent and warrant to each other that there are no brokers or finders entitled to receive any payments in connection with the transactions provided for herein.

10.2    TAM or an affiliate and Torray LLC or an affiliate will each be responsible for the expenses incurred in connection with the Reorganization (including legal, tax, proxy solicitation, printing and mailing costs as well as other costs associated with the Reorganization). All Reorganization expenses other than legal-related expenses shall be borne by the party that incurred them. Legal-

56

related expenses incurred in connection with the Reorganization shall be aggregated and allocated one-half each to TAM and Torray LLC. Notwithstanding any of the foregoing, expenses will in any event be paid by the party directly incurring such expenses (without reimbursement by another person) if and to the extent that the payment by another person of such expenses would prevent such party from being treated as a “regulated investment company” under the Code or would prevent the Reorganization from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code.

11.   ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES

11.1    The Acquiring Trust and the Acquired Trust agree that neither party has made any representation, warranty or covenant, on behalf of the Acquiring Fund or the Acquired Fund, respectively, not set forth herein and that this Agreement constitutes the entire agreement between the parties.

11.2    The covenants to be performed after the Closing by both the Acquiring Trust and the Acquired Trust, and the obligations of the Acquiring Trust, on behalf of the Acquiring Fund, in Article 9, shall survive the Closing. All other representations, warranties and covenants contained in this Agreement or in any document delivered pursuant hereto or in connection herewith shall not survive the consummation of the transactions contemplated hereunder and shall terminate on the Closing.

12.   TERMINATION

12.1    This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing by the mutual agreement of the Acquiring Trust and the Acquired Trust. In addition, either party may at its option terminate this Agreement at or prior to the Closing Date:

(a) by resolution of the Acquiring Trust Board if circumstances should develop that, in the good faith opinion of such Board, make proceeding with the Agreement not in the best interests of the Acquiring Fund; or

(b) by resolution of the Acquired Trust Board if circumstances should develop that, in the good faith opinion of such Board, make proceeding with the Agreement not in the best interests of the Target Fund.

12.2    In the event of any such termination, there shall be no liability for damages on the part of the Acquiring Trust, the Acquiring Fund, the Acquired Trust or the Acquired Fund, or the trustees or officers of the Acquiring Trust or the Acquired Trust.

13.   AMENDMENTS

This Agreement may be amended, modified or supplemented in such manner as may be deemed necessary or advisable by the authorized officers of the Acquired Trust and the Acquiring Trust; provided, however, that following the meeting of the Acquired Fund Shareholders called by the Acquired Fund pursuant to paragraph 5.8 of this Agreement, no such amendment may have the effect of changing the provisions for determining the number of Acquiring Fund Shares to be issued to Acquired Fund Shareholders under this Agreement to the detriment of such shareholders without their further approval.

14.   NOTICES

Any notice, report, statement or demand required or permitted by any provisions of this Agreement shall be in writing and shall be given by facsimile, electronic delivery (i.e., e-mail), personal service or prepaid or certified mail addressed to the Acquiring Trust or the Acquired Trust, at its address set forth in the preamble to this Agreement, in each case to the attention of its President.

15.   HEADINGS; COUNTERPARTS; GOVERNING LAW; SEVERABILITY; ASSIGNMENT; LIMITATION OF LIABILITY

15.1    The Article headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

15.2    This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.

15.3    This Agreement shall be governed by and construed and interpreted in accordance with the internal laws of the State of Florida.

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15.4    This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other parties. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm or corporation, other than the parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Agreement.

15.5    The warranties, representations and agreements contained in this Agreement made by the Acquired Trust, on behalf of the Acquired Fund, are made on a several (and not joint, or joint and several) basis. Similarly, the warranties, representations and agreements contained in this Agreement made by the Acquiring Trust, on behalf of the Acquiring Fund, are made on a several (and not joint, or joint and several) basis.

15.6    The Acquired Trust Declaration is on file with the Secretary of State of the Commonwealth of Massachusetts. Consistent with the Acquired Trust Declaration, the obligations of the Acquired Trust with respect to the Acquired Fund entered into in the name or on behalf of the Acquired Trust by any of its trustees, officers, employees or agents are made not individually, but in such capacities, and are not binding upon any of the trustees, officers, employees, agents or shareholders of the Acquired Trust personally, but bind only the assets of the Acquired Trust belonging to the Acquired Fund, and all persons dealing with any series or funds of the Acquired Trust must look solely to the assets of the Acquired Trust belonging to such series or fund for the enforcement of any claims against the Acquired Trust.

[Rest of page intentionally left blank]

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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed by its duly authorized officer.

TRANSAMERICA FUNDS,

on behalf of its series Transamerica Concentrated Growth

By:                                                             

Name:                                                         

Title:                                                              

THE TORRAY FUND,

on behalf of its series The Torray Resolute Fund

By:                                                             

Name:                                                         

Title:                                                              

Solely for purposes of paragraphs 10.2 of the Agreement:

TRANSAMERICA ASSET MANAGEMENT, INC.

By:                                                             

Name:                                                         

Title:                                                              

59

SCHEDULE 4.1

60

SCHEDULE 4.2

61

TRANSAMERICA FUNDS

TRANSAMERICA CONCENTRATED GROWTH

Relating to the Acquisition of the Assets and Liabilities of

The Torray Resolute Fund

570 Carillon Parkway

St. Petersburg, Florida 33716

(Toll free) 1-888-233-4339

STATEMENT OF ADDITIONAL INFORMATION

January 15, 2014

  This Statement of Additional Information is not a prospectus and should be read in conjunction with the Prospectus/Proxy Statement dated January 15, 2014 (the “Prospectus/Proxy Statement”), which relates to the shares of Transamerica Concetnrated Growth (the “New Fund” or the “fund”), a newly created series of Transamerica Funds, to be issued in exchange for shares of the The Torray Resolute Fund, a series of The Torray Fund. At a Special Meeting of Shareholders of The Torray Resolute Fund to be held on February 20, 2014 at 11:00 a.m. Eastern Time, shareholders of The Torray Resolute Fund will be asked to approve the reorganization of The Torray Resolute Fund into the New Fund, as described in the Prospectus/Proxy Statement (the “Reorganization”).

Unless otherwise indicated, capitalized terms used herein and not otherwise defined have the same meanings as are given to them in the Prospectus/Proxy Statement.

To obtain a copy of the Prospectus/Proxy Statement, free of charge, please write to the New Fund at the address shown above or call the number shown above.

The audited financial statements, financial highlights and related independent registered public accounting firm’s reports for The Torray Resolute Fund are contained in its Annual Report for the fiscal year ended December 31, 2012, and its Semi-Annual Report for the fiscal period ended April 30, 2013, which are incorporated herein by reference only insofar as they relate to The Torray Resolute Fund.

The New Fund, which has no assets or liabilities, will commence operations upon the completion of the Reorganization and will continue the operations of The Torray Resolute Fund. For this reason, the financial statements of the New Fund and the pro forma financial statements of the New Fund have not been included herein.

INTRODUCTION	3
DOCUMENTS INCORPORATED BY REFERENCE	3

2

INTRODUCTION

This Statement of Additional Information (“SAI”) is intended to supplement the Prospectus/Proxy Statement relating specifically to the proposed transfer of all of the assets of The Torray Resolute Fund to, and the assumption of the liabilities of, The Torray Resolute Fund by the New Fund in exchange for shares of the New Fund. Please retain this SAI for further reference.

DOCUMENTS INCORPORATED BY REFERENCE

This SAI consists of these cover pages and the following documents, each of which was filed electronically with the Securities and Exchange Commission (the “SEC”) and is incorporated by reference herein.

(i) the statement of additional information of the New Fund, dated [                                    ];

(ii) the prospectus and statement of additional information of The Torray Resolute Fund, dated May 1, 2013, as supplemented from time to time;

(iii) the financial statements, financial highlights and related report of the independent registered public accounting firm for The Torray Resolute Fund included in the Annual Report to Shareholders for the fiscal year ended December 31, 2012; and

(iv) the financial information for the Torray Resolute Fund included in the Semi-Annual Report to Shareholders for the fiscal period ended April 30, 2013.

You may obtain free copies of The Torray Resolute Fund’s annual reports, semi-annual reports, prospectus or statement of additional information or the Reorganization SAI, request other information about Torray LLC, or other information by calling 800-443-3036. Because the New Fund is newly-organized, its prospectus and statement of additional information are not yet effective.

3

PART C

OTHER INFORMATION

Item 15. Indemnification

Provisions relating to indemnification of the Registrant’s Trustees and employees are included in Registrant’s Declaration of Trust and Bylaws, which are incorporated herein by reference.

Pursuant to Rule 484, insofar as indemnification for liability arising under the Securities Act of 1933 (the “Act”) may be permitted to directors, 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 director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, 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.

Item 16. Exhibits

List all exhibits filed as part of the Registration Statement.

(1) Amended and Restated Declaration of Trust, filed previously with Post-Effective Amendment No. 89 to Registration Statement on February 28, 2008 (“PEA 89”).

(2) Bylaws, filed previously with PEA 89.

(3) Not applicable.

(4) Form of Agreement and Plan of Reorganization (See Exhibit A to the Proxy Statement/Prospectus).

(5) See Exhibits 1 and 2

(6) (a)          Investment Advisory Agreements

(i) Investment Advisory Agreement dated February 1, 2013, filed previously with Post-Effective Amendment No. 171 to Registration Statement on February 28, 2013 (“PEA 171”).

(A) Investment Advisory Agreement Schedule A to be filed by subsequent amendment.

(b) Sub-Advisory Agreement on behalf of Transamerica Concentrated Growth to be filed by subsequent amendment.

(7) Underwriting Agreement, filed previously with PEA 89.

(a) Updated Schedule I to be filed by subsequent amendment.

(8) Amended and Restated Board Members Deferred Compensation Plan dated January 12, 2010, filed previously with Post-Effective Amendment No. 108 to Registration Statement on February 26, 2010.

(9) Custodian Agreement dated January 1, 2011, filed previously with Post-Effective Amendment No. 126 to Registration Statement on April 29, 2011.

(a) Amendment to Custody Agreement dated December 17, 2012, filed previously with Post-Effective Amendment No. 170 to Registration Statement on February 12, 2013 (“PEA 170”).

(i) Amended Appendix A-1 to be filed by subsequent amendment.

(10) Plan of Distribution under Rule 12b-1

(a) Amended and Restated Plan of Distribution under Rule 12b-1, filed previously with PEA 89.

(i) Updated Schedule A to be filed by subsequent amendment.

(b) Amended and Restated Plan for Multiple Classes of Shares dated January 4, 2013, filed previously with PEA 171.

(i) Updated Schedule A to be filed by subsequent amendment.

(11) Form of Opinion of counsel as to the legality of the securities being registered is filed herein.

(12) Form of Opinion of counsel as to tax matters is filed herein.

(13)       (a) Administrative Services Agreement dated September 30, 2012, filed previously with Post-Effective Amendment No. 167 to Registration Statement on December 21, 2012.

(i) Updated Schedule A to be filed by subsequent amendment.

(b) Transfer Agency Agreement, filed previously with Post-Effective Amendment No. 131 to Registration Statement on August 30, 2011.

(c) Expense Limitation Agreement dated March 1, 2011, filed previously with Post-Effective Amendment No. 133 to Registration Statement on September 29, 2011.

(i) Amended Schedules A and B to be filed by subsequent amendment.

(d) Sub-Administration Agreement dated December 17, 2012, filed previously with PEA 170.

(i) Amended Schedule A to be filed by subsequent amendment.

(14) Consent of Independent Registered Certified Public Accounting firm to be filed by amendment.

(15) [Not applicable.]

(16) Powers of Attorney are filed herein.

(17)       (a) Joint Code of Ethics for Transamerica Funds and Transamerica Asset Management, Inc., filed previously with PEA 171.

(b) Code of Ethics for Torray LLC is filed herein.

(c) Torray Resolute Fund Prospectus dated May 1, 2013, as supplemented, is filed herein.

(d) Torray Resolute Fund Statement of Additional Information dated May 1, 2013, as supplemented, is filed herein.

(e) Torray Resolute Fund Annual Report to Shareholders for the year ended December 31, 2012, is filed herein.

(f) Torray Resolute Fund Semi-Annual Report to Shareholders for the period ended June 30, 2013, is filed herein

(g) Form of Proxy Card to be filed by amendment.

All exhibits filed previously are herein incorporated by reference.

Item 17

(1)   The undersigned Registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this Registration Statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the 1933 Act, the reoffering prospectus will contain the information called for by the applicable registration form for the reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

(2)   The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the Registration Statement and will not be used until the amendment is effective, and that, in determining any liability under the 1933 Act, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them.

(3)   The undersigned Registrant undertakes to file, by post-effective amendment, the final opinion of Bingham McCutchen LLP supporting the tax consequences of the proposed reorganizations as soon as practicable after the closing of the reorganizations.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement on Form N-14 to be signed on its behalf by the undersigned, thereunder duly authorized, in the City of St. Petersburg, State of Florida, on the 2^nd day of December, 2013.

TRANSAMERICA FUNDS
By:	/s/ Thomas A. Swank
	Thomas A. Swank
	Trustee, President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated:

/s/ Thomas A. Swank	Trustee, President and Chief	December 2, 2013
Thomas A. Swank	Executive Officer
/s/ Sandra N. Bane	Trustee	December 2, 2013
Sandra N. Bane*
/s/ Leo J. Hill	Trustee	December 2, 2013
Leo J. Hill*
/s/ David W. Jennings	Trustee	December 2, 2013
David W. Jennings*
/s/ Russell A. Kimball, Jr.	Trustee	December 2, 2013
Russell A. Kimball, Jr.*
/s/ Eugene M. Mannella	Trustee	December 2, 2013
Eugene M. Mannella*
/s/ Norman R. Nielsen	Trustee	December 2, 2013
Norman R. Nielsen*
/s/ Joyce G. Norden	Trustee	December 2, 2013
Joyce G. Norden*
/s/ Patricia L. Sawyer	Trustee	December 2, 2013
Patricia L. Sawyer*
/s/ John W. Waechter	Trustee	December 2, 2013
John W. Waechter*
/s/ Alan F. Warrick	Trustee	December 2, 2013
Alan F. Warrick*
/s/ Elizabeth Strouse	Vice President, Treasurer and	December 2, 2013
Elizabeth Strouse	Principal Financial Officer
/s/ Dennis P. Gallagher		December 2, 2013
* By: Dennis P. Gallagher
Dennis P. Gallagher**

** Attorney-in-fact pursuant to powers of attorney filed herein.

WASHINGTON, DC 20549

SECURITIES AND EXCHANGE COMMISSION

Exhibits Filed With

Registration Statement on

Form N-14

Transamerica Funds

EXHIBIT INDEX

Exhibit Number	Description of Exhibit
(11)	Form of Opinion of counsel as to the legality of the securities being registered
(12)	Form of Opinion of counsel as to tax matters
(16)	Power of Attorney
(17)(b)	Code of Ethics – Torray LLC
(17)(c)	The Torray Resolute Fund Prospectus dated May 1, 2013
(17)(d)	The Torray Resolute Fund Statement of Additional Information dated May 1, 2013
(17)(e)	The Torray Resolute Fund Annual Report to Shareholders for the year ended December 31, 2012
(17)(f)	The Torray Resolute Fund Semi-Annual Report to Shareholders for the period ended June 30, 2013

EX-99.11

(11)         Form of Opinion of Counsel as to the Legality of the Securities

November [    ], 2013

Transamerica Funds

570 Carillon Parkway

St. Petersburg, Florida 33716

Ladies and Gentlemen:

We have acted as counsel to Transamerica Funds, a Delaware statutory trust (the “Trust”), in its individual capacity, and on behalf of its series Transamerica Concentrated Growth (the “Acquiring Fund”), in connection with the Trust’s Registration Statement on Form N-14 to be filed with the Securities and Exchange Commission on or about January 15, 2014 (the “Registration Statement”), with respect to the Acquiring Fund’s Class I shares (the “Shares”) of beneficial interest to be issued in exchange for the assets of The Torray Resolute Fund, a series of The Torray Fund, a Massachusetts business trust, as described in the Registration Statement (the “Reorganization”). You have requested that we deliver this opinion to you in connection with the Trust’s filing of the Registration Statement.

In connection with the furnishing of this opinion, we have examined the following documents:

(a) A certificate of the Secretary of State of the State of Delaware, dated as of a recent date, as to the existence of the Trust;

(b) A copy, certified by the Secretary of State of the State of Delaware, dated as of a recent date, of the Trust’s Certificate of Trust, filed with the Secretary of State of the State of Delaware (the “Certificate of Trust”);

(c) A certificate executed by the Secretary of the Trust, certifying as to, and attaching copies of, the Trust’s Amended and Restated Declaration of Trust (the “Declaration”), the Trust’s Amended and Restated By-Laws (the “By-Laws”), and the resolutions adopted by the Trustees of the Trust at a meeting held on October 16-17, 2013, authorizing the Reorganization and the issuance of the Shares on behalf of the Acquiring Fund (the “Resolutions”);

(d) A copy of the Registration Statement; and

(e) A copy of the form of the Agreement and Plan of Reorganization to be entered into by the Trust, on behalf of the Acquiring Fund (the “Agreement and Plan of Reorganization”).

In such examination, we have assumed the genuineness of all signatures, the conformity to the originals of all of the documents reviewed by us as copies, including conformed copies, the authenticity and completeness of all original documents reviewed by us in original or copy form and the legal competence of each individual executing any document. We have assumed that the Registration Statement as filed with the Securities and Exchange Commission will be in substantially the form of the copy referred to in paragraph (d) above, and that the Agreement and Plan of Reorganization will be duly completed, executed and delivered by the parties thereto in substantially the form of the copy referred to in paragraph (e) above. We have also assumed for the purposes of this opinion that the Declaration, the Certificate of Trust, the Resolutions and the Agreement and Plan of Reorganization will not have been amended, modified or withdrawn and will be in full force and effect on the date of issuance of the Shares.

This opinion is based entirely on our review of the documents listed above and such other documents as we have deemed necessary or appropriate for the purposes of this opinion and such investigation of law as we have deemed necessary or appropriate. We have made no other review or investigation of any kind whatsoever, and we have assumed, without independent inquiry, the accuracy of the information set forth in such documents.

This opinion is limited solely to the Delaware Statutory Trust Act to the extent that the same may apply to or govern the transactions referred to herein, and we express no opinion with respect to the laws of any other jurisdiction or to any other laws of the State of Delaware. Further, we express no opinion as to any state or federal securities laws, including the securities laws of the State of Delaware. No opinion is given herein as to the choice of law or internal substantive rules of law which any tribunal may apply to such transaction. In addition, to the extent that the Declaration or the By-Laws refer to, incorporate or require compliance with, the Investment Company Act of 1940, as amended, or any other law or regulation applicable to the Trust, except for the Delaware Statutory Trust Act, as aforesaid, we have assumed compliance by the Trust with such Act and such other laws and regulations.

We understand that all of the foregoing assumptions and limitations are acceptable to you.

Based upon and subject to the foregoing and to the further assumptions and limitations hereinafter set forth, please be advised that it is our opinion that the Shares, when issued and sold in accordance with the Declaration and the Resolutions and for the consideration described in the Agreement and Plan of Reorganization, will be validly issued, fully paid and nonassessable.

This opinion is given as of the date hereof and we assume no obligation to update this opinion to reflect any changes in law or any other facts or circumstances which may hereafter come to our attention. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement.

Very truly yours,

BINGHAM McCUTCHEN LLP

EX-99.12

(12)         Form of Opinion of Counsel as to Tax Matters

[                         ], 2013

Transamerica Funds

570 Carillon Parkway

St. Petersburg, FL 33716

Ladies and Gentlemen:

This opinion is furnished to you pursuant to paragraph 8.5 of the Agreement and Plan of Reorganization (the “Agreement”), dated as of [                    ], 2014, by and among Transamerica Funds, a Delaware statutory trust (the “Trust”), on behalf of Transamerica Concentrated Growth, a series thereof (the “Acquiring Fund”), and The Torray Fund, a Massachusetts business trust (the “Acquired Trust”), on behalf of The Torray Resolute Fund, a series thereof (the “Acquired Fund”). All capitalized terms not otherwise defined herein have the meanings ascribed to them in the Agreement. The Agreement contemplates the acquisition of all of the Assets of the Acquired Fund by the Acquiring Fund in exchange solely for (a) the assumption by the Trust, on behalf of the Acquiring Fund, of the Liabilities of the Acquired Fund and (b) the issuance and delivery by the Trust, on behalf of the Acquiring Fund, to the Acquired Fund, for distribution, in accordance with paragraph 1.4 of the Agreement, pro rata to the Acquired Fund Shareholders in exchange for their Acquired Fund Shares and in complete liquidation of the Acquired Fund, of the number of full and fractional Acquiring Fund Shares corresponding to the Acquired Fund Shares as of the time and date set forth in paragraph 3.1 of the Agreement determined by dividing the value of the Acquired Fund’s net assets (computed in the manner and as of the time and date set forth in paragraph 2.1 of the Agreement) by the net asset value of one share of the Acquiring Fund Shares (computed in the manner and as of the time and date set forth in paragraph 2.2 of the Agreement) of the Acquiring Fund (the acquisition, assumption, issuance and delivery, and distribution relating to the Acquired Fund and Acquiring Fund is referred to herein as the “Transaction”).

In connection with this opinion we have examined and relied upon the originals or copies, certified or otherwise identified to us to our satisfaction, of the Agreement, the Prospectus/Proxy Statement, dated [                    ], 2014, and related documents (collectively, the “Transaction Documents”). In that examination, we have assumed the genuineness of all signatures, the capacity and authority of each party executing a document to so execute the document, the authenticity and completeness of all documents purporting to be originals (whether reviewed by us in original or copy form) and the conformity to the originals of all documents purporting to be copies (including electronic copies). We have also assumed that each agreement and other instrument reviewed by us is valid and binding on the party or parties thereto and is enforceable in accordance with its terms, and that there are no contracts, agreements, arrangements, or understandings, either written or oral, that are inconsistent with or that would materially alter the terms of the Agreement or the other Transaction Documents.

As to certain factual matters, we have relied with your consent upon, and our opinion is limited by, the representations of the various parties set forth in the Transaction Documents and in certificates of the Trust, on behalf of the Acquiring Fund, and the Acquired Trust, on behalf of the Acquired Fund, each

dated as of the date hereof (the “Certificates”). Our opinion assumes (i) that all representations set forth in the Transaction Documents and in the Certificates will be true and correct in all material respects as of the date of the Transaction (and that any such representations made “to the best knowledge of”, “to the knowledge of”, or “in the belief of”, or otherwise similarly qualified, are true and correct in all material respects without any such qualification), and (ii) that the Agreement is implemented in accordance with its terms and consistent with the representations set forth in the Transaction Documents and Certificates. Our opinion is limited solely to the provisions of the Internal Revenue Code of 1986, as amended and as presently in effect (the “Code”), existing case law, existing permanent and temporary treasury regulations promulgated under the Code (“Treasury Regulations”), and existing published revenue rulings and procedures of the Internal Revenue Service that are in effect as of the date hereof, all of which are subject to change and new interpretation, both prospectively and retroactively. We assume no obligation to update our opinion to reflect other facts or any changes in law or in the interpretation thereof that may hereafter occur.

On the basis of and subject to the foregoing, we are of the opinion that, for United States federal income tax purposes:

1. The Reorganization will constitute a “reorganization” within the meaning of Section 368(a) of the Code, and, with respect to the Reorganization, the Acquired Fund and the Acquiring Fund will each be a “party to a reorganization” within the meaning of Section 368(b) of the Code.

2. No gain or loss will be recognized by the Acquiring Fund upon receipt of the Assets of the Acquired Fund solely in exchange for the Acquiring Fund Shares and the assumption by the Acquiring Fund of the Liabilities of the Acquired Fund.

3. The tax basis in the hands of the Acquiring Fund of the Assets of the Acquired Fund will be the same as the tax basis of such Assets in the hands of the Acquired Fund immediately prior to the transfer, increased by the amount of gain (or decreased by the amount of loss), if any, recognized by the Acquired Fund upon the transfer.

4. The holding period of each Asset in the hands of the Acquiring Fund, other than any Asset with respect to which gain or loss is required to be recognized in the Reorganization, will include the period during which the Asset was held by the Acquired Fund (except where investment activities of the Acquiring Fund have the effect of reducing or eliminating the holding period with respect to an Asset).

5. No gain or loss will be recognized by the Acquired Fund upon the transfer of its Assets to the Acquiring Fund in exchange for the Acquiring Fund Shares and the assumption by the Acquiring Fund of the Liabilities of the Acquired Fund, or upon the distribution of the Acquiring Fund Shares by the Acquired Fund to its shareholders in complete liquidation except for (A) any gain or loss that may be recognized with respect to contracts subject to Section 1256 of the Code, (B) any gain that may be recognized on the transfer of stock in a “passive foreign investment company” as defined in Section 1297(a) of the Code and (C) any other gain or loss that may be required to be recognized upon the transfer of an Asset regardless of whether such transfer would otherwise be a non-taxable transaction under the Code.

6. No gain or loss will be recognized by the Acquired Fund Shareholders of the Acquired Fund upon the exchange of their Acquired Fund Shares solely for the Acquiring Fund Shares of the Acquiring Fund as part of the Reorganization.

7. The aggregate tax basis of the Acquiring Fund Shares that each Acquired Fund Shareholder receives in connection with the transaction will be the same as the aggregate tax basis of his or her Acquired Fund Shares exchanged therefor.

8. The Acquired Fund Shareholder’s holding period for his or her Acquiring Fund Shares will include the period for which he or she held the Acquired Fund Shares exchanged therefor, provided that he or she held the Acquired Fund Shares as capital assets on the date of the exchange.

9. The taxable year of the Acquired Fund will not end as a result of the Reorganization.

This opinion is being delivered solely to you for your use in connection with the referenced Transaction, and may not be relied upon by any other person or used for any other purpose.

Very truly yours,

BINGHAM McCUTCHEN LLP

EX-99.16

(16) Power of Attorney

TRANSAMERICA FUNDS

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENT, that each of the undersigned makes, constitutes and appoints THOMAS A. SWANK and DENNIS P. GALLAGHER, his or her true and lawful attorney-in-fact and agent in his or her name, place and stead, in any and all capacities, and on his or her behalf with full power of substitution and re-substitution to sign any and all registration statements on Form N-14 and any other regulatory filings made applicable to the reorganization of Torray Resolute Fund into Transamerica Concentrated Growth, a newly created series of Transamerica Funds (the “Trust”), and any amendments, exhibits, or supplements thereto, and to file and/or withdraw the same, with all other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to intents and purposes as he or she might or could do in person in his or her capacity as a Trustee of the Trust, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

The undersigned specifically permit this Power of Attorney to be filed, as an exhibit to any such registration statement on Form N-14 or any amendment thereto, with the U.S. Securities and Exchange Commission.

THIS POWER OF ATTORNEY may be executed in multiple counterparts that together constitute a single document.

IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney in the capacities and on the dates indicated.

/s/ Sandra N. Bane	Trustee	Date: December 2, 2013
Sandra N. Bane
/s/ Leo J. Hill	Trustee	Date: December 2, 2013
Leo J. Hill
/s/ David W. Jennings	Trustee	Date: December 2, 2013
David W. Jennings
/s/ Russell A. Kimball, Jr.	Trustee	Date: December 2, 2013
Russell A. Kimball, Jr.
/s/ Eugene M. Mannella	Trustee	Date: December 2, 2013
Eugene M. Mannella
/s/ Norman R. Nielsen	Trustee	Date: December 2, 2013
Norman R. Nielsen
/s/ Joyce G. Norden	Trustee	Date: December 2, 2013
Joyce G. Norden

/s/ Patricia L. Sawyer	Trustee	Date: December 2, 2013
Patricia L. Sawyer
/s/ John W. Waechter	Trustee	Date: December 2, 2013
John W. Waechter
/s/ Alan F. Warrick	Trustee	Date: December 2, 2013
Alan F. Warrick

EX-99.17.B

(17) (b) Code of Ethics – Torray LLC

CODE OF ETHICS

THE TORRAY FUND (the “Trust”)

and

TORRAY LLC (the “Adviser”)

This Code of Ethics (“Code”) is adopted in compliance with the requirements of U.S. securities laws applicable to registered investment advisers and registered investment companies. Registered investment advisers are required by Rule 204A-1 under the Investment Advisers Act of 1940, as amended (“Advisers Act”), to adopt a code of ethics which, among other things, sets forth the standards of business conduct required of their supervised persons and requires those supervised persons to comply with the Federal Securities Laws. Similarly, each registered investment company and its adviser and principal underwriter must adopt a code of ethics pursuant to Rule 17j-1 under the Investment Company Act of 1940, as amended (“Company Act”). In conformity with these rules, this Code is adopted by the above-listed entities (collectively referred to as “Torray”).

1. Standards of Business Conduct

We seek to foster a reputation for integrity and professionalism. That reputation is a vital business asset. The confidence and trust placed in us by our clients, including registered investment companies and their shareholders, individual accounts and unregistered pooled investment vehicles and their interest holders (collectively “Clients”), is something we value and endeavor to protect. To further that goal, we have adopted this Code and implemented policies and procedures to prevent fraudulent, deceptive and manipulative practices and to ensure compliance with the Federal Securities Laws and the fiduciary duties owed to our Clients.

We are fiduciaries and as such, we have affirmative duties of care, honesty, loyalty and good faith to act in the best interests of our Clients. Our Clients’ interests are paramount and come before our personal interests. Our Access Persons and Supervised Persons, as those terms are defined in this Code, are also expected to behave as fiduciaries with respect to our Clients. This means that each must render disinterested advice, protect Client assets (including nonpublic information about a Client or a Client’s account) and act always in the best interest of our Clients. We must also strive to identify and avoid conflicts of interest, however such conflicts may arise.

Access Persons and Supervised Persons of Torray must not:

— employ any device, scheme or artifice to defraud a Client;

— make to a Client any untrue statement of a material fact or omit to state to a Client a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading;

— engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon a Client;

— engage in any manipulative practice with respect to a Client;

— use their positions, or any investment opportunities presented by virtue of their positions, to personal advantage or to the detriment of a Client; or

— conduct personal trading activities in contravention of this Code or applicable legal principles or in such a manner as may be inconsistent with the duties owed to Clients as a fiduciary.

To assure compliance with these restrictions and the Federal Securities Laws, as defined in this Code, we have adopted, and agreed to be governed by, the provisions of this Code in addition to the procedures contained in applicable compliance manuals.¹ However, Access Persons and Supervised Persons are expected to comply not merely with the “letter of the law”, but with the spirit of the laws, this Code and applicable compliance manuals.

Should you have any doubt as to whether this Code applies to you, you should contact the CCO.

2. Definitions

As used in the Code, the following terms have the following meanings:

A. Access Persons include: (1) any director, trustee, officer or general partner of the Trust or the Adviser; (2) any employee of the Trust or its adviser (or of any company in a control relationship to the Trust or its adviser) who in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding the purchase or sale of Reportable Securities by the Trust, or whose functions relate to the making of any recommendations with respect to such purchases or sales; (3) any supervised person of the Adviser who (a) has access to nonpublic information regarding any Clients’ purchase or sale of securities, or portfolio holdings of any Reportable Fund; or (b) is involved in making securities recommendations to Clients or has access to such recommendations that are nonpublic; (4) any natural person in a control relationship to the Trust or its adviser who obtains information concerning recommendations made to the Trust with regard to the purchase or sale of securities by the Trust; and (5) any other person who the CCO determines to be an Access Person.² For purposes of this Code, Torray has determined that all employees are Access Persons.

B. Automatic Investment Plan means any program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation, including, but not limited to, any dividend reinvestment plan (DRIP).

¹  Applicable compliance manuals include the Adviser’s policies and procedures adopted pursuant to Advisers Act Rule 206(4)-7 and the Trust’s policies and procedures adopted pursuant to Company Act Rule 38a-1, as they may exist from time to time. A list of relevant compliance manuals and procedures is included on Appendix A. Whether or not listed, Access Persons and Supervised Persons are required to comply with all relevant compliance procedures.

²  The CCO will inform all Access Persons of their status as such and will maintain a list of Access Persons and Supervised Persons. See Appendix B.

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C. Beneficial Ownership generally means having a direct or indirect pecuniary interest in a security and is legally defined to be beneficial ownership as used in Rule 16a-1(a)(2) under Section 16 of the Securities Exchange Act of 1934, as amended (“Exchange Act”). However, any transactions or holdings reports required by Section 4.C. of this Code may contain a statement that the report will not be construed as an admission that the person making the report has any direct or indirect beneficial ownership in the security or securities to which the report relates.

D. Chief Compliance Officer or CCO means the Adviser’s Chief Compliance Officer, as designated on Form ADV, Part 1, Schedule A, or the CCO’s designee, as applicable.

E. Federal Securities Laws means: (1) the Securities Act of 1933, as amended (“Securities Act”); (2) the Exchange Act; (3) the Sarbanes-Oxley Act of 2002; (4) the Company Act, (5) the Advisers Act; (6) title V of the Gramm-Leach-Bliley Act; (7) any rules adopted by the SEC under the foregoing statutes; (8) the Bank Secrecy Act, as it applies to funds and investment advisers; and (9) any rules adopted under relevant provisions of the Bank Secrecy Act by the SEC or the Department of the Treasury.

F. Initial Public Offering or IPO means an offering of securities registered under the Securities Act, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Exchange Act Sections 13 or 15(d).

G. Limited Offering means an offering that is exempt from registration under Securities Act Sections 4(2) or 4(6) or pursuant to Securities Act Rules 504, 505 or 506. For greater clarity, Limited Offerings of securities issued by any private collective investment vehicle or unregistered hedge fund advised by Torray are included within the term “Limited Offering”.

H. Purchase or Sale of a Security includes, among other things, the writing of an option to purchase or sell a security.

I. Reportable Fund means: (1) any registered investment company advised by an Adviser; or (2) any registered investment company whose investment adviser or principal underwriter controls, is controlled by or is under common control with any Torray entity. Appendix A, as may be amended from time to time, contains a list of all Reportable Funds.

J. Reportable Security means any security as defined in Advisers Act Section 202(a)(18) and Company Act Section 2(a)(36) except: (1) direct obligations of the Government of the United States; (2) bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; (3) shares issued by money market funds; (4) shares issued by open-end funds other than Reportable Funds (but not including shares of exchange-traded funds (“ETFs”); and (5) shares issued by unit investment trusts that are invested exclusively in one or more open-end funds, none of which

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are Reportable Funds. For purposes of this Code, the term Reportable Security, which provides a narrower exemption than the term “Covered Security”,³ is used for compliance with both Rule 204A-1 and Rule 17j-1, except as otherwise noted.

K. Supervised Person of the Adviser means any partner, officer, director, or employee of the Adviser; and any other person who provides investment advice on behalf of the Adviser and is subject to the supervision and control of the Adviser. Contractors and consultants may, in certain circumstances, be deemed to be Supervised Persons.

3. Substantive Restrictions

A. Blackout Period. No Access Person shall buy or sell a Covered Security on the same day as any trades in the security are made for Client accounts. The price paid or received by a Client account for any security should not be affected by a buying or selling interest on the part of an Access Person, or otherwise result in an inappropriate advantage to the Access Person. To assure compliance with the Blackout Period, employee personal trades should be preceded with an email notifying portfolio managers, traders and the CCO of the intended trade. If there is no objection (due to client activity), the employee may proceed with the transaction. In addition, the portfolio manager responsible for making the investment decision for Client accounts will notify employees via email of trading activity at the time the order is placed.

B. IPO and Limited Offering Restrictions. Access Persons may not acquire any securities issued as part of an IPO or a Limited Offering, absent prior approval by the CCO or the CCO’s designee in the form attached as Exhibit A, as described in Section 4, below. An Access Person who has been authorized to acquire interests in such securities must disclose their interests if involved in considering an investment in such securities for a Client. Any decision to acquire the issuer’s securities on behalf of a Client shall be subject to review by Access Persons with no personal interest in the issuer.

C. Gift Policy. Access Persons and Supervised Persons must not give gifts to, or accept gifts from, any entity doing business with or on behalf of the Adviser or the Trust in contravention of our gift policy, as contained in our compliance procedures.

D. Conflicts of Interest. Access Persons must provide disinterested advice and any relevant potential personal or business conflicts of interest must be disclosed to the CCO and, where appropriate, “Chinese Wall” procedures may be utilized to avoid potential conflicts of interest. Access Persons and Supervised Persons

³ Covered Security under Rule 17j-1 means any security as defined in Company Act Section 2(a)(36) except: (1) direct obligations of the Government of the United States; (2) bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; and (3) shares issued by open-end registered investment companies.

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should avoid any activity which might reflect poorly upon themselves or us or which would impair their ability to discharge their duties with respect to us and our Clients.

E. Transactions in Mutual Funds. When making purchases or sales of open-end funds, including Reportable Funds, Access Persons are reminded that “market timing” the Trust violates our policies and that “front-running” Client transactions or trading in Reportable Funds on the basis of material, nonpublic inside or confidential information violates not only this Code, but our insider trading policies and procedures as well as other securities laws and, if proven, is punishable by fines and other penalties. Additionally, purchases and sales of Reportable Funds are subject to the Reporting Requirements set forth in Section 4.C., below.

F. Fair Treatment. Access Persons must avoid taking any action which would favor one Client or group of Clients over another in violation of our fiduciary duties and applicable law. Access Persons must comply with relevant provisions of our compliance manuals designed to detect, prevent or mitigate such conflicts.

G. Service as Outside Director, Trustee or Executor. Access Persons may serve on the boards of directors of publicly traded companies, or in any similar capacity, provided that “Chinese Wall” procedures may be instituted with respect to such Access Person’s service in order to avoid potential conflicts of interest.

H. Forfeitures. Any profits derived from securities transactions in violation of paragraphs A or B, above, shall be forfeited and may be paid to one or more Clients or Reportable Funds for the benefit of the Client(s) or, if the Client is a Reportable Fund, its shareholders, if such a payment is determined by the CCO (or, in the case of a Reportable Fund, the Reportable Fund’s Board of Trustees) to be appropriate under the circumstances, or to a charity determined by the CCO or the Board of Trustees, as applicable. Gifts accepted in violation of paragraph C shall be forfeited, if practicable, and/or dealt with in any manner determined appropriate and in the best interests of our Clients.

I. Reporting Violations. Any Access Person or Supervised Person who believes that a violation of this Code has taken place must promptly report that violation to the CCO or to the CCO’s designee. To the extent that such reports are provided to a designee, the designee shall provide periodic updates to the CCO with respect to violations reported. Access Persons and Supervised Persons may make these reports anonymously and no adverse action shall be taken against any such person making such a report in good faith.

J. Waivers. CCO may grant waivers of any substantive restriction in appropriate circumstances (e.g., personal hardship) and will maintain records necessary to justify such waivers.

K. Brokerage Accounts. Access Persons must disclose all brokerage accounts to the CCO and provide duplicate account statements and confirms to the CCO.

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4. Pre-clearance and Reporting Procedures

A. Pre-clearance of IPOs and Limited Offerings. Each Access Person shall obtain prior written approval from the CCO in the form attached as Exhibit A for all personal securities transactions in IPOs and Limited Offerings. Any such approval will take into account, among other factors, whether the investment opportunity should be reserved for a Client and whether the opportunity is being offered to such person because of his or her position with Torray. Once pre-approval has been granted, the pre-approved transaction must be executed within twenty-four hours.

B. Pre-clearance Exceptions. Pre-clearance requirements do not apply to purchases or sales effected in any account over which the Access Person has no direct or indirect influence or control or purchases or sales which are non-volitional on the part of the Access Person. Access Persons should consult the CCO if there are any questions about whether either of the exemptions listed above applies to a given transaction.

C. Required Reports.

(1) Initial and Annual Holdings Reports. Each Access Person must submit to the CCO a report in the form attached as Exhibit B: (i) not later than ten (10) days after becoming an Access Person, reflecting the Access Person’s holdings as of a date not more than 45 days prior to becoming an Access Person; and (ii) annually, on a date selected by the CCO, as of a date not more than 45 days prior to the date the report was submitted.

Holdings reports must contain the following information:

(a) the title and type of security and as applicable, the exchange ticker symbol or CUSIP number, number of shares, and principal amount of each Reportable Security in which the Access Person has any direct or indirect Beneficial Ownership;

(b) the name of any broker, dealer or bank with which the Access Person maintains an account in which any securities are held for the Access Person’s direct or indirect benefit. (Note that even those accounts which hold only non-Reportable Securities, must be included); and

(c) the date the Access Person submits the report.

Brokerage statements containing all required information may be substituted for the Holdings Report Form if submitted timely. To the extent that a brokerage statement or confirmation lacks some of the information otherwise required to be reported, you may submit a holdings report containing the missing information as a supplement to the statement or confirmation.

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(2) Quarterly Reports. Within 30 days after the end of each calendar quarter, each Access Person must submit a report to the CCO covering all transactions in non-excepted Reportable Securities in the form attached as Exhibit C1.⁴ Access Persons must submit a report each quarter, even if no reportable transaction occurred during that quarter. If no reportable transactions occurred, the Access Person should indicate this fact in the form.

Transactions reports must contain the following information:

(a) the date of the transaction, the title and as applicable, the exchange ticker symbol or CUSIP number, interest rate and maturity date, number of shares, and principal amount of each Reportable Security involved;

(b) the nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);

(c) the price of the security at which the transaction was effected;

(d) the name of the broker, dealer or bank with or through which the transaction was effected; and

(e) the date the Access Person submits the report.

Brokerage account statements or trade confirmations containing all required information may be substituted for the attached form if submitted timely. To the extent that a brokerage statement or confirmation lacks some of the information otherwise required to be reported, you may submit a transactions report containing the missing information as a supplement to the statement or confirmation.

D. Exceptions to Reporting Requirements. The reporting requirements of Section 4.C. apply to all transactions in Reportable Securities other than:

(1) transactions with respect to securities held in accounts over which the Access Person had no direct or indirect influence or control; and

(2) transactions effected pursuant to an Automatic Investment Plan or DRIP.

E. Duplicate Statements and Confirms. Each Access Person, with respect to each brokerage account in which such Access Person has any direct or indirect beneficial interest, may choose to arrange that the broker shall mail directly to the CCO at the same time they are mailed or furnished to such Access Person (1) duplicate copies of broker trade confirmations covering each transaction in a Reportable Security in such account and (2) copies of periodic statements with respect to the account.

⁴ For ease of administration, Access Persons are requested to submit quarterly reports within 15 days following the end of each calendar quarter.

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F. Prohibition on Self Pre-clearance. No Access Person shall pre-clear his own trades, review his own reports or approve his own exemptions from this Code. When such actions are to be undertaken with respect to the CCO’s personal transactions, an appropriate officer of Torray LLC will perform such actions as are required of the CCO by this Code.

G. Pre-clearance and Reporting Exception for Independent Trustees.

(1) Pre-clearance. Trustees who are not “interested persons” of the Trust within the meaning of Company Act Section 2(a)(19) (“Independent Trustees”) are exempt from the Access Person pre-clearance requirements.

(2) Reporting. Independent Trustees are exempt from the initial and annual holdings reports; but are not exempt from certain quarterly transaction reports. Independent Trustees must submit to the CCO a quarterly transaction report in the form attached as Exhibit C2 not later than thirty (30) days after the end of each calendar quarter with respect to any Reportable Securities transaction occurring in such quarter only if such person knew at the time of the transaction or, in the ordinary course of fulfilling his or her official duties as such, should have known that, during the 15-day period immediately before or after the date of the Reportable Securities transaction, a Client account purchased or sold the Reportable Security, or the Adviser considered purchasing or selling the Reportable Security for a Client account.

5. Code Notification and Access Person Certifications

The CCO shall provide notice to all Access Persons of their status under this Code, and shall deliver a copy of the Code to each Access Person annually. Additionally, each Access Person will be provided a copy of any Code amendments. After reading the Code or amendment, each Access Person shall make the certification contained in Exhibit D. Annual certifications are due within 45 days after the end of each calendar year. Certifications with respect to amendments to the Code must be returned to the CCO within a reasonably prompt time. To the extent that any Code related training sessions or seminars are held, the CCO shall keep records of such sessions and the Access Persons attending.

6. Review of Required Code Reports

A. Reports required to be submitted pursuant to the Code will be reviewed by the CCO or a designee on a periodic basis. Such review will be completed within 30 days of receipt of the Report. The CCO or designee will initial and date the relevant Report to evidence the review.

B. Any material violation or potential material violation of the Code must be promptly reported to the CCO. The CCO will investigate any such violation or

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potential violation and report violations the CCO determines to be “major” to the Adviser’s President and to the Trust’s Board of Trustees (“Board”), as appropriate, with a recommendation of such action to be taken against any individual who is determined to have violated the Code, as is necessary and appropriate to cure the violation and prevent future violations. Other violations shall be handled by the CCO in a manner he or she deems to be appropriate. However, sanctions more severe than a warning or censure must be approved by the President or, if violations relate to the Trust, by the Board.

C. The CCO will keep a written record of all investigations in connection with any Code violations including any action taken as a result of the violation.

D. Sanctions for violations of the Code include verbal or written warnings and censures, monetary sanctions, disgorgement or dismissal. Where a particular Client has been harmed by the violative action, disgorgement may be paid directly to the Client; otherwise, monetary sanctions shall be paid to an appropriate charity determined by the CEO or the Board.

7. Reports to the Board

No less frequently than annually, the CCO shall submit to the Board a written report (1) describing any issues arising under the Code relating to the Trust since the last report to the Board, including, but not limited to, information about material violations of or waivers from the Code, and (2) certifying that the Code contains procedures reasonably necessary to prevent Access Persons from violating it. The Board shall review the Code and the operation of these policies at least once a year.

The Board shall consider reports made to it pursuant to Section 6.B. and determine what sanctions, if any, in addition to any forfeitures imposed pursuant to Section 3.I., should be imposed for the material violations reported. Sanctions may include, among other things, a letter of censure or suspension or termination of the employment of the violator. The Board shall also consider whether it is appropriate under the circumstances for any forfeitures imposed pursuant to Section 3.I to be paid to any affected Funds or whether a charity should be designated to receive such forfeitures.

8. Recordkeeping and Review

This Code, any written prior approval for an IPO or Limited Offering transaction given pursuant to Section 4.B. of the Code, a copy of each report by an Access Person, a record of any violation of the Code and any action taken as a result of the violation, any written report hereunder by the CCO, and lists of all persons required to make and/or review reports under the Code shall be preserved with the Trust’s or the Adviser’s records, as appropriate, for the periods and in the manner required by Rules 17j-1 and 204A-1. To the extent appropriate and permissible, the CCO may choose to keep such records electronically.

The CCO shall review this Code and its operation annually and may determine to make amendments to the Code as a result of that review. Non-material amendments to this Code should be made no more frequently than annually and shall be distributed as described in Section 5. Material amendments to the Code may be made at any time.

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Effective Date: February 1, 2005; as amended September 15, 2005; October 7, 2005; September 26, 2006; February 1, 2011 and as further amended April 13, 2012.

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Appendix A

Reportable Funds:

The Torray Fund consisting of two series:

The Torray Fund

The Torray Resolute Fund

Relevant Compliance Procedures

Proxy Voting Policy

Supervisory Matters (incl. Gift Policy and Outside Activities Policy)

Insider Trading/Chinese Wall Policy

Privacy and Confidentiality

Business Continuity & Disaster Recovery Plan

Anti-Money Laundering

Appendix A Effective as of: 10/7/05

Appendix B: Access Persons and Supervised Persons

Access Persons’ Name(s)	Titles*
Wayne H. Shaner	Trustee
Carol T. Crawford	Trustee
Bruce C. Ellis	Trustee
Robert P. Moltz	Trustee
Robert E. Torray
William M Lane
Fred M. Fialco
Nicholas C. Haffenreffer
James D. Bailey
Barbara C. Warder
Mary J. O’Dell
Janet M. Gallagher
Jeffrey Lent
Hugh Tawney
Ellen Kirkpatrick
Robin Lichterman
Barbara McClung
Shirley Wilson
Arthur Paul Williams
Frank Lanahan
Supervised Persons’ Name(s) (includes, in addition to all Access Persons listed above, the following):	Titles

*To the extent that any Torray policy or procedure requires the actions of an individual serving in a particular position to be reviewed by that particular position (or require reports to be delivered to that particular position), those reports should be received or those actions reviewed by another designated person.

Appendix B Effective as of: 10/7/05

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EXHIBIT A

THE TORRAY FUND

TORRAY LLC

Personal Trading Request and Authorization Form

Access Person Name:                                                                  

Person On Whose Behalf Trade is Being Done (if different):                                                                              

Broker:                                                  Brokerage Account Number:                                                                  

Reportable Security:                                                                       Ticker Symbol or CUSIP:                             

                                   Company Name, Type of Security

Number of Shares or Units:                                                  Price per Share or Unit:                                         

Approximate Total Price:                                                     Buy or Sell:                                                             

I hereby certify that all of the following information is true and complete:

To the best of my knowledge, the requested transaction is consistent with the letter and spirit of the Torray Code of Ethics and applicable law.

Signature Date

When signed and dated by the CCO, this authorization is approved for this transaction only and is effective for 24 hours from the time written below unless you are notified otherwise by the CCO. A record of this transaction will be kept by the CCO in confidential files.¹

			a.m.
			p.m.
CCO	Date	Time

¹  All pre-clearance forms must be maintained for at least five years after the end of the fiscal year in which the form was submitted or the approval is granted, whichever is later. If approval is granted to acquire securities in an IPO or a Limited Offering, CCO must indicate reasons for such approval on reverse side of this form.

Torray Code: Transaction Pre-Clearance Form Effective as of: 10/7/05

EXHIBIT B

THE TORRAY FUND

TORRAY LLC

Initial/Annual Securities Holdings Report

This form must be completed by each Access Person

within 10 days of becoming an Access Person and

on                  of each calendar year thereafter.

The following list, which is current as of the date indicated below, accurately reflects my current personal securities holdings in which I have a direct or indirect beneficial interest:

Security (including ticker/CUSIP as applicable)   No. of Shares   Principal
  Amount     Broker/Dealer or Bank Through Whom Account is Held  

The chart above (1) excludes personal securities holdings with respect to which I had no direct or indirect influence or control, (2) excludes personal securities holdings of securities which are not Reportable Securities, and (3) is not an admission that I have or had any direct or indirect beneficial ownership in the Reportable Securities listed above.

I have an account or accounts, over which I have direct or indirect influence or control, in which securities (including securities which are not considered Reportable Securities) which are not listed above are held for my direct or indirect benefit as of the date below with the following brokers, dealers or banks:

Dated:                                                               Signature:                                                  

Torray Code: Holdings Report Effective as of: 10/7/05

EXHIBIT C 1

THE TORRAY FUND

TORRAY LLC

Quarterly Transactions and Brokerage Account Report

For the Calendar Quarter Ended                                              

Please return this form within 15 days following the end of each calendar quarter.

IF NO TRANSACTIONS OCCURRED DURING THE PERIOD PLEASE WRITE NONE

OR N/A IN THE BOX BELOW

During the quarter referred to above, the following transactions were effected in Reportable Securities in which I had, or by reason of such transaction acquired, direct or indirect beneficial ownership, and which are required to be reported pursuant to Torray’s Code of Ethics:

Security (with ticker/CUSIP as applicable)   Date of Transaction   No. of Shares or Principal     Amount       Interest Rate and Maturity    Date      Nature of Transaction (Buy, Sell, Other)   Price   Executing Bank or Broker/Dealer  

This report (1) excludes personal securities holdings with respect to which I had no direct or indirect influence or control, (2) excludes personal securities transactions in securities which are not Reportable Securities, and (3) is not an admission that I have or had any direct or indirect beneficial ownership in the Reportable Securities listed above.

PLEASE CHECK ONE BOX AND COMPLETE IF NECESSARY

¨ During the quarter referenced above, I did not establish any new accounts in which securities (including securities which are not considered Reportable Securities) were held during such quarter for my direct or indirect benefit; OR

¨ During the quarter referenced above, I opened the following account(s) over which I have direct or indirect influence or control and in which securities (including securities which are not considered Reportable Securities) were held for my direct or indirect benefit:

Name of Broker, Dealer or Bank   Date Account Established  

Dated:                                                                               Signature:                                                          

* Please list any additional transactions or accounts on reverse or attach additional pages as necessary.

Torray Code: Quarterly Report Effective as of: 10/7/05

EXHIBIT C 2

THE TORRAY FUND

TORRAY LLC

Independent Trustee — Quarterly Transactions and Brokerage Account Report

For the Calendar Quarter Ended                                     

Please return this form within 30 days following the end of each calendar quarter.

IF NO TRANSACTIONS OCCURRED DURING THE PERIOD PLEASE CHECK THE BOX BELOW

During the quarter referred to above, the following transactions were effected in Reportable Securities in which I knew at the time of the transaction or, in the ordinary course of fulfilling my official duties as Trustee, should have known that, during the 15-day period immediately before or after the date of the Reportable Securities transaction, a Client Account (such as the Trust) purchased or sold the Reportable Security, or the Adviser considered purchasing or selling the Reportable Security for a Client Account.

Security (with
ticker/CUSIP as applicable)   Date of
Transaction   No. of Shares or Principal
  Amount     Interest Rate
and Maturity
  Date     Nature of
Transaction
(Buy, Sell,
Other)   Price   Executing Bank
or Broker/Dealer  

This report (1) excludes personal securities holdings with respect to which I had no direct or indirect influence or control, (2) excludes personal securities transactions in securities which are not Reportable Securities, and (3) is not an admission that I have or had any direct or indirect beneficial ownership in the Reportable Securities listed above.

PLEASE CHECK BOX AS APPLICABLE

¨ During the quarter no transactions in the nature described above occurred.

Dated: Signature:

* Please list any additional transactions or accounts on reverse or attach additional pages as necessary.

Torray Code: Quarterly Report Effective as of: 10/7/05

EXHIBIT D

THE TORRAY FUND

TORRAY LLC

Certification of Receipt and Compliance

This form must be completed by each Access Person

within 10 days of becoming an Access Person;

within 45 days after the end of each calendar year thereafter;

and upon receipt of any amendment to the Code.

I hereby acknowledge receipt of Torray’s current Code of Ethics (the “Code”), including any applicable amendments. I hereby certify that I: (1) recently have read/re-read the Code (including any amendments thereto); (2) understand the Code; and (3) recognize that I am subject to its provisions. I also hereby certify that I have complied with and will continue to comply with the requirements of the Code and that I have disclosed or reported all personal securities transactions required to be disclosed or reported pursuant to the Code.

Name:
	(Please print clearly or type)
Signature:
Date:

9625308.9.BUSINESS

Torray Code: Certification Form Effective as of: 10/7/05

CONFIDENTIAL

TORRAY L.L.C.

PROXY VOTING POLICY AND PROCEDURES

1. GOVERNING STANDARDS

This Proxy Voting Policy and Procedures (the “Policy”) has been adopted by TORRAY LLC (“TORRAY”) to comply with Rule 206(4)-6 (the “Rule”) under the Investment Advisers Act of 1940 (“Advisers Act”). The Policy, which has been designed to ensure that TORRAY votes proxies in the best interest of its clients and provides clients with information about how their proxies are voted, contains procedures that have been reasonably designed to prevent and detect fraudulent, deceptive or manipulative acts by TORRAY and its advisory affiliates.¹

2. LEGAL REQUIREMENTS

The Rule states that it is a fraudulent, deceptive, or manipulative act, practice or course of business within the meaning of Section 206(4) of the Advisers Act, for an investment adviser to exercise voting authority with respect to client securities, unless the adviser:

(a) Adopts and implements written policies and procedures that are reasonably designed to ensure that the adviser votes client securities in the best interest of clients, which procedures must include how the adviser addresses material conflicts that may arise between its interests and those of its clients;

(b) Discloses to clients how they may obtain information from the adviser about how it voted with respect to their securities; and

(c) Describes to clients the adviser’s proxy voting policies and procedures and, upon request, furnish a copy of the policies and procedures to the requesting client.

In accordance with their obligations under the Rule, TORRAY has designed and adopted the following procedures to ensure that client proxies are voted in the best interest of clients at all times.

4. POLICY

The Policy applies to those client accounts that contain voting securities and for which TORRAY has authority to vote client proxies. The Policy will be reviewed and, as necessary, updated periodically to address new or revised proxy voting issues.

¹  A firm’s advisory affiliates are defined in this Policy to include: 1) all officers, partners, directors (or any person performing similar functions); 2) all persons directly or indirectly controlling or controlled by the adviser; and 3) all current employees.

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When voting proxies for client accounts, TORRAY’s primary objective is to make voting decisions in the interest of maximizing shareholder value. To that end, TORRAY will vote in a way that it believes, consistent with its fiduciary duty, will cause the issue to increase the most or decline the least in value. Consideration will be given to both the short and long term implications of the proposal to be voted on when considering the optimal vote.

In certain situations, a client or its fiduciary may provide TORRAY with a statement of proxy voting policy or guidelines. In these situations, TORRAY shall seek to comply with such policy or guidelines to the extent that it would not be inconsistent with applicable regulation or its fiduciary responsibilities.

5. PROCEDURES

A. TORRAY votes proxies for all clients. TORRAY will maintain a list of all clients for which it does not vote proxies. The list will be maintained electronically and updated by an individual delegated by TORRAY’s Chief Compliance Officer (“CCO”) on an as-needed basis.

B. TORRAY shall ensure that it is the designated party to receive proxy voting materials from companies or intermediaries. Such entities shall be instructed to direct all proxy voting materials to TORRAY’s CCO or delegated individual.

C. TORRAY subscribes to the Broadridge Proxy Edge® service. This browser-based proxy voting system automates the physical paper handling and detailed recordkeeping needs of TORRAY’s proxy voting function.

D. Proxy Edge® informs TORRAY of when it is required to vote a particular proxy on behalf of its clients. However, TORRAY retains all decision making authority with respect to the voting of client proxies and casts such proxy votes in an electronic format via the Internet over Proxy Edge’s® website.

E. TORRAY’s CCO or delegated individual will provide all proxy solicitation information and materials to the appropriate investment personnel of TORRAY (i.e., portfolio managers, analysts, etc.) for their review and consideration.

F. In general, TORRAY shall support management if management’s position appears reasonable and is not detrimental to the long-term equity ownership of the corporation. This procedure should not be interpreted as a predetermined policy to vote in favor of the management of companies held in client portfolios. As noted by the SEC in Advisers Act Release No. 2106, the fiduciary duty that TORRAY owes its clients prohibits the adoption of a policy to enter default proxy votes in favor of management. Thus, TORRAY shall review all client proxies in accordance with the general principles outlined above.

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G. If TORRAY finds that, for a particular security, management’s position on resolutions cannot be supported consistently, TORRAY shall review the quality of management and the projected future expectations of the issuer to determine whether TORRAY should sell its equity interest in such company.

H. TORRAY’s investment personnel shall be responsible for making voting decisions with respect to all client proxies. Such decisions shall then be forwarded to TORRAY’s CCO or delegated individual, who will then ensure that such proxy votes are submitted in a timely manner.

I. TORRAY’s CCO may delegate the actual voting of client proxies to any of TORRAY’s employees who are familiar with Broadridge’s Proxy Edge® service.

J. TORRAY is not required to vote every client proxy and refraining from voting should not be construed as a violation of TORRAY’s fiduciary obligations. TORRAY shall at no time ignore or neglect its proxy voting responsibilities. However, there may be times when refraining from voting is in the client’s best interest, such as when an adviser’s analysis of a particular client proxy reveals that the cost of voting the proxy may exceed the expected benefit to the client (e.g., casting a vote on a foreign security may require that the adviser engage a translator or travel to a foreign country to vote in person). Such position also complies with Interpretive Bulletin 94-2 of the DOL.

K. TORRAY’s CFO shall be responsible for conducting the proxy voting cost-benefit analysis in those certain situations in which TORRAY believes it may be in its clients’ best interest for TORRAY not to vote a particular proxy. TORRAY’s CCO shall maintain documentation of any cost-benefit analysis with respect to client proxies that are not voted by TORRAY.

L. TORRAY’s CCO will report any attempts by any of TORRAY personnel to influence the voting of client proxies in a manner that is inconsistent with TORRAY’s Policy. Such report shall be made to TORRAY’s President, or if the President is the person attempting to influence the voting, then to the TORRAY’s outside counsel.

6. MATERIAL CONFLICTS OF INTEREST

A. General: As noted previously, TORRAY will vote its clients’ proxies in the best interest of its clients and not its own. In voting client proxies, TORRAY shall avoid material conflicts of interest between the interests of TORRAY on the one hand and the interests of its clients on the other.

B. Potential Material Conflicts of Interest: TORRAY is aware of the following potential material conflicts that could affect TORRAY’s proxy voting process in the future. It should be noted that these potential conflicts have been listed for informational purposes only and do not include all of the potential conflicts of interest that an adviser might face in voting client proxies. TORRAY

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acknowledges that the existence of a relationship of the types discussed below, even in the absence of any active efforts to solicit or influence TORRAY with respect to a proxy vote related to such relationship, is sufficient for a material conflict to exist.

• Example Conflict No. 1: A client of TORRAY is affiliated with an issuer that is held in TORRAY’s client portfolios. For example, XYZ’s pension fund may engage TORRAY to manage its assets. XYZ is a public company and TORRAY’s clients hold shares of XYZ. This type of relationship may influence TORRAY to vote with management on proxies to gain favor with management. Such favor may influence XYZ’s decision to continue to engage TORRAY.

• Example Conflict No. 2: A client of TORRAY is an officer or director of an issuer that is held in TORRAY’s client portfolios. Similar conflicts of interest exist in this relationship as discussed above in Example Conflict No. 1.

• Example Conflict No. 3: TORRAY’s employees maintain a personal and/or business relationship (not an advisory relationship) with issuers or individuals that serve as officers or directors of issuers. For example, the spouse of a TORRAY employee may be a high-level executive of an issuer that is held in TORRAY’s Funds. The spouse could attempt to influence TORRAY to vote in favor of management.

C. Determining the Materiality of Conflicts of Interest: Determinations as to whether a conflict of interest is material will be made after internal discussion among members of a committee that will include, at a minimum, TORRAY’s President and CCO. Where the President, CCO or any other member of the committee has a direct connection to the conflict in question, that person will be recused from the materiality discussion. Among the factors to be considered in determining the materiality of a conflict include whether the relevant client relationship accounts for a significant percentage of TORRAY’s annual revenues, or the percentage of TORRAY’s assets that is invested with a particular issuer. Materiality determinations are fact based, and will depend on the details of a particular situation. Whether a particular conflict of interest is deemed material will be based on the likelihood that the conflict might cause a proxy to be voted in a manner that was not in the best interests of TORRAY’s clients. All materiality deliberations will be memorialized in writing by the committee.

If the committee determines that the conflict in question is not material, TORRAY will vote the proxy in accordance with the policies stated herein. If a conflict is judged material, TORRAY will obtain the informed consent of the affected clients as to the fact that a material conflict exists in voting the client’s proxy in the manner favored by TORRAY. If obtaining such consent

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from any client is impracticable or undesirable, TORRAY shall engage Institutional Shareholder Services (“ISS”), an independent proxy voting advisory and research firm, and vote the client(s) proxy in accordance with the published recommendation of ISS. Any vote recommended by ISS is binding and may not be overridden by TORRAY.

7. RECORDKEEPING

A. General: In accordance with Rule 204-2(c)(2) under the Advisers Act, TORRAY shall maintain the following documents in an easily accessible place for five years, the first two in an appropriate office of TORRAY:

• Proxy voting policies and procedures;

• Proxy statements received regarding client securities;

• Records of votes cast on behalf of clients;

• Records of client requests for proxy voting information; and

• Any documents prepared by TORRAY that were material to making a decision how to vote, or that memorialized the basis for the decision.

In lieu of maintaining its own copies of proxy statements as noted above, TORRAY may rely on proxy statements filed on the SEC’s EDGAR system (See http://www.sec.gov/info/edgar/forms.htm). Additionally, TORRAY may rely on proxy statements and records of proxy votes cast by TORRAY that are maintained with a third party, such as Broadridge.

All proxy votes will be recorded with Broadridge, or if Broadridge does not hold the information, on the Proxy Voting Record or in another suitable place. In either case, the following information will be maintained:

• The name of the issuer of the portfolio security;

• The exchange ticker symbol of the portfolio security;

• The Council on Uniform Securities Identification Procedures (“CUSIP”) number for the portfolio security;

• The shareholder meeting date;

• The number of shares TORRAY is voting on a firm-wide basis;

• A brief identification of the matter voted on;

• Whether the matter was proposed by the issuer or by a security holder;

• Whether or not TORRAY cast its votes on the matter;

• How TORRAY cast its vote (e.g., for or against proposal, or abstain; for or withhold regarding election of directors);

• Whether TORRAY cast its vote with or against management; and

• Whether any client requested an alternative vote on its proxy.

B. Conflicting Votes: In the event that TORRAY votes the same proxy in two directions, it shall maintain documentation to support its voting (this may occur if a client requires TORRAY to vote a certain way on an issue, while TORRAY deems it beneficial to vote in the opposite direction for its other clients) in the permanent file.

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C. Client Request to Review Votes: Any request, whether written (including e-mail) or oral, received by any of TORRAY’s employees, must be promptly reported to TORRAY’s CCO. All written requests must be retained in TORRAY’s proxy voting file. The following additional procedures shall be followed with respect to a client request to review proxy voting information:

TORRAY’s CCO shall record the identity of the client, the date of the request, and the disposition (e.g., provided a written or oral response to client’s request, referred to third party, not a proxy voting client, other dispositions, etc.) on the document included at Exhibit B entitled Client Requests for Proxy Information or in another suitable place.

TORRAY shall provide the information requested, free of charge, to the client within a reasonable time period (no more than 10 business days) for their review. A copy of the information sent to the client will be maintained in the permanent file.

Clients are permitted to request, and TORRAY is required to distribute, the proxy voting record for such client for the five (5) year period prior to their request.

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EXHIBIT A

ANNUAL REPORT OF PROXY VOTING CONFLICTS

To:   Robert E. Torray, President

From:   Barbara C. Warder, Chief Compliance Officer

Date:

Re:   Proxy Voting Conflicts of Interest

Rule 206(4)-6 (the “Rule”) under the Investment Advisers Act of 1940 requires every investment adviser to adopt and implement written policies and procedures, reasonably designed to ensure that the adviser votes proxies in the best interest of its clients. A challenging aspect to the Rule has been an adviser’s identification of material conflicts of interest that may influence the manner in which it votes proxies.

By signing below, I certify that I have read and reviewed TORRAY’s Proxy Voting Policy and Procedures. Furthermore, I acknowledge that, to the best of my knowledge and based upon my understanding of TORRAY’s operations, material relationships and affiliations, policies, and procedures:

(        ) I have detected NO material conflicts of interest that have arisen in connection with the performance of my proxy-voting obligations.

(    ) I have listed below the conflicts of interest that came to my attention and the manner in which such conflicts were mitigated:

Chief Compliance Officer:	Barbara C. Warder	(PRINT NAME)
Signature:
Date:

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EXHIBIT B

REQUESTS FOR PROXY VOTING INFORMATION

TORRAY Requests for Proxy Voting Information

Date of Request Client or Account Requesting Proxy Information Disposition

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EXHIBIT C

Important Notice for Our Clients

Dear Client:

Among the services we provide is voting proxies on your behalf. Much has been made in the media recently regarding proxy voting, from issues of approval of auditors to “golden parachutes” for corporate executives. While we have always taken care to vote your proxies strictly in your interest, the Securities & Exchange Commission has recently issued rules that require us to make the following disclosures to you regarding our proxy voting process.

Our Chief Compliance Officer is Barbara Warder, who is charged with voting the proxies in the best interest of clients and submitting the proxies promptly and properly. Our policy is to vote your proxies in the interest of maximizing shareholder value. To that end, Torray, LLC will vote in a way that it believes, is consistent with its fiduciary duty.

We have currently identified no conflicts of interest between your interests and our own within our proxy voting process. Nevertheless, if Barbara Warder determines that she or Torray, LLC is facing a material conflict of interest in voting your proxy (e.g., an employee of Torray may personally benefit if the proxy is voted in a certain direction), our procedures provide for a Proxy Voting Committee to convene and to determine the appropriate vote. Decisions of the Committee must be unanimous. If a unanimous decision cannot be reached by the Committee, a competent third party will be engaged, at our expense, who will determine the vote that will maximize shareholder value. As an added protection, the third party’s decision is binding.

Our complete proxy voting policy and procedures are memorialized in writing and are available for your review. In addition, our complete proxy voting record is available to our clients. Please contact us if you have any questions or if you would like to review either of these documents.

SUPERVISORY MATTERS

GIFTS, REBATES, CONTRIBUTIONS OR OTHER PAYMENTS

Torray will take reasonable steps to ensure that neither it nor its employees offer or give, or solicit or accept, in the course of business, any inducements which may lead to conflicts. Due to the various relationships the firm may have with its clients and other entities, employees generally may not solicit gifts or gratuities nor give inducements, except in accordance with these policies and procedures. The term “inducements” means gifts, entertainment and similar benefits which are offered to or given by employees. Gifts of an extraordinary or extravagant nature to an employee are to be declined or returned in order not to compromise the reputation of the employee or the firm. Gifts of nominal value or those that are customary in the industry such as meals or entertainment may be appropriate. Any form of a loan by an employee to a client or by a client to an employee is not allowed as a matter of firm policy and good business practice. A relaxation of, or exemption from, these procedures may only be granted by the CCO.

OUTSIDE EMPLOYMENT OR OTHER ACTIVITIES

Any employment or other outside activity by an employee may result in possible conflicts of interests for the employee or for the firm and therefore should be reviewed and approved by the CCO. Torray employees are generally allowed to serve on the board of directors of any publicly traded companies only with the prior authorization of the CCO. Torray has developed “Chinese Wall” procedures to mitigate any conflicts of interest that may arise as a result of such service. Other outside activities, which must be reviewed and approved, include the following:

(1) being employed or compensated by any other entity;

(2) engaging in any other business including part-time, evening or weekend employment;

(3) serving as an officer, director, partner, etc., in any other entity;

(4) ownership interest in any non-publicly traded company or other private investments; or,

(5) any public speaking or writing activities.

Written approval for any of the above activities is to be obtained by an employee before undertaking any such activity so that a determination may be made that the activities do not interfere with any of the employee’s responsibilities at the firm and any conflicts of interests in such activities may be addressed. An employee seeking approval shall provide the following information to Torray’s CCO: (1) the name and address of the outside business organization; (2) a description of the business of the organization; (3) compensation, if any, to be received; (4) a description of the activities to be performed; and (5) the amount of time per month that will be spent on the outside activity. Because Torray encourages employee involvement in charitable, nonpublic organization, civic and trade association activities, these outside activities need not be pre-approved unless a clear conflict of interest exists, but should be disclosed to the CCO. Employees must update annually any requests for approval of an outside activity.

Records of requests for approval along with the reasons such requests were granted or denied are maintained by Torray’s CCO. Torray’s Chinese Wall Procedures, which are available on Torray’s system, must be followed with respect to certain outside activities, prior to the commencement of any outside activity to which the Chinese Wall Procedures apply, Torray’s CCO will meet with the affected employee to explain those procedures.

TORRAY LLC

POLICY AND PROCEDURES FOR COMPLIANCE WITH THE

INSIDER TRADING AND SECURITIES FRAUD ENFORCEMENT ACT OF 1988

On October 22, 1988, Congress enacted the Insider Trading and Securities Fraud Enforcement Act of 1988 (ITSFEA). ITSFEA amended the Insider Trading Sanctions Act of 1984 in several respects, including establishing a requirement that every investment adviser establish, maintain, and enforce written policies reasonably designed to prevent the misuse of material, nonpublic information by the investment adviser or any person associated with the investment adviser. In addition, ITSFEA expanded the scope of civil penalties to controlling persons who knowingly or recklessly fail to establish, maintain, or enforce such policies where such failure substantially contributes to or permits illegal insider trading.

Torray LLC shall be referred to as the “Advisers” or “Adviser(s)” throughout the body of this document. This policy and these procedures shall apply to all officers, directors, partners, and employees of either or both entities which are registered with the Securities and Exchange Commission as investment advisers under the Investment Advisers Act of 1940.

Section I.      Policy Statement on Insider Trading

The Advisers forbid any officer, director, partner or employee from trading, either personally or on behalf of others, (such as, mutual funds, partnerships, institutional and private accounts managed by the Advisers) on material nonpublic information or communicating material nonpublic information to others in violation of the law. This conduct is frequently referred to as “insider trading”. The Advisers’ policy applies to every officer, director, partner and employee and extends to activities within and outside their duties at the Advisers. Every officer, director, partner and employee must read and retain this policy statement. Any questions regarding this policy and these procedures should be referred to Barbara Warder.

The term “insider trading” is not defined in the federal securities laws, but generally it is used to refer to the use of material nonpublic information to trade in securities, whether or not one is an “insider”, or to communications of material nonpublic information to others. It is generally understood that the law prohibits the following:

1) Trading by an insider, while in possession of material nonpublic information, or

2) Trading by a non-insider, while in possession of material nonpublic information, where the information either was disclosed to the non-insider in violation of an insider’s duty to keep it confidential or was misappropriated, or

3) Communicating material nonpublic information to others.

The elements of insider trading and the penalties for such unlawful conduct are discussed below. If, after reviewing this policy statement, you have any questions, you should consult Barbara Warder.

Who is an “Insider”? The concept of an insider is broad. It includes officers, partners, directors and employees of a company. In addition, a person can be a “temporary insider” if he or she enters into a special confidential relationship in the conduct of company’s affairs and as a result is given access to information solely for the company’s purposes. A temporary insider can include, among others, a company’s attorneys, accountants, consultants, bank lending officers, and the employees of such organizations. In addition, the Advisers may become temporary insiders of a company they advise or for which they perform other services.

What is Material Information? “Material information” is generally defined as information for which there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions, or information that is reasonably certain to have a substantial effect on the price of a company’s securities. Information that officers, directors, partners and employees should consider material includes, but is not limited to: dividend changes, earnings estimates, changes in previously released earnings estimates, significant merger or acquisition proposals or agreements, major litigation, liquidation problems, and extraordinary management developments. Material information does not have to relate to a company’s business. Information about the contents of a forthcoming newspaper column which could be expected to affect the market price of a security might be considered material information.

What is Nonpublic Information? Information is nonpublic until it has been effectively communicated to the market place. One must be able to point to some fact to show that the information is generally public For example, information found in a report flied with the SEC. or appearing in Dow Jones, Reuters, The Wall Street Journal or other publications of general circulation would be considered public.

Penalties for Insider Trading. Penalties for trading on or communicating material nonpublic information are severe, both for individuals involved in such unlawful conduct and their employers. A person can be subject to some or all of the penalties below even if he or she does not personally benefit from the violation. Penalties include:

— civil injunctions

— treble damages

— disgorgement of profits

— jail sentences and fines for the person who committed the violation of up to three times the profit gained or loss avoided, whether or not the person actually benefited, and

— fines for the employer or other controlling person of up to the greater of $1,000,000 or three times the amount of the profit gained or loss avoided.

In addition, any violation of this policy statement can be expected to result in serious sanctions by the Adviser(s), including dismissal of the persons involved.

Section II.      Procedures to Implement Policy Against Insider Trading

The following procedures have been established to aid the officers, directors, partners and employees of the Adviser(s) in avoiding insider trading, and to aid the Adviser(s) in preventing, detecting and imposing sanctions against insider trading. Every officer, director, partner and employee of the Adviser(s) must follow these procedures or risk serious sanctions, including dismissal, substantial personal liability and criminal penalties. If you have questions about these procedures you should consult Barbara Warder.

Before trading for yourself or others, including investment companies, partnerships, individual or institutional accounts managed by the Adviser(s), in the securities of a company about which you may have potential inside information, ask yourself the following questions:

— Is the information material? Is this information that an investor would consider important in making his or her investment decisions? Is this information that would substantially effect the market price of the securities if generally disclosed?

— Is the information nonpublic? To whom has this information been provided? Has the information been effectively communicated to the marketplace by being published in Reuters, The Wall Street Journal or other publications of general circulation?

If, after consideration of the above, you believe that the information is material and nonpublic, or if you have questions as to whether the information is material and nonpublic, you should:

— Immediately consult Barbara Warder,

— Do not communicate the information to anyone other than Barbara Warder,

— Do not purchase or sell the securities on behalf of yourself or others, including investment companies, partnerships, private or institutional accounts being managed by the Adviser(s) until Barbara Warder has reviewed the issue and you have been instructed on how to proceed.

All officers, directors, partners, and employees of the Adviser(s) shall submit to Barbara Warder a report of every securities transaction in which they, their families (including their spouse, minor children and adults living in the same household as the officer, director partner or employee), and trusts of which they are trustees or in which they have a beneficial interest, have participated within ten days after the end of the calendar quarter. The report shall include the name of the security, date of the transaction, quantity, price, and broker-dealer through which the transaction was effected. The requirement may be satisfied by sending duplicate confirms of such trades to Barbara Warder.

Information in your possession that you identify as material and nonpublic may not be communicated to anyone, including persons within the Adviser(s), except as provided above. In addition, care should be taken so that such information is secure. For example, files containing material nonpublic information should be sealed; access to computer files containing material nonpublic information should be restricted.

If, after consideration of the items set forth above, doubt remains as to whether information is material or nonpublic, or if there is any unresolved question as to the applicability or interpretation of the foregoing procedures, or as to the propriety of any action, it must be discussed with Barbara Warder before trading or communicating the information to anyone.

Further trading and communication restrictions may be in effect under the Adviser(s) Code of Ethics adopted pursuant to Rule 17J-1 under the Investment Company Act of 1940 or reporting requirements pursuant to Rule 204(2) under the Investment Advisers Act of 1940.

TORRAY LLC

POLICY AND PROCEDURES FOR COMPLIANCE WITH THE

INSIDER TRADING AND SECURITIES FRAUD ENFORCEMENT ACT OF 1988

The undersigned attest that they have received a policy and procedures statement, currently in effect; and that they have read and understood said statement.

The undersigned also acknowledge that they will comply in all respects with such procedures.

    Signature     Date

TORRAY LLC

POLICIES AND PROCEDURES FOR PORTFOLIO MANAGER SERVICE

ON BOARDS OF PORTFOLIO COMPANIES

I. POLICIES AND PROCEDURES FOR PORTFOLIO MANAGER SERVICE ON THE BOARDS OF PORTFOLIO COMPANIES

Torray LLC (“Torray”) recognizes that it is a violation of the securities laws to purchase or sell, or to induce or recommend to another person to purchase or sell, a security while in possession of material non-public information.¹ Accordingly, Torray has previously adopted policies and procedures that address “insider trading” issues.

Because Torray has determined that it may be beneficial from time to time to have portfolio managers serve on the boards of directors of companies held for investment, Torray has chosen to adopt these supplemental policies and procedures which deal specifically with the issues presented when a Torray employee serves as the director of a portfolio company. Among other things, these policies provide for the implementation and operation of “Chinese Walls” around the subject employee (the “Insider”) in order to prevent the dissemination of non-material information about the subject company (the “Company”) which the Insider may receive.

A. Operation of the Chinese Walls

The Chinese Walls provisions to be followed when a Torray employee serves as the director of a portfolio company are as follows:

1. The Insider may not participate in or be involved with any aspect of the research on the Company nor may he make any recommendations with respect to the purchase or sale of the shares of the Company.

2. Staff in the portfolio management department, including the research and trading units, may not request any information of any sort regarding the Company from the Insider.

3. The Insider shall not communicate any material non-public information received by virtue of his position as a director of the Company to influence trading decisions or strategies involving the Company.

4. The Insider shall at all times have a dedicated fax machine by which any information from the Company is conveyed and this machine should be monitored regularly during business hours to assure that faxed material is directed solely to the Insider.

¹  For the purposes of this policy, “material information” generally is defined as information that a reasonable investor would consider important in making an investment decision, or information that is reasonably likely to have a substantial effect on the price of a company’s securities. Information that may be considered material includes, but is not limited to: management projections, dividend changes, changes in previously released earnings estimates, significant merger or acquisition agreements, major litigation, liquidity problems and extraordinary management developments.

5. Documents received by the Insider containing information about the Company are to be treated with the utmost discretion and kept secure. Proper safeguarding of such documents includes: (a) not leaving documents in plain view, (b) storing documents in locked cabinets or files, (c) restricting access to cabinets and files and (d) destroying duplicate or no longer needed documents.

6. The portfolio management staff must document, using the attached form, the reasons for any transaction engaged in involving the shares of the Company.

Strict adherence to the Chinese Wall is vital to the protection of the integrity of Torray LLC and cannot be deviated from.

*            *             *            *

IF YOU HAVE ANY QUESTIONS WITH RESPECT TO THESE POLICIES AND

PROCEDURES, ASK THE COMPLIANCE DEPARTMENT FOR ASSISTANCE.

2

MEMORANDUM

TO:     Compliance Officer

FROM:

POSITION:

DATE:

RE:

The following information is hereby provided in accordance with the requirements of the Chinese Wall Procedures for                                                              :

1.	Type of Security:
2.	Ticker Symbol:
3.	Trade Date:
4.	Settlement Date:
5.	Purchase or Sale:
6.	Number of Shares:
7.	Price:
8.	Net Amount:
9.	Broker Used:
10.	Are you aware of any material non-public information regarding                                            ?

Yes        ¨ No        ¨

11. Reason for the transaction: (This item must be completed.)

12964654.2.BUSINESS

3

TORRAY LLC

Policy

Client Privacy

Issue

The SEC’s Regulation S-P (Privacy of Consumer Financial Information), which was adopted to comply with Section 504 of the Gramm-Leach-Bliley Act, requires investment advisers to disclose to clients its policies and procedures regarding the use and safekeeping of personal information.

Personal information is collected from clients at the inception of their accounts and occasionally thereafter, primarily to determine accounts’ investment objectives and financial goals and to assist in providing clients with a high level of service.

While Torray strives to keep client information up to date, clients are requested to monitor any information provided to them for errors.

Policy

Torray will not disclose a client’s personal information to anyone unless it is permitted or required by law, at the direction of a client, or is necessary to provide Torray’s services.

Procedures

1. Torray shall not sell client information to anyone.

2. Torray will restrict access to clients’ personal information to individuals within Torray who require the information in the ordinary course of servicing clients’ accounts. Client information is used only for business purposes.

3. Torray has developed procedures to safeguard client records and information (See Attachment A).

4. Client information may only be given to third-parties under the following circumstances:

• To broker/dealers to open a client’s brokerage account;

• To other firms as directed by clients, such as accountants, lawyers, etc.;

• To specified family members; and

• To regulators, when required by law.

5. At times, client information may be reviewed by Torray’s outside service providers (e.g., accountants, lawyers, consultants, etc.). Torray will obtain representations of review of the entities’ privacy policies to ensure that clients’ information is not misappropriated or used in a manner that is contrary to Torray’s privacy policies.

6. Torray shall provide a privacy notice (See Attachment B) to clients upon inception of the relationship and annually thereafter. The privacy notice shall be furnished to clients in a written format and Torray will maintain a record of the dates when the privacy policy is provided to clients.

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6. In the event of a change in the privacy policy, Torray will provide its clients with a sufficient amount of time to opt out of any disclosure provisions.

7. Any suspected breaches to the privacy policy should be reported to the Chief Compliance Officer and/or the President.

Responsibilities

The Chief Compliance Officer will monitor for compliance with Torray’s Privacy Policy.

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Attachment A

Procedures to Safeguard Client Records and Information

Torray shall (a) ensure the security and confidentiality of customer and former customer records and information; (b) protect against any anticipated threats or hazards to the security or integrity of customer and former customer records and information; and (c) protect against unauthorized access to or use of customer records or information that could result in substantial harm or inconvenience to any customer. Accordingly, the following procedures will be followed:

A. Desktop Computer Security Guidelines.

1. Definition

Desktop computers are personal workstations that, though possibly linked to other computers via a Local Area Network, function as stand-alone units.

2. Hardware Security

a) Lock main office. The office keys should be monitored to ensure they are returned when an employee resigns from Torray.

b) Locate computers away from environmental hazards.

c) Follow standard data backup procedures.

3. Access Security

a) Utilize password facilities to ensure that only authorized users can access the system. Where the Desktop is located in an open space or is otherwise difficult to physically secure, consideration should be given to enhanced password protection mechanisms and procedures.

b) Password guidelines:

• Length should be six characters.

• Avoid words found in the dictionary.

• Choose passwords not easily guessed by someone acquainted with the user.

• Change passwords periodically.

• Do not include passwords in any electronic mail message.

4. Data and Software Availability

a) Back up and store important records and programs on a regular schedule.

b) Check data and software integrity.

c) Fix software problems immediately.

5. Confidential Information

a) Encrypt sensitive and confidential information where appropriate.

b) Monitor printers used to produce sensitive and confidential information.

c) Overwrite sensitive files on fixed disks, floppy disks, or cartridges.

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6. Viruses

Computer viruses are self-propagating programs that infect other programs. Viruses and worms may destroy programs and data as well as using the computer’s memory and processing power. Viruses, worms, and Trojan horses are of particular concern in networked and shared resource environments because the possible damage they can cause is greatly increased. Some of these cause damage by exploiting holes in system software. Fixes to infected software should be made as soon as a problem is found.

To decrease the risk of viruses and limit their spread:

a) Check all software before installing it.

b) Use software tools to detect and remove viruses.

c) Isolate immediately any contaminated system.

7. Computer Networks

Networked computers may require more stringent security than stand-alone computers because they are access points to computer networks. While Torray has the responsibility for setting up and maintaining appropriate security procedures on the network, each individual is responsible for operating their own computer with ethical regard for others in the shared environment. The following considerations and procedures must be emphasized in a network environment:

a) Check all files downloaded from the Internet. Avoid downloading shareware files.

b) Test all software before it is installed to make sure it doesn’t contain a virus/worm that could have serious consequences for other personal computers and servers on the Firm network.

c) Choose passwords with great care to prevent unauthorized use of files on networks or other personal computers.

d) Always BACK-UP your important files.

e) Use (where appropriate) encrypting/decrypting and authentication services to send confidential information over the Internet.

B. Physical Data Security Guidelines

1.         During working hours, authorized personnel must occupy the area where we maintain or regularly use nonpublic client information or restrict storage of such information to locked file cabinets or a locked room. During nonworking hours, nonpublic personal information should be stored in locked file cabinets or a locked room. Where the locked room is the system of security, no master key should be available. A master key opens rooms other than the room containing the nonpublic personal information. Where the locked room contains records accessible by unauthorized individuals, separate the records into individual locked file cabinets.

2.         If your duties require handling nonpublic personal information, you must always take care to protect the integrity, security, and confidentiality of these records. Do not put papers containing nonpublic personal information into the recycle bins or trash receptacles (e.g., client lists, account statements, tax returns).

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C. Identity Theft

1.               An identity thief can obtain a victim’s personal information through a variety of methods. Some of these methods are directly related to Torray and industry practices that put consumers at risk. Employees should be aware of how their actions may expose our clients to the dangers of identity theft.

2.               Employees should take the following actions to prevent identity theft:

a) When providing copies of information to others, employees should make sure that nonessential information is removed and that nonpublic personal information that has no relevance to the transaction is either removed or masked.

b) The practice of dumpster diving provides access for a would-be thief to a client’s personal information. If you discard papers containing personal client identification information without shredding the documents, a thief may retrieve this information from our waste management facilities. Therefore, when disposing of paper documents, the papers should be shredded.

c) To help prevent a fraudulent address change, verify requests before executing them. Send confirmation of address changes to both the new and the old address of record.

d)     Torray’s employees may also be deceived by pretext calling, defined as an information broker or identity thief calling Torray while pretending to be a client, and may even use bits of a client’s personal information (such as a Social Security Number) to maintain the deception. The information thief convinces the employee to provide additional information over the phone, which can be used for fraudulent purposes. Employees should make absolutely certain that they confirm the identity of the client on the phone before divulging personal information.

e) Torray prohibits the display of Social Security Numbers on any documents that are widely seen by others (e.g. client files, mailing lists, quarterly reports, etc.).

f) Employees may be responsible for identity theft through more direct means. Insider access to information allows a dishonest employee to sell consumers’ personal information or to use it for fraudulent purposes. Such action is cause for immediate termination of employment and may subject the employee to civil and criminal liability.

Attachment B

Torray Capital Management, L.L.C.

Page 5

Privacy Notice

At Torray Capital, we recognize the importance of maintaining the security and confidentiality of our customer’s information. In addition to internal polices and procedures designed to safeguard customer information, we prohibit those we do business with from any reuse of that information for purposes other than those intended by Torray.

This privacy notice is subject to change. In the event that changes occur, you will be informed in accordance with applicable laws. Additionally, you will be provided with our privacy notice annually. For purposes of this notice, “customer information” means personally identifiable information about a consumer who has a relationship with Torray.

Accordingly, at Torray we have adopted the following:

Customer information security and confidentiality

We take a number of steps to ensure that customer information is adequately safeguarded. These steps include the following: 1) implementing a number of physical and electronic security features to prevent unauthorized access; 2) limiting employee access to customer information; and 3) conducting periodic reviews of our computer systems, including security features. Additionally, our employees are required to acknowledge their responsibility to maintain the confidentiality of customer information.

How we collect customer information

We collect customer information about you that: 1) we receive on applications to us for our products and services; 2) we receive from processing your accounts with us and the transactions in those accounts, as well as providing services to you; and 3) we receive in response to requests made to third parties about you or to confirm information that you have provided to us.

How we disclose customer information

We may disclose some or all of the customer information we collect about you under the following circumstances: 1) to verify or complete a transaction; 2) to verify the existence and condition of your account for a third party, such as another financial institution; 3) to a third party who performs functions on behalf of Torray (i.e. a custodian or other broker-dealer); 4) to comply with laws, regulations, or a court or government order or request, such as in response to a subpoena or a request by an SEC/NASD examiner; 5) to inform you of our other products or services; 6) if you or any authorized person on the account gives us oral or written permission to do so; or (7) to verify the accuracy of information that you have provided to us.

Customer information about former customers

We apply the same privacy polices and practice to our former customers that we do to our existing customers. Collected customer information is retained in accordance with Federal law.

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Customer information — Accuracy

We recognize the importance of maintaining accurate customer information that is provided to you in various forms, including account statements and billing statements. If you ever notice that your information is inaccurate, please contact us. Upon your notification, we will correct any inaccuracies.

Privacy policy availability

A copy of our complete privacy policy may be obtained by contacting our office.

Page 7

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TORRAY LLC

BUSINESS CONTINUITY & DISASTER RECOVERY PLAN

I. Plan for Business Continuity and Disaster Recovery

Torray LLC (the “Adviser”), recognizing its operational dependency on computer and communications systems, has adopted the following policies and procedures to facilitate the continuity of business operations in the event of a significant business disruption (the “Disaster Recovery Plan”).¹

II. Purpose of the Plan

A temporary interruption in or long-term loss of the Adviser’s computer or telecommunication systems could seriously affect the Adviser’s operations and ability to service its clients’ accounts. The purpose of this Disaster Recovery Plan is to ensure that the Adviser is able to rapidly recover from a significant business disruption or loss of staff and resume critical operations on a timely basis following such a disruption.

III. Designated Disaster Recovery Coordinator

The executive officers (“Principals”) of the Adviser shall appoint a “Disaster Recovery Coordinator” who will be responsible for the implementation and oversight of the Disaster Recovery Plan. The Principals will also appoint an alternate Disaster Recovery Coordinator (“Alternate”), who will act on behalf of the Adviser in implementing this Disaster Recovery Plan in the event that the Disaster Recovery Coordinator is unable to perform his or her duties. The names of these individuals are listed on Appendix A, which may be amended from time to time.

Specifically, the Disaster Recovery Coordinator is responsible for the following:

— Identifying critical records and establishing recovery priorities;

— Arranging for equipment, supplies and office space in the event of a significant business disruption;

— Ensuring that employees are advised of emergency procedures, locations of fire alarms and extinguishers, evacuation procedures, and locations of emergency exits;

— Coordinating the Adviser’s response to a significant business disruption during business or non-business hours;

¹  A “significant business disruption” could include, among other things, natural disasters, fire, power failures, regional disruptions, computer viruses, or terrorist acts.

— Directing and supervising recovery operations to salvage the maximum volume of materials in a manner that will minimize future restoration costs and effort; and

— Coordinating personnel in the event of a significant business disruption.

IV. Disaster Recovery Procedures

To prepare for a wide-scale disruption or loss or inaccessibility of staff, the Adviser has implemented the following procedures designed to facilitate business continuation.

A. Data Back-Up, Storage and Recovery

1. Electronic Files

Back-up of certain electronic-only data (i.e., information that is maintained solely in electronic form)² is performed every evening by the Disaster Recovery Coordinator or Alternate. In addition to its electronic back-up media, the Adviser also relies on the Security and Exchange Commission’s EDGAR and IARD databases for the preservation of their regulatory filings.

Daily Backups of electronic files, are stored on tape or other electronic storage media and maintained in an off-site location at the Disaster Recovery Coordinator’s (or Alternate’s) home. Monthly backups of electronic data are stored at the Disaster Recovery Site and maintained indefinitely. In the event of a computer failure, electronic-only data can be restored from the back-up media once the back-up media are manually accessed.

2. Paper Files

Copies of important client paper-based documents (i.e., information that is maintained solely in paper form), including client contacts, bank contacts and critical data processing contacts are maintained by William Lane and the alternate at their homes.

B. Off-Site Location

In the event that the Adviser’s office at 7501 Wisconsin Avenue, Bethesda, Maryland becomes inoperable or inaccessible, the Adviser has made alternate arrangements to relocate temporarily their personnel and operations to Principal William Lane’s residence. This facility is equipped with computers, broadband access, and telephone systems. In the event of a significant business disruption that renders the office at 7501 Wisconsin Avenue inoperable or inaccessible, the Disaster Recovery Coordinator will promptly notify all employees and will oversee the transfer to the off-site location.

²  Files maintained in both paper and electronic formats are treated, for purposes of the Disaster Recovery Plan, as electronic-only files.

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C. Critical Vendors

The Adviser has identified the vendors that will be critical in the event of an emergency or significant business disruption. In the event of a significant business disruption, the Disaster Recovery Coordinator, as well the Alternate, will contact those vendors critical to restoring operations. Vendor information is also stored off-site at the Disaster Recovery Coordinator’s residence and the Alternate’s residence.

D. Executing and Clearing Firms

The Adviser does not maintain custody of clients’ funds or securities, make markets in any securities, execute trades directly or participate in underwritings for advisory clients. Each of these tasks is conducted by the Adviser’s executing and clearing broker-dealers/custodians. Each of the Adviser’s executing and clearing broker-dealers has developed contingency procedures to provide the above noted services in the event of a business disruption. Since these executing and clearing broker-dealers/custodians maintain several offices throughout the United States and around the world, the Adviser is confident that any major disruption, emergency or disaster that could potentially affect one geographic region (i.e. terrorist attack) would have little impact on the ability of the Adviser to continue its operational and business relationships with such firms.

E. Alternate Communications

Recognizing the importance of telecommunications diversity in business continuity, the Adviser has taken actions designed to facilitate communications with employees and clients in the event of a significant business disruption. Each Principal and the Disaster Recovery Coordinator has a cellular telephone, home e-mail access, and broadband or other Internet access sufficient to maintain communication. Other employees also maintain cellular telephones. Each employee has been given a phone list with the home phone numbers and the cell phone numbers of all other employees.

F. Notification of Employees and Clients

1. Employees

The Disaster Recovery Coordinator maintains a record of all employee telephone and cellular numbers, addresses and e-mail addresses in an easily accessible place on site and off-site at the Disaster Recovery Coordinator’s residence and the Alternate’s residence. In the event that the Adviser experiences a significant business disruption, the Disaster Recovery Coordinator will notify all personnel affected by the event.

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2. Clients

The Adviser maintains a record of all client telephone and cellular numbers, addresses and e-mail addresses in an easily accessible place on site and off-site at the Disaster Recovery Coordinator’s residence and the Alternate’s residence. In the event that the Adviser experiences a significant disruption which it expects to impact its business operations for 24 hours or more, the Adviser will make a best efforts attempt within 24 hours to notify its clients of the nature of the situation, the status of its operations, and when they expect to resume normal operations.

Should the need arise due to increased client communications in response to a significant business disruption, the Disaster Recovery Coordinator will organize all properly qualified employees to assist with client inquiries. If the Adviser is required to re-locate to an alternate site, the Disaster Recovery Coordinator will have incoming calls forwarded to the off-site location.

G. Regulatory Filings

The Adviser will rely on its legal counsel and on BNY Mellon to assist in preparing and complying with all regulatory filings in the event of a significant business disruption to ensure compliance with all federal and state securities laws.

H. Routine Testing and Assessment

On an annual basis, the Disaster Recovery Coordinator will test the procedures set forth in the Disaster Recovery Plan, including, but not limited to, confirming the alternate communication systems and off-site facilities and testing the electronic back-up systems.

The Disaster Recovery Coordinator will make arrangements to reassess and, if necessary, amend the Disaster Recovery Plan in the event of a change to the Adviser’s computer or communications systems or key personnel. Otherwise, the Disaster Recovery Coordinator, together with the Principals, will review the Disaster Recovery Plan at least annually.

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Appendix A

Disaster Recovery Coordinator

William Lane

Alternates

Barbara Warder and/or Paul Williams

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EX-99.17.C

(17) (c) The Torray Resolute Fund Prospectus

PROSPECTUS

May 1, 2013

The Torray Resolute Fund

Ticker: TOREX

The Securities and Exchange Commission has not approved or disapproved these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

TABLE OF CONTENTS

	Page
SUMMARY SECTION		1
Investment Objective		1
Fees and Expenses of the Fund		1
Principal Investment Strategy		2
Principal Risks of Investing in the Fund		2
Performance Information		3
Investment Adviser		4
Portfolio Manager		4
Purchasing and Selling Fund Shares		4
Tax Information		4
Payments to Broker-Dealers and Other Financial Intermediaries		4
MORE INFORMATION ABOUT INVESTMENT OBJECTIVES, STRATEGIES AND RISKS		5
MORE INFORMATION ABOUT FUND MANAGEMENT		6
MORE INFORMATION ABOUT PURCHASING AND REDEEMING SHARES		8
ACCOUNT STATEMENTS		13
DISCLOSURE OF FUND PORTFOLIO HOLDINGS		14
TAXES AND DISTRIBUTIONS		14
PAYMENTS TO THIRD PARTIES BY THE MANAGER		15
FINANCIAL HIGHLIGHTS		16

SUMMARY SECTION

Investment Objective

The Torray Resolute Fund (the “Fund”) seeks to achieve long-term growth of capital.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

Shareholder Fees
(fees paid directly from your investment)	None
Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment)
Management Fees	1.00	%
Other Expenses	2.68	%
Total Annual Fund Operating Expenses	3.68	%
Less Fee Waivers and Expense Reimbursement*	(2.43	)%
Total Annual Fund Operating Expenses After Fee Waivers and Expense Reimbursement*	1.25	%

* Torray LLC has entered into a contractual agreement to waive fees and/or reimburse operating expenses of the Fund in order to limit the total annual operating expenses of the Fund to 1.25% of its average daily net assets through May 1, 2014. This expense limitation agreement may only be amended by the Fund’s Board of Trustees.

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 Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

1 Year	3 Years		5 Years		10 Years
$127	$	901	$	1,695	$	3,775

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Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 21.76% of the average value of its portfolio.

Principal Investment Strategy

The Fund’s strategy is to invest in a concentrated portfolio of predominantly large capitalization companies (those with capitalizations of $5 billion or more) with proven records of increasing earnings on a consistent and sustainable basis. The Fund employs a concentrated approach, investing in 25 to 30 stocks, a long-term orientation and a quality focus. Correlation of securities and underlying businesses is considered to minimize risk within the Fund. Initial positions range from 1.5% to 3.0% of the Fund’s assets and may be increased over time to between 3.0% and 5.0%. Individual positions will not exceed 7.0%. Sector weights are independent of benchmarks, ranging from 0.0% to 35.0%, and cash is not employed in a tactical or strategic manner.

Principal Risks of Investing in the Fund

General Risk. All investments are subject to inherent risks, and an investment in the Fund is no exception. Accordingly, you may lose money by investing in the Fund and investors face the risk that Torray LLC’s (the “Manager’s”) business analyses prove faulty.

Market Risk. The value of the Fund’s investments will fluctuate as markets fluctuate and could decline over short- or long-term periods.

Focused Portfolio Risk. The Fund attempts to invest in a limited number of securities. Accordingly, the Fund may have more volatility and is considered to have more risk than a fund that invests in a greater number of securities because changes in the value of a single security may have a more significant effect, either negative or positive, on the Fund’s net asset value (“NAV”). To the extent the Fund invests its assets in fewer securities, the Fund is subject to greater risk of loss if any of those securities becomes permanently impaired.

No Guarantee. An investment in the Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

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Performance Information

Below is a bar chart and performance table that provide some indication of the risks of investing in the Fund. The bar chart illustrates how the Fund’s annual total returns have varied from year to year. The performance table provides the Fund’s average annual total returns both on a before-tax and an after-tax basis and compares the Fund’s performance against the Fund’s primary benchmark index, the Russell 1000 Growth Index, as well as an additional benchmark index, the S&P 500 Stock Index. It is important to remember that the Fund’s past performance (both before and after taxes) does not indicate how the Fund will perform in the future. Updated performance information may be obtained at the Fund’s website torray.com/performance.html.

During the period covered by this bar chart, the Fund’s highest return for a calendar quarter was 15.66% in the first quarter of 2012, and the lowest return for a calendar quarter was (13.01)% in the third quarter of 2011.

Average Annual Total Returns

(For the periods ended December 31, 2012)

	1 Year			Since Inception December  31, 2010
The Torray Resolute Fund
Return Before Taxes		20.28	%		10.89	%
Return After Taxes on Distributions		20.20	%		10.85	%
Return After Taxes on Distributions and Sale of Fund Shares		13.29	%		9.33	%
Russell 1000 Growth Index (reflects no deduction for fees, expenses, or taxes)		15.26	%		8.77	%
S&P 500 Stock Index (reflects no deduction for fees, expenses, or taxes)		16.00	%		8.84	%

After-tax returns are calculated using the historically highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown. The after-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.

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Investment Adviser

The Fund’s investment manager is Torray LLC.

Portfolio Manager

Nicholas C. Haffenreffer is a Principal of Torray LLC and the manager of the Fund. He has managed the Fund since its inception.

Purchasing and Selling Fund Shares

To purchase shares of the Fund for the first time, you must invest $2,500. Additional purchases can be made for $500 or more.

You, your spouse, or your children may open a related account for an initial investment of $2,000 if your current account meets the minimum initial investment amount of $2,500. A related account can be a joint account with your spouse or children or a retirement account such as an IRA.

You may purchase and sell shares on any day that the New York Stock Exchange is open.

You may sell Fund shares through your financial intermediary or by contacting the Fund: (i) by telephone at 1-800-626-9769; or (ii) in writing c/o BNY Mellon Investment Servicing (US) Inc., P.O. Box 9803, Providence, RI 02940.

For more information about purchasing and redeeming fund shares, see “More Information About Purchasing and Redeeming Shares” on page 8 of this prospectus.

Tax Information

The Fund intends to make distributions that may be taxed as ordinary income or capital gains. Distributions on, and redemptions of, shares held in an IRA (or other tax-qualified plan) will not be currently taxable.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.

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MORE INFORMATION ABOUT INVESTMENT OBJECTIVES, STRATEGIES AND RISKS

Investment Objective

As noted earlier, the Fund seeks to achieve long-term growth of capital.

The Fund’s investment objective may be changed without shareholder approval. Shareholders will be provided with prior written notice of any changes to the Fund’s investment objective.

There is no guarantee that the Fund’s objective will be achieved.

Principal Investment Strategies

The Manager’s investment philosophy is based on the belief that employing a long-term approach in a concentrated portfolio of diverse businesses demonstrating the ability to increase earnings in a sustainable manner will generate consistent excess returns on a risk-adjusted basis.

The Fund’s strategy is to invest in large capitalization companies (those with capitalizations of $10 billion or more) with proven records of increasing earnings on a consistent and sustainable basis. Sustainable growth is a product of businesses characterized by durable competitive advantages, high returns on and efficient use of capital, low financial and operating volatility, high levels of recurring revenue and low exposure to cyclical trends. Companies are reviewed on a fundamental basis in the context of long-term secular themes.

The Fund employs a concentrated approach, investing in 25 to 30 stocks, with a long-term orientation and a quality focus. Correlation of securities and underlying businesses is considered to minimize risk within the Fund. Initial positions range from 1.5% to 3.0% of assets and may be increased over time to between 3.0% and 5.0%. Individual positions will not exceed 7.0%. Sector weights are independent of benchmarks, ranging from 0.0% to 35.0%, and cash is not employed in a tactical or strategic manner.

Risk control is an integral part of the Manager’s process. In the context of security selection, the focus is on quality, which is defined as businesses demonstrating consistent financial and operating metrics through a full business cycle, high returns on capital, appropriate leverage and reasonable valuation. Risk control is also a primary part of portfolio construction. In order to achieve effective diversification, correlation among existing and prospective holdings is measured through multiple periods, assigning preference to issues exhibiting low correlation to

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the portfolio and among sectors. Excess (positive or negative) relative performance also initiates the review of a security by the Manager.

Positions are reduced or sold if they exhibit excess valuation, reach sector or position limits, show increased business volatility, are replaced by higher conviction ideas or fail to fulfill the original investment thesis.

The Fund’s investment strategies may be changed without shareholder approval.

Principal Risks of Investing in the Fund

The Fund’s investors face the risk that the Manager’s business analyses prove faulty. The Fund’s portfolio is more concentrated than that of the typical mutual fund. If the fundamental prospects of a number of large holdings are misjudged, shareholders may suffer losses even during a time when the values of the general market and many other mutual funds are rising. Beyond that possibility, there is always a risk that money may be lost on investments in equity mutual funds, such as the Fund. This is so because stock prices fluctuate—sometimes widely—in response to many factors including, but not limited to, company-specific and industry-wide fundamentals, inflation, interest rates, investor psychology and so on. Investors that sell, whether through need or choice after prices have fallen, obviously will realize less, and depending upon the original cost of their shares, may suffer a loss.

MORE INFORMATION ABOUT FUND MANAGEMENT

The Fund’s investment manager is Torray LLC, 7501 Wisconsin Avenue, Suite 750W, Bethesda, Maryland 20814. Robert E. Torray is the Founder and Chairman of the Manager. Mr. Torray was also President of The Torray Corporation, a mutual fund manager that he founded in 1990, and the Chairman of Robert E. Torray & Co. Inc., a manager of large institutional portfolios that he founded May 1, 1972, each such entity having been succeeded to by the Manager.

Nicholas C. Haffenreffer is a Principal of Torray LLC and the manager of the Fund since its inception. Prior to joining Torray in 2010, he served as President of Resolute Capital Management LLC, a firm he founded in 1998 where he managed the firm’s Concentrated Large Growth and Small/Mid Cap Growth strategies from their inception. He also serves as a member of the Torray investment team and portfolio manager of the Torray Resolute Fund. Prior to founding Resolute, he was the Director of Research for Washington, DC-based Farr Miller & Washington, an equity analyst with T. Rowe Price Associates, Inc., where he worked on the Growth Stock Fund, and an equity analyst for Select Equity Group, Inc. in New York City. Additional information about the portfolio manager’s compensation, other accounts managed by the portfolio manager, and the portfolio manager’s ownership of securities in the Fund is available in the Fund’s Statement of Additional Information.

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Subject to the oversight of the Board of Trustees of the Fund, the Manager provides investment advice and portfolio management services and oversees the administration of the Fund. The Manager received 1.00% of the Fund’s average daily net assets as compensation for these services for the fiscal year ended December 31, 2012. The Manager has contractually agreed to waive fees and/or reimburse expenses of the Fund in order to limit the total annual operating expenses of the Fund to 1.25% of the Fund’s average daily net assets through May 1, 2014. A discussion regarding the basis for the Board of Trustees approving the investment advisory contract of the Fund is available in the Fund’s Annual Report to Shareholders for the period ended December 31, 2012.

Prior Performance of the Manager’s Comparable Accounts

The table below sets forth data relating to the historical performance of The Resolute Concentrated Large Growth Composite (the “Composite”), a composite of all of the separate investment advisory accounts managed by Resolute Capital Management LLC since March 31, 1998, which have substantially similar investment objectives, policies and strategies as the Fund, and which at all times were managed under the direction of Nicholas Haffenreffer, the portfolio manager of the Fund, while Mr. Haffenreffer was President of Resolute Capital Management LLC, and which he has continued to manage since joining Torray LLC on July 1, 2010.

The investment results presented below are not those of the Fund and are not intended to predict or suggest returns that might be experienced by the Fund or an individual investor having an interest in the Fund. These total return figures represent past performance and do not indicate future results, which will vary.

Average Annual Total Returns through December 31, 2012

	Past One Year			Past Three Years			Past Five Years			Past Ten Years			Since Composite Inception (03/31/98)(4)
Resolute Composite(1)		21.13	%		12.09	%		4.64	%		9.25	%		5.41	%
Russell 1000 Growth Index(2)		15.26	%		11.35	%		3.12	%		7.52	%		2.67	%
S&P 500 Stock Index(3)		16.00	%		10.87	%		1.66	%		7.10	%		3.63	%

⁽¹⁾  The performance information for the Composite is the gross total return as adjusted to reflect all applicable account fees including the highest advisory fee charged to the Manager’s private advisory accounts. To the extent that the operating expenses incurred by the private advisory accounts are lower than the expected operating expenses of the Fund, the performance results of the Composite would be greater than what Fund performance would have been. The accounts in the Composite were not subject to the requirements of the Investment Company Act of 1940, as amended, or Subchapter M of the Internal Revenue Code, which, if imposed, could have affected their performance. Torray LLC

7

claims compliance with the Global Investment Performance Standards (GIPS^®). CFA Institute created and administers the GIPS Standards. Torray LLC’s compliance with the GIPS Standards has been verified by Ashland Partners & Company LLC, a third party independent verification firm. A copy of compliant presentation and/or list of composite descriptions is available upon request.

⁽²⁾  The Russell 1000 Growth Index measures the performance of the large-cap growth segment of the U.S. equity universe. It includes companies with higher price-to-book ratios and higher forecasted growth values than the average U.S. company. This Index is unmanaged and does not reflect the fees and expenses typically incurred by mutual funds. Results include reinvested dividends.

⁽³⁾  The S&P 500 Stock Index measures the performance of 500 large-capitalization U.S. companies. This Index is unmanaged and does not reflect the fees and expenses typically incurred by mutual funds. Results include reinvested dividends.

⁽⁴⁾  Inception date of The Resolute Composite.

MORE INFORMATION ABOUT PURCHASING AND REDEEMING SHARES

Pricing Fund Shares

Orders to buy or redeem shares that are received in good order prior to the close of the Fund (generally 4:00 p.m. Eastern time) will be processed at the net asset value calculated that day. NAV is calculated by dividing the Fund’s net assets by the number of shares outstanding after the New York Stock Exchange (“NYSE”) closes for the day.

The Fund uses market quotes that are readily available to value its securities. In cases where quotes are not readily available, such as with respect to restricted securities, private placements or other types of illiquid securities, the securities will be valued using fair value guidelines approved by the Fund’s Board of Trustees.

How To Buy Shares

You may buy shares of the Fund on a no-load basis on any day that the NYSE is open.

The minimum initial purchase is $2,500. You should send your check payable to “The Torray Resolute Fund” with a completed account application to the Fund’s transfer agent:

Regular Mail Address	Courier Address
The Torray Resolute Fund	The Torray Resolute Fund
c/o BNY Mellon Investment Servicing (US) Inc.	c/o BNY Mellon Investment Servicing (US) Inc.
P.O. Box 9803	4400 Computer Drive
Providence, RI 02940-8003	Westborough, MA 01581-1722

8

Additional purchases can be made for $500 or more and should be sent to the applicable address above. Please remember to include your account number on your check.

You, your spouse, or your children may open a related account for an initial investment of $2,000 if your current account meets the minimum initial investment amount of $2,500. A related account can be a joint account with your spouse or children or a retirement account such as an IRA.

When you open a related account you may be asked to present additional documents as proof of the relationship in addition to an account application. You will also be asked to provide your existing account number and taxpayer identification number. You should use caution when giving these numbers to another person because that person may be able to gain access to your account or other confidential financial information.

You may purchase shares of the Fund through an intermediary, such as an investment representative or a broker-dealer, who may charge additional fees and may require higher minimum investments or impose other limitations on buying and selling shares. If you purchase shares through an intermediary, that party is responsible for transmitting orders by close of business and may have an earlier cut-off time for purchase and sale requests. Purchase and redemption orders placed through an intermediary will be deemed to have been received and accepted by the Fund when the intermediary accepts the order. Customer orders will be priced at the Fund’s NAV next computed after they are accepted by an authorized broker or the broker’s authorized designee. Intermediaries may also designate other intermediaries to accept purchase and redemption orders on the Fund’s behalf. Consult your investment representative for specific information.

Wire Instructions

To make an initial purchase by wire, please call 1-800-626-9769 to have an account number assigned, to make arrangements for the submission of your application form and for current wire instructions.

Please note that your bank may charge you a wire fee. Please make sure that the amount that reaches the Fund, after you pay your bank’s wire fee, is in the appropriate minimum investment amount required by the Fund. Mail your completed application form to the Transfer Agent at the address above. In order to properly credit your wire, you should call the Transfer Agent to alert the Fund regarding your wire and application form.

Automatic Investment Plan

Once an account has been opened, you can make additional purchases of shares automatically through the Automatic Investment Plan either monthly or quarterly via

9

Automated Clearing House (“ACH”). The minimum automatic investment is $500 and you have the option of choosing the 10^th, 15^th or 20^th day of the month or quarter as the transaction date. You may arrange for participation in the Automatic Investment Plan by completing the automatic investment plan section on the Account Application or by calling 1-800-626-9769.

How to Redeem Shares

You may redeem your shares either in writing or by telephone if you elected the telephone redemption privilege on your application. You should submit your written redemption request directly to:

Regular Mail Address	Courier Address
The Torray Resolute Fund	The Torray Resolute Fund
c/o BNY Mellon Investment Servicing (US) Inc.	c/o BNY Mellon Investment Servicing (US) Inc.
P.O. Box 9803	4400 Computer Drive
Providence, RI 02940-8003	Westborough, MA 01581-1722

If your account is held in the name of a corporation, as a fiduciary or agent, or as a surviving joint owner, you may be required to provide additional documents with your redemption request.

If your address of record has changed within the last 30 days of receipt of your redemption request, you will be required to obtain a medallion signature guarantee (see “Redemptions (including all IRA transfers) Sent to an Address Other Than the Address of Record” for more information on medallion signature guarantees).

The Fund and the transfer agent reserve the right to refuse any telephone transaction when they are unable to confirm to their satisfaction that a caller is the account owner or a person authorized by the account owner. Neither the Fund nor any of its service contractors will be liable for any loss or expense in acting upon telephone instructions that are reasonably believed to be genuine. The telephone transaction privilege may be suspended, limited, modified or terminated at any time without prior notice by the Fund or BNY Mellon Investment Servicing (US) Inc.

To redeem by telephone you can call 1-800-626-9769.

Please remember that all redemption requests must include your name and account number. The Fund may take up to seven days to pay redemption proceeds. If you redeem by wire transfer, the Fund’s transfer agent charges a fee (currently $10) for each wire redemption. If you are redeeming shares that were recently purchased by check, the proceeds may be delayed until the check for purchase clears; this may take up to 15 business days from the date of purchase.

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Redemption in Kind

It is currently the Fund’s policy to pay all redemptions in cash. The Fund retains the right, however, to alter this policy to provide for redemptions in whole or in part by a distribution in-kind of securities held by the Fund in lieu of cash. Shareholders may incur brokerage charges on the sale of any such securities so received in payment of redemptions.

Systematic Withdrawal Plan

You can also redeem shares automatically on a monthly, quarterly, semi-annual or annual basis via a Systematic Withdrawal Plan (“SWP”). To establish a SWP, an account must have a current market value of at least $2,500 or more and must have dividends reinvested. The minimum amount of the systematic withdrawal is $250. The systematic withdrawals can be sent by check to the address of record or to your bank via ACH provided the bank is an online member of ACH. Any check or ACH withdrawal will be sent the business day following the redemption date. You may establish this plan by completing the appropriate section on the Account Application or by calling 1-800-626-9769.

Redemptions (including all IRA transfers) Sent to an Address Other Than the Address of Record

For your protection, we will require an acceptable medallion signature guarantee (see below) for all fund redemptions that are sent to a different address than the address of record. This includes all IRA transfers. Redemption requests bearing a non-medallion signature guarantee will be returned to you in accordance with the transfer agent’s rejection procedures. This could significantly delay your redemption request as it will be returned to you via first class mail. The Fund will not be responsible for delays of this nature.

An acceptable medallion signature guarantee can be obtained from a domestic bank or trust company, broker/dealer, clearing agency, savings association, or other financial institution which is participating in any of the following three medallion programs: 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 required programs will not be accepted.

Additional Purchase and Redemption Information

The Fund reserves the following rights as they relate to purchases and redemptions:

• To redeem your shares if your account balance falls below $2,500 as a result of redemptions and not market performance. You will receive 30 days’ notice to increase the value of your account to $2,500 before the account is closed.

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• To refuse any purchase order.

• To refuse third-party checks, starter checks or cash equivalents for purchases of shares.

• To change or waive the Fund’s investment minimums.

• To suspend the right to redeem and delay redemption proceeds during times when trading on the NYSE is restricted or halted, or otherwise as permitted by the Securities and Exchange Commission (“SEC”).

• To require additional documentation or a medallion signature guarantee on any redemption request.

Shareholders should be aware that purchase and redemption requests mailed to the Fund’s Maryland address will not be processed until they are received by the Fund’s transfer agent (generally the next business day) at the address noted under “How to Buy Shares.” You can avoid delays by mailing requests for purchases and redemptions directly to the Fund’s transfer agent.

Escheatment of Shares to State

If no activity occurs in your account within the time period specified by applicable state law, the assets in your account may be considered abandoned and transferred (also known as “escheated”) to the appropriate state regulators. The escheatment time period and procedures vary by state.

Frequent Trading Policy

The Fund is intended for long-term investors and not for those who wish to trade frequently in Fund shares. Frequent trading into and out of the Fund can have adverse consequences for the Fund and for long-term shareholders in the Fund. The Fund believes that frequent or excessive short-term trading activity by shareholders of the Fund may be detrimental to long-term shareholders because those activities may, among other things: (a) dilute the value of shares held by long-term shareholders; (b) cause the Fund to maintain larger cash positions than would otherwise be necessary; (c) increase brokerage commissions and related costs and expenses; and (d) incur additional tax liability. The Fund therefore discourages frequent purchases and redemptions by shareholders and it does not make any effort to accommodate this practice. To protect against such activity, the Board of Trustees has adopted policies and procedures that are intended to permit the Fund to curtail frequent or excessive short-term trading by shareholders. At the present time the Fund does not impose limits on the frequency of purchases and redemptions, nor does it limit the number of exchanges into the Fund. The Fund reserves the right, however, to impose certain limitations at any time with respect to trading in shares of the Fund, including suspending or terminating trading privileges in Fund shares, for any investor whom it believes has a history of abusive trading or whose trading, in the judgment of the Fund, has been or may be disruptive to the Fund. It may not be feasible for the Fund

12

to prevent or detect every potential instance of abusive or excessive short-term trading.

Customer Identification Information

To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify and record information that identifies each person that opens a new account, and to determine whether such person’s name appears on government lists of known or suspected terrorists and terrorist organizations.

As a result, the Fund must obtain the following information for each person that opens a new account:

• Name;

• Date of birth (for individuals);

• Residential or business street address (although post office boxes are still permitted for mailing); and

• Social security number, taxpayer identification number or other identifying number.

You may also be asked for a copy of your driver’s license, passport or other identifying document in order to verify your identity. In addition, it may be necessary to verify your identity by cross-referencing your identification information with a consumer report or other electronic database. Additional information may be required to open accounts for corporations and other entities.

Federal law prohibits the Fund and other financial institutions from opening a new account unless they receive the minimum identifying information listed above. After an account is opened, the Fund may restrict your ability to purchase additional shares until your identity is verified. The Fund may close your account or take other appropriate action if it is unable to verify your identity within a reasonable time. If your account is closed for this reason, your shares will be redeemed at the NAV next calculated after the account is closed.

ACCOUNT STATEMENTS

The Fund provides you with:

• a confirmation statement after each transaction;

• an account statement reflecting your transactions for the calendar quarter;

• an account statement reflecting your annual transactions; and

• by February 15 of each year, certain tax information which is also filed with the Internal Revenue Service.

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The Fund provides the above shareholder services without charge, but may charge for special services such as requests for historical transcripts of accounts. Also, you may view your quarterly and annual statements on the Fund’s website at torray.com.

DISCLOSURE OF FUND PORTFOLIO HOLDINGS

A complete list of the Fund’s portfolio holdings is publicly available on a quarterly basis through applicable filings made with the SEC on Forms N-CSR and N-Q. Additional information is also available on the Fund’s website at www.torray.com. A description of the Fund’s policies and procedures with respect to the disclosure of its portfolio securities is provided in the Statement of Additional Information.

TAXES AND DISTRIBUTIONS

The Fund declares and pays dividends quarterly and net capital gains at least annually. All distributions will be invested in shares of the Fund unless you elect on your account application to receive distributions in cash. You can elect to cancel cash payments by notifying the Fund’s transfer agent, in writing, prior to the date of distribution. Your choice will be effective for distributions paid after the Fund receives your written notice.

The maximum tax rate for individual taxpayers applicable to long-term capital gains and income from certain qualifying dividends on certain corporate stock is generally either 15% or 20%, depending on whether the individual’s income exceeds certain threshold amounts. A shareholder will also have to satisfy a more than 60-day holding period for the Fund shares with respect to any distributions of qualifying dividends in order to obtain the benefit of the lower tax rates. These rate reductions do not apply to corporate taxpayers.

For taxable years beginning after December 31, 2012, an additional 3.8% Medicare tax will be imposed on certain net investment income (including ordinary dividends and capital gain distributions received from the Fund and net gains from redemptions or other taxable dispositions of Fund shares) of U.S. individuals, estates and trusts to the extent that such person’s “modified adjusted gross income” (in the case of an individual) or “adjusted gross income” (in the case of an estate or trust) exceeds certain threshold amounts.

The Fund will distribute substantially all of its investment income and capital gains, if any. The dividends and distributions you receive may be subject to federal, state and local taxation, depending upon your tax situation. Capital gains distributions may be taxable at different rates depending on the length of time the Fund holds its securities. Short-term capital gains are taxed as ordinary income. Each redemption of Fund shares is a taxable event. The Fund will generally withhold 30% (or lower applicable treaty rate) on distributions made to shareholders that are not

14

citizens or residents of the United States. You should consult a tax advisor regarding your investment in the Fund.

PAYMENTS TO THIRD PARTIES BY THE MANAGER

The Manager may, out of its own resources, and without additional direct cost to the Fund or its shareholders, provide compensation to certain financial intermediaries, such as broker-dealers and financial advisers, in connection with sales of shares of the Fund. This compensation is generally made to those intermediaries that provide shareholder servicing, marketing support, broker education, and/or access to sales meetings, sales representatives and management representatives of the intermediary. Compensation may also be paid to intermediaries for inclusion of the Fund on a sales list, including a preferred or select sales list, in other sales programs or as an expense reimbursement in cases where the intermediary provides shareholder services to Fund shareholders.

Please be aware that the Fund may use brokers who sell shares of the Fund to effect portfolio transactions. The Fund does not consider the sale of Fund shares as a factor when selecting brokers to effect portfolio transactions. The Fund has adopted procedures which address these matters. You should note that if one mutual fund sponsor makes greater distribution assistance payments than another, your broker or financial adviser and his or her firm may have an incentive to recommend one fund complex over another.

15

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the Fund’s financial performance. Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). The information has been audited by BBD, LLP, whose report, along with the Fund’s financial statements, is incorporated by reference into the Statement of Additional Information, which is available upon request.

	Year ended 12/31/12			Year ended 12/31/11			Period ended 12/31/10(3)
PER SHARE DATA
Net Asset Value, Beginning of Period	$	10.220		$	10.000		$	10.000
Income/(loss) from investment operations:
Net investment income		0.009	(2)(5)		0.003	(2)		0.000
Net gains on securities (both realized and unrealized)		2.064			0.221	(4)		0.000
Total from investment operations		2.073			0.224			0.000
Less: distributions
Dividends (from net investment income)		(0.006	)		(0.002	)		0.000
Distributions (from capital gains)		(0.047	)		(0.002	)		—
Total distributions		(0.053	)		(0.004	)		0.000
Net Asset Value, End of Year	$	12.240		$	10.220		$	10.000
TOTAL RETURN(1)		20.28	%		2.23	%		0.00	%
RATIOS/ SUPPLEMENTAL DATA
Net assets, end of year (000’s omitted)	$	10,320		$	2,801		$	100
Ratio of expenses to average net assets before expense reimbursement		3.68	%		5.90	%		0.00	%
Ratio of expenses to average net assets after expense reimbursement		1.25	%		1.25	%		0.00	%
Ratio of net investment income to average net assets		0.08	%(5)		0.03	%		0.00	%
Portfolio turnover rate		21.76	%		22.35	%		0.00	%

⁽¹⁾ Past performance is not predictive of future performance.

⁽²⁾ Calculated based on the average amount of shares outstanding during the period.

⁽³⁾ Commencement of operations on 12/31/10.

⁽⁴⁾ The amount of net gains on securities (both realized and unrealized) per share does not accord with the amounts reported in the Statement of Operations due to the timing of purchases and redemptions of Fund shares and fluctuating market values during the period.

⁽⁵⁾  For the year ended December 31, 2012, investment income per share reflects a special dividend which amounted to $0.01 per share. Excluding the special dividend, the ratio of net investment income to average net assets would have been (0.01)%.

16

INVESTMENT ADVISER

Torray LLC

7501 Wisconsin Avenue, Suite 750W

Bethesda, MD 20814

LEGAL COUNSEL

Dechert LLP

1900 K Street, N.W.

Washington, DC 20006

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

BBD, LLP

1835 Market St., 26^th Floor

Philadelphia, PA 19103

TRANSFER AGENT

BNY Mellon Investment Servicing (US) Inc.

4400 Computer Drive

Westborough, MA 01581-1722

UNDERWRITER

Foreside Funds Distributors LLC

400 Berwyn Park

899 Cassatt Road

Berwyn, PA 19312

HOW TO OBTAIN MORE INFORMATION

The Statement of Additional Information (SAI) contains additional information about the Fund including a more detailed discussion of its investment policies and the risks associated with various investments. The SAI is incorporated by reference into this prospectus. This means that the SAI is legally a part of the prospectus.

Additional information about the Fund’s investments is available in the Fund’s Annual and Semi-annual Reports to Shareholders. In the Fund’s Annual Report, you will find a discussion of the market conditions and investment strategies that significantly affected the Fund’s performance during its last fiscal year.

You may obtain a copy of the SAI or Reports to Shareholders by request and without charge by contacting the Fund at 1-800-443-3036, in writing to Torray LLC, 7501 Wisconsin Avenue, Suite 750W, Bethesda, Maryland 20814, or on the Fund’s website at torray.com/torrayresolutefund.html.

Information about the Fund (including the SAI) can be reviewed and copied at the Securities and Exchange Commission’s Public Reference Room in Washington, D.C., or from the EDGAR Database on the SEC’s website at http://www.sec.gov. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-202-551-8090. Copies of this information may be obtained upon payment of a duplicating fee by writing to: SEC, Public Reference Section, Washington, D.C. 20549-1520. You also may obtain this information upon payment of a duplicating fee, by e-mailing the SEC at the following address: publicinfo@sec.gov.

The Torray Fund - 811-06096

The

TORRAY

RESOLUTE

FUND

PROSPECTUS

May 1, 2013

EX-99.17.D

(17) (d) The Torray Resolute Fund Statement of Additional Information

THE TORRAY RESOLUTE FUND

Ticker: TOREX

STATEMENT OF ADDITIONAL INFORMATION

May 1, 2013

This Statement of Additional Information (“SAI”) is not a prospectus. This Statement of Additional Information should be read in conjunction with the Prospectus for The Torray Resolute Fund (the “Fund”) dated May 1, 2013. A copy of the Prospectus may be obtained by writing Torray LLC, 7501 Wisconsin Avenue, Suite 750W, Bethesda, Maryland 20814, or by telephoning toll free at 1-800-443-3036, or on the Fund’s website at torray.com/torrayresolutefund.html. The Fund’s most recent Annual Report is a separate document and includes the Fund’s audited financial statements, which are deemed to be incorporated by reference into this Statement of Additional Information.

The Fund is a separate series of The Torray Fund (the “Trust”). The Trust currently consists of two separate investment series.

TABLE OF CONTENTS

	Page
Organization of the Fund		2
Investment Objective, Policies, Risks And Restrictions		2
Investment Objective		2
Investment Restrictions		3
Management of the Fund		4
Independent Trustees		4
Interested Trustees and Officers of the Trust		4
Leadership Structure		5
Risk Oversight		6
Independent Trustees		7
Interested Trustees		7
Investment Manager and Other Services		8
The Manager		8
Code of Ethics		9
Other Services		9
Distributions		10
Brokerage Services		10
Description of the Fund’s Shares		11
Redemption of Shares and Determination of Net Asset Value		11
How to Redeem Shares		11
How Net Asset Value is Determined		11
Taxes		12
Calculation of Return and Performance Comparisons		13
Calculation of Return		13
Performance Comparisons		14
Proxy Voting		14
Disclosure of Fund Portfolio Holdings		14
Financial Statements		15

ORGANIZATION OF THE FUND

The Trust was established as a Massachusetts business trust under the laws of Massachusetts by an Agreement and Declaration of Trust dated April 19, 1990. The Trust’s fiscal year ends on December 31 of each year.

Under Massachusetts law, shareholders could, under certain circumstances, be held liable for the obligations of the Fund. However, the Fund’s Agreement and Declaration of Trust disclaims shareholder liability for acts or obligations of the Fund and requires that notice of such disclaimer be given in each agreement, obligation or instrument entered into or executed by the Fund or the Trustees. The Agreement and Declaration of Trust provides for indemnification out of the Fund’s property for all loss and expense of any shareholder of the Fund held liable on account of being or having been a shareholder. Thus, the risk of a shareholder incurring financial loss on account of shareholder liability is limited to circumstances in which the Fund would be unable to meet its obligations.

INVESTMENT OBJECTIVE, POLICIES, RISKS AND RESTRICTIONS

Investment Objective

The Fund is a diversified, open-end management investment company. The Fund’s investment objective is to achieve long-term growth of capital. There is no guarantee that the Fund will achieve its investment objective.

In pursuit of its investment objective, the Fund invests in a concentrated portfolio of predominantly large capitalization companies (those with capitalizations of $5 billion or more) with proven track records of increasing earnings on a consistent and sustainable basis. The Fund may invest in the following:

Equity Securities. Since the Fund purchases equity securities, including common stocks, preferred stocks and securities convertible into common stocks, the Fund is subject to the risks that stock prices both individually and market-wide will fall over short or extended periods of time, and that prices of the equity securities held by the Fund may fluctuate from day-to-day. Historically, the stock markets have moved in cycles. Individual companies may report poor results or be negatively affected by industry and/or economic trends and developments. The stock prices of these companies may suffer a decline in response. These factors contribute to price volatility. Therefore, in order to be successful, investors must accept that, although the stocks of good companies generally rise over long periods, they can trade at virtually any price in the short run.

Fixed-Income Securities. The Fund may invest in fixed-income securities consisting of corporate notes, bonds and debentures, which may include convertible notes and bonds. Fixed-income securities are subject to interest rate risk which refers to the risk that the value of the Fund’s fixed-income securities can change in response to changes in prevailing interest rates causing volatility and possible loss of value in response to the movement in interest rates. The Fund is not limited with respect to the investment rating of the fixed-income securities in which it may invest and it may therefore purchase securities with investment ratings below investment grade. Securities that are rated below investment grade are subject to risks related to the credit quality of the issuer of the security. Such high yield/high risk securities are further subject to the risk that changes in economic conditions could lead to a weakened capacity of the issuers of the securities to make principal and interest payments, which is not necessarily the case with issuers of higher rated securities.

U.S. Treasury Securities. The Fund is free to invest in U.S. Treasury Securities of varying maturities. There are usually no brokerage commissions as such paid by the Fund in connection with the purchase of such instruments. The value of such securities can be expected to vary inversely to the changes in prevailing interest rates. Thus, if interest rates have increased from the time a security was purchased, such security, if sold, might be sold at a price less than its cost. Similarly, if interest rates have declined from the time a security was purchased, such security, if sold, might be sold at a price greater than its cost. See “Brokerage Services” for a discussion of underwriters’ commissions and dealers’ spreads involved in the purchase and sale of such instruments.

Temporary Defensive Position. When adverse market or economic conditions occur, the Fund may temporarily invest all or a portion of its total assets in defensive instruments, including money market instruments, cash and cash equivalents. When following a defensive strategy, the Fund will be less likely to achieve its investment objective.

The investment objective and policies of the Fund set forth above and in the Prospectus may be changed without shareholder approval. Shareholders will be provided with prior written notice of any changes to the Fund’s investment objective.

2

Investment Restrictions

Without a vote of the majority of the outstanding voting securities of the Fund, the Fund will not take any of the following actions:

(1) Borrow money in excess of 5% of the value (taken at the lower of cost or current value) of the Fund’s total assets (not including the amount borrowed) at the time the borrowing is made, and then only from banks as a temporary measure to facilitate the meeting of redemption requests (and not for leverage) or for extraordinary or emergency purposes.

(2) Pledge, hypothecate, mortgage or otherwise encumber its assets in excess of 10% of the Fund’s total assets (taken at cost), and then only to secure borrowings permitted by Restriction 1 above.

(3) Purchase securities on margin, except such short-term credits as may be necessary for the clearance of purchases and sales of securities.

(4) Make short sales of securities or maintain a short position for the account of the Fund unless at all times when a short position is open the Fund owns an equal amount of such securities or owns securities which, without payment of any further consideration, are convertible into or exchangeable for securities of the same issue as, and equal in amount to, the securities sold short.

(5) Underwrite securities issued by other persons except to the extent that, in connection with the disposition of its portfolio investments, it may be deemed to be an underwriter under federal securities laws.

(6) Purchase or sell real estate, although it may invest in securities of issuers which deal in real estate, including securities of real estate investment trusts, and may purchase securities which are secured by interests in real estate.

(7) Purchase or sell commodities or commodity contracts, including future contracts.

(8) Make loans, except by purchase of debt obligations or by entering into repurchase agreements.

(9) Invest in securities of any issuer if, immediately after such investment, more than 5% of the total assets of the Fund (taken at current value) would be invested in the securities of such issuer, except that up to 25% of the Fund’s total assets taken at current value may be invested without regard to such 5% limitation; provided, however, that this limitation does not apply to obligations issued or guaranteed as to interest and principal by the U.S. government or its agencies or instrumentalities.

(10) Acquire more than 10% of the voting securities of any issuer.

(11) Concentrate more than 25% of the value of its total assets in any one industry.

(12) Issue senior securities, except to the extent permitted by the Investment Company Act of 1940, as amended (the “1940 Act”), by a Securities and Exchange Commission (“SEC”) exemptive order, or by the SEC.

It is contrary to the Fund’s present policy, which may be changed by the Trustees without shareholder approval, to pledge or hypothecate its assets, make any short sales of securities, maintain any short position for the account of the Fund, issue senior securities, or purchase foreign securities which are not publicly traded in the United States. In addition, it is contrary to the Fund’s present policy to:

(1) Invest more than 10% of the Fund’s net assets (taken at current value) in securities which at the time of such investment are not readily marketable.

(2) Write (sell) or purchase options.

(3) Buy or sell oil, gas or other mineral leases, rights or royalty contracts.

(4) Make investments for the purpose of gaining control of a company’s management.

All percentage limitations on investments set forth herein and in the Prospectus will apply at the time of the making of an investment and shall not be considered violated unless an excess or deficiency occurs or exists immediately after and as a result of such investment.

The phrase “shareholder approval,” as used in the Prospectus, and the phrase “vote of a majority of the outstanding voting securities,” as used herein, means the affirmative vote of the lesser of (1) more than 50% of the outstanding shares of the Fund, or (2) 67% or more of the shares of the Fund present at a meeting if more than 50% of the outstanding shares are represented at the meeting in person or by proxy.

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MANAGEMENT OF THE FUND

The Trust is overseen by a Board of Trustees (the “Board”), who has delegated the day-to-day management to the officers of the Trust. The Board meets regularly to review the Fund’s activities, contractual arrangements, and performance. The Trustees and officers serve until their successors are elected and qualified, or until the trustee or officer dies, resigns or is removed, or becomes disqualified.

Information regarding the Trustees and officers of the Trust is provided below. As used in this Statement of Additional Information, “Fund Complex” includes each series of the Trust, The Torray Fund and The Torray Resolute Fund.

Independent Trustees

Name, Age, Address* and Positions with the Trust	Term of Office and Length of Time Served	Principal Occupation During the Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held
Carol T. Crawford Age: 70 Trustee	Indefinite Term since 2006	Attorney and International Trade Consultant, McLean, VA	2	Director, Smithfield Foods, Inc., Smithfield, VA
Bruce C. Ellis Age: 68 Trustee	Indefinite Term since 1993	Private Investor, Bethesda, MD	2	None
Robert P. Moltz Age: 65 Trustee	Indefinite Term since 1990	Chairman and CEO, Weaver Bros. Insurance Associates, Inc., Bethesda, MD	2	None
Wayne H. Shaner** Age: 65 Trustee and Chairman of the Board	Indefinite Term since 1993	Managing Partner, Rockledge Partners, LLC, Investment Advisory Firm, Easton, MD (Jan. 2004-present); Vice President, Torray LLC, Bethesda, MD (Jan. 2008-June 2008)	2	Director, Van Eck Funds New York, NY

Interested Trustees and Officers of the Trust

Name, Age, Address* and Positions with the Trust	Term of Office and Length of Time Served	Principal Occupation During the Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held
William M Lane*** Age: 62 Trustee, Treasurer and Secretary	Indefinite Term since 1990	Executive Vice President and Secretary, Torray LLC, Bethesda, MD (Oct. 2005-present); Chief Compliance Officer, Torray LLC, Bethesda, MD. (Oct. 2005-Mar. 2011); Vice President, Secretary, Treasurer and Chief Compliance Officer, Robert E. Torray & Co. Inc., Bethesda, MD (Jul. 1984-Oct. 2005).	2	None
Robert E. Torray Age: 76 President	Indefinite Term since 2007	Chairman, Torray LLC, Bethesda, MD (2005-present); President, Torray LLC, Bethesda, MD (2007-present); President, Robert E. Torray & Co. Inc., Bethesda, MD (May 1972-Oct. 2005).	N/A	None

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Name, Age, Address* and Positions with the Trust	Term of Office and Length of Time Served	Principal Occupation During the Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held
Barbara Warder Age: 55 Chief Compliance Officer and Anti-Money Laundering Officer	Indefinite Term since 2011	Chief Compliance Officer and Anti-Money Laundering officer, Torray LLC, Bethesda, MD (Mar. 2011-present); Chief Operating Officer and Chief Compliance Officer, Resolute Capital Management, Washington, DC (Mar. 1998-Jun 2010).	N/A	None

* All addresses are c/o The Torray Fund, 7501 Wisconsin Avenue, Suite 750W, Bethesda, MD 20814-6519.

** Mr. Shaner is deemed to be an independent Trustee effective as of January 1, 2011.

*** Mr. Lane, by virtue of his employment with Torray LLC, the Trust’s investment adviser, is considered an “interested person” of the Trust, as that term is defined in Section 2(a)(19) of the 1940 Act.

Leadership Structure

Board Leadership Structure. Wayne H. Shaner serves as the Chairman of the Board of the Trust and in this capacity he presides at all meetings of the Trustees and oversees the functioning of the Board’s activities. The Chairman may perform such other functions as may be requested by the members of the Board from time to time. Except for any duties specified herein or pursuant to the Trust’s Declaration of Trust and By-Laws, the designation of Chairman does not impose on Mr. Shaner any duties, obligations or liability that are greater than the duties, obligations or liability imposed on such person as a member of the Board. The majority of the Board is comprised of Trustees who are not interested persons of the Trust (the “Independent Trustees”) and the Board believes that by maintaining a Board that has a majority of Independent Trustees allows the Board to operate in a manner that provides for an appropriate level of independent action and oversight. In accordance with applicable regulations regarding the governance of the Trust, the Independent Trustees meet in a separate quarterly session in conjunction with each quarterly meeting of the Board during which they review matters relating to their independent oversight of the Trust.

The Board has designated various standing committees, as further discussed below, each of which has a Chairman who is an Independent Trustee. The Board may also designate working groups or ad hoc committees as it deems appropriate, from time to time.

The Board regularly reviews this leadership structure and believes it to be appropriate because it allows the Board to exercise informed judgment over matters under its purview, and it allocates areas of responsibilities among committees of Trustees and the full Board in a manner that enhances effective oversight.

Trustee Qualifications. There are no specific required qualifications for Board membership. The Board believes that the different perspectives, viewpoints, professional experience, education and individual attributes of each Trustee represent a diversity of experiences and skills. In addition to the table above, the following is a brief discussion of the specific experience, qualifications, attributes and skills that led to the conclusion that each person identified below is qualified to serve as a Trustee.

Carol T. Crawford – As a trained attorney, Ms. Crawford has experience with various business, legal and regulatory issues. In addition, Ms. Crawford also has useful board experience derived from her service on other boards.

Bruce C. Ellis – As a private investor with previous business and management experience, Mr. Ellis has familiarity with a variety of business and financial matters. He also has experience as a longstanding member of the Board.

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Robert P. Moltz – As the president of a privately-owned independent insurance agency, Mr. Moltz has experience with a variety of business, financial, management, regulatory and operational issues. In addition, Mr. Moltz also serves as Chairman of the Trust’s Audit Committee and he also has experience as a longstanding member of the Board.

William M Lane – Through his position as an officer of the Manager, Mr. Lane has experience in the management and operation of registered investment companies, enabling him to provide management input and guidance to the Board. In addition, he also has experience as a longstanding member of the Board.

Wayne H. Shaner – As someone who has been a participant in the investment industry for over thirty years, Mr. Shaner has extensive experience in the area of portfolio management. In addition, Mr. Shaner also has useful board experience derived from his service on other boards and he has experience as a longstanding member of the Board.

Board Committees. The Board has an Audit Committee, a Nominating and Corporate Governance Committee and a Valuation Committee. The Audit Committee and the Nominating and Corporate Governance Committee are each comprised of all of the Board’s Independent Trustees. The Valuation Committee is comprised of at least two of the Board’s Independent Trustees. The Valuation Committee meets quarterly, as needed, in the event that the Fund holds any securities that are subject to valuation and it reviews the fair valuation of such securities on an as needed basis. The Valuation Committee did not meet during the fiscal year ended December 31, 2012. The Audit Committee oversees the Trust’s accounting and financial reporting policies and practices and oversees the quality and objectivity of the Trust’s financial statements and the independent audit thereof. Mr. Moltz serves as chair of the Audit Committee. During the fiscal year ended December 31, 2012, the Audit Committee met two times. The Nominating and Corporate Governance Committee evaluates the qualifications of Board member candidates and makes nominations for Independent Trustee membership on the Board. Ms. Crawford serves as chair of the Nominating and Corporate Governance Committee. The Committee does not generally consider nominees recommended by shareholders. This Committee also oversees the Board governance process and has responsibility for periodically reviewing Board composition, Board compensation, Board committees and related Board process matters relating to Board governance practices. The Nominating and Corporate Governance Committee did not meet during the fiscal year ended December 31, 2012.

Risk Oversight

Board Oversight of Risk Management. The Fund is subject to various risks including, among others, investment, financial, compliance, valuation and operational risks. Day-to-day risk management functions are included within the responsibilities of the Manager, and other service providers who carry out the Fund’s investment management and business affairs. The Manager and other service providers each have their own, independent interest in risk management, and their policies and procedures for carrying out risk management functions will depend, in part, on their individual priorities, resources and controls.

The Board has not established a standing risk oversight committee. Instead, in fulfilling its risk oversight responsibilities, the Board regularly solicits and/or receives reports from the Manager, the Fund’s Chief Compliance Officer (“CCO”) and from legal counsel to the Trust. The Board has designated the CCO to oversee the risk management processes, procedures and controls for the Trust. In this role, the CCO reports directly to the Board’s Independent Trustees and provides quarterly reports to the Board, in addition to an annual report to the Board in accordance with the Fund’s compliance policies and procedures and applicable regulatory requirements. The CCO also regularly provides the Board with updates on the application of the Fund’s compliance policies and procedures and how these procedures are designed to mitigate risk. In addition, as part of the Board’s periodic review of the Fund’s advisory and other service provider arrangements, the Board may consider risk management aspects of their operations and the functions for which they are responsible. The Board may, at any time and in its discretion, change the manner in which it conducts its risk oversight role in response to various relevant factors.

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For the fiscal year ended December 31, 2012, the dollar range of equity securities owned by each Trustee in the Fund and the Fund Complex is as follows:

Independent Trustees

Name of Trustee	Dollar Range of Equity Securities in the Fund	Aggregate Dollar Range of Equity Securities in All Funds Overseen by  Trustee in Family of Investment Companies
Carol T. Crawford	$0	$10,001-50,000
Bruce C. Ellis	$0	Over $100,000
Robert P. Moltz	$0	Over $100,000
Wayne H. Shaner	$0	$1-$10,000

Interested Trustees

Name of Trustee	Dollar Range of Equity Securities in the Fund	Aggregate Dollar Range of Equity Securities in All Funds Overseen by  Trustee in Family of Investment Companies
William M Lane	Over $100,000	Over $100,000

The Fund’s Agreement and Declaration of Trust provides that the Fund will indemnify its Trustees and each of its officers against liabilities and expenses incurred in connection with the litigation in which they may be involved because of their offices with the Fund, except if it is determined in the manner specified in the Agreement and Declaration of Trust that they have not acted in good faith in the reasonable belief that their actions were in the best interests of the Fund or that such indemnification would relieve any officer or Trustee of any errors and omissions to the Fund or its shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of his or her duties.

The Trustees set their level of compensation, which may be subject to change from time to time. Each of the Trustees who are not officers or employees of Torray LLC receives an annual retainer of $14,000, plus $2,000 for each Trustees’ meeting attended. The Chairman of the Board receives an additional annual retainer of $10,000. The salaries and expenses of each of the Trust’s officers are paid by the Manager. The Trustees do not receive any pension or retirement benefits.

The following table exhibits Trustee compensation for the fiscal year ended December 31, 2012.

Name of Trustee	Aggregate Compensation from the Fund	Aggregate Compensation from Fund Complex
Carol T. Crawford	$7,333	$22,000
Bruce C. Ellis	$7,333	$22,000
Robert P. Moltz	$7,333	$22,000
Wayne H. Shaner	$10,667	$32,000
William M Lane	$0	$0

As of April 2, 2013, the Trustees, officers, and affiliated persons of the Fund, as a group, owned 76.88% of the outstanding shares of the Fund.

As of April 2, 2013, the following individuals and/or entities owned beneficially or of record, for their own account or the accounts of their customers, more than 5% of the outstanding shares of the Fund:

Shareholder	# of Shares		% of Fund
Strafe & Co Robert E. Torray Revocable Trust Newark, DE 19714-6924		582,202.336	68.31%
Charles Schwab & Co. Inc. FBO Schwab Customers San Francisco, CA 94104-4122		179,227.654	21.03%

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INVESTMENT MANAGER AND OTHER SERVICES

The Manager

Pursuant to a written management contract (“Management Agreement”) between the Fund and Torray LLC (the “Manager”) and subject to such policies as the Trustees of the Fund may determine, the Manager, at its expense, will furnish continuously an investment program for the Fund and will make investment decisions on behalf of the Fund and place all orders for the purchase and sale of portfolio securities subject always to applicable investment objectives, policies and restrictions. The Fund pays the Manager a fee, computed daily and payable monthly, at the annual rate of 1.00% of the Fund’s average daily assets. The Manager is a Maryland limited liability company organized in 2005. The Manager is the successor to the Fund’s prior investment adviser, The Torray Corporation.

Pursuant to the Management Agreement and subject to the control of the Trustees, the Manager also manages, supervises and conducts the other affairs and business of the Fund, furnishes office space and equipment, provides bookkeeping and certain clerical services and pays all fees and expenses of the officers of the Fund. As indicated under “Brokerage Services,” the Fund’s portfolio transactions may be placed with brokers which furnish the Manager, without cost, certain research, statistical and quotation services of value to it or its affiliates in advising the Fund or their other clients. In so doing, the Fund may incur greater brokerage commissions than it might otherwise pay.

The Management Agreement has been approved by the Trustees of the Fund. By its terms, the Management Agreement will continue in force from year to year, but only so long as its continuance is approved at least annually by the Trustees at a meeting called for that purpose or by the vote of a majority of the outstanding shares of the Fund. The Management Agreement automatically terminates on assignment, and is terminable upon notice by the Fund. In addition, the Management Agreement may be terminated on not more than 60 days notice by the Manager to the Fund. In the event the Manager ceases to be the Manager of the Fund, the right of the Fund to use the identifying name of “Torray” may be withdrawn.

The table below sets forth the management fees paid by the Fund for the fiscal years ended December 31, 2011 and 2012. The Fund commenced operations on December 31, 2010 and therefore did not pay a management fee prior to 2011.

Management Fees Paid
2012	2011
$34,766	$16,691

The Fund pays, in addition to the management fee described above, all expenses not borne by the Manager, including, without limitation, fees and expenses of the Trustees, interest charges, taxes, brokerage commissions, expenses of issue or redemption of shares, fees and expenses of registering and qualifying the shares of the Fund for distribution under federal and state laws and regulations, charges of custodians, auditing and legal expenses, reports to shareholders, expenses of meetings of shareholders, expenses of printing and mailing prospectuses, proxy statements and proxies to existing shareholders and insurance premiums.

The Management Agreement provides that the Manager shall not be subject to any liability in connection with the performance of its services thereunder in the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of its obligations and duties.

The Manager has contractually agreed to waive fees and/or reimburse operating expenses of the Fund in order to limit the total annual operating expenses of the Fund to 1.25% of Fund’s average daily net assets through May 1, 2014. This expense limitation agreement may only be amended by the Fund’s Board of Trustees. For the fiscal year ended December 31, 2012, the Manager waived fees (including management fees) and reimbursed expenses in the amount of $84,400 and for the fiscal year ended December 31, 2011, the Manager waived fees (including management fees) and reimbursed expenses in the amount of $78,041.

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Nicholas C. Haffenreffer serves as the portfolio manager of the Fund. The following table lists the number and types of other accounts managed by Mr. Haffenreffer and assets under management in those accounts as of December 31, 2012:

Portfolio Manager	Other Registered Investment Company Accounts		Assets Managed ($ millions)		Other Pooled Investment Vehicle Accounts		Assets Managed ($ millions)		Other Accounts		Assets Managed ($ millions)		Total Assets Managed ($ millions)
Nicholas C. Haffenreffer		0		$0		0		$0		85		$134		$144

As indicated in the table above, portfolio managers at the Manager may manage accounts for multiple clients. The portfolio managers manage other registered investment companies, other types of pooled accounts (such as private investment funds), and separate accounts (i.e., accounts managed on behalf of individuals for public or private institutions). Portfolio managers at the Manager make investment decisions for each account based on the investment objectives and policies and other relevant investment considerations applicable to that portfolio. Because a portfolio manager’s compensation is affected by revenues earned by the Manager, the incentives associated with any given account may be higher or lower than those associated with other accounts. The Manager has adopted and implemented policies and procedures, including brokerage and trade allocation policies and procedures, which it believes address the conflicts associated with managing multiple accounts for multiple clients. The Manager monitors a variety of areas, including compliance with account investment guidelines, the allocation of initial public offerings and other similar investment opportunities, and compliance with the Manager’s Code of Ethics.

The portfolio manager’s compensation consists of a fixed annual salary, plus additional remuneration based on the overall performance of the Manager for the Manager’s most recently completed fiscal year of operations. This additional remuneration, if any, is not based on the performance of the Manager as compared to a particular benchmark investment index and instead is based on the economic performance of the Manager from its business operations.

The dollar range of equity securities of the Fund beneficially owned by the Fund’s portfolio manager as of December 31, 2012 is as follows:

Portfolio Manager	Dollar Range of Equity Securities of The Fund Beneficially Owned
Nicholas C. Haffenreffer		$10,001-$50,000

Code of Ethics

The Fund and the Manager have adopted a joint Code of Ethics pursuant to Rule 17j-1 under the Investment Company Act of 1940. This Code of Ethics applies to the personal investing activities of trustees, officers and certain employees (“access persons”) of the Fund and the Manager. Rule 17j-1 and the Code of Ethics is designed to prevent unlawful practices in connection with the purchase or sale of securities by access persons. Under the Code of Ethics, access persons are permitted to engage in personal securities transactions, but are required to report their personal securities transactions for monitoring purposes. In addition, certain access persons are required to obtain approval before investing in initial public offerings or private placements. A copy of the Code of Ethics is on file with the SEC, and is available to the public at www.sec.gov.

Other Services

Custodian and Transfer Agent. The Bank of New York Mellon, One Wall Street, New York, NY 10286, is the custodian for the Fund. BNY Mellon Investment Servicing (US) Inc., 760 Moore Road, King of Prussia, PA 19406, serves as transfer agent and shareholder servicing agent to the Fund.

Administrator. Pursuant to an Amended and Restated Administration Agreement among the Manager, BNY Mellon Investment Servicing (US) Inc. (“BNY Mellon”) and the Trust, BNY Mellon performs certain accounting and administrative services for the Trust including portfolio and general ledger accounting, daily valuation of all portfolio securities, NAV calculation, preparation and coordination of the annual update to the Trust’s registration statement and assisting with various SEC filings. BNY Mellon also keeps all books and records with respect to the Fund as it is required to maintain pursuant to Rule 31a-1 of the Investment Company Act of 1940, as amended, monitors the Fund’s status as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended, and calculates required tax distributions. BNY Mellon received an administration and accounting services fee of $435.00 for the fiscal year ended December 31, 2012.

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The Fund commenced operations on December 31, 2010 and therefore did not pay an administration and accounting fee prior to 2011. The Manager has undertaken to pay the Fund’s Administration and accounting services fees.

Independent Registered Public Accounting Firm. The Fund’s independent registered public accounting firm is BBD, LLP, 1835 Market St., 26th Floor, Philadelphia, PA 19103.

Underwriter. Foreside Funds Distributors LLC (the “Underwriter”), located at 400 Berwyn Park, 899 Cassatt Road, Berwyn, PA 19312, serves as the principal underwriter of the Fund’s shares. The Underwriter acts as the Fund’s principal underwriter in a continuous public offering of the Fund’s shares.

Fund Counsel. Dechert LLP, 1900 K Street, N.W. Washington, D.C. 20006, serves as counsel to the Trust.

DISTRIBUTIONS

Distributions from Net Investment Income. The Fund pays out substantially all of its net investment income (i.e., dividends, interest it receives from its investments, and short-term gains). It is the present policy of the Fund to declare and pay distributions from net investment income quarterly.

Distributions of Capital Gains. The Fund’s policy is to distribute annually substantially all of the net realized capital gain, if any, after giving effect to any available capital loss carryover. Net realized capital gain is the excess of net realized long-term capital gain over net realized short-term capital loss.

BROKERAGE SERVICES

Transactions on stock exchanges and other agency transactions involve the payment by the Fund of negotiated brokerage commissions. Such commissions vary among different brokers. Also, a particular broker may charge different commissions according to such factors as the difficulty and size of the transaction. There is generally no stated commission in the case of securities traded in the over-the-counter markets but the price paid by the Fund usually includes a dealer commission or mark-up. It is anticipated that most purchases and sales of short-term portfolio securities will be with the issuer or with major dealers in money market instruments acting as principals. In underwritten offerings, the price paid includes a disclosed, fixed commission or discount retained by the underwriter or dealer.

When the Manager places orders for the purchase and sale of portfolio securities for the Fund and buys and sells securities for the Fund, it is anticipated that such transactions will be effected through a number of brokers and dealers. In so doing, the Manager intends to use its best efforts to obtain for the Fund the most favorable price and execution available, except to the extent that it may be permitted to pay higher brokerage commissions as described below. In seeking the most favorable price and execution, the Manager considers all factors it deems relevant, including, by way of illustration, price, the size of the transaction, the nature of the market for the security, the amount of commission, the timing of the transaction taking into account market prices and trends, the reputation, experience and financial stability of the broker/dealer involved and the quality of service rendered by the broker/dealer in other transactions.

It has for many years been a common practice in the investment advisory business for advisors of investment companies and other institutional investors to receive research, statistical and quotation services from brokers which execute portfolio transactions for the clients of such advisors. Consistent with this practice, the Manager may receive research, statistical and quotation services from brokers with which the Fund’s portfolio transactions are placed. These services, which in some instances could also be purchased for cash, include such matters as general economic and security market reviews, industry and company reviews, evaluations of securities and recommendations as to the purchase and sale of securities. Some of these services may be of value to the Manager in advising various clients (including the Fund), although not all of these services are necessarily useful and of value in managing the Fund. The fees paid to the Manager are not reduced because it receives such services.

As permitted by Section 28(e) of the Securities Exchange Act of 1934 and the Management Agreement, the Manager may cause the Fund to pay a broker which provides “brokerage and research services” (as defined in the Act) to the Manager an amount of disclosed commission for effecting a securities transaction for the Fund in excess of the commission which another broker would have charged for effecting that transaction. The authority of the Manager to cause the Fund to pay any such greater commissions is subject to such policies as the Trustees may adopt from time to time.

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Under the 1940 Act, persons affiliated with the Fund are prohibited from dealing with the Fund as a principal in the purchase and sale of securities.

The total brokerage commissions paid for the fiscal years ended December 31, 2011 and 2012 were $1,201 and $2,369 respectively. The Fund commenced operations on December 31, 2010 and therefore did not pay brokerage commissions prior to 2011.

DESCRIPTION OF THE FUND’S SHARES

The Trust is organized as a Massachusetts business trust and currently consists of two separate series of shares. Shares of each series of the Trust, including the Fund, consist of an unlimited number of shares, without par value. Under the Trust’s Agreement and Declaration of Trust, the Trustees of the Trust are authorized to divide the interests in the Trust into additional series of shares. Shareholders are entitled to one vote for each full share held and a proportionate fractional vote for any fractional shares held. No share of the Fund shall have any priority or preference over any other share of the Fund with respect to dividends or distributions upon termination of the Trust. Shareholders have no preemptive or other rights to subscribe to any additional shares or other securities issued by the Trust.

REDEMPTION OF SHARES AND DETERMINATION OF NET ASSET VALUE

How to Redeem Shares

The procedures for redemption of Fund shares are summarized in the text of the Prospectus following the caption “Purchasing and Redeeming Shares—How to Redeem Shares.” Redemption requests must be in good order, as defined in the Prospectus. Upon receipt of a redemption request in good order, the shareholder will receive a check equal to the net asset value of the redeemed shares next determined after the redemption request has been received. The Fund will accept redemption requests only on days the New York Stock Exchange (“NYSE”) is open. Proceeds will normally be forwarded on the next day on which the NYSE is open; however, the Fund reserves the right to take up to seven days to make payment if, in the judgment of the manager, the Fund could be adversely affected by immediate payment. The proceeds of redemption may be more or less than the shareholder’s investment and thus may involve a capital gain or loss for tax purposes. If the shares to be redeemed represent an investment made by check, the Fund reserves the right not to forward the proceeds of the redemption until the check has been collected.

The Fund may suspend the right of redemption and may postpone payment only when the NYSE is closed for other than customary weekends and holidays, or if permitted by the rules of the SEC during periods when trading on the NYSE is restricted or during any emergency which makes it impracticable for the Fund to dispose of its securities or to determine fairly the value of its net assets, or during any other period permitted by order of the SEC.

The Fund reserves the right to redeem shares and mail the proceeds to the shareholder if at any time the net asset value of the shares in the shareholder’s account in the Fund falls below a specified level, currently set at $2,500. Shareholders will be notified and will have 30 days to bring the account up to the required level before any redemption action will be taken by the Fund. The Fund also reserves the right to redeem shares in a shareholder’s account in excess of an amount set from time to time by the Trustees. No such limit is presently in effect, but such a limit could be established at any time and could be applicable to existing as well as future shareholders.

How Net Asset Value is Determined

The net asset value per share of the Fund is determined once on each day on which the NYSE is open, as of the close of the NYSE. The Trust expects that the days, other than weekend days, that the NYSE will not be open are New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. The Fund’s portfolio securities for which market quotations are readily available are valued at market value, which is determined by using the last reported sale price, or, if no sales are reported—and in the case of certain securities traded over-the-counter-the last reported bid price. For Nasdaq traded securities, market value may also be determined on the basis of the Nasdaq Official Closing Price (the “NOCP”) instead of the last reported sales price.

Certain securities and assets of the Fund may be valued at fair value as determined in good faith by the Trustees or by persons acting at their direction pursuant to guidelines established by the Trustees. Such valuations and procedures are reviewed periodically by the Trustees. The fair value of such securities is generally determined as the amount which the Fund could reasonably expect to realize from an orderly disposition of such securities over a reasonable period of time. The

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valuation procedures applied in any specific instance are likely to vary from case to case. However, consideration is generally given to the financial position of the issuer and other fundamental analytical data relating to the investment and to the nature of the restrictions on disposition of the securities (including any registration expenses that might be borne by the Fund in connection with such disposition). In addition, such specific factors are also generally considered as the cost of the investment, the market value of any unrestricted securities of the same class (both at the time of purchase and at the time of valuation), the size of the holding, the prices of any recent transactions or offers with respect to such securities and any available analysts’ reports regarding the issuer.

Generally, trading in U.S. Government Securities is substantially completed each day at various times prior to the close of the Exchange. The value of such securities used for determining the Fund’s net asset value per share is computed as of such times. Occasionally, events affecting the value of such securities may occur between such times and the close of the NYSE which will not be reflected in the computation of the Fund’s net asset value. If events materially affecting the value of the Fund’s securities occur during such period, then these securities will be valued at their fair value as determined in good faith by the Trustees.

TAXES

All dividends and distributions of the Fund, whether received in shares or cash, are taxable to the Fund’s shareholders and must be reported by each shareholder on his federal income tax return. Although a dividend or capital gains distribution received after the purchase of the Fund’s shares reduces the net asset value of the shares by the amount of the dividend or distribution, it will be treated as a distribution, and will be subject to federal income taxes as a dividend, ordinary income or, if properly designated by the Fund, as long-term capital gain. The maximum tax rate for individual taxpayers applicable to long-term capital gains and income from certain qualifying dividends on certain corporate stock is generally either 15% or 20%, depending on whether the individual’s income exceeds certain threshold amounts. These rate reductions do not apply to corporate taxpayers. Distributions of earnings from dividends paid by certain “qualified foreign corporations” can also qualify for the lower tax rates on qualifying dividends. A shareholder will also have to satisfy a more than 60 day holding period with respect to any distributions of qualifying dividends in order to obtain the benefit of the lower tax rate. Distributions of earnings from non-qualifying dividends, interest income, other types of ordinary income and short-term capital gains will be taxed at the ordinary income tax rate applicable to the taxpayer. In general, any gain or loss realized upon a taxable disposition of Fund shares by a shareholder will be treated as long-term capital gain or loss if the shares have been held for more than one year and otherwise as short-term capital gain or loss. However, any loss realized upon a taxable disposition of shares held for six months or less will be treated as long-term capital loss to the extent of any long-term capital gain distributions received by the shareholder with respect to those shares. All or a portion of any loss realized upon a taxable disposition of Fund shares will be disallowed if other Fund shares are purchased by the shareholder within 30 days before or after the disposition.

For taxable years beginning after December 31, 2012, an additional 3.8% Medicare tax will be imposed on certain net investment income (including ordinary dividends and capital gain distributions received from the Fund and net gains from redemptions or other taxable dispositions of Fund shares) of U.S. individuals, estates and trusts to the extent that such person’s “modified adjusted gross income” (in the case of an individual) or “adjusted gross income” (in the case of an estate or trust) exceeds certain threshold amounts.

The Fund intends to qualify each year as a “regulated investment company” under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). In order to so qualify, the Fund must, among other things, (a) derive at least 90% of its gross income from dividends, interest, payments with respect to certain securities loans, net income from certain “qualified publicly traded partnerships” and gains from the sale of stock or securities, or other income derived with respect to its business of investing in such stock or securities; (b) each year distribute at least 90% of its “investment company taxable income,” which, in general, consists of investment income and short-term capital gains; and (c) diversify its holdings so that, at the end of each fiscal quarter (i) at least 50% of the market value of the Fund’s assets is represented by cash, cash items, U.S. Government securities, securities of other regulated investment companies, and other securities, limited in respect of any one issuer to a value not greater than 5% of the value of the Fund’s total assets and 10% of the outstanding voting securities of such issuer, and (ii) not more than 25% of the value of its assets is invested in the securities (other than those of the U.S. Government or other regulated investment companies) of any one issuer or of two or more issuers which the Fund controls and which are engaged in the same, similar or related trades or businesses. By so qualifying, the Fund will not be subject to federal income taxes to the extent that its net investment income, net realized short-term capital gains and net realized long-term capital gains are distributed.

12

In years when the Fund distributes amounts in excess of its earnings and profits, such distributions may be treated in part as a return of capital. A return of capital is not taxable to a shareholder and has the effect of reducing the shareholder’s basis in the shares. The Fund currently has no intention or policy to distribute amounts in excess of its earnings and profits.

Distributions from the Fund will qualify for the dividends-received deduction for corporations to the extent that the Fund’s gross income was derived from qualifying dividends from domestic corporations.

Annually, shareholders will receive information as to the tax status of distributions made by the Fund in each calendar year.

The Fund is required to withhold and remit to the U.S. Treasury 28% of all dividend income earned by any shareholder account for which an incorrect or no taxpayer identification number has been provided or where the Fund is notified that the shareholder has under-reported income in the past (or the shareholder fails to certify that he is not subject to such withholding). In addition, the Fund will be required to withhold and remit to the U.S. Treasury 28% of the amount of the proceeds of any redemption of shares of a shareholder account for which an incorrect or no taxpayer identification number has been provided.

The foregoing relates to federal income taxation of United States citizens or residents. It does not apply to anyone who may be in a special tax situation. Distributions from investment income and capital gains may also be subject to state and local taxes. The Fund is organized as a Massachusetts business trust. Under current law, as long as the Fund qualifies for the federal income tax treatment described above, it is believed that the Fund will not be liable for any income or franchise tax imposed by Massachusetts.

Effective January 1, 2014, the Fund will be required to withhold U.S. tax (at a 30% rate) on payments of dividends and, effective January 1, 2017, redemption proceeds made to certain non-U.S. entities that fail to comply (or be deemed compliant) with extensive new reporting and withholding requirements designed to inform the U.S. Department of the Treasury of U.S.-owned foreign investment accounts. Shareholders may be requested to provide additional information to the Fund to enable the Fund to determine whether withholding is required.

CALCULATION OF RETURN AND PERFORMANCE COMPARISONS

Calculation of Return

Total Return is a measure of the change in value of an investment in the Fund over the period covered, which assumes any dividends or capital gains distributions are reinvested immediately rather than paid to the investor in cash. The formula for Total Return used herein includes four steps: (1) adding to the total number of shares purchased by a hypothetical $1,000 investment in the Fund all additional shares which would have been purchased if all dividends and distributions paid or distributed during the period had been immediately reinvested; (2) calculating the value of the hypothetical initial investment of $1,000 as of the end of the period by multiplying the total number of shares owned at the end of the period by the net asset value per share on the last trading day of the period; (3) assuming redemption at the end of the period; and (4) dividing this account value for the hypothetical investor by the initial $1,000 investment.

Average annual total return is the average annual compounded rate of return for periods of one year, five years and ten years, all ended on the last day of a recent calendar quarter. Average annual total return quotations reflect changes in the price of the Fund’s shares and assume that all dividends and capital gains distributions during the respective periods were reinvested in Fund shares. Average annual total return (before taxes) is calculated by computing the average annual compounded 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):

P(1+T)ⁿ = ERV

Where:

T	=	average annual total return
P	=	a hypothetical initial payment of $1,000
n	=	number of years
ERV	=	ending redeemable value of a hypothetical $1,000 payment made at the beginning of the designated time period.

13

It should be noted that average annual total return is based on historical performance and is not intended to indicate future performance. Average annual total return for the Fund will vary based on changes in market conditions and the level of the Fund’s expenses.

The average annual total return (after taxes on distributions) will be calculated according to the following formula:

P(1 + T)ⁿ = ATV_D

Where:

P	=	a hypothetical initial payment of $1,000,
T	=	average annual total return (after taxes on distributions),
n	=	number of years, and
ATVD	=	the ending value of a hypothetical $1,000 payment made at the beginning of the designated time period, after taxes on fund distributions but not after taxes on redemption.

The average annual total return (after taxes on distributions and redemptions) will be calculated according to the following formula:

P(1+T)ⁿ = ATV_DR

Where:

P	=	a hypothetical initial payment of $1,000,
T	=	average annual total return (after taxes on distributions and redemption),
n	=	number of years, and
ATVDR	=	the ending value of a hypothetical $1,000 payment made at the beginning of the designated time period, after taxes on distributions and redemption.

Performance Comparisons

The Fund may from time to time include its Total Return in information furnished to present or prospective shareholders. The Fund may from time to time also include its Total Return and Yield and the ranking of those performance figures relative to such figures for groups of mutual funds categorized by Lipper Analytical Services, Morningstar, the Investment Company Institute and other similar services as having the same investment objective as the Fund.

PROXY VOTING

The Board of Trustees of the Trust has adopted proxy voting policies and procedures (the “Policy”), pursuant to which the Trustees have delegated proxy voting responsibility to the Manager and adopted the Manager’s proxy voting policy and procedures which are described below. The Trustees will review the Fund’s proxy voting records from time to time and will annually consider approving the Policy for the upcoming year. In the event that a conflict of interest arises between the Fund’s shareholders and the Manager or any of its affiliates or any affiliate of the Fund, the Manager will generally refrain from voting the proxies related to the companies giving rise to such conflict until it consults with the Board of Trustees. A Committee of the Board with responsibility for proxy oversight will instruct the Manager on the appropriate course of action. The Manager generally reviews each matter on a case-by-case basis in order to make a determination of how to vote in a manner that best serves the interests of Fund shareholders. The Manager may abstain from voting from time to time where it determines that the costs associated with voting a proxy outweigh the benefits derived from exercising the right to vote. In addition, the Manager will monitor situations that may result in a conflict of interest between the Fund’s shareholders and the Manager or any of its affiliate or any affiliate of the Fund by maintaining a list of significant existing and prospective corporate clients. Information on how the Fund voted proxies relating to portfolio securities during the 12 month period ended June 30th each year is available (1) without charge, upon request, by calling 1-800-443-3036 and (2) on the SEC’s website at http://www.sec.gov.

DISCLOSURE OF FUND PORTFOLIO HOLDINGS

The Board of Trustees has adopted policies and procedures concerning the public and nonpublic disclosure of the Fund’s portfolio securities. In order to protect the confidentiality of the Fund’s portfolio holdings, information regarding

14

those holdings may not, as a general matter, be disclosed except: (1) to service providers that require such information in the course of performing their duties (such as the Fund’s investment adviser, administrator, custodian, independent public accountants, legal counsel, officers, the Board of Trustees, and each of their respective affiliates) and that are subject to a duty of confidentiality; and (2) pursuant to certain enumerated exceptions. These exceptions include: (1) disclosure of portfolio holdings only after such information has been publicly disclosed; and (2) to third-party vendors, such as Morningstar, Inc., Lipper Analytical Services, and other financial intermediaries, pursuant to a confidentiality agreement. A complete list of the Fund’s portfolio holdings is publicly available on a quarterly basis through filings made with the SEC on Forms N-CSR and N-Q. The Fund also makes available certain additional information regarding its portfolio holdings on its website, www.torray.com.

Whenever portfolio holdings disclosure made pursuant to the Fund’s procedures involves a conflict of interest between the Fund’s shareholders and the Fund’s Manager or any affiliated person of the Fund, the disclosure may not be made unless a majority of the Trust’s Independent Trustees or a majority of a board committee consisting solely of Independent Trustees approves such disclosure. Neither the Fund nor the Manager may enter into any arrangement providing for the disclosure of non-public portfolio holding information for the receipt of compensation or benefit of any kind.

Any exceptions to the policies and procedures may only be made by the consent of the Trust’s chief compliance officer upon a determination that such disclosure serves a legitimate business purpose and is in the best interests of the Fund and will be reported to the Board at the Board’s next regularly scheduled meeting. Any amendments to the Trust’s policies and procedures must be approved and adopted by the Trust’s Board of Trustees.

FINANCIAL STATEMENTS

The audited financial statements for the Fund for the year ended December 31, 2012, including notes thereto and the report of BBD, LLP have been filed with the SEC and are deemed to be incorporated by reference into this Statement of Additional Information.

15

EX-99.17.E

TRUSTEES

Carol T. Crawford

Bruce C. Ellis

William M Lane

Robert P. Moltz

Wayne H. Shaner

INVESTMENT ADVISOR

Torray LLC

OFFICERS

Robert E. Torray

William M Lane

Fred M. Fialco

Nicholas C. Haffenreffer

Barbara C. Warder

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

BBD, LLP

1835 Market Street, 26th Floor

Philadelphia, PA 19103

TRANSFER AGENT

BNY Mellon Investment Servicing (US) Inc.

4400 Computer Drive

Westborough, MA 01581-1722

LEGAL COUNSEL

Dechert LLP

1900 K Street, N.W.

Washington, DC 20006

Distributed by Foreside Funds Distributors LLC

400 Berwyn Park, 899 Cassatt Road,

Berwyn, PA 19132

Date of first use, February 2013

This report is not authorized for distribution to prospective

investors unless preceded or accompanied by a current

prospectus. All indices are unmanaged groupings of stocks

that are not available for investment.

(17) (e) The Torray Resolute Fund Annual Report

The

TORRAY

RESOLUTE

FUND

ANNUAL REPORT

December 31, 2012

The Torray Resolute Fund

Suite 750 W

7501 Wisconsin Avenue

Bethesda, Maryland 20814-6519

(301) 493-4600

(800) 443-3036

The Torray Resolute Fund

Letter to Shareholders

January 30, 2013

Dear Fellow Shareholders,

The year 2012 was a great period for The Torray Resolute Fund. Beneath the exaggerated headlines of China’s economic slowdown, dire predictions associated with the European debt crisis, a hard-fought U.S. presidential race and the dysfunctional theatrics of the fiscal cliff debate, the domestic economy gradually improved, the unemployment rate declined and the housing market firmed; less bad was good enough. Investors, with real capital on the line, painted a brighter picture than hyperbolic journalists, ambitious politicians and self-assured strategists. The final result was a fourth consecutive year of gains following the crisis lows of 2009. What worked in 2012 was a focus on improving fundamentals rather than chasing the rapid sector and asset class rotations that characterized the period. In the final quarter of the year, the Fund gained 3.3% versus a decline of 1.3% in the Russell 1000 Growth Index and a decline of 0.4% for the S&P 500. For the full year, the Fund gained 20.3% versus 15.3% for the Russell and 16.0% for the S&P.

Top portfolio contributors for the quarter included industrial manufacturer Precision Castparts (PCP) with a gain of 16% and consumer products direct seller Tupperware Brands (TUP) with a gain of 20%. Precision Castparts benefitted from continuing strong demand trends in aerospace and the acquisition of a key supplier, Titanium Metals. Weakness in established markets at Tupperware was offset by strong sales in its emerging markets, which account for almost two-thirds of sales. Neither of these companies is immune to the headwinds that challenge global economic growth expansion, but both benefit from distinct secular trends differentiating them from competitors.

The top detractor for the period was Apple (AAPL). Apple’s 20% decline for the quarter, 35% from the September high, demonstrates two things: how rapid the rate of change can be in the technology sector, particularly in the consumer space, and how fickle investor sentiment is. With a maturing of the handset market, the company’s largest source of profits, and a pause in its rate of innovation, some have begun to doubt that Apple is an exception to the rule that excess profits are eventually arbitraged away by competition. This doubt caused them to conclude the company should be valued like other commodity device manufacturers. We continue to believe Apple is a compelling investment. While we don’t expect this period of transition from hyper growth to moderate growth will be a smooth one, we view the company as more than a commodity hardware vendor; we expect the brand will continue to garner premium pricing power and its uniquely integrated platform will serve to retain customers and create new opportunities. Ultimately, Apple may not be an exception to the rule, but we continue to believe its prospects for growth remain attractive.

1

The Torray Resolute Fund

Letter to Shareholders (continued)

January 30, 2013

Over the course of the quarter, we sold two long-term, successful holdings, global snack and beverage company PepsiCo (PEP) and Danish insulin provider Novo Nordisk (NVO). We also purchased shares of Swiss-based pharmaceutical and diagnostics company Roche Holdings (RHHBY). Satisfactory returns at PepsiCo have been increasingly hard to come by as it faces challenges on two fronts: an extended reorganization and an increasing preference on the part of the consumer for healthier snacks. This, coupled with a valuation we consider more reflective of an unencumbered consumer products company, led us to sell the stock. Valuation was also a key part of our decision to sell Novo Nordisk. While the company has maintained a dominant position in the sales of insulin, an important therapy for the global pandemic of diabetes, we believe the marginal benefit of its next generation drugs don’t justify a multiple twice that of its peer group and the broader market. Our investment thesis on Roche Holdings is based on the complimentary attributes of a leading oncology franchise and diagnostics business. While each is attractive in its own right, the combination supports efficient research, development and utilization addressing large unmet medical needs.

Despite the low growth environment that characterized 2012 and our expectations for more of the same in the new year, favorable portfolio returns reflect the strong underlying results of our investments, both in terms of financial characteristics and the innovation of new, valuable products and services. As the perception of risks in the market declined and valuations expanded, stock prices increased. Looking to 2013, we continue our focus on innovation and growth.

Finally, we would like to introduce a new member of our team. Hugh P. Tawney has joined our firm as Director, Client Service and Development. Prior to joining Torray, Hugh was an analyst at Graystone Consulting, a division of Morgan Stanley. We hope you have the opportunity to meet or speak with him. In our efforts to serve our clients and expand the business, he is a welcome addition.

As ever, we appreciate your interest and trust.

Respectfully,

Nicholas C. Haffenreffer

2

The Torray Resolute Fund

PERFORMANCE DATA

As of December 31, 2012 (unaudited)

Average Annual Returns on an Investment in

The Torray Resolute Fund vs.

the Russell 1000 Growth Index and the S&P 500 Index

For the periods ended December 31, 2012:

	3 Month			6 Month			1 Year			Since Inception 12/31/10
The Torray Resolute Fund		3.30	%		9.08	%		20.28	%		10.89	%
Russell 1000 Growth Index		–1.32	%		4.71	%		15.26	%		8.77	%
S&P 500 Index		–0.38	%		5.95	%		16.00	%		8.84	%

Cumulative Returns for the 2 years ended December 31, 2012

The Torray Resolute Fund	22.97	%
Russell 1000 Growth Index	18.26	%
S&P 500 Index	18.42	%

3

The Torray Resolute Fund

PERFORMANCE DATA (continued)

As of December 31, 2012 (unaudited)

Change in Value of $10,000 Invested

on December 31, 2010 (commencement of operations) to:

	12/31/10		06/30/11		12/31/11		06/30/12		12/31/12
The Torray Resolute Fund	$	10,000	$	10,760	$	10,223	$	11,274	$	12,297
Russell 1000 Growth Index	$	10,000	$	10,683	$	10,264	$	11,299	$	11,826
S&P 500 Index	$	10,000	$	10,603	$	10,211	$	11,180	$	11,842

The returns quoted represent past performance and do not guarantee future results. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher. For performance current to the most recent monthend, please call (800) 626-9769. The returns shown do not reflect the deduction of taxes a shareholder would pay on the redemption of fund shares and distributions. The Fund’s gross annual operating expense ratio as stated in the Fund’s current prospectus was 5.90% before fee waivers and expense reimbursements by the Adviser. The Fund’s net annual operating expense ratio after such fee waivers and expense reimbursements was 1.25%. The Adviser has contractually agreed to waive fees and/or reimburse expenses of the Fund in order to limit the total annual operating expenses of the Fund to 1.25% of the Fund’s average daily net assets through May 1, 2014. Total returns shown above include fee waivers and expense reimbursements. These total returns would have been lower had there been no waivers and reimbursements by the Adviser during the periods shown. Returns on The Torray Resolute Fund, the Russell 1000 Growth Index, the Fund’s primary benchmark index, and the S&P 500 Index assume reinvestment of all dividends and distributions. The Russell 1000 Growth Index is an unmanaged index consisting of 571 U.S. large-cap growth stocks, and the S&P 500 Index is an unmanaged index consisting of 500 large-cap stocks. It is not possible to invest directly in an index. Current and future portfolio holdings are subject to change and risk.

4

The Torray Resolute Fund

FUND PROFILE

As of December 31, 2012 (unaudited)

DIVERSIFICATION (% of net assets)
Information Technology	29.69%
Health Care	14.70%
Industrials	13.27%
Energy	10.29%
Consumer Discretionary	8.42%
Financials	7.94%
Materials	5.35%
Consumer Staples	3.40%
Short-Term Investments	3.86%
Other Assets Less Liabilities	3.08%
	100.00%

TOP TEN EQUITY HOLDINGS (% of net assets)
1.	Apple Inc.	4.57%
2.	American Tower Corp., REIT	4.42%
3.	EOG Resources, Inc.	3.93%
4.	Danaher Corp.	3.92%
5.	Enbridge, Inc.	3.92%
6.	QUALCOMM, Inc.	3.61%
7.	Franklin Resources, Inc.	3.51%
8.	Precision Castparts Corp.	3.45%
9.	Visa, Inc., Class A	3.44%
10.	Baxter International Inc.	3.43%
		38.20%

PORTFOLIO CHARACTERISTICS
Net Assets (million)		$10
Number of Holdings		29
Portfolio Turnover		21.76%
P/E Multiple (forward)		16.4x
Trailing Weighted Average Dividend Yield		1.31%
Market Capitalization (billion)	Average	$67.4
	Median	$32.8

5

The Torray Resolute Fund

SCHEDULE OF INVESTMENTS

As of December 31, 2012

	Shares			Market Value
COMMON STOCK    93.06%
29.69% INFORMATION TECHNOLOGY
		885	Apple Inc.	$	471,732
		6,000	QUALCOMM, Inc.		372,120
		2,345	Visa, Inc., Class A		355,455
		5,311	Accenture PLC, Class A		353,181
		8,270	MICROS Systems, Inc.*		350,979
		4,441	Fiserv Inc.*		350,972
		4,702	Amphenol Corp., Class A		304,219
		9,053	Oracle Corp.		301,646
		5,399	Adobe Systems, Inc.*		203,434
					3,063,738
14.70% HEALTH CARE
		5,318	Baxter International Inc.		354,498
		7,366	Vertex Pharmaceuticals Inc.*		308,930
		4,131	Gilead Sciences, Inc.*		303,422
		5,920	Roche Holding AG ADR		298,960
		3,579	Varian Medical Systems, Inc.*		251,389
					1,517,199
13.27% INDUSTRIALS
		7,246	Danaher Corp.		405,051
		1,878	Precision Castparts Corp.		355,731
		4,315	United Technologies Corp.		353,873
		2,356	Cummins Inc.		255,273
					1,369,928
10.29% ENERGY
		3,361	EOG Resources, Inc.		405,975
		9,345	Enbridge, Inc.		404,825
		2,302	Core Laboratories N.V.		251,632
					1,062,432

6

The Torray Resolute Fund

SCHEDULE OF INVESTMENTS (continued)

As of December 31, 2012

	Shares			Market Value
8.42% CONSUMER DISCRETIONARY
		4,771	Tupperware Brands Corp.	$	305,821
		5,865	Nike, Inc., Class B		302,634
		4,688	Coach, Inc.		260,231
					868,686
7.94% FINANCIALS
		5,907	American Tower Corp. REIT		456,434
		2,885	Franklin Resources, Inc.		362,645
					819,079
5.35% MATERIALS
		2,772	Praxair, Inc.		303,395
		3,332	Compass Minerals International, Inc.		248,934
					552,329
3.40% CONSUMER STAPLES
		3,354	Colgate-Palmolive Co.		350,627
TOTAL COMMON STOCK    93.06%					9,604,018
(cost $9,004,662)
	Principal Amount ($)
SHORT-TERM INVESTMENTS 3.86%
		398,735	BNY Mellon Cash Reserve, 0.05%(1)		398,735
(cost $398,735)
TOTAL INVESTMENTS    96.92%					10,002,753
(cost $9,403,397)
OTHER ASSETS LESS LIABILITIES    3.08%					317,579
NET ASSETS    100.00%				$	10,320,332

* Non-income producing securities.

⁽¹⁾  Represents current yield at December 31, 2012.

ADR – American Depositary Receipt

REIT – Real Estate Investment Trust

See notes to the financial statements.

7

The Torray Resolute Fund

STATEMENT OF ASSETS AND LIABILITIES

As of December 31, 2012

ASSETS
Investments in securities at value (cost $9,403,397)	$	10,002,753
Receivable for fund shares sold		4,100,000
Receivable from advisor		8,670
Interest and dividends receivable		1,442
Prepaid expenses		16,357
TOTAL ASSETS		14,129,222
LIABILITIES
Payable for securities purchased		3,788,780
Payable to advisor		3,610
Accrued expenses		16,500
TOTAL LIABILITIES		3,808,890
NET ASSETS	$	10,320,332
Paid-in-capital (843,114 shares outstanding, unlimited shares authorized)	$	9,689,366
Accumulated net realized gain on investments		31,610
Net unrealized appreciation of investments		599,356
TOTAL NET ASSETS	$	10,320,332
Net Asset Value, Offering and Redemption Price per Share	$	12.24

See notes to the financial statements.

8

The Torray Resolute Fund

STATEMENT OF OPERATIONS

For the year ended December 31, 2012

INVESTMENT INCOME
Dividend income	$	46,913
Interest income		56
Foreign tax withheld		(883	)
Total investment income		46,086
EXPENSES
Management fees		34,766
Trustees’ fees		32,667
Transfer agent fees & expenses		17,546
Registration & filing fees		13,488
Insurance expense		12,080
Audit fees		12,000
Custodian fees		4,447
Legal fees		755
Printing, postage & mailing		109
Total expenses		127,858
Fees waived and expenses reimbursed by Advisor		(84,400	)
Net expenses		43,458
NET INVESTMENT INCOME		2,628
REALIZED AND UNREALIZED GAIN ON INVESTMENTS
Net realized gain on investments		61,007
Net change in unrealized appreciation (depreciation) on investments		607,782
Net realized and unrealized gain on investments		668,789
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	671,417

See notes to the financial statements.

9

The Torray Resolute Fund

STATEMENTS OF CHANGES IN NET ASSETS

For the years indicated:

	Year ended 12/31/12			Year ended 12/31/11
Increase (Decrease) in Net Assets Resulting from Operations:
Net investment income	$	2,628		$	424
Net realized gain (loss) on investments		61,007			(5,094	)
Net change in unrealized appreciation (depreciation) on investments		607,782			(8,426	)
Net increase (decrease) in net assets resulting from operations		671,417			(13,096	)
Distributions to Shareholders from:
Net investment income ($0.006 and $0.002 per share, respectively)		(2,880	)		(422	)
Net realized gains ($0.047 and $0.002 per share, respectively)		(23,593	)		(460	)
Total distributions		(26,473	)		(882	)
Shares of Beneficial Interest
Net increase from share transactions		6,874,773			2,714,593
Total increase		7,519,717			2,700,615
Net Assets — Beginning of Year		2,800,615			100,000
Net Assets — End of Year	$	10,320,332		$	2,800,615
Undistributed Net Investment Income	$	—		$	1

See notes to the financial statements.

10

The Torray Resolute Fund

FINANCIAL HIGHLIGHTS

For a share outstanding throughout each period presented:

PER SHARE DATA

	Years ended December 31:						Period ended December 31:
	2012			2011			2010(3)
Net Asset Value, Beginning of Period	$	10.220		$	10.000		$	10.000
Income from investment operations
Net investment income		0.009	(2)(5)		0.003	(2)		0.000
Net gains on securities (both realized and unrealized)		2.064			0.221	(4)		0.000
Total from investment operations		2.073			0.224			0.000
Less: distributions
Dividends (from net investment income)		(0.006	)		(0.002	)		0.000
Distributions (from capital gains)		(0.047	)		(0.002	)		—
Total distributions		(0.053	)		(0.004	)		0.000
Net Asset Value, End of Period	$	12.240		$	10.220		$	10.000
TOTAL RETURN (1)		20.28	%		2.23	%		0.00	%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000’s omitted)	$	10,320		$	2,801		$	100
Ratios of expenses to average net assets before expense reimbursement		3.68	%		5.90	%		0.00	%
Ratios of expenses to average net assets after expense reimbursement		1.25	%		1.25	%		0.00	%
Ratios of net investment income to average net assets		0.08	%(5)		0.03	%		0.00	%
Portfolio turnover rate		21.76	%		22.35	%		0.00	%

⁽¹⁾  Past performance is not predictive of future performance.

⁽²⁾  Calculated based on the average amount of shares outstanding during the year.

⁽³⁾  Commencement of operations on 12/31/10.

⁽⁴⁾  The amount of net gains on securities (both realized and unrealized) per share does not accord with the amounts reported in the Statement of Changes due to the timing of purchases and redemptions of Fund shares and fluctuating market values during the period.

⁽⁵⁾  For the year ended December 31, 2012, investment income per share reflects a special dividend which amounted to $0.01 per share. Excluding the special dividend, the ratio of net investment income to average net assets would have been (0.01)%.

See notes to the financial statements.

11

The Torray Resolute Fund

NOTES TO FINANCIAL STATEMENTS

As of December 31, 2012

NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Torray Resolute Fund (“Fund”) is a separate series of The Torray Fund (“Trust”). The Trust is registered under the Investment Company Act of 1940, as amended, as a diversified, open-end management investment company. The Trust is organized as a business trust under Massachusetts law. The Fund’s investment objective is to seek to achieve long-term growth of capital. The Fund seeks to meet its objective by investing its assets in a concentrated portfolio of predominantly large capitalization companies with proven records of increasing earnings on a consistent and sustainable basis. There can be no assurance that the Fund’s investment objective will be achieved.

The following is a summary of accounting policies followed by the Fund in the preparation of its financial statements. These policies are in conformity with accounting principles generally accepted in the United States of America.

Securities Valuation    Portfolio securities for which market quotations are readily available are valued at market value, which is determined by using the last reported sale price, or, if no sales are reported, the last reported bid price. For NASDAQ traded securities, market value is determined on the basis of the NASDAQ Official Closing Price instead of the last reported sales price. Other assets and securities for which no quotations are readily available or for which Torray LLC (the “Advisor”) believes do not reflect market value are valued at fair value as determined in good faith by the Advisor under the supervision of the Board of Trustees (the “Board” or “Trustees”) in accordance with the Fund’s Valuation Procedures. Short-term obligations having remaining maturities of 60 days or less are valued at amortized cost, which approximates market value.

Fair Value Measurements    Various inputs are used in determining the fair value of investments which are as follows:

• Level 1 — quoted prices in active markets for identical securities

• Level 2 — significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

• Level 3 — significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

12

The Torray Resolute Fund

NOTES TO FINANCIAL STATEMENTS (continued)

As of December 31, 2012

The summary of inputs used to value the Fund’s investments as of December 31, 2012 is as follows:

Valuation Inputs
Level 1 — Quoted Prices *	$	10,002,753
Level 2 — Other Significant Observable Inputs		—
Level 3 — Significant Unobservable Inputs		—
Total Market Value of Investments	$	10,002,753

* Security types and industry classifications as defined in the Schedule of Investments.

The Fund had no transfers between Level 1 and Level 2 investments during the reporting period.

Securities Transactions and Investment Income    Securities transactions are recorded on a trade date basis. Realized gains and losses from securities transactions are recorded on the specific identification basis. Dividend income and distributions to shareholders are recorded on the ex-dividend date. Interest income, including amortization of discount on short-term investments, and expenses are recorded on the accrual basis. Premium and discount are amortized using the effective yield to maturity method.

Federal Income Taxes    The Fund intends to continue to comply with the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its taxable income, including any net realized gain on investments to its shareholders. Therefore, no federal income tax provision is required.

Management has analyzed the Fund’s tax positions taken on federal income tax returns for all open tax years (current and prior tax year), and has concluded that no provision for federal income tax is required in the Fund’s financial statements. The Fund’s federal and state income and federal excise tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service and state departments of revenue.

Net Asset Value    The net asset value per share of the Fund is determined daily as of the close of trading on the New York Stock Exchange by dividing the value of the Fund’s net assets by the number of shares outstanding.

Use of Estimates    In preparing financial statements in accordance with accounting principles generally accepted in the United States of America, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates.

13

The Torray Resolute Fund

NOTES TO FINANCIAL STATEMENTS (continued)

As of December 31, 2012

NOTE 2 — SHARES OF BENEFICIAL INTEREST TRANSACTIONS

Transactions in shares of beneficial interest were as follows:

	Year ended 12/31/12						Year ended 12/31/11
	Shares			Amount			Shares			Amount
Shares issued		611,391		$	7,365,038			301,712		$	3,091,907
Reinvestments of dividends and distributions		1,979			24,168			86			882
Shares redeemed		(44,281	)		(514,433	)		(37,773	)		(378,196	)
		569,089		$	6,874,773			264,025		$	2,714,593

As of December 31, 2012, the Trust’s officers, Trustees and affiliated persons and their families directly or indirectly controlled 628,974 shares or 74.60% of the Fund.

NOTE 3 — INVESTMENT TRANSACTIONS

Purchases and sales of investment securities, other than short-term investments, for the year ended December 31, 2012, aggregated $6,979,010 and $823,552, respectively.

NOTE 4 — MANAGEMENT FEES

Pursuant to the Management Contract, the Advisor provides investment advisory and administrative services to the Fund. The Fund pays the Advisor a management fee, computed daily and payable monthly at the annual rate of 1.00% of the Fund’s average daily net assets. For the year ended December 31, 2012, the Fund incurred management fees of $34,766.

Excluding the management fee, other expenses incurred by the Fund during the year ended December 31, 2012, totaled $93,092. During the year ended December 31, 2012, the Advisor waived fees and reimbursed expenses in the amount of $84,400 to maintain the Fund’s expense ratio at 1.25%. These expenses include all costs associated with the Fund’s operations including transfer agent fees, independent trustees’ fees ($14,000 per annum and $2,000 for each Board meeting attended per Trustee), dues, fees and expenses of registering and qualifying the Fund and its shares for distribution, charges of the custodian, auditing and legal expenses, insurance premiums, supplies, postage, expenses of issue or redemption of shares, reports to shareholders and Trustees, expenses of printing and mailing prospectuses, proxy statements and proxies to existing shareholders, and other miscellaneous expenses.

Certain officers and Trustees of the Fund are also officers and/or shareholders of the Advisor, and are not paid by the Fund for serving in such capacities.

14

The Torray Resolute Fund

NOTES TO FINANCIAL STATEMENTS (continued)

As of December 31, 2012

NOTE 5 — TAX MATTERS

Distributions to shareholders are determined in accordance with United States federal income tax regulations, which may differ from accounting principles generally accepted in the United States of America.

The tax character of distributions paid during the years ended December 31, 2012 and 2011 were as follows:

	2012		2011
Distributions paid from:
Ordinary income	$	2,628	$	882
Long-term capital gain		23,845		—
	$	26,473	$	882

As of December 31, 2012, the components of distributable earnings on a tax basis were as follows:

Undistributed long-term capital gains	$	34,333
Unrealized appreciation		596,633
	$	630,966

Permanent book/tax differences are reclassified among the Fund’s components of capital on a tax basis. As of December 31, 2012, the Fund reclassified $251 to increase undistributed net investment income and decrease accumulated net realized gain on investments in order to reflect permanent book/tax differences related to short-term capital gain distributions.

At December 31, 2012, the Fund had no capital loss carry forward for federal income tax purposes.

The following information is based upon the federal tax basis of investment securities as of December 31, 2012:

Gross unrealized appreciation	$	618,350
Gross unrealized depreciation		(21,717	)
Net unrealized appreciation	$	596,633
Cost	$	9,406,120

15

The Torray Resolute Fund

NOTES TO FINANCIAL STATEMENTS (continued)

As of December 31, 2012

NOTE 6 — COMMITMENTS AND CONTINGENCIES

The Fund indemnifies its officers and Trustees for certain liabilities that may arise from their performance of their duties to the Fund. Additionally, in the normal course of business, the Fund enters into contracts that contain a variety of representations and warranties which provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred.

NOTE 7 — SUBSEQUENT EVENTS

Management has evaluated the impact of all subsequent events on the Fund through the date these financial statements were issued and has determined that there were no subsequent events requiring recognition or disclosure in the financial statements.

NOTE 8 — NEW ACCOUNTING PRONOUNCEMENTS

In December 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2011-11, Disclosures about Offsetting Assets and Liabilities (“ASU 2011-11”). The amendments in ASU 2011-11 require an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. ASU 2011-11 is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The guidance requires retrospective application for all comparative periods presented. Management is currently evaluating the impact ASU 2011-11 will have on the Fund’s financial statement disclosures.

16

The Torray Resolute Fund

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders of The Torray Resolute Fund

and the Board of Trustees of The Torray Fund

We have audited the accompanying statement of assets and liabilities of The Torray Resolute Fund, a series of shares of beneficial interest in The Torray Fund (the “Fund”), including the schedule of investments, as of December 31, 2012, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the two-year period then ended and for the one day in the period ended December 31, 2010. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2012 by correspondence with the custodian and broker. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of The Torray Resolute Fund as of December 31, 2012, the results of its operations for the year then ended, the changes in its net assets for each of the years in the two-year period then ended, and its financial highlights for each of the years in the two-year period then ended and for the one day in the period ended December 31, 2010, in conformity with accounting principles generally accepted in the United States of America.

BBD, LLP

Philadelphia, Pennsylvania

February 22, 2013

17

The Torray Resolute Fund

FUND MANAGEMENT

As of December 31, 2012 (unaudited)

The Trust is overseen by a Board of Trustees (the “Board”), who has delegated the day-to-day management to the officers of the Trust. The Board meets regularly to review the Fund’s activities, contractual arrangements, and performance. The trustees and officers serve until their successors are elected and qualified, or until the trustee or officer dies, resigns or is removed, or becomes disqualified.

Information pertaining to the Trustees and Officers of The Trust is set forth below. The Statement of Additional Information (SAI) includes additional information about the Trustees and is available without charge, upon request, by calling (800) 443-3036.

Name, Age, Address* and Position(s) with the Trust	Term of Office and Length of Time Served	Principal Occupation(s) During Past Five Years	No. of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held
INDEPENDENT TRUSTEES
Carol T. Crawford (69) Trustee	Indefinite Term since 2006	Attorney and International Trade Consultant, McLean, VA	2	Director, Smithfield Foods, Inc. Smithfield, VA
Bruce C. Ellis (68) Trustee	Indefinite Term since 1993	Private Investor, Bethesda, MD	2	None
Robert P. Moltz (65) Trustee	Indefinite Term since 1990	Chairman and CEO, Weaver Bros. Insurance Associates, Inc. Bethesda, MD	2	None
Wayne H. Shaner (65)** Trustee and Chairman of the Board	Indefinite Term since 1993	Managing Partner, Rockledge Partners, LLC, Investment Advisory Firm, Easton, MD (Jan. 2004-present); Vice President, Torray LLC, Bethesda, MD (Jan. 2008-June 2008)	2	Director, Van Eck Funds New York, NY

18

The Torray Resolute Fund

FUND MANAGEMENT (continued)

As of December 31, 2012 (unaudited)

Name, Age, Address* and Position(s) with the Trust	Term of Office and Length of Time Served	Principal Occupation(s) During Past Five Years	No. of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held
INTERESTED TRUSTEES AND OFFICERS OF THE TRUST
William M Lane (62)*** Trustee, Treasurer and Secretary	Indefinite Term Since 1990	Executive Vice President and Secretary, Torray LLC, Bethesda, MD (Oct. 2005-Present); Chief Compliance Officer, Torray LLC, Bethesda, MD (Oct. 2005-Mar. 2011); Vice President, Secretary, Treasurer and Chief Compliance Officer, Robert E. Torray & Co. Inc., Bethesda, MD (Jul.1984-Oct. 2005)	2	None
Robert E. Torray (75) President	Indefinite Term since 2007	Chairman, Torray LLC, Bethesda, MD (2005-present) President, Torray LLC, Bethesda, MD (2007-present) President, Robert E. Torray & Co. Inc., Bethesda, MD (May 1972-Oct. 2005).	N/A	None
Barbara C. Warder (55) Chief Compliance Officer and Anti-Money Laundering Officer	Indefinite Term since 2011	Chief Compliance Officer and Anti-Money Laundering Officer, Torray LLC, Bethesda, MD (Mar. 2011-present); Chief Operating Officer and Chief Compliance Officer, Resolute Capital Management, Washington, DC (Mar. 1998-June 2010).	N/A	None

* All addresses are c/o The Torray Fund, 7501 Wisconsin Avenue, Suite 750W, Bethesda, MD 20814-6519.

** Mr. Shaner is deemed to be an independent Trustee effective as of January 1, 2011.

*** Mr. Lane, by virtue of his employment with Torray LLC, the Trust’s investment adviser, is considered an “interested person” of the Trust, as that term is defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended.

19

The Torray Resolute Fund

FACTORS CONSIDERED BY THE BOARD OF TRUSTEES IN CONNECTION WITH THEIR APPROVAL OF THE FUND’S INVESTMENT MANAGEMENT AGREEMENT WITH THE MANAGER (unaudited)

The Fund has entered into an Investment Management Agreement (the “Agreement”) with Torray LLC (the “Manager”) pursuant to which the Manager provides investment management services to the Fund. In accordance with the Investment Company Act of 1940, the Board of Trustees of the Fund is required, on an annual basis, to consider the continuation of the Agreement with the Manager, and this must take place at an in-person meeting of the Board. The relevant provisions of the Investment Company Act of 1940 specifically provide that it is the duty of the Board to request and evaluate such information as the Board determines is necessary to allow them to properly consider the continuation of the Agreement, and it is the duty of the Manager to furnish the Trustees with such information that is responsive to their request. Set forth below is a discussion of the various factors that the Board of Trustees considered in deciding to approve the continuation of the Agreement with the Manager.

In determining whether to approve the continuation of the Agreement, the Board of Trustees requested, and the Manager provided, information and data relevant to the Board’s consideration. This included materials that provided the Board with information regarding the investment performance of the Fund and information regarding the fees and expenses of the Fund as compared to other similar mutual funds. As part of its deliberations, the Board also considered and relied upon the information about the Fund and the Manager that had been provided to them throughout the year in connection with their regular Board meetings at which they engage in the ongoing oversight of the Fund and its operations.

The Board met at an in-person meeting on September 25, 2012, in order to consider the proposed continuation of the Agreement. Among the factors the Board considered was the performance results of the Fund achieved by the Manager for the past year and since the commencement of operations of the Fund. The members of the Board took into consideration the performance of the Fund as compared to the Fund’s primary benchmark index, the Russell 1000 Growth Index, as well as the performance of the Fund as compared to the Standard & Poor’s 500 Stock Index. They noted the range of investment advisory and management services that are provided by the Manager and the level and quality of these services, and in particular, they noted the quality of the personnel providing these services, taking into consideration their finding that the personnel providing these services, and the services provided, were of a very high caliber and quality.

The Board also compared the expenses of the Fund to the expenses of other similar types of funds, and the Board took into consideration the Manager’s willingness to maintain a contractual Expense Limitation Agreement with respect to the Fund in order to limit the total operating expenses of the Fund. They also took note of the fact that the Fund is not subject to any sales loads, sales commissions or other similar fees, including Rule 12b-1 distribution fees, and they considered the fact that the Manager had informed the Board that it did not intend to propose the introduction of such types of fees for the Fund. The Board took into consideration the Manager’s agreement to continue to contractually limit the total annual operating expenses of the Fund for its current fiscal year. The Board also reviewed financial information concerning the Manager, noting its financial soundness as demonstrated by the financial information provided and the extent to which the Manager has waived fees and reimbursed expenses of the Fund in connection with its management and operation of the Fund since the Fund’s inception. The Board was also

20

The Torray Resolute Fund

FACTORS CONSIDERED BY THE BOARD OF TRUSTEES IN CONNECTION WITH THEIR APPROVAL OF THE FUND’S INVESTMENT MANAGEMENT AGREEMENT WITH THE MANAGER (unaudited) (continued)

provided with information regarding the fees that the Manager charges other clients for similar investment advisory services and they noted that the fees were comparable based on the relevant circumstances of the types of accounts involved.

In addition, the Board reviewed with the Manager information regarding its brokerage practices, including its soft dollar practices, and noted that the Manager did not have in place any formal soft dollar arrangements, and the Board also reviewed the Manager’s best execution procedures, which the Board noted were reasonable and consistent with standard industry practice.

Based on their review, the Trustees concluded that the investment management services provided under the Agreement were reasonably worth the full amount of the fee and that the terms of the Agreement were fair and reasonable. In reaching their conclusion with respect to their approval of the continuation of the Agreement, the Trustees did not identify any one single factor as being controlling, rather, the Board took note of a combination of factors that influenced their decision making process. The Board did, however, identify the overall favorable investment performance of the Fund since its commencement of operations, the commitment of the Manager to the successful operation of the Fund, the net level of expenses of the Fund following the imposition of the Manager’s contractual expense limitations, and the Manager’s agreement to continue to contractually limit the Fund’s total operating expenses, as being important elements of their consideration. Based upon their review and consideration of these factors and other matters deemed relevant by the Board in reaching an informed business judgment, a majority of the Board of Trustees, including a majority of the Independent Trustees, concluded that the terms of the Agreement were fair and reasonable and the Board voted to approve the continuation of the Agreement with the Manager.

21

The Torray Resolute Fund

PORTFOLIO HOLDINGS, PROXY VOTING AND PROCEDURES

As of December 31, 2012 (unaudited)

The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (the “Commission”) for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s website at http://www.sec.gov. The Fund’s Forms N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, D.C. Information on the operation of the Commission’s Public Reference Room may be obtained by calling 1-800-SEC-0330.

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, by calling 1-800-443-3036; and on the Commission’s website at http://www.sec.gov.

Information regarding how the Fund voted proxies relating to portfolio securities is available without charge, upon request, by calling 1-800-443-3036; and on the Commission’s website at http://www.sec.gov.

22

The Torray Resolute Fund

ABOUT YOUR FUND’S EXPENSES

As of December 31, 2012 (unaudited)

We believe it is important for you to understand the impact of costs on your investment. All mutual funds have operating expenses. As a shareholder of the Fund, you incur ongoing costs, including management fees, and other fund expenses. Operating expenses, which are deducted directly from the Fund’s gross income, directly reduce the investment return of the Fund.

A mutual fund’s expenses are expressed as a percentage of its average net assets. This figure is known as the expense ratio. The following examples are intended to help you understand the ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The examples below are based on an investment of $1,000 made at the beginning of the period shown and held for the entire period.

The table on the next page illustrates the Fund’s cost in two ways:

Actual Fund Return    This section helps you estimate the actual expenses that you paid over the period. The “Ending Account Value” shown is derived from the Fund’s actual return, and the third column shows the operating expenses that would have been paid by an investor who started with $1,000 in the Fund. You may use the information here, together with the amount invested, to estimate the expenses that you paid over the period.

To do so, simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number given for the Fund under the heading “Expenses Paid During Period” on the next page.

Hypothetical 5% Return    This section is intended to help you compare your Fund’s costs with those of other mutual funds. It assumes that the Fund had an annual return of 5% before expenses, and that the expense ratio is unchanged. In this case, because the return used is not the Fund’s actual return, the results do not apply to your investment. The example is useful in making comparisons because the Commission requires all mutual funds to calculate expenses based on a 5% return. You can assess the Fund’s costs by comparing this hypothetical example with the hypothetical examples that appear in shareholder reports of other funds.

Note that expenses shown in the table are meant to highlight and help you compare ongoing costs only. The Fund does not charge transactions fees, such as purchase or redemption fees, nor does it carry a “sales load.”

The calculation assumes no shares were bought or sold during the period. Your actual costs may have been higher or lower, depending on the amount of your investment and the timing of any purchases or redemptions.

23

The Torray Resolute Fund

ABOUT YOUR FUND’S EXPENSES (continued)

As of December 31, 2012 (unaudited)

More information about the Fund’s expenses, including recent annual expense ratios, can be found in this report. For additional information on operating expenses and other shareholder costs, please refer to the Fund’s prospectus.

	Beginning Account Value July 1, 2012		Ending Account Value December 31, 2012		Expenses Paid During Period *
Based on Actual Fund Return	$	1,000.00	$	1,090.80	$	6.62
Based on Hypothetical 5% Return (before expenses)	$	1,000.00	$	1,018.80	$	6.39

* Expenses are equal to the Fund’s annualized expense ratio of 1.26% for the period, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

24

The Torray Resolute Fund

TAX INFORMATION

As of December 31, 2012 (unaudited)

We are required to advise you within 60 days of the Fund’s fiscal year-end regarding the federal tax status of certain distributions received by shareholders during such fiscal year. The information below is provided for the Fund’s fiscal year ending December 31, 2012. All designations are based on financial information available as of the date of this annual report and, accordingly are subject to change. For each item it is the intention of the Fund to designate the maximum amount permitted under the Internal Revenue Code and the regulations thereunder.

Qualified Interest Income

For the year ended December 31, 2012, 0.11% of the ordinary distributions paid (net investment income plus short-term capital gain) represent the amount of Qualifying Interest Income as created by The American Jobs Creation Act of 2004.

Qualified Dividend Income

For the year ended December 31, 2012, 100% of the distributions paid by the Fund from ordinary income qualifies for a reduced tax rate pursuant to The Jobs and Growth Tax Relief Reconciliation Act of 2003.

Dividends Received Deduction

For the year ended December 31, 2012, 100% of the ordinary income distribution qualifies for the dividends received deduction available to corporations.

Long-Term Capital Gain Dividends

The Fund designates $23,845 as long-term capital gain distributions pursuant to section 852(b)(3) of the Internal Revenue Code for the year ended December 31, 2012.

Dividends and distributions received by retirement plans such as IRA’s, Keogh-type plans and 403(b) plans need not be reported as taxable income. However, many retirement plan trusts may need this information for their annual information reporting.

25

EX-99.17.F

TRUSTEES

Carol T. Crawford

Bruce C. Ellis

William M Lane

Robert P. Moltz

Wayne H. Shaner

INVESTMENT ADVISOR

Torray LLC

OFFICERS

Robert E. Torray

William M Lane

Fred M. Fialco

Nicholas C. Haffenreffer

Barbara C. Warder

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

BBD, LLP

1835 Market Street, 26th Floor

Philadelphia, PA 19103

TRANSFER AGENT

BNY Mellon Investment Servicing (US) Inc.

4400 Computer Drive

Westborough, MA 01581-1722

LEGAL COUNSEL

Dechert LLP

1900 K Street, N.W.

Washington, DC 20006

Distributed by Foreside Funds Distributors LLC

400 Berwyn Park, 899 Cassatt Road,

Berwyn, PA 19132

Date of first use, August 2013

This report is not authorized for distribution to prospective investors unless preceded or accompanied by a current prospectus. All indices are unmanaged groupings of stocks that are not available for investment.

(17) (f) The Torray Resolute Fund Semi-Annual Report

The

TORRAY

RESOLUTE

FUND

SEMI-ANNUAL REPORT

June 30, 2013

The Torray Resolute Fund

Suite 750 W

7501 Wisconsin Avenue

Bethesda, Maryland 20814-6519

(301) 493-4600

(800) 443-3036

The Torray Resolute Fund

Letter to Shareholders

July 8, 2013

Dear Fellow Shareholders,

The first half of 2013 frustrated the skeptics. As the post-crisis recovery continued at a measured but steady pace, U.S. equity markets reclaimed the historic highs of 2007. During this period, your Fund performed well, gaining 10.8% in the first half of the year and 20.9% over the trailing twelve months. The Fund’s returns modestly underperformed the Russell 1000 Growth Index’s gains of 11.8% in the first half, but outperformed the benchmark’s 17.1% gains over the trailing twelve months. The question on most investors’ minds is whether recent gains are justified and sustainable. Milestones such as the record highs inevitably bring out the naysayers, but the backdrop of steadily improving fundamentals provided adequate support for the market’s advances. Growth is slow but steady, valuations are reasonable, employment is weak but improving, and interest rates are rising, but remain low by historic standards. This balanced assessment leads us to the conclusion that current market levels are appropriate and we continue to find exceptional companies to invest in at attractive prices.

We recently bought shares of FMC Corp. (FMC), a diversified chemical company with $4 billion in revenues and operations in 21 countries. Approximately half of the company’s sales are generated by the Agricultural Products division, with the balance split between the Specialty and Industrial Chemicals divisions. What distinguishes FMC from other specialty chemical companies is a long-standing record of consistent growth and relatively low economic sensitivity. A disciplined strategy of diversifying the portfolio and minimizing fixed costs has produced industry-leading earnings and cash flow growth of 20% annually over the past 10 years. We expect the company’s focus on product innovation and operating efficiencies will continue to support attractive rates of growth.

Top contributors for the period included Gilead Sciences (GILD) and Vertex Pharmaceuticals (VRTX). The release of positive clinical data on drugs targeting hepatitis C (Gilead) and cystic fibrosis (Vertex) increase the probability of continued profitable growth in the future. Apple (AAPL) was the largest detractor for the period. While innovation and growth have stalled at Apple, we believe the valuation, profit potential and recent plan to return significant capital to shareholders make Apple a compelling investment. We are always amazed by the market’s tendency to overreact in the short and intermediate term. In this case, we believe investors have mispriced the risks associated with Apple.

1

The Torray Resolute Fund

Letter to Shareholders (continued)

July 8, 2013

Chairman Bernanke’s May 22nd comments contemplating a reduction of the Federal Reserve’s stimulus program took the market by surprise. Immediately following his remarks, rates on the 10-Year Treasury bond jumped approximately 50 basis points and stocks and bonds dropped 5% before recovering. Four-plus years into the recovery, it is easy to forget the Federal Reserve will eventually remove the economy’s training wheels. The market’s response to Bernanke’s testimony is curious. On the one hand, a withdrawal of stimulative policy introduces uncertainty. On the other, the Chairman’s comments come as a result of continued economic stability and improvement. This should be a source of confidence for the market. We believe a focus on innovation and value is a far more productive investment strategy than second guessing the Federal Reserve’s next move. However, the Chairman’s statements mark an important turning point as the Federal Reserve prepares to step back and allow market fundamentals to lead. In this case, the transition is likely to be volatile, but ultimately positive for the economy and your portfolio.

As ever, we appreciate your interest and trust.

Respectfully,

Nicholas C. Haffenreffer

2

The Torray Resolute Fund

PERFORMANCE DATA

As of June 30, 2013 (unaudited)

Average Annual Returns on an Investment in

The Torray Resolute Fund vs. the Russell 1000 Growth Index and the S&P 500 Index

For the periods ended June 30, 2013:

	3 Month*		Year to Date*		1 Year		Since Inception 12/31/10
The Torray Resolute Fund		1.57%		10.82%		20.87%		13.20%
Russell 1000 Growth Index		2.06%		11.80%		17.07%		11.86%
S&P 500 Index		2.91%		13.82%		20.60%		12.70%

Cumulative Returns for the 2 ¹/₂ years ended June 30, 2013

The Torray Resolute Fund	36.27	%
Russell 1000 Growth Index	32.27	%
S&P 500 Index	34.83	%

* Not annualized

3

The Torray Resolute Fund

PERFORMANCE DATA (continued)

As of June 30, 2013 (unaudited)

Change in Value of $10,000 Invested

on December 31, 2010 (commencement of operations) to:

	12/31/10		06/30/11		12/31/11		06/30/12		12/31/12		06/30/13
The Torray Resolute Fund	$	10,000	$	10,760	$	10,223	$	11,274	$	12,297	$	13,627
Russell 1000 Growth Index	$	10,000	$	10,683	$	10,264	$	11,299	$	11,826	$	13,227
S&P 500 Index	$	10,000	$	10,603	$	10,211	$	11,180	$	11,842	$	13,483

The returns quoted represent past performance and do not guarantee future results. Investment return and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher. For performance current to the most recent month end, please call (800) 626-9769. The returns shown do not reflect the deduction of taxes a shareholder would pay on the redemption of fund shares and distributions. The Fund’s gross annual operating expense ratio as stated in the Fund’s current prospectus was 3.68% before fee waivers and expense reimbursements by the Adviser. The Fund’s net annual operating expense ratio after such fee waivers and expense reimbursements was 1.25%. The Adviser has contractually agreed to waive fees and/or reimburse expenses of the Fund in order to limit the total annual operating expenses of the Fund to 1.25% of the Fund’s average daily net assets through May 1, 2014. Total returns shown above include fee waivers and expense reimbursements. These total returns would have been lower had there been no waivers and reimbursements by the Adviser during the periods shown. Returns on The Torray Resolute Fund, the Russell 1000 Growth Index, the Fund’s primary benchmark index, and the S&P 500 Index assume reinvestment of all dividends and distributions. The Russell 1000 Growth Index is an unmanaged index consisting of 575 U.S. large-cap growth stocks, and the S&P 500 Index is an unmanaged index consisting of 500 U.S. large-cap stocks. It is not possible to invest directly in an index. Current and future portfolio holdings are subject to change and risk.

4

The Torray Resolute Fund

FUND PROFILE

As of June 30, 2013 (unaudited)

DIVERSIFICATION (% of net assets)
Information Technology	28.84%
Health Care	15.82%
Industrials	13.80%
Energy	10.01%
Consumer Discretionary	9.32%
Materials	8.01%
Financials	7.49%
Consumer Staples	3.31%
Short-Term Investments	2.21%
Other Assets Less Liabilities	1.19%
	100.00%

TOP TEN EQUITY HOLDINGS (% of net assets)
1.	QUALCOMM Inc.	4.04%
2.	American Tower Corp., REIT	4.02%
3.	Roche Holding AG ADR	4.01%
4.	Danaher Corp.	3.95%
5.	EOG Resources, Inc.	3.82%
6.	Precision Castparts Corp.	3.71%
7.	Visa Inc., Class A	3.69%
8.	Enbridge Inc.	3.57%
9.	Fiserv, Inc.	3.55%
10.	Apple Inc.	3.53%
		37.89%

PORTFOLIO CHARACTERISTICS
Net Assets (million)		$12
Number of Holdings		30
Portfolio Turnover		5.06%	*
P/E Multiple (forward)		17.0x
Trailing Weighted Average Dividend Yield		1.42%
Market Capitalization (billion)	Average	$61.9
	Median	$34.5

* Not annualized

5

The Torray Resolute Fund

SCHEDULE OF INVESTMENTS

As of June 30, 2013 (unaudited)

	Shares			Market Value
COMMON STOCK    96.60%
28.84% INFORMATION TECHNOLOGY
		7,680	QUALCOMM Inc.	$	469,094
		2,345	Visa Inc., Class A		428,549
		4,716	Fiserv, Inc. *		412,226
		1,035	Apple Inc.		409,943
		4,827	Amphenol Corp., Class A		376,216
		5,111	Accenture PLC, Class A		367,788
		8,270	MICROS Systems, Inc. *		356,851
		9,053	Oracle Corp.		278,108
		5,399	Adobe Systems Inc. *		245,978
					3,344,753
15.82% HEALTH CARE
		7,515	Roche Holding AG ADR		464,916
		5,908	Baxter International Inc.		409,247
		7,460	Gilead Sciences, Inc. *		382,027
		4,300	Vertex Pharmaceuticals Inc. *		343,441
		3,485	Varian Medical Systems, Inc. *		235,063
					1,834,694
13.80% INDUSTRIALS
		7,246	Danaher Corp.		458,672
		1,903	Precision Castparts Corp.		430,097
		4,315	United Technologies Corp.		401,036
		2,866	Cummins Inc.		310,846
					1,600,651
10.01% ENERGY
		3,361	EOG Resources, Inc.		442,577
		9,845	Enbridge Inc.		414,179
		2,002	Core Laboratories N.V.		303,623
					1,160,379

6

The Torray Resolute Fund

SCHEDULE OF INVESTMENTS (continued)

As of June 30, 2013 (unaudited)

	Shares			Market Value
9.32% CONSUMER DISCRETIONARY
		4,916	Tupperware Brands Corp.	$	381,924
		5,865	Nike, Inc., Class B		373,483
		5,703	Coach, Inc.		325,584
					1,080,991
8.01% MATERIALS
		3,022	Praxair, Inc.		348,014
		4,900	FMC Corp.		299,194
		3,332	Compass Minerals International, Inc.		281,654
					928,862
7.49% FINANCIALS
		6,367	American Tower Corp. REIT		465,873
		2,965	Franklin Resources, Inc.		403,299
					869,172
3.31% CONSUMER STAPLES
		6,708	Colgate-Palmolive Co.		384,301
TOTAL COMMON STOCK 96.60%					11,203,803
(cost $9,695,915)
Principal Amount ($)
SHORT-TERM INVESTMENTS 2.21%
		256,857	BNY Mellon Cash Reserve, 0.05%(1)		256,857
(cost $256,857)
TOTAL INVESTMENTS 98.81%					11,460,660
(cost $9,952,772)
OTHER ASSETS LESS LIABILITIES 1.19%					137,629
NET ASSETS 100.00%				$	11,598,289

* Non-income producing securities.

⁽¹⁾ Represents current yield at June 30, 2013.

ADR - American Depositary Receipt

REIT - Real Estate Investment Trust

See notes to the financial statements.

7

The Torray Resolute Fund

STATEMENT OF ASSETS AND LIABILITIES

As of June 30, 2013 (unaudited)

ASSETS
Investments in securities at value (cost $9,952,772)	$	11,460,660
Receivable for investments sold		75,195
Interest and dividends receivable		12,940
Receivable from Advisor		9,877
Prepaid expenses		58,594
TOTAL ASSETS		11,617,266
LIABILITIES
Payable to advisor		9,631
Payable for audit fees		7,744
Payable for transfer agent fees & expenses		1,602
TOTAL LIABILITIES		18,977
NET ASSETS	$	11,598,289
Paid-in-capital (858,197 shares outstanding, unlimited shares authorized)	$	9,884,882
Undistributed net investment income		1,904
Accumulated net realized gain on investments		203,615
Net unrealized appreciation of investments		1,507,888
TOTAL NET ASSETS	$	11,598,289
Net Asset Value, Offering and Redemption Price per Share	$	13.51

See notes to the financial statements.

8

The Torray Resolute Fund

STATEMENT OF OPERATIONS

For the six months ended June 30, 2013 (unaudited)

INVESTMENT INCOME
Dividend income	$	78,236
Interest income		121
Foreign tax withheld		(2,828	)
Total investment income		75,529
EXPENSES
Management fees		56,083
Trustees’ fees		23,340
Insurance expense		9,127
Transfer agent fees & expenses		8,996
Registration & filing fees		8,637
Audit fees		5,743
Custodian fees		2,817
Legal fees		451
Printing, postage & mailing		129
Total expenses		115,323
Fees waived and expenses reimbursed by Advisor		(45,081	)
Net expenses		70,242
NET INVESTMENT INCOME		5,287
REALIZED AND UNREALIZED GAIN ON INVESTMENTS
Net realized gain on investments		206,335
Net change in unrealized appreciation (depreciation) on investments		908,532
Net realized and unrealized gain on investments		1,114,867
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	1,120,154

See notes to the financial statements.

9

The Torray Resolute Fund

STATEMENTS OF CHANGES IN NET ASSETS

For the periods indicated:

	Six months  ended 06/30/13 (unaudited)			Year ended 12/31/12
Increase in Net Assets from Operations:
Net investment income	$	5,287		$	2,628
Net realized gain on investments		206,335			61,007
Net change in unrealized appreciation (depreciation) on investments		908,532			607,782
Net increase in net assets from operations		1,120,154			671,417
Distributions to Shareholders from:
Net investment income ($0.004 and $0.006 per share, respectively)		(3,383	)		(2,880	)
Net realized gains ($0.040 and $0.047 per share, respectively)		(34,330	)		(23,593	)
Total distributions		(37,713	)		(26,473	)
Shares of Beneficial Interest
Net increase from share transactions	$	195,516		$	6,874,773
Total increase		1,277,957			7,519,717
Net Assets — Beginning of Period		10,320,332			2,800,615
Net Assets — End of Period	$	11,598,289		$	10,320,332
Undistributed Net Investment Income	$	1,904		$	—

See notes to the financial statements.

10

The Torray Resolute Fund

FINANCIAL HIGHLIGHTS

For a share outstanding throughout each period presented:

PER SHARE DATA

	Six months ended 06/30/13 (unaudited)			Years ended December 31:						Period ended December 31:
				2012			2011			2010(3)
Net Asset Value, Beginning of Period	$	12.240		$	10.220		$	10.000		$	10.000
Income from investment operations
Net investment income		0.006	(1)		0.009	(1)(5)		0.003	(1)		0.000
Net gains on securities (both realized and unrealized)		1.308			2.064			0.221	(4)		0.000
Total from investment operations		1.314			2.073			0.224			0.000
Less: distributions
Dividends (from net investment income)		(0.004	)		(0.006	)		(0.002	)		0.000
Distributions (from capital gains)		(0.040	)		(0.047	)		(0.002	)		—
Total distributions		(0.044	)		(0.053	)		(0.004	)		0.000
Net Asset Value, End of Period	$	13.510		$	12.240		$	10.220		$	10.000
TOTAL RETURN(2)		10.82	%**		20.28	%		2.23	%		0.00	%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000’s omitted)	$	11,598		$	10,320		$	2,801		$	100
Ratios of expenses to average net assets before expense reimbursement		2.06	%*		3.68	%		5.90	%		0.00	%
Ratios of expenses to average net assets after expense reimbursement		1.25	%*		1.25	%		1.25	%		0.00	%
Ratios of net investment income to average net assets		0.09	%*		0.08	%(5)		0.03	%		0.00	%
Portfolio turnover rate		5.06	%**		21.76	%		22.35	%		0.00	%

* Annualized

** Not annualized

⁽¹⁾  Calculated based on the average amount of shares outstanding during the period.

⁽²⁾  Past performance is not predictive of future performance.

⁽³⁾  Commencement of operations on 12/31/10.

⁽⁴⁾  The amount of net gains on securities (both realized and unrealized) per share does not accord with the amounts reported in the Statement of Changes due to the timing of purchases and redemptions of Fund shares and fluctuating market values during the period.

⁽⁵⁾  For the year ended December 31, 2012, investment income per share reflects a special dividend which amounted to $0.01 per share. Excluding the special dividend, the ratio of net investment income to average net assets would have been (0.01)%.

See notes to the financial statements.

11

The Torray Resolute Fund

NOTES TO FINANCIAL STATEMENTS

As of June 30, 2013 (unaudited)

NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Torray Resolute Fund (“Fund”) is a separate series of The Torray Fund (“Trust”). The Trust is registered under the Investment Company Act of 1940, as amended, as a diversified, open-end management investment company. The Trust is organized as a business trust under Massachusetts law. The Fund’s investment objective is to seek to achieve long-term growth of capital. The Fund seeks to meet its objective by investing its assets in a concentrated portfolio of predominantly large capitalization companies with proven records of increasing earnings on a consistent and sustainable basis. There can be no assurance that the Fund’s investment objective will be achieved.

The following is a summary of accounting policies followed by the Fund in the preparation of its financial statements. These policies are in conformity with accounting principles generally accepted in the United States of America.

Securities Valuation    Portfolio securities for which market quotations are readily available are valued at market value, which is determined by using the last reported sale price, or, if no sales are reported, the last reported bid price. For NASDAQ traded securities, market value is determined on the basis of the NASDAQ Official Closing Price instead of the last reported sales price. Other assets and securities for which no quotations are readily available or for which Torray LLC (the “Advisor”) believes do not reflect market value are valued at fair value as determined in good faith by the Advisor under the supervision of the Board of Trustees (the “Board” or “Trustees”) in accordance with the Fund’s Valuation Procedures. Short-term obligations having remaining maturities of 60 days or less are valued at amortized cost, which approximates market value.

Fair Value Measurements    Various inputs are used in determining the fair value of investments which are as follows:

• Level 1 — quoted prices in active markets for identical securities

• Level 2 — significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

• Level 3 — significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

12

The Torray Resolute Fund

NOTES TO FINANCIAL STATEMENTS (continued)

As of June 30, 2013 (unaudited)

The summary of inputs used to value the Fund’s investments as of June 30, 2013 is as follows:

Valuation Inputs
Level 1 — Quoted Prices *	$	11,460,660
Level 2 — Other Significant Observable Inputs		—
Level 3 — Significant Unobservable Inputs		—
Total Market Value of Investments	$	11,460,660

* Security types and industry classifications as defined in the Schedule of Investments.

The Fund had no Level 3 investments during the period and had no transfers between Level 1, Level 2 and Level 3 investments during the reporting period.

Securities Transactions and Investment Income    Securities transactions are recorded on a trade date basis. Realized gains and losses from securities transactions are recorded on the specific identification basis. Dividend income and distributions to shareholders are recorded on the ex-dividend date. Interest income, including amortization of discount on short-term investments, and expenses are recorded on the accrual basis. Premium and discount are amortized using the effective yield to maturity method.

Federal Income Taxes    The Fund intends to continue to comply with the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its taxable income, including any net realized gain on investments to its shareholders. Therefore, no federal income tax provision is required.

Management has analyzed the Fund’s tax positions taken on federal income tax returns for all open tax years (current and prior two tax years), and has concluded that no provision for federal income tax is required in the Fund’s financial statements. The Fund’s federal and state income and federal excise tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service and state departments of revenue.

Net Asset Value    The net asset value per share of the Fund is determined daily as of the close of trading on the New York Stock Exchange by dividing the value of the Fund’s net assets by the number of shares outstanding.

Use of Estimates    In preparing financial statements in accordance with accounting principles generally accepted in the United States of America, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates.

13

The Torray Resolute Fund

NOTES TO FINANCIAL STATEMENTS (continued)

As of June 30, 2013 (unaudited)

NOTE 2 — SHARES OF BENEFICIAL INTEREST TRANSACTIONS

Transactions in shares of beneficial interest were as follows:

	Six months ended 06/30/13						Year ended 12/31/12
	Shares			Amount			Shares			Amount
Shares issued		30,392		$	398,389			611,391		$	7,365,038
Reinvestments of dividends and distributions		2,726			36,983			1,979			24,168
Shares redeemed		(18,035	)		(239,856	)		(44,281	)		(514,433	)
		15,083		$	195,516			569,089		$	6,874,773

As of June 30, 2013, the Trust’s officers, Trustees and affiliated persons and their families directly or indirectly controlled 665,724 shares or 77.57% of the Fund.

NOTE 3 — INVESTMENT TRANSACTIONS

Purchases and sales of investment securities, other than short-term investments, for the six months ended June 30, 2013, aggregated $1,024,269 and $539,351, respectively.

NOTE 4 — MANAGEMENT FEES

Pursuant to the Management Contract, the Advisor provides investment advisory and administrative services to the Fund. The Fund pays the Advisor a management fee, computed daily and payable monthly at the annual rate of 1.00% of the Fund’s average daily net assets. For the six months ended June 30, 2013, the Fund incurred management fees of $56,083.

Excluding the management fee, other expenses incurred by the Fund during the six months ended June 30, 2013, totaled $59,240. During the six months ended June 30, 2013, the Advisor waived fees and reimbursed expenses in the amount of $45,081 to maintain the Fund’s expense ratio at 1.25%. These expenses include all costs associated with the Fund’s operations including transfer agent fees, independent trustees’ fees ($14,000 per annum and $2,000 for each Board meeting attended per Trustee), dues, fees and expenses of registering and qualifying the Fund and its shares for distribution, charges of the custodian, auditing and legal expenses, insurance premiums, supplies, postage, expenses of issue or redemption of shares, reports to shareholders and Trustees, expenses of printing and mailing prospectuses, proxy statements and proxies to existing shareholders, and other miscellaneous expenses.

Certain officers and Trustees of the Fund are also officers and/or shareholders of the Advisor, and are not paid by the Fund for serving in such capacities.

14

The Torray Resolute Fund

NOTES TO FINANCIAL STATEMENTS (continued)

As of June 30, 2013 (unaudited)

NOTE 5 — TAX MATTERS

Distributions to shareholders are determined in accordance with United States federal income tax regulations, which may differ from accounting principles generally accepted in the United States of America.

The tax character of distributions paid during the year ended December 31, 2012 was as follows:

Distributions paid from:
Ordinary income	$	2,628
Long-term capital gain		23,845
	$	26,473

The primary difference between book basis and tax basis distributions is differing book and tax treatment of short-term capital gains.

At December 31, 2012, the Fund had no capital loss carry forward for federal income tax purposes.

The following information is based upon the federal tax basis of investment securities as of June 30, 2013:

Gross unrealized appreciation	$	1,613,124
Gross unrealized depreciation		(105,236	)
Net unrealized appreciation	$	1,507,888
Cost	$	9,952,772

NOTE 6 — COMMITMENTS AND CONTINGENCIES

The Fund indemnifies its officers and Trustees for certain liabilities that may arise from their performance of their duties to the Fund. Additionally, in the normal course of business, the Fund enters into contracts that contain a variety of representations and warranties which provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred.

15

The Torray Resolute Fund

NOTES TO FINANCIAL STATEMENTS (continued)

As of June 30, 2013 (unaudited)

NOTE 7 — SUBSEQUENT EVENTS

Management has evaluated the impact of all subsequent events on the Fund through the date these financial statements were issued and has determined that there were no subsequent events requiring recognition or disclosure in the financial statements.

NOTE 8 — NEW ACCOUNTING PRONOUNCEMENTS

In June 2013, the Financial Accounting Standards Board (the “FASB”) issued guidance that creates a two-tiered approach to assess whether an entity is an investment company. The guidance will also require an investment company to measure noncontrolling ownership interests in other investment companies at fair value and will require additional disclosures relating to investment company status, any changes thereto and information about financial support provided or contractually required to be provided to any of the investment company’s investees. The guidance is effective for financial statements with fiscal years beginning on or after December 15, 2013 and interim periods within those fiscal years. Management is evaluating the impact of this guidance on the Fund’s financial statement disclosures.

16

The Torray Resolute Fund

PORTFOLIO HOLDINGS, PROXY VOTING AND PROCEDURES

As of June 30, 2013 (unaudited)

The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission (the “Commission”) for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s website at http://www.sec.gov. The Fund’s Forms N-Q may be reviewed and copied at the Commission’s Public Reference Room in Washington, D.C. Information on the operation of the Commission’s Public Reference Room may be obtained by calling 1-800-SEC-0330.

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, by calling 1-800-443-3036; and on the Commission’s website at http://www.sec.gov.

Information regarding how the Fund voted proxies relating to portfolio securities is available without charge, upon request, by calling 1-800-443-3036; and on the Commission’s website at http://www.sec.gov.

17

The Torray Resolute Fund

ABOUT YOUR FUND’S EXPENSES

As of June 30, 2013 (unaudited)

We believe it is important for you to understand the impact of costs on your investment. All mutual funds have operating expenses. As a shareholder of the Fund, you incur ongoing costs, including management fees, and other fund expenses. Operating expenses, which are deducted directly from the Fund’s gross income, directly reduce the investment return of the Fund.

A mutual fund’s expenses are expressed as a percentage of its average net assets. This figure is known as the expense ratio. The following examples are intended to help you understand the ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The examples below are based on an investment of $1,000 made at the beginning of the period shown and held for the entire period.

The table on the next page illustrates the Fund’s cost in two ways:

Actual Fund Return    This section helps you estimate the actual expenses that you paid over the period. The “Ending Account Value” shown is derived from the Fund’s actual return, and the third column shows the operating expenses that would have been paid by an investor who started with $1,000 in the Fund. You may use the information here, together with the amount invested, to estimate the expenses that you paid over the period.

To do so, simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number given for the Fund under the heading “Expenses Paid During Period” on the next page.

Hypothetical 5% Return    This section is intended to help you compare your Fund’s costs with those of other mutual funds. It assumes that the Fund had an annual return of 5% before expenses, and that the expense ratio is unchanged. In this case, because the return used is not the Fund’s actual return, the results do not apply to your investment. The example is useful in making comparisons because the Commission requires all mutual funds to calculate expenses based on a 5% return. You can assess the Fund’s costs by comparing this hypothetical example with the hypothetical examples that appear in shareholder reports of other funds.

Note that expenses shown in the table are meant to highlight and help you compare ongoing costs only. The Fund does not charge transactions fees, such as purchase or redemption fees, nor does it carry a “sales load.”

The calculation assumes no shares were bought or sold during the period. Your actual costs may have been higher or lower, depending on the amount of your investment and the timing of any purchases or redemptions.

18

The Torray Resolute Fund

ABOUT YOUR FUND’S EXPENSES (continued)

As of June 30, 2013 (unaudited)

More information about the Fund’s expenses, including recent annual expense ratios, can be found in this report. For additional information on operating expenses and other shareholder costs, please refer to the Fund’s prospectus.

	Beginning Account Value January 1, 2013		Ending Account Value June 30, 2013		Expenses Paid During Period*
Based on Actual Fund Return	$	1,000.00	$	1,108.20	$	6.53
Based on Hypothetical 5% Return (before expenses)	$	1,000.00	$	1,018.60	$	6.26

* Expenses are equal to the Fund’s annualized expense ratio of 1.25% for the period, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

19

CORRESP

P.O. Box 9012 Clearwater, Florida 33758-9012 (727) 299-1800