TORRAY FUND (Form: 485BPOS, Received: 04/28/2006 14:58:01)

As Filed with the Securities and Exchange Commission on April 28, 2006

Securities Act of 1933 File No. 033-34411

Investment Company Act of 1940 File No. 811-06096

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM N-1A


REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933		x
PRE-EFFECTIVE AMENDMENT NO.		¨
POST-EFFECTIVE AMENDMENT NO. 20		x

AND/OR

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940		x
AMENDMENT NO. 23

THE TORRAY FUND

(Exact Name of Registrant as Specified in Charter)

7501 Wisconsin Ave., Ste. 1100

Bethesda, Maryland 20814

(Address of Principal Executive Office) (Zip Code)

Registrant’s Telephone Number, including Area Code: (301) 493-4600

Name and Address of Agent for Service:

William M Lane, President

The Torray Fund

7501 Wisconsin Ave., Ste. 1100, Bethesda, Maryland 20814

(Name and address of agent for service of process)

COPIES TO:

Patrick W.D. Turley, Esq.

Dechert LLP

1775 I Street, N.W.

Washington, D.C. 20006-2401

It is proposed that this filing will become effective:

immediately upon filing pursuant to paragraph (b)

on May 1, 2006 pursuant to paragraph (b)

60 days after filing pursuant to paragraph (a)(1)

on pursuant to paragraph (a)(1)

75 days after filing pursuant to paragraph (a)(2)

on pursuant to paragraph (a)(2) of Rule 485.

If appropriate, check the following box:

This post-effective amendment designates a new effective date for a previously filed post-effective amendment.

PROSPECTUS

May 1, 2006

The Torray Fund

The Torray Fund is a no-load mutual fund managed by

Torray LLC

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
About the Fund		1
Main Risks		2
Performance		2
Fund Expenses		3
Fund Management		4
Purchasing and Redeeming Shares		4
Account Statements		9
Disclosure of Fund Portfolio Holdings		10
Taxes and Distributions		10
Financial Highlights		11

ABOUT THE FUND

Investment Goals

The Torray Fund’s goals are to build investor wealth over extended periods and to minimize shareholder capital gains tax liability by limiting the realization of long and short-term gains.

There is no guarantee that these objectives will be achieved.

Principal Investment Strategy and Policies

The manager’s strategy is to invest in high quality companies that have a record of increasing sales and earnings, and to hold them as long as their fundamentals remain intact. Capable management and sound finances are critical considerations in the selection process.

The primary focus is on business analysis. No attempt is made to forecast market trends or to time the Fund’s investments based on prevailing opinions about the market’s outlook. Ordinarily, 90% or more of the Fund’s assets will be invested in common stocks, preferred stocks, and securities convertible into common stocks with the balance held in fixed-income securities, U.S. Treasury securities or other cash equivalents. The Fund usually holds between 25 and 40 stocks. The Fund may invest in the securities of issuers of all sizes and market capitalizations. Positions in individual issuers will generally not exceed 8% of assets and positions in industry groupings will generally not exceed 25% of assets.

The manager recognizes that economic value lies in businesses, not stocks. History shows the shares of companies that generate rising earnings appreciate over time, and it is these companies the Fund seeks to invest. Quality companies with successful track records that have fallen from investor favor can be of interest if the manager determines the cause or causes of investor disaffection are temporary and the share prices fail to reflect the manager’s assessment of their intrinsic value. However, companies with poor records or those that suffer reversals deemed likely to be permanent are avoided regardless of how “cheap” their shares may appear.

Investments are made when it is believed that a company’s long-term outlook is sound and the shares are fairly priced.

Investors in search of unrealistically high returns or quick profits, or to whom quarterly performance is important, should not invest in The Torray Fund.

The Fund’s goals and investment strategy can be changed without shareholder approval.

MAIN RISKS

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 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. 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.

PERFORMANCE

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 returns have varied from year to year. The performance table provides the Fund’s average annual returns both on a before-tax and an after-tax basis and compares the Fund’s performance against the performance of an unmanaged market index. These figures assume that all distributions were reinvested. 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.

LOGO

During the year covered by this bar chart, the Fund’s highest return for a calendar quarter was 21.30% in the fourth quarter of 1998, and the lowest return for a calendar quarter was -21.30% in the third quarter of 1998.

Average Annual Total Returns as of 12/31/05


	1 Year		5 Years		10 Years
The Torray Fund
Return Before Taxes	2.08	%	3.40	%	10.49	%

Return After Taxes on Distributions*	1.01	%	2.72	%	9.66	%

Return After Taxes on Distributions and Sale of Fund Shares*	2.73	%	2.76	%	9.01	%
S&P 500 Index** (reflects no deduction for fees, expenses, or taxes)	4.91	%	0.54	%	9.07	%

After-tax returns are calculated using the historically highest individual federal marginal income tax rates (which for these purposes is 35% for the 1 year return) 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.

The S&P 500 Index measures the performance of 500 large-capitalization U.S. companies. This Index is unmanaged and does not reflect the deduction of taxes or management fees and other expenses typically incurred by mutual funds. Investors can only invest in the index by purchasing index mutual funds. These funds do charge management fees and incur other expenses. Investors in taxable accounts who buy an index fund and subsequently sell it for a profit will be subject to a similar tax liability and consequent reduction in after-tax return as that indicated in the example of The Torray Fund’s after-tax return illustrated above.

FUND EXPENSES

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


Shareholder Transaction Fees
(fees paid directly from your investment)	None

Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)
Management Fees	1.00	%
Other Expenses	0.07	%

Total Annual Fund Operating Expenses	1.07	%

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. This example assumes a $10,000 investment, a 5% return each year, reinvestment of all dividends and distributions and

Fund expenses that remain the same each year. This example should not be considered to represent actual expenses or performance. They are not representations of past or future performance or expenses. Your actual costs and returns may be higher or lower.


1 Year	3 Years	5 Years	10 Years
$109	$340	$590	$1,306

FUND MANAGEMENT

The Fund’s manager is Torray LLC (the “Manager”), 7501 Wisconsin Avenue, Suite 1100, Bethesda, Maryland 20814. Robert E. Torray is the Founder and Chairman of the Manager. Mr. Torray was also President of The Torray Corporation, founded in 1990, the Fund’s prior manager, the Chairman of Robert E. Torray & Co. Inc., a manager of large institutional portfolios that he founded May 1, 1972, and the Chairman of TEL Corporation, a private investment fund manager that was founded October 14, 2003, each such entity having been succeeded to by Torray LLC. Douglas C. Eby, the Fund’s co-manager, joined The Torray Corporation in 1992. Mr. Eby currently serves as President of Torray LLC. He served as Executive Vice President of The Torray Corporation and also served as President of Robert E. Torray & Co. Inc. and TEL Corporation. Mr. Torray is 69 and Mr. Eby is 46. As co-managers, Mr. Torray and Mr. Eby share equally in the day-to-day management of the Fund’s investment portfolio. Additional information about the portfolio managers’ compensation, other accounts managed by the portfolio managers, and the portfolio managers’ ownership of securities in the Fund is available in the Fund’s Statement of Additional Information.

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, 2005. 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 year ended December 31, 2005.

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. Net asset value per share (“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 $10,000. You should send your check payable to “The Torray Fund” with a completed account application to the Fund’s transfer agent:

Regular Mail Address

The Torray Fund

c/o PFPC Inc.

P.O. Box 9803

Providence, RI 02940-8003

Courier Address

The Torray Fund

c/o PFPC Inc.

101 Sabin Street

Pawtucket, RI 02860-1427

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 $10,000. A related account can be a joint account with your spouse or children or a retirement account such as an IRA.

To 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

In order to make a same day wire investment via Federal Wire, please call your bank with the instructions to transmit the funds as noted below. Please also note that an account must already be established to make a wire purchase.

PNC Bank, Philadelphia, PA

ABA#: 031000053

FFC: Account Number: 86-1559-7284

Attn: The Torray Fund

[Your institution’s name]

[Your account number]

Please make note that your bank may charge a wire fee.

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 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

The Torray Fund

c/o PFPC Inc.

P.O. Box 9803

Providence, RI 02940-8003

Courier Address

The Torray Fund

c/o PFPC Inc.

101 Sabin Street

Pawtucket, RI 02860-1427

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.

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 PFPC.

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.

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 $10,000 or more and must have dividends reinvested. The minimum amount of the systematic withdrawal is $500. 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.

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 $10,000 as a result of redemptions and not market performance. You will receive 30 days notice to increase the value of your account to $10,000 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 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 on page 6. You can avoid delays by mailing requests for purchases and redemptions directly to the Fund’s transfer agent.

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 purchase 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. The Fund’s ability to detect and prevent any abusive or excessive short-term trading may be limited to the extent such trading involves Fund shares held through omnibus accounts of a financial intermediary.

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.

•

By January 31 of each year, certain tax information which is also filed with the Internal Revenue Service.

Also, you may view your quarterly and annual statements on the Fund’s website at www.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 on Forms N-CSR and N-Q made with the SEC. 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, in writing, prior to the date of distribution. Your choice will be effective for distributions paid after the Fund receives your written notice.

Currently effective tax legislation generally provides for a maximum tax rate for individual taxpayers of 15% on long-term gains from sales and from certain qualifying dividends on corporate stock. 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.

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. The manager’s buy and hold strategy may act to limit the realization of short-term gains, and defer the realization of long-term gains. Each redemption of Fund shares is a taxable event. You should consult a tax advisor regarding your investment in the Fund.

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the Fund’s financial performance for the past 5 years. 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 on an investment in the Fund (assuming reinvestment of all dividends and distributions). The information has been audited by Briggs, Bunting & Dougherty, LLP, whose report, along with the Fund’s financial statements are incorporated by reference into the Statement of Additional Information, which is available upon request.


	Year ended 12/31/05			Year ended 12/31/04			Year ended 12/31/03			Year ended 12/31/02			Year ended 12/31/01
PER SHARE DATA
Net Asset Value, Beginning of Year	$	41.080		$	39.980		$	32.240		$	37.530		$	39.790

Income From Investment Operations:
Net Investment Income		0.133			0.165			0.220			0.205			0.172
Net Gains (Losses) on Securities (both realized and unrealized)		0.653			2.523			7.864			(5.083	)		(0.489	)

Total from Investment Operations		0.786			2.688			8.084			(4.878	)		(0.317	)

Less Distributions:
Dividends (from Net Investment Income)		(0.133	)		(0.165	)		(0.220	)		(0.205	)		(0.184	)
Distributions (from Capital Gains)		(2.713	)		(1.423	)		(0.124	)		(0.207	)		(1.759	)

Total Distributions		(2.846	)		(1.588	)		(0.344	)		(0.412	)		(1.943	)

Net Asset Value, End of Year	$	39.020		$	41.080		$	39.980		$	32.240		$	37.530

Total Return ⁽¹⁾		2.08	%		6.90	%		25.19	%		(13.05	%)		(0.52	%)

RATIOS/ SUPPLEMENTAL DATA
Net Assets, End of Year (000’s omitted)	$	1,329,951		$	1,734,500		$	1,655,279		$	1,367,536		$	1,638,814
Ratio of Expenses to Average Net Assets		1.07	%		1.08	%		1.11	%		1.07	%		1.07	%
Ratio of Net Income to Average Net Assets		0.34	%		0.41	%		0.62	%		0.58	%		0.45	%
Portfolio Turnover Rate		33.16	%		27.12	%		37.11	%		22.52	%		37.56	%

⁽¹⁾	Past performance is not predictive of future performance.

Not Part of Prospectus

PRIVACY POLICY

Commitment to Consumer Privacy

We are committed to handling investor information responsibly. We recognize and value your expectation that all personal data will be kept private. It is our belief that one of our fundamental obligations is to treat each shareholder account with the utmost confidentiality and safekeeping even after you have closed your account with the Fund.

Collection of Consumer Information

The Fund collects and retains personal information only when it is allowed by law and when we reasonably believe it would be useful to better serve you. We collect nonpublic information from:

•

Account applications and other forms that you submit to the Fund;

•

Correspondence, written or electronic, and/or telephone contacts with us;

•

The transaction history of your account(s) with the Fund;

•

Information made available from a third party (i.e. IRA transfer applications).

Disclosure of Consumer Information

We do not disclose your information to anyone, except regulatory agencies, companies that are or would be service providers and/or tax authorities as required by law.

Security of Consumer Information

We restrict access of your records to those employees and service providers who are involved in administering these accounts. The Fund upholds policies and procedures designed to assure only authorized entrance to and use of investor information. We consistently maintain physical, electronic and procedural safeguards that comply with federal standards to protect the information that you have given to us.

Also, we require our service providers to maintain policies, procedures and safeguards designed to secure our investors’ information as described above.

Our privacy policy applies only to Fund investors who have a direct customer relationship with us. If you own Fund shares through a relationship with a third-party broker, bank, investment adviser, or other financial service provider, such third party’s privacy policies may apply to you while our privacy policies may not.

INVESTMENT ADVISOR

Torray LLC

7501 Wisconsin Avenue, Suite 1100

Bethesda, MD 20814

LEGAL COUNSEL

Dechert LLP

1775 I Street, N.W.

Washington, DC 20006

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Briggs, Bunting & Dougherty, LLP

Two Penn Center Plaza, Suite 820

Philadelphia, PA 19102-1732

TRANSFER AGENT

PFPC Inc.

760 Moore Road

King of Prussia, PA 19406-1212

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 Report 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 1100, Bethesda, Maryland 20814 or on the Fund’s website at www.torray.com.

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 (http://www.sec.gov). Information on the operation of the Public Reference Room may be obtained by calling the Commission at 1-202-551-8090. Copies of this information may be obtained upon payment of a duplicating fee by writing to: Securities and Exchange Commission, Public Reference Section, Washington, D.C. 20549-0102. 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

FUND

PROSPECTUS

May 1, 2006

PROSPECTUS

May 1, 2006

The Torray Institutional Fund

The Torray Institutional Fund is a no-load mutual fund managed by

Torray LLC

Minimum Investment: $5 million

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
About the Fund		1
Main Risks		2
Performance		2
Fund Expenses		3
Fund Management		4
Purchasing and Redeeming Shares		5
Account Statements		10
Disclosure of Fund Portfolio Holdings		10
Taxes and Distributions		10
Financial Highlights		12

ABOUT THE FUND

Investment Goal

The Torray Institutional Fund’s goal is to build investor wealth over extended periods. Since the vast majority of its shareholders are tax-exempt organizations, the Fund, despite its emphasis on a buy and hold approach, may, for various reasons, elect to realize both short and long-term gains without regard to their potential impact on taxable investors.

There is no guarantee that this objective will be achieved.

Principal Investment Strategy and Policies

Investments are made when it is believed that a company’s long-term outlook is sound and the shares are fairly priced.

Investors in search of unrealistically high returns or quick profits, or to whom quarterly performance is important, should not invest in The Torray Institutional Fund.

The Fund’s goal and investment strategy can be changed without shareholder approval.

MAIN RISKS

PERFORMANCE

LOGO

During the period covered by this bar chart, the Fund’s highest return for a calendar quarter was 16.63% in the second quarter of 2003, and the lowest return for a calendar quarter was -13.84% in the third quarter of 2002.

Average Annual Total Returns as of 12/31/05


	1 Year		Since Inception June 30, 2001
The Torray Institutional Fund

Return Before Taxes	1.28	%	4.90	%

Return After Taxes on Distributions*	0.50	%	4.41	%

Return After Taxes on Distributions and Sale of Fund Shares*	1.80	%	4.06	%
S&P 500 Index** (reflects no deduction for fees, expenses, or taxes)	4.91	%	2.17	%

FUND EXPENSES

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


Shareholder Transaction Fees
(fees paid directly from your investment)	None

Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)
Management Fee*	0.85	%

Total Annual Fund Operating Expenses	0.85	%

The Fund pays the manager a single comprehensive management fee which covers all operating expenses of the Fund including the investment advisory and management services provided by the manager as well as all miscellaneous costs incurred in connection with the ongoing operation of the Fund, including transfer agency, custody, professional and registration fees.

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. This example assumes a $5,000,000 investment, a 5% return each year, reinvestment of all dividends and distributions and Fund expenses that remain the same each year. This example should not be considered to represent actual expenses or performance. They are not representations of past or future performance or expenses. Your actual costs and returns may be higher or lower.


1 Year	3 Years	5 Years	10 Years
$43,382	$135,621	$235,676	$524,485

FUND MANAGEMENT

The Manager provides investment advice and portfolio management services and oversees the administration of the Fund. The Manager received 0.85% of the Fund’s average daily net assets as compensation for these services for the fiscal year ended December 31, 2005. 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 year ended December 31, 2005.

Prior Performance of the Manager’s Comparable Accounts

The table below sets forth performance data relating to the historical performance of (i) The Torray Fund, a no-load mutual fund advised and managed by the Manager which has substantially similar investment objectives, policies and strategies as the Fund and (ii) Torray LLC Composite, a composite of separately managed investment advisory accounts managed at all times under the supervision of Robert E. Torray,

President of the Manager, and other principals of the Manager, since May 1, 1972 and which have substantially similar investment objectives, policies and strategies as the Fund. These are the only two accounts other than the Fund that are managed in this investment strategy by the Manager and its principals.

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 Return through December 31, 2005


	Past One Year		Past Five Years		Past Ten Years		Past Thirty Three Years
The Torray Fund ⁽¹⁾	2.08	%	3.40	%	10.49	%	n/a
Torray LLC Composite ⁽²⁾	1.47	%	4.10	%	11.55	%	13.70	%
S&P 500 Composite Stock Index ⁽³⁾	4.91	%	0.54	%	9.07	%	10.94	%

(1)

The performance information for The Torray Fund reflects its actual fees and expenses which totaled 1.07% for its fiscal year ended December 31, 2005.

(2)

The performance information for the Composite is the gross total return of the Composite, as adjusted to reflect all applicable account fees including the highest advisory fee charged to the manager’s private advisory accounts. The accounts in the Composite were not subject to the requirements of the Investment Company Act of 1940 or Subchapter M of the Internal Revenue Code, which, if imposed, could have affected their performance.

(3)

The S&P 500 Composite 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.

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 PM eastern time) will be processed at the net asset value next determined. Net asset value per share (“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 $5,000,000. You should send your check payable to “The Torray Institutional Fund” with a completed account application to the Fund’s transfer agent:


Regular Mail Address		Courier Address

The Torray Fund		The Torray Fund
c/o PFPC Inc.		c/o PFPC Inc.
P.O. Box 9803		101 Sabin Street
Providence, RI 02940-8003		Pawtucket, RI 02860-1427

Additional purchases should be sent to the applicable address above. Please remember to include your account number on your check.

Wire Instructions

PNC Bank, Philadelphia, PA

ABA#: 031000053

FFC: Account Number: 86-1559-7284

Attn: The Torray Institutional Fund

[Your institution’s name]

[Your account number]

Please make note that your bank may charge a wire fee.

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 Institutional Fund		The Torray Institutional Fund
c/o PFPC Inc.		c/o PFPC Inc.
P.O. Box 9803		101 Sabin Street
Providence, RI 02940-8003		Pawtucket, RI 02860-1427

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.

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 PFPC.

To redeem by telephone you can call 1-800-626-9769.

Redemption in Kind

Redemptions 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 . A redemption request 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 $5,000,000 as a result of redemptions and not market performance. You will receive 30 days notice to increase the value of your account to $5,000,000 before the account is closed.

•

To refuse any purchase order.

•

To refuse third-party 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 SEC.

•

To accept an initial order for less than $5,000,000 upon the discretion of the manager.

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 on page 7. You can avoid delays by mailing requests for purchases and redemptions directly to the Fund’s transfer agent.

Frequent Trading Policy

necessary; (c) increase brokerage commissions and related costs and expenses, and (d) incur additional tax liability. The Fund therefore discourages frequent purchase 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. The Fund’s ability to detect and prevent any abusive or excessive short-term trading may be limited to the extent such trading involves Fund shares held through omnibus accounts of a financial intermediary.

Customer Identification Information

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.

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.

•

By January 31 of each year, certain tax information which is also filed with the Internal Revenue Service.

Also, you may view your quarterly and annual statements on the Fund’s website at www.torray.com.

DISCLOSURE OF FUND PORTFOLIO HOLDINGS

TAXES AND DISTRIBUTIONS

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the Fund’s financial performance since its inception. 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 on an investment in the Fund (assuming reinvestment of all dividends and distributions). The information has been audited by Briggs, Bunting & Dougherty, LLP, whose report, along with the Fund’s financial statements, are incorporated by reference into the Statement of Additional Information, which is available upon request.


	Year ended 12/31/2005			Year ended 12/31/2004			Year ended 12/31/2003			Year ended 12/31/2002			Period ended 12/31/2001 ⁽¹⁾
PER SHARE DATA
Net Asset Value, Beginning of Period	$	116.290		$	110.520		$	89.490		$	103.300		$	100.000
Income from Investment Operations:
Net Investment Income		0.616			0.588			0.671			0.679			0.359
Net Gains (Losses) on Securities (both realized and unrealized)		0.748	⁽³⁾		7.025			22.586			(13.810	)		3.555

Total from Investment Operations		1.364			7.613			23.257			(13.131	)		3.914

Less Distributions:
Dividends (from Net Investment Income)		(0.616	)		(0.588	)		(0.671	)		(0.679	)		(0.359	)
Distributions (from Capital Gains)		(5.118	)		(1.255	)		(1.556	)		(0.000	)		(0.255	)

Total Distributions		(5.734	)		(1.843	)		(2.227	)		(0.679	)		(0.614	)

Net Asset Value, End of Period	$	111.920		$	116.290		$	110.520		$	89.490		$	103.300

Total Return ⁽²⁾		1.28	%		6.96	%		26.16	%		(12.73	%)		3.99	%**

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000’s omitted)	$	400,665		$	1,012,566		$	598,183		$	137,715		$	50,684
Ratio of Expenses to Average Net Assets		0.85	%		0.85	%		0.85	%		0.85	%		0.85	%*
Ratio of Net Income to Average Net Assets		0.59	%		0.56	%		0.80	%		0.85	%		0.76	%*
Portfolio Turnover Rate		53.66	%		16.12	%		22.20	%		6.87	%		8.84	%*

Annualized

Non-annualized

⁽¹⁾

The Fund commenced operations on June 30, 2001.

⁽²⁾

Past performance is not predictive of future performance.

⁽³⁾

The amount shown for the year ended December 31, 2005 for a share outstanding throughout the year does not accord with the aggregate net losses on investments reported in the statement of operations for the year because of the timing of sales and repurchase of Fund shares in relation to fluctuating market value of the investments of the Fund.

Not Part of Prospectus

PRIVACY POLICY

Commitment to Consumer Privacy

Collection of Consumer Information

The Fund collects and retains personal information only when it is allowed by law and when we reasonably believe it would be useful to better serve you. We collect nonpublic information from:

•

Account applications and other forms that you submit to the Fund;

•

Correspondence, written or electronic, and/or telephone contacts with us;

•

The transaction history of your account(s) with the Fund;

•

Information made available from a third party (i.e. IRA transfer applications).

Disclosure of Consumer Information

We do not disclose your information to anyone, except regulatory agencies, companies that are or would be service providers and/or tax authorities as required by law.

Security of Consumer Information

Also, we require our service providers to maintain policies, procedures and safeguards designed to secure our investors’ information as described above.

INVESTMENT ADVISOR

Torray LLC

7501 Wisconsin Avenue, Suite 1100

Bethesda, MD 20814

LEGAL COUNSEL

Dechert LLP

1775 I Street, N.W.

Washington, D.C. 20006

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Briggs, Bunting, & Dougherty, LLP

Two Penn Center Plaza, Suite 820

Philadelphia, PA 19102-1732

TRANSFER AGENT

PFPC Inc.

760 Moore Road

King of Prussia, PA 19406-1212

HOW TO OBTAIN MORE INFORMATION

The Torray Fund - 811-06096

The

TORRAY

INSTITUTIONAL

FUND

PROSPECTUS

May 1, 2006

THE TORRAY FUND

STATEMENT OF ADDITIONAL INFORMATION

May 1, 2006

This Statement of Additional Information is not a prospectus. This Statement of Additional Information should be read in conjunction with the Prospectus for The Torray Fund (the “Fund”) dated May 1, 2006. A copy of the Prospectus may be obtained by writing Torray LLC, 7501 Wisconsin Avenue, Suite 1100, Bethesda, Maryland 20814, or by telephoning toll free at 1-800-443-3036. The Fund’s most recent Annual Report is a separate document and includes the Fund’s audited financial statements, which are 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		3

INVESTMENT OBJECTIVE, POLICIES, RISKS, AND RESTRICTIONS		3

MANAGEMENT OF THE FUND		6

INVESTMENT MANAGER AND OTHER SERVICES		10

DISTRIBUTIONS		13

BROKERAGE SERVICES		13

REDEMPTION OF SHARES AND DETERMINATION OF NET ASSET VALUE		14
TAXES		16

CALCULATION OF RETURN		18

PROXY VOTING		19

DISCLOSURE OF FUND PORTFOLIO HOLDINGS		20

FINANCIAL STATEMENTS		21

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 Torray Fund (the “Fund”) is a diversified, open-end mutual fund. The Fund’s goals are to build investor wealth over extended periods and to minimize shareholder capital gains tax liability by limiting the realization of long and short-term gains. There is no guarantee that the Fund will achieve these objectives.

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 Fund’s equity securities 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 up to 5% of its assets 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.

The investment objective and policies of the Fund set forth above and in the Prospectus may be changed without shareholder approval.

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, by SEC exemptive order, or by the Commission.

It is contrary to the Fund’s present policy, which may be changed by the Trustees without shareholder approval, to borrow money, 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.

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 both series of the Trust, The Torray Fund and The Torray Institutional Fund.

Independent Trustees


Name and Age	Position with the Trust and Length of Time Served	Principal Occupation During the Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held
Bruce C. Ellis DOB: 7/20/44	Trustee since 1993	Private Investor, Bethesda, MD	2	N/A

Robert P. Moltz DOB: 10/3/46	Trustee since 1990	Chairman and CEO, Weaver Bros. Insurance Assoc., Inc., Bethesda, MD	2	N/A

Roy A. Schotland DOB: 3/18/33	Trustee since 1990	Professor of Law, Georgetown University Law Center, Washington, D.C.	2	Director, Custodial Trust Co., a Bear Stearns subsidiary

Wayne H. Shaner DOB: 8/23/47	Chairman of the Board since 2005; Trustee since 1993	Managing Partner, Rockledge Partners, LLC, Investment Advisory Firm, Bethesda, Maryland; Prior to January 1, 2004, Vice President, Investments, Lockheed Martin Corporation and Lockheed Martin Investment Management Company, Bethesda, MD	2	Director, Van Eck Funds

Patricia Kavanagh, M.D. DOB: 11/1/49	Trustee since 2002	Medical Doctor, Resident, Neurological Institute at Columbia Presbyterian Medical Center, New York, NY	2	N/A

Interested Trustees and Officers of the Trust


Name and Age	Position with the Trust 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* DOB: 5/21/50	Trustee, President and Secretary of the Trust since 1990	Vice President, Secretary and Chief Compliance Officer, Torray LLC, Bethesda, MD (Oct. 2005-Present); Vice President, Secretary, Treasurer and Chief Compliance Officer, Robert E. Torray & Co. Inc. (Jul. 1984-Oct. 2005); Vice President, Secretary and Chief Compliance Officer, The Torray Corporation (Jan. 1990-Oct. 2005); Vice President, Secretary, Treasurer and Chief Compliance Officer, TEL Corporation (Jun. 2005-Oct. 2005).**	2	N/A

Douglas C. Eby DOB: 7/28/59	Vice President and Treasurer of the Trust since 1993	President, Torray LLC, Bethesda, MD (Sept. 2005-Present); President, Robert E. Torray & Co. Inc. (Mar. 2001-Sept. 2005); Vice President, The Torray Corporation (Mar. 2001-Sept. 2005; and President, TEL Corporation (Jun. 2004-Sept. 2005).**	2	Director, Markel Corporation, Richmond, VA; Director, CBRE Realty Finance, Inc.

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 (the “1940 Act”).

Robert E. Torray & Co., The Torray Corporation and TEL Corporation have all been succeeded to by Torray LLC.

The mailing address of the Trustees and officers of the Trust is c/o The Torray Fund, 7501 Wisconsin Avenue, Suite 1100, Bethesda, Maryland 20814.

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 valuation of such securities on an as needed basis. During the fiscal year ended December 31, 2005, the Valuation Committee did not meet. 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. The Nominating and Corporate Governance Committee evaluates the qualifications of Board member candidates and makes nominations for Independent Trustee membership on the Board. Mr. Schotland 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. During the fiscal year ended December 31, 2005, the Audit Committee met once and the Nominating and Corporate Governance Committee met two times.

For the fiscal year ended December 31, 2005, 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
Bruce C. Ellis	Over $100,000	Over $100,000
Robert P. Moltz	$50,001 - 100,000	Over $100,000
Roy A. Schotland	Over $100,000	Over $100,000
Wayne H. Shaner	$50,001 - 100,000	$50,001 - 100,000
Dr. Patricia Kavanagh	Over $100,000	Over $100,000

Interested Trustee


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

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.

Each Trustee who is not an “interested person” of the Trust receives an annual retainer of $14,000, plus $2,000 for each Trustees’ meeting attended. Mr. Shaner, as 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. Mr. Lane, as a stockholder and officer of the Manager, will benefit from the management fees paid by the Fund.

The following table exhibits Trustee compensation for the fiscal year ended December 31, 2005.*


Name of Trustee	Aggregate Compensation from the Fund		Aggregate Compensation from Fund Complex
Bruce C. Ellis	$	7,500	$	15,000
Robert P. Moltz	$	7,500	$	15,000
Roy A. Schotland	$	7,500	$	15,000
Wayne H. Shaner	$	7,500	$	15,000
Dr. Patricia Kavanagh	$	7,500	$	15,000
Dr. Carl C. MacCartee, Jr.**	$	7,500	$	15,000
Dr. Charlene R. Nunley**	$	7,000	$	14,000
William M Lane***	$	0	$	0
Douglas C. Eby***	$	0	$	0
Robert E. Torray***	$	0	$	0

Prior to January 1, 2006, each Trustee who is not an “interested person” of the Trust received an annual retainer of $10,000 plus $1,000 for each Trustees’ meeting attended.

Dr. Nunley resigned as a Trustee effective September 30, 2005. Dr. Carl C. MacCartee, Jr. resigned as a Trustee effective January 1, 2006.

***

Messrs. Lane, Eby and Torray are considered to be “interested persons” of the Trust and therefore are not compensated for their service as Trustee. Messrs. Eby and Torray resigned as Trustees effective January 1, 2006.

As of April 1, 2006, the Trustees, officers, and affiliated persons of the Fund, as a group, owned 5.87% of the outstanding shares of the Fund.

As of April 1, 2006 the following 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
Charles Schwab & Co., Inc.	6,708,794.045	21.3290	%
FBO Schwab Customers 101 Montgomery Street San Francisco, CA 94104

National Financial Services, Corp.	4,296,283.972	13.6590	%
200 Liberty Street, 5th Floor New York, NY 10281

Investment Manager and Other Services

The Manager

Under a written management contract (“Management Agreement”) between the Fund and Torray LLC (the “Manager”), 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.

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. Additionally, shareholders approved the Management Agreement at a meeting held on December 19, 2005. 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 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 Fund is also responsible for such nonrecurring expenses as may arise, including litigation in which the Fund may be a party, and other expenses as determined by the Trustees. The Fund may have an obligation to indemnify its officers and Trustees with respect to such litigation.


Advisory Fees Paid
2003	2004	2005
$14,702,558	$16,893,454	$14,986,953

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.

Robert E. Torray and Douglas C. Eby are co-managers of the Fund. The following table lists the number and types of other accounts managed by each individual and assets under management in those accounts as of December 31, 2005:


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)
Robert E. Torray	1	$	403	1	$	25	35	$	3,404	$	5,163
Douglas C. Eby	1	$	403	1	$	25	35	$	3,404	$	5,163

If an account has a co-portfolio manager, the total number of accounts and assets have been allocated to each respective manager. Therefore, some accounts and assets have been counted twice.

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.

Each portfolio manager’s compensation consists of a fixed annual salary, plus additional remuneration based on the overall performance of the Manager for the given time period.

The dollar range of equity securities of the Fund beneficially owned by the Fund’s portfolio managers as of December 31, 2005 is as follows:


Portfolio Manager		Dollar Range of Equity Securities of The Fund Beneficially Owned
Robert E. Torray		Over $1,000,000
Douglas C. Eby		$100,001-500,000

Toray LLC, 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.

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 Securities and Exchange Commission, and is available to the public at www.sec.gov.

Other Services

Custodian and Transfer Agent . PFPC Trust Company, 8800 Tinicum Blvd., Philadelphia, PA 19153, is the custodian for the Fund. PFPC 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 between the Manager and PFPC Inc. (“PFPC”), PFPC performs certain accounting and administrative services for the Fund including portfolio and general ledger

accounting, daily valuation of all portfolio securities and NAV calculation. PFPC 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 Sub-chapter M of the Internal Revenue Code of 1986, as amended and calculates required tax distributions and prepares updates to the Trust’s registration statement.

Independent Registered Public Accounting Firm . The Fund’s independent registered public accounting firm is Briggs, Bunting & Dougherty, LLP, Two Penn Center Plaza, Suite 820, Philadelphia, PA 19102.

Fund Counsel . Dechert LLP, 1775 I Street, N.W. Washington, D.C. 20006, serves as counsel to the Trust.

Distribution

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.

Under the Investment Company 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, 2003, 2004 and 2005 were $1,768,631, $1,065,876 and $1,429,122 respectively.

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 “How to Redeem.” 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 is open. Proceeds will normally be forwarded on the next day on which the New York Stock Exchange 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 New York Stock Exchange is closed for other than customary weekends and holidays, or if permitted by the rules of the Securities and Exchange Commission during periods when trading on the Exchange 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 Securities and Exchange Commission.

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 $10,000. 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 New York Stock Exchange is open, as of the close of the Exchange. The Trust expects that the days, other than weekend days, that the Exchange will not be open are New Year’s Day, Martin Luther King, Jr. Day, President’s 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 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 Exchange 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. Tax legislation enacted in 2003 generally provides for a maximum tax rate for individual taxpayers of 15% on long-term gains from sales and from certain qualifying dividends on corporate stock. 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.

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, 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.

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.

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.

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
ATV _D	=	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
ATV _DR	=	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 Fund has adopted a proxy voting policy 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 Securities and Exchange Commission’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 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 financial statements for the Fund for the year ended December 31, 2005, including notes thereto and the report of Briggs Bunting & Dougherty, LLP have been filed with the SEC and are incorporated by reference into this Statement of Additional Information.

THE TORRAY FUND

STATEMENT OF ADDITIONAL INFORMATION

FOR THE TORRAY INSTITUTIONAL FUND

May 1, 2006

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 Institutional Fund (the “Fund”) dated May 1, 2006. A copy of the Prospectus may be obtained by writing Torray LLC, 7501 Wisconsin Avenue, Suite 1100, Bethesda, Maryland 20814, or by telephoning toll free at 1-800-443-3036. The Fund’s most recent Annual Report is a separate document and includes the Fund’s audited financial statements, which are incorporated by reference into this Statement of Additional Information.

The Fund is a separate investment series of The Torray Fund (the “Trust”). The Trust currently consists of two separate investment series.

TABLE OF CONTENTS


		Page

ORGANIZATION OF THE FUND		3

INVESTMENT OBJECTIVE, POLICIES, RISKS, AND RESTRICTIONS		3

MANAGEMENT OF THE FUND		6

INVESTMENT MANAGER AND OTHER SERVICES		10

DISTRIBUTIONS		13

BROKERAGE SERVICES		13

REDEMPTION OF SHARES AND DETERMINATION OF NET ASSET VALUE		14

TAXES		16

CALCULATION OF RETURN AND PERFORMANCE COMPARISONS		18

PROXY VOTING		19

DISCLOSURE OF FUND PORTFOLIO HOLDINGS		20

FINANCIAL STATEMENTS		21

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 Fund’s fiscal year ends on December 31 of each year.

Investment Objective, Policies, Risks, and Restrictions

Investment Objective

The Torray Institutional Fund (the “Fund”) is a diversified, open-end mutual fund. The Fund’s goal is to build investor wealth over extended periods. There is no guarantee that the Fund will achieve this objective.

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 Fund’s equity securities 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.

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.

The investment objective and policies of the Fund set forth above and in the Prospectus may be changed without shareholder approval.

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 or issue senior securities, except that the Fund may borrow up to 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)

(5)

(6)

(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)

(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, by SEC exemptive order, or by the Commission.

(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.

Management of the Fund

The Trust is overseen by a Board of Trustees (the “Board), who has delegated 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 or qualified, or until the trustee or officer dies, resigns, is removed, or becomes disqualified.

Independent Trustees


Name and Age	Position with the Trust and Length of Time Served	Principal Occupation During the Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held
Bruce C. Ellis DOB: 7/20/44	Trustee since 1993	Private Investor, Bethesda, MD	2	N/A

Robert P. Moltz DOB: 10/3/46	Trustee since 1990	Chairman and CEO, Weaver Bros. Insurance Assoc. Inc., Bethesda, MD	2	N/A

Roy A. Schotland DOB: 3/18/33	Trustee since 1990	Professor of Law, Georgetown University Law Center, Washington, D.C.	2	Director, Custodial Trust Co., a Bear Stearns Subsidiary

Wayne H. Shaner DOB: 8/23/47	Chairman of the Board since 2005; Trustee since 1993	Managing Partner, Rockledge Partners, LLC, Investment Advisory Firm, Bethesda, Maryland; Prior to January 1, 2004, Vice President, Investments, Lockheed Martin Corporation and Lockheed Martin Investment Management Company, Bethesda, MD	2	Director, Van Eck Funds

Patricia Kavanagh, M.D. DOB: 11/1/49	Trustee since 2002	Medical Doctor, Resident, Neurological Institute at Columbia Presbyterian Medical Center, New York, NY	2	N/A

Interested Trustees and Officers of the Trust


Name and Age	Position with the Trust 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* DOB: 5/21/50	Trustee, President and Secretary of the Trust since 1990	Vice President, Secretary and Chief Compliance Officer, Torray LLC, Bethesda, MD (Oct. 2005-Present); Vice President, Secretary, Treasurer and Chief Compliance Officer, Robert E. Torray & Co. Inc. (Jul. 1984-Oct. 2005) ; Vice President Secretary and Chief Compliance Officer, The Torray Corporation (Jan. 1990-Oct. 2005); Vice President, Secretary, Treasurer and Chief Compliance Officer, TEL Corporation (Jun. 2005-Oct. 2005).**	2	N/A

Douglas C. Eby DOB: 7/28/59	Vice President and Treasurer of the Trust since 1993	President, Torray LLC, Bethesda, MD (Sept. 2005-Present); President, Robert E. Torray & Co. Inc. (Mar. 2001-Sept. 2005); Vice President, The Torray Corporation (Mar. 2001-Sept. 2005); and President, TEL Corporation (Jun. 2004-Sept. 2005).**	2	Director, Markel Corporation, Richmond, VA; Director, CBRE Realty Finance, Inc.

Robert E. Torray & Co., The Torray Corporation and TEL Corporation have all been succeeded to by Torray LLC.

The mailing address of the Trustees and officers of the Trust is c/o The Torray Fund, 7501 Wisconsin Avenue, Suite 1100, Bethesda, Maryland 20814.

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 valuation of such securities on an as needed basis. During the fiscal year ended December 31, 2005, the Valuation Committee did not meet. 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. The Nominating and Corporate Governance Committee evaluates the qualifications of Board member candidates and makes nominations for Independent Trustee membership on the Board. Mr. Schotland 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. During the fiscal year ended December 31, 2005, the Audit Committee met once and the Nominating and Corporate Governance Committee met two times.

For the fiscal year ended December 31, 2005, 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
Bruce C. Ellis	$0	Over $100,000
Robert P. Moltz	Over $100,000	Over $100,000
Roy A. Schotland	$0	Over $100,000
Wayne H. Shaner	$0	$50,001 - 100,000
Dr. Patricia Kavanagh	$0	Over $100,000

Interested Trustee


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.

Each Trustee who is not an “interested person” of the Trust receives an annual retainer of $14,000, plus $2,000 for each Trustees’ meeting attended. Mr Shaner, as 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. Mr. Lane as a stockholder and officer of the Manager, will benefit from the management fees paid by the Fund.

The following table exhibits Trustee compensation for the fiscal year ended December 31, 2005.*


Name of Trustee	Aggregate Compensation from the Fund**		Total Compensation from the Fund Complex
Bruce C. Ellis	$	7,500	$	15,000
Robert P. Moltz	$	7,500	$	15,000
Roy A. Schotland	$	7,500	$	15,000
Wayne H. Shaner	$	7,500	$	15,000
Dr. Patricia Kavanagh	$	7,500	$	15,000
Dr. Carl C. MacCartee, Jr.**	$	7,500	$	15,000
Dr. Charlene R. Nunley**	$	7,000	$	14,000
William M Lane***	$	0	$	0
Douglas C. Eby***	$	0	$	0
Robert E. Torray***	$	0	$	0

*	Prior to January 1, 2006, each Trustee who is not an “interested person” of the Trust received an annual retainer of $10,000 plus $1,000 for each Trustees’ meeting attended.

**	Dr. Nunley resigned as a Trustee effective September 30, 2005. Dr. Carl C. MacCartee, Jr. resigned as a Trustee effective January 1, 2006.

***	Messrs. Lane, Eby and Torray are considered to be “interested persons” of the Trust and therefore are not compensated for their service as Trustee. Messrs. Eby and Torray resigned as Trustees effective January 1, 2006.

As of April 1, 2006, the Trustees, officers, and affiliated persons of the Fund, as a group, owned 5.77% of the outstanding shares of the Fund.

As of April 1, 2006 the following 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
Charles Schwab & Co., Inc. FBO Schwab Customers 101 Montgomery Street San Francisco, CA 94104	427,471.838	17.6993	%

Balsa & Co. 811 Rusk Street Houston, TX 77252	147,039.696	6.0881	%

Prudential Investment Management Services FBO Mutual Fund Clients 100 Mulberry St 3 Gateway CTR FL 11 Newark, NJ 08830	126,344.382	5.2312	%

Wilmington Trust Company C/F MAM Trust C/O Mutual Funds PO Box 8882 Wilmington, DE 19899-8880	124,905.590	5.1717	%

Investment Manager and Other Services

The Manager

Pursuant to a written management contract (“Management Agreement”) between the Fund and Torray LLC (the “Manager”), subject to such policies as the Trustees of the Fund may determine, the Fund pays the Manager a single comprehensive management fee at the annual rate of 0.85% of the Fund’s average daily net assets, which fee covers all operating expenses of the Fund including the investment advisory and management services provided by the Manager. Under the Management Agreement, the Manager furnishes continuously an investment program for the Fund and makes investment decisions on behalf of the Fund and places all orders for the purchase and sale of portfolio securities subject always to applicable investment objectives, policies and restrictions.

Pursuant to the Management Agreement, the Manager bears all expenses of the Fund, including, without limitation, fees and expenses of the Trustees, interest charges, taxes, 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.


Advisory Fees Paid
2003		2004		2005
$2,979,689	$	6,600,243	$	8,985,099


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)
Robert E. Torray	1	$	1,331	1	$	25	35	$	3,404	$	5,163
Douglas C. Eby	1	$	1,331	1	$	25	35	$	3,404	$	5,163

If an account has a co-portfolio manager, the total number of accounts and assets have been allocated to each respective manager. Therefore, some accounts and assets have been counted twice.

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.

Each portfolio manager’s compensation consists of a fixed annual salary, plus additional remuneration based on the overall performance of the Manager for the given time period.

The dollar range of equity securities of the Fund beneficially owned by the Fund’s portfolio managers as of December 31, 2005 is as follows:


Portfolio Manager	Dollar Range of Equity Securities of The Fund Beneficially Owned
Robert E. Torray	Over $	1,000,000
Douglas C. Eby		$0

Torray LLC, 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.

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”). 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 Securities and Exchange Commission, and is available to the public at www.sec.gov.

Other Services

Custodian and Transfer Agent. PFPC Trust Company, 8800 Tinicum Blvd., Philadelphia, PA 19153, is the custodian for the Fund. PFPC 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 between the Manager and PFPC Inc. (“PFPC”), PFPC performs certain accounting and administrative services for the Fund including portfolio and general ledger accounting, daily valuation of all portfolio securities and NAV calculation. PFPC 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 Sub-chapter M of the Internal Revenue Code of 1986, as amended and calculates required tax distributions and prepares updates to the Trust’s registration statement.

Independent Registered Public Accounting Firm. The Fund’s independent registered public accounting firm is Briggs, Bunting & Dougherty, LLP, Two Penn Center Plaza, Suite 820, Philadelphia, PA 19102.

Fund Counsel. Dechert LLP, 1775 I Street, N.W., Washington, D.C. 20006, serves as counsel to the Trust.

Distributions

Brokerage Services

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 of its 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.

Under the Investment Company 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, 2003, 2004 and 2005 were $761,155, $747,876 and $1,127,635, respectively.

Redemption of Shares and Determination of Net Asset Value

How to Redeem Shares

Stock Exchange 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 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 $5,000,000. 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

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.

Taxes

Annually, shareholders will receive information as to the tax status of distributions made by the Fund in each calendar year.

Calculation of Return and Performance Comparisons

Calculation of Return

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.

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
ATV _D	=	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
ATV _DR	=	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

Proxy Voting

Disclosure of Fund Portfolio Holdings

amendments to the Trust’s policies and procedures must be approved and adopted by the Trust’s Board of Trustees.

Financial Statements

PART C

OTHER INFORMATION

Item 23. Exhibits


(a)(1)		Agreement and Declaration of Trust originally filed as exhibit (1) to the Registrant’s Initial Registration Statement on Form N-1A dated April 24, 1990, is incorporated by reference to exhibit (1) to Post-Effective Amendment No. 6, electronically filed on April 30, 1996.

(a)(2)		Establishment and Designation of a New Series of Beneficial Interest—for The Torray Institutional Fund is incorporated by reference to exhibit (1) to Post-Effective Amendment No. 14, electronically filed on June 28, 2001.

(b)		By-Laws originally filed as exhibit (2) to the Registrant’s Initial Registration Statement on Form N-1A dated April 24, 1990, are incorporated by reference to exhibit (2) to Post-Effective Amendment No. 6, electronically filed on April 30, 1996.

(c)		Not Applicable

(d)(1)		Management Contract with Torray LLC—for The Torray Fund is filed herewith.

(d)(2)		Management Contract with Torray LLC—for The Torray Institutional Fund is filed herewith.

(e)		Not Applicable

(f)		Not Applicable

(g)		Custodian Agreement between the Registrant and PFPC Trust Company incorporated by reference to exhibit (g)(1) to Post-Effective Amendment No. 13, electronically filed on April 30, 2001.

(h)		Amended and Restated Administrative Agreement between Registrant and PFPC Inc., dated November 30, 2005, is filed herewith.

(i)		Legal Opinion of Dechert is incorporated by reference to exhibit (6) to Post-Effective Amendment No. 14, electronically filed on June 28, 2001.

(j)		Consent of Briggs, Bunting & Dougherty, LLP is filed herewith.

(k)		Not Applicable

(l)		Purchase Agreement between Registrant and Robert E. Torray as filed as exhibit (13) to Pre-Effective Amendment No. 2 to the Registrant’s Registration Statement on Form N-1A, filed November 20, 1990, is incorporated by reference to exhibit (13) to Post-Effective Amendment No. 6, as filed on April 30, 1996.

(m)		Not Applicable

(n)		Not Applicable

(o)		Not Applicable



(p)(1)		Code of Ethics of the Trust and the Adviser dated February 1, 2005 as amended September 15, 2005, and as further amended October 7, 2005 is filed herewith.

(other)		Powers of Attorney are filed herewith.

		(1) Patricia Kavanagh, M.D.

		(2) Wayne H. Shaner

		(3) Bruce C. Ellis

		(4) Roy A. Schotland

		(5) Robert P. Moltz

Item 24. Persons Controlled By or Under Common Control with Registrant

None.

Item 25. Indemnification

Article VIII of the Registrant’s Agreement and Declaration of Trust, provides in effect that the Registrant will indemnify its officers and Trustees under certain circumstances. However, in accordance with Section 17(h) and 17(i) of the Investment Company Act of 1940 and its own terms, said Agreement and Declaration of Trust does not protect any person against any liability to the Registrant or its shareholders to which he or she would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties in the conduct of his or her office.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to Trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions (or otherwise), the Registrant is aware that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and, therefore, is 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 Trustees, officers or controlling persons of the Registrant in connection with the successful defense of any act, suit or proceeding) is asserted by such Trustees, officers or controlling persons in connection with the shares 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 issues.

Item 26. Business and Other Connections of Investment Advisor

The business and other connection of the officers and directors of Torray LLC are set forth in the Form ADV of Torray LLC (No. 801-8629) as currently on file with the U.S. Securities and Exchange Commission, which is incorporated by reference herein.

C-2

Item 27. Principal Underwriter

None.

Item 28. Location of Accounts and Records

All accounts, books or other documents required to be maintained pursuant to Section 31(a) of the Investment Company Act of 1940 and the rules thereunder are maintained at the offices of the Registrant’s Transfer Agent, PFPC, 760 Moore Road, King of Prussia, PA 19406 (transfer agency and shareholder records), the offices of Registrant’s manager, Torray LLC, 7501 Wisconsin Avenue, Suite 1100, Bethesda, MD 20814, at the offices of the Registrant’s Custodian, PFPC Trust Company, 400 Bellevue Parkway, Wilmington, DE 19809 (journals, ledgers, receipts, and brokerage orders), or at the offices of Dechert LLP, counsel to the Registrant, 1775 I Street, N.W., Washington, D.C. 20006 (minutes books and declaration of trust).

Item 29. Management Services

Not Applicable.

Item 30. Undertakings

None.

C-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Investment Company Act of 1940, as amended, the Registrant certifies that it meets all of the requirements for effectiveness of this Registration Statement pursuant to Rule 485(b) under the Securities Act and has duly caused this Post-Effective Amendment No. 20 to be signed on its behalf by the undersigned, thereto duly authorized, in the City of Bethesda and State of Maryland on the 28th day of April, 2006.


THE TORRAY FUND

By:		/ S / W ILLIAM M L ANE
		William M Lane President

Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 20 to the Registration Statement of The Torray Fund has been signed below by the following persons in the capacities and on the date indicated.


Signature	Capacity	Date
/s/ W ILLIAM M L ANE William M Lane	President and Trustee	April 28, 2006

/s/ D OUGLAS C. E BY Douglas C. Eby	Principal Financial Officer	April 28, 2006

/s/ R OBERT P. M OLTZ Robert P. Moltz*	Trustee	April 28, 2006

/s/ R OY A. S CHOTLAND Roy A. Schotland*	Trustee	April 28, 2006

/s/ B RUCE C. E LLIS Bruce C. Ellis*	Trustee	April 28, 2006

/s/ W AYNE H. S HANER Wayne H. Shaner*	Trustee	April 28, 2006

/s/ P ATRICIA K AVANAGH , M.D. Patricia Kavanzagh, M.D.*	Trustee	April 28, 2006



*By:		/ S / W ILLIAM M L ANE
		William M Lane Attorney-in-Fact

Pursuant

to Power of Attorney as filed herewith.

C-4

EXHIBIT INDEX


ITEM		EXHIBIT
(d)(1)		Management Contract with Torray LLC for The Torray Fund

(d)(2)		Management Contract with Torray LLC for The Torray Institutional Fund

(h)		Administrative Agreement between Registrant and PFPC, Inc.

(j)		Consent of Briggs, Bunting & Dougherty, LLP

(p)(1)		Code of Ethics of the Trust and the Adviser

(other)		Powers of Attorney

		(1) Patricia Kavanagh, M.D.

		(2) Wayne H. Shaner

		(3) Bruce C. Ellis

		(4) Roy A. Schotland

		(5) Robert P. Moltz

C-5

THE TORRAY FUND

MANAGEMENT CONTRACT

Management Contract executed as of December 19, 2005, between THE TORRAY FUND, a Massachusetts business trust (the “Trust”), on behalf of its separate investment series THE TORRAY FUND (the “Fund”) and TORRAY LLC, a Delaware limited liability company (the “Manager”).

Witnesseth:

That in consideration of the mutual covenants herein contained, it is agreed as follows:

1. SERVICES TO BE RENDERED BY MANAGER TO THE FUND

(a) Subject always to the control of the Trustees of the Trust and to such policies as the Trustees may determine, the Manager will, entirely at its own expense, (i) 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 and (ii) manage, supervise and conduct all of the affairs and business of the Fund and bear the expenses of all service providers to the Fund, furnish office space and equipment, and pay all salaries, fees and expenses of officers and Trustees of the Trust who are affiliated with the Manager. In the performance of its duties, the Manager will be subject to the control of the Trustees and to the policies determined by the Trustees, as well as to the provisions of the Trust’s Agreement and Declaration of Trust, its By-laws as in effect from time to time, and the investment objectives, policies and restrictions stated in the Fund’s prospectus.

(b) In the selection of brokers or dealers and the placing of orders for the purchase and sale of portfolio investments for the Fund, the Manager shall seek to obtain for the Fund the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. In using its best efforts to obtain for the Trust the most favorable price and execution available, the Manager, bearing in mind the Trust’s best interests at all times, shall consider 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 the commission, the timing of the transaction taking into account market prices and trends, the reputation, experience and financial stability of the broker and dealer involved and the quality of service rendered by the broker or dealer in other transactions. Subject to such policies as the Trustees may determine, the Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Contract or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a securities transaction for the Fund in excess of the commission another broker or dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager’s overall responsibilities with respect to the Fund and to other clients of the Manager as to which the Manager exercises investment discretion.

(c) The Manager shall not be obligated to pay any expenses of or for the Trust not expressly assumed by the Manager pursuant to this Section 1.

2. OTHER AGREEMENTS, ETC.

It is understood that any of the shareholders, Trustees, officers and employees of the Trust may be a shareholder, director, officer, or employee of, or be otherwise interested in, the Manager, and in any person controlled by or under common control with the Manager, and that the Manager and any person controlled by or under common control with the Manager may have an interest in the Trust. It is also understood that the Manager and persons controlled by or under common control with the Manager have and may have advisory, management service, distribution or other contracts with other organizations and persons, and may have other interests and businesses.

3. COMPENSATION TO BE PAID BY THE FUND TO THE MANAGER.

The Fund will pay to the Manager as compensation for the Manager’s services rendered, for the facilities furnished and for the expenses borne by the Manager pursuant to Section 1, a fee, computed daily and paid monthly, at the annual rate of 1.00% of the daily net asset value of the Fund. The fee shall be paid from the assets of the Trust. Such fee shall be payable within five (5) business days after the end of such month.

If the Manager shall serve for less than the whole of a month, the foregoing compensation shall be prorated.

4. ASSIGNMENT TERMINATES THIS CONTRACT; AMENDMENTS OF THIS CONTRACT.

This Contract shall automatically terminate, without the payment of any penalty, in the event of its assignment; and this Contract shall not be amended unless such amendment is approved at a meeting by the affirmative vote of a majority of the outstanding shares of the Fund, and by the vote, cast in person at a meeting called for the purpose of voting on such approval, of a majority of the Trustees of the Trust who are not interested persons of the Trust or of the Manager.

5. EFFECTIVE PERIOD AND TERMINATION OF THIS CONTRACT.

This Contract shall become effective upon its execution, and shall remain in full force and effect continuously thereafter (unless terminated automatically as set forth in Section 4) until terminated as follows:

(a) Either party hereto may at any time terminate this Contract by not more than sixty days’ written notice delivered or mailed by registered mail, postage prepaid, to the other party, or

person at a meeting called for the purpose of voting on such approval, do not specifically approve—at least annually the continuance of this Contract, then this Contract shall automatically terminate at the close of business on the second anniversary of its execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later; provided, however, that if the continuance of this Contract is submitted to the shareholders of the Trust for their approval and such shareholders fail to approve such continuance of this Contract as provided herein, the Manager may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder.

Action by the Trust under (a) above may be taken either (i) by vote of a majority of its Trustees, or (ii) by the affirmative vote of a majority of the outstanding shares of the Trust.

Termination of this Contract pursuant to this Section 5 shall be without the payment of any penalty.

6. CERTAIN DEFINITIONS.

For the purposes of this Contract, the “affirmative vote of a majority of the outstanding shares” means the affirmative vote, at a duly called and held meeting of shareholders, (a) of the holders of 67% or more of the shares of the Fund present (in person or by proxy) and entitled to vote at such meeting, if the holders of more than 50% of the outstanding shares of the Fund entitled to vote at such meeting are present in person or by proxy, or (b) of the holders of more than 50% of the outstanding shares of the Fund entitled to vote at such meeting, whichever is less.

For the purposes of this Contract, the terms “affiliated person, ““control,” “interested person” and “assignment” shall have their respective meanings defined in the 1940 Act and the rules and regulations thereunder, subject, however to such exemptions as may be granted by the Securities and Exchange Commission under said Act; the term “specifically approve at least annually” shall be construed in a manner consistent with the 1940 Act and the rules and regulations thereunder; and the term “brokerage and research services” shall have the meaning given in the Securities Exchange Act of 1934 and the rules and regulations thereunder.

7. USE OF NAME.

The word “Torray” to be used in the Fund’s name belongs exclusively to the Manager, and may be used by the Fund only so long as this Contract has not been terminated.

8. NONLIABILITY OF MANAGER.

In the absence of willful misfeasance, bad faith or gross negligence on the part of the Manager, or reckless disregard of its obligations and duties hereunder, the Manager shall not be subject to any liability to the Fund, or to any shareholder of the Fund, for any act or omission in the course of, or connected with, rendering services hereunder.

9. LIMITATION OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS.

A copy of the Agreement and Declaration of Trust of the Trust is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this instrument is executed on behalf of the Trustees of the Trust as Trustees and not individually and that the obligations of this instrument are not binding upon any of the Trustees or shareholders individually but are binding only upon the assets and property of the Trust.

IN WITNESS WHEREOF, THE TORRAY FUND, on behalf of its investment series THE TORRAY FUND, and TORRAY LLC have each caused this instrument to be signed on its behalf by its duly authorized representative, all as of the day and year first above written.


THE TORRAY FUND, on behalf of its separate investment series THE TORRAY FUND

By:		/s/ William M Lane
Title:		President

TORRAY LLC

By:		/s/ William M Lane
Title:		President

THE TORRAY INSTITUTIONAL FUND

MANAGEMENT CONTRACT

Management Contract executed as of December 19, 2005, between THE TORRAY FUND, a Massachusetts business trust (the “Trust”), on behalf of its separate investment series THE TORRAY INSTITUTIONAL FUND (the Fund”), and TORRAY LLC, a Delaware limited liability company (the “Manager”).

Witnesseth:

That in consideration of the mutual covenants herein contained, it is agreed as follows:

1. SERVICES TO BE RENDERED BY MANAGER TO THE FUND

(b) The Manager agrees to bear each and every expense of the Fund in exchange for its fee to be paid hereunder.

(c) In the selection of brokers or dealers and the placing of orders for the purchase and sale of portfolio investments for the Fund, the Manager shall seek to obtain for the Fund the most favorable price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. In using its best efforts to obtain for the Trust the most favorable price and execution available, the Manager, bearing in mind the Trust’s best interests at all times, shall consider 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 the commission, the timing of the transaction taking into account market prices and trends, the reputation, experience and financial stability of the broker and dealer involved and the quality of service rendered by the broker or dealer in other transactions. Subject to such policies as the Trustees may determine, the Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Contract or otherwise solely by reason of its having caused the Fund to pay a broker or dealer that provides brokerage and research services to the Manager an amount of commission for effecting a securities transaction for the Fund in excess of the commission another broker or dealer would have charged for effecting that transaction, if the Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research

services provided by such broker or dealer, viewed in terms of either that particular transaction or the Manager’s overall responsibilities with respect to the Fund and to other clients of the Manager as to which the Manager exercises investment discretion.

2. OTHER AGREEMENTS, ETC.

3. COMPENSATION TO BE PAID BY THE FUND TO THE MANAGER.

The Fund will pay to the Manager as compensation for the Manager’s services rendered, for the facilities furnished and for the expenses borne by the Manager pursuant to Section 1, a fee, computed daily and paid monthly, at the annual rate of 0.85% of the daily net asset value of the Fund. The fee shall be paid from the assets of the Fund. Such fee shall be payable within five (5) business days after the end of each month.

If the Manager shall serve for less than the whole of a month, the foregoing compensation shall be prorated.

4. ASSIGNMENT TERMINATES THIS CONTRACT; AMENDMENTS OF THIS CONTRACT.

5. EFFECTIVE PERIOD AND TERMINATION OF THIS CONTRACT.

(a) Either party hereto may at any time terminate this Contract by not more than sixty days’ written notice delivered or mailed by registered mail, postage prepaid, to the other party, or

(b) If (i) the Trustees of the Trust or the shareholders of the affirmative vote of a majority of the outstanding shares of the Trust, and (ii) a majority of the Trustees of the Trust who are not interested persons of the Trust or of the Manager, by vote cast in person at a meeting called for the purpose of voting on such approval, do not specifically approve—at least annually the continuance of this Contract, then this Contract shall automatically terminate at the close of business on the second anniversary of its execution, or upon the expiration of one year from the effective date of the last such continuance, whichever is later; provided, however, that if the continuance of this Contract is submitted to the shareholders of the Trust for their approval and such shareholders fail to approve such continuance of this Contract as provided herein, the Manager may continue to serve hereunder in a manner consistent with the 1940 Act and the rules and regulations thereunder.

Action by the Trust under (a) above may be taken either (i) by vote of a majority of its Trustees, or (ii) by the affirmative vote of a majority of the outstanding shares of the Trust.

Termination of this Contract pursuant to this Section 5 shall be without the payment of any penalty.

6. CERTAIN DEFINITIONS.

For the purposes of this Contract, the terms “affiliated person,” “control,” “interested person” and “assignment” shall have their respective meanings defined in the 1940 Act and the rules and regulations thereunder, subject, however to such exemptions as may be granted by the Securities and Exchange Commission under said Act; the term “specifically approve at least annually” shall be construed in a manner consistent with the 1940 Act and the rules and regulations thereunder; and the term “brokerage and research services” shall have the meaning given in the Securities Exchange Act of 1934 and the rules and regulations thereunder.

7. USE OF NAME.

The word “Torray” to be used in the Fund’s name belongs exclusively to the Manager, and may be used by the Fund only so long as this Contract has not been terminated.

8. NONLIABILITY OF MANAGER.

9. LIMITATION OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS.

IN WITNESS WHEREOF, THE TORRAY FUND, on behalf of its investment series THE TORRAY INSTITUTIONAL FUND, and TORRAY LLC have each caused this instrument to be signed on its behalf by its duly authorized representative, all as of the day and year first above written.


THE TORRAY FUND, on behalf of its separate investment series THE TORRAY INSTITUTIONAL FUND

By:		/s/ William M Lane
Title:		President

TORRAY LLC

By:		/s/ William M Lane
Title:		President

AMENDED AND RESTATED ADMINISTRATION AGREEMENT

This Amended and Restated Administration Agreement is entered into as of November 30, 2005 by and among PFPC INC., a Massachusetts corporation (“PFPC”), THE TORRAY FUND, a Massachusetts business trust (the “Fund”) and TORRAY L.L.C. (successor in interest to The Torray Corporation), the registered investment advisor to the Fund (the “Advisor”).

BACKGROUND

A.	The Advisor and PFPC were parties to an Administration Agreement dated as of December 31, 2000, which is hereby terminated as of the date of this Agreement (the “Superseded Agreement”).

B.	The Advisor and PFPC (formerly known as First Data Investor Services Group, Inc.) were parties to an Accounting Services Agreement dated as of November 30, 1999, which is hereby terminated as of the date of this Agreement (the “Expired Agreement”).

The Advisor and the Fund desire to continue to retain PFPC to provide administration and accounting services with respect to each investment portfolio listed in Exhibit A hereto, as the same may be amended from time to time by the parties hereto (collectively, the “Portfolios”), and PFPC desires to continue to provide such services.

TERMS

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, it is agreed between the parties hereto as follows:

1.	Definitions. As used in this Agreement:

(a)

“1933 Act” means the Securities Act of 1933, as amended.

(b)

“1934 Act” means the Securities Exchange Act of 1934, as amended.

(c)

“Authorized Person” means any officer of the Fund or the Advisor and any other person duly authorized by the Fund’s Board of Trustees or by the Advisor to give Oral Instructions and Written Instructions on behalf of the Fund. An Authorized Person’s scope of authority may be limited by setting forth such limitation in a written document signed by both parties hereto.

(d)

“CEA” means the Commodities Exchange Act, as amended.

(e)

“ Oral Instructions” mean oral instructions received by PFPC from an Authorized Person or from a person reasonably believed by PFPC to be an Authorized Person. PFPC may, in its sole discretion in each separate instance, consider and rely upon instructions it receives from an Authorized Person via electronic mail as Oral Instructions.

(f)

“SEC” means the Securities and Exchange Commission.

(g)

“Securities Laws” means the 1933 Act, the 1934 Act, the 1940 Act and the CEA.

(h)

“Shares” means the shares of beneficial interest of any series or class of the Fund.

(i)

“Written Instructions” mean (i) written instructions signed by an Authorized Person and received by PFPC or (ii) trade instructions transmitted (and received by PFPC) by means of an electronic transaction reporting system access to which requires use of a password or other authorized identifier. The instructions may be delivered electronically (with respect to sub-item (ii) above) or by hand, mail, tested telegram, cable, telex or facsimile sending device.

2.	Appointment . The Fund and the Advisor hereby appoint PFPC to provide administration and accounting services to each of the Fund’s Portfolios, in accordance with the terms set forth in this Agreement. PFPC accepts such appointment and agrees to continue to furnish such services.

3.	Compliance with Rules and Regulations .

PFPC undertakes to comply with all applicable requirements of the Securities Laws, and any laws, rules and regulations of governmental authorities having jurisdiction with respect to the duties to be performed by PFPC hereunder. Except as specifically set forth herein, PFPC assumes no responsibility for such compliance by the Fund, the Advisor or other entity.

4.	Instructions .

(a)

Unless otherwise provided in this Agreement, PFPC shall act only upon Oral Instructions or Written Instructions.

(b)

PFPC shall be entitled to rely upon any Oral Instruction or Written Instruction it receives from an Authorized Person (or from a person reasonably believed by PFPC to be an Authorized Person) pursuant to this Agreement. PFPC may assume that any Oral Instruction or Written Instruction received hereunder is not in any way inconsistent with the provisions of organizational documents or this Agreement or of any vote, resolution or proceeding of the Fund’s Board of Trustees or of the Fund’s shareholders, unless and until PFPC receives Written Instructions to the contrary.

(c)

Each of the Fund and the Advisor agrees to forward to PFPC Written Instructions confirming Oral Instructions (except where such Oral Instructions are given by PFPC or its affiliates) so that PFPC receives the Written Instructions by the close of business on the same day that such Oral Instructions are received. The fact that such confirming Written

Instructions are not received by PFPC or differ from the Oral Instructions shall in no way invalidate the transactions or enforceability of the transactions authorized by the Oral Instructions or PFPC’s ability to rely upon such Oral Instructions.

5.	Right to Receive Advice .

(a)

Advice of the Fund and/or the Advisor . If PFPC is in doubt as to any action it should or should not take, PFPC may request directions or advice, including Oral Instructions or Written Instructions, from the Fund and/or the Advisor.

(b)

Advice of Counsel . If PFPC shall be in doubt as to any question of law pertaining to any action it should or should not take, PFPC may request advice from counsel of its own choosing (who may be counsel for the Fund, the Advisor or PFPC, at the option of PFPC).

(c)

Conflicting Advice . In the event of a conflict between directions or advice or Oral Instructions or Written Instructions PFPC receives from the Fund and/or the Advisor and the advice PFPC receives from counsel, PFPC may rely upon and follow the advice of counsel.

(d)

Protection of PFPC . PFPC shall be indemnified by the Fund and the Advisor and without liability for any action PFPC takes or does not take in reliance upon directions or advice or Oral Instructions or Written Instructions PFPC receives from or on behalf of the Fund or from counsel and which PFPC believes, in good faith, to be consistent with those directions or advice and Oral Instructions or Written Instructions. Nothing

in this section shall be construed so as to impose an obligation upon PFPC (i) to seek such directions or advice or Oral Instructions or Written Instructions, or (ii) to act in accordance with such directions or advice or Oral Instructions or Written Instructions.

6.	Records; Visits .

(a)

The books and records pertaining to the Fund and the Portfolios which are in the possession or under the control of PFPC shall be the property of the Fund. Such books and records shall be prepared and maintained as required by the 1940 Act and other applicable securities laws, rules and regulations. The Fund, the Advisor and Authorized Persons shall have access to such books and records at all times during PFPC’s normal business hours. Upon the reasonable request of the Fund and/or the Advisor, copies of any such books and records shall be provided by PFPC to the Fund, the Advisor or to an Authorized Person, at the Advisor’s expense.

(b)

PFPC shall keep the following records:

(i)

all books and records with respect to each Portfolio’s books of account;

(ii)

records of each Portfolio’s securities transactions; and

(iii)

all other books and records as PFPC is required to maintain pursuant to Rule 31a-1 of the 1940 Act in connection with the services provided hereunder.

7.	Confidentiality . The parties shall keep confidential any information relating to another party’s business (“Confidential Information”). Confidential Information shall include (a) any data or information that is competitively sensitive material,

and not generally known to the public, including, but not limited to, information about product plans, marketing strategies, finances, operations, customer relationships, customer profiles, customer lists, sales estimates, business plans, and internal performance results relating to the past, present or future business activities of the Fund or PFPC, their respective subsidiaries and affiliated companies; (b) any scientific or technical information, design, process, procedure, formula, or improvement that is commercially valuable and secret in the sense that its confidentiality affords the Fund or PFPC a competitive advantage over its competitors; (c) all confidential or proprietary concepts, documentation, reports, data, specifications, computer software, source code, object code, flow charts, databases, inventions, know-how, and trade secrets, whether or not patentable or copyrightable; and (d) anything designated as confidential. Notwithstanding the foregoing, information shall not be Confidential Information and shall not be subject to such confidentiality obligations if it: (a) is already known to the receiving party at the time it is obtained; (b) is or becomes publicly known or available through no wrongful act of the receiving party; (c) is rightfully received from a third party who, to the best of the receiving party’s knowledge, is not under a duty of confidentiality; (d) is released by the protected party to a third party without restriction; (e) is requested or required to be disclosed by the receiving party pursuant to a court order, subpoena, governmental or regulatory agency request or law (provided the receiving party will provide the other party written notice of the same, to the extent such notice is permitted); (f) is relevant to the defense of any claim or cause of action asserted against the receiving party;

(g) is necessary or desirable for PFPC to release such information in connection with the provision of services under this Agreement; or (h) has been or is independently developed or obtained by the receiving party.

Liaison with Accountants . PFPC shall act as liaison with the Fund’s independent public accountants and shall provide account analyses, fiscal year summaries, and other audit-related schedules with respect to each Portfolio. PFPC shall take all reasonable action in the performance of its duties under this Agreement to assure that the necessary information is made available to such accountants for the expression of their opinion, as required by the Fund.

PFPC System . PFPC shall retain title to and ownership of any and all data bases, computer programs, screen formats, report formats, interactive design techniques, derivative works, inventions, discoveries, patentable or copyrightable matters, concepts, expertise, patents, copyrights, trade secrets, and other related legal rights utilized by PFPC in connection with the services provided by PFPC pursuant to this Agreement.

10.

Disaster Recovery . PFPC shall enter into and shall maintain in effect with appropriate parties one or more agreements making reasonable provisions for emergency use of electronic data processing equipment to the extent appropriate equipment is available. In the event of equipment failures, PFPC shall, at no additional expense to the Fund or the Advisor, take reasonable steps to minimize service interruptions. PFPC shall have no liability with respect to the loss of data or service interruptions caused by equipment failure, provided such loss or interruption is not caused by PFPC’s own willful misfeasance, bad faith, gross negligence or reckless disregard of its duties or obligations under this Agreement.

11.

Compensation .

(a)

As compensation for services rendered by PFPC during the term of this Agreement, the Advisor will pay to PFPC a fee or fees as may be agreed to in writing by the Advisor and PFPC.

(b)

The Advisor hereby represents and warrants to PFPC that (i) the terms of this Agreement, (ii) the fees and expenses associated with this Agreement, and (iii) any benefits accruing to PFPC or to the Advisor or sponsor to the Fund in connection with this Agreement, including but not limited to any fee waivers, conversion cost reimbursements, up front payments, signing payments or periodic payments made or to be made by PFPC to such Advisor or sponsor or any affiliate of the Fund relating to this Agreement have been fully disclosed to the Board of Trustees of the Fund and that, if required by applicable law, such Board of Trustees has approved or will approve the terms of this Agreement, any such fees and expenses, and any such benefits.

12.

Indemnification . Each of the Advisor and the Fund, on behalf of each Portfolio, agree to indemnify, defend and hold harmless PFPC and its affiliates, including their respective officers, directors, agents and employees from all taxes, charges, expenses, assessments, claims and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under the Securities Laws and any state and foreign securities and blue sky laws) arising directly or indirectly from any action or omission to act which PFPC takes in connection

with the provision of services under this Agreement. Neither PFPC, nor any of its affiliates, shall be indemnified against any liability (or any expenses incident to such liability) caused by PFPC’s or its affiliates’ own willful misfeasance, bad faith, gross negligence or reckless disregard in the performance of PFPC’s activities under this Agreement. Any amounts payable by the Fund hereunder shall be satisfied only against the relevant Portfolio’s assets and not against the assets of any other investment portfolio of the Fund. The provisions of this Section 12 shall survive termination of this Agreement.

13.

Responsibility of PFPC .

(a)

PFPC shall be under no duty to take any action hereunder on behalf of the Advisor, the Fund or any Portfolio except as specifically set forth herein or as may be specifically agreed to by PFPC, the Advisor and the Fund in a written amendment hereto. PFPC shall be obligated to exercise care and diligence in the performance of its duties hereunder and to act in good faith in performing services provided for under this Agreement. PFPC shall be liable only for any damages arising out of PFPC’s failure to perform its duties under this Agreement to the extent such damages arise out of PFPC’s willful misfeasance, bad faith, gross negligence or reckless disregard of such duties.

(b)

Notwithstanding anything in this Agreement to the contrary, (i) PFPC shall not be liable for losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation acts of God; action or

inaction of civil or military authority; public enemy; war; terrorism; riot; fire; flood; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party; and (ii) PFPC shall not be under any duty or obligation to inquire into and shall not be liable for the validity or invalidity, authority or lack thereof, or truthfulness or accuracy or lack thereof, of any instruction, direction, notice, instrument or other information which PFPC reasonably believes to be genuine.

(c)

Notwithstanding anything in this Agreement to the contrary, (i) neither PFPC nor its affiliates shall be liable for any consequential, special or indirect losses or damages, whether or not the likelihood of such losses or damages was known by PFPC or its affiliates and (ii) PFPC’s cumulative liability under this Agreement for all losses, claims, suits, controversies, breaches or damages for any cause whatsoever (including but not limited to those arising out of or related to this Agreement) and regardless of the form of action or legal theory shall not exceed the lesser of $100,000 or the fees received by PFPC for services provided hereunder during the 12 months immediately prior to the date of such loss or damage.

(d)

No party may assert a cause of action against PFPC or any of its affiliates that allegedly occurred more than 12 months immediately prior to the filing of the suit (or, if applicable, commencement of arbitration proceedings) alleging such cause of action.

(e)

The parties shall have a duty to mitigate damages for which another party may become responsible.

(f)

The provisions of this Section 13 shall survive termination of this Agreement.

(g)

Notwithstanding anything in this Agreement to the contrary, PFPC shall have no liability either for any error or omission of any of its predecessors as servicer on behalf of the Fund or Advisor or for any failure to discover any such error or omission.

14.

Description of Accounting Services on a Continuous Basis .

PFPC will perform the following accounting services with respect to each Portfolio:

(a)

Journalize investment, capital share and income and expense activities;

(b)

Record investment buy/sell trade tickets when received from the Advisor or sub-advisor for a Portfolio;

(c)

Maintain individual ledgers for investment securities;

(d)

Maintain book historical tax lots for each security;

(e)

Reconcile cash and investment balances of the Fund with the custodian, and provide the Advisor with the cash balance available for investment purposes;

(f)

Post to and prepare the Statement of Assets and Liabilities and the Statement of Operations;

(g)

Calculate various contractual expenses ( e.g. , advisory and custody fees);

(h)

Monitor the expense accruals and notify an officer of the Fund or the Advisor of any proposed adjustments;

(i)

Control disbursements and authorize such disbursements upon Written Instructions;

(j)

Calculate capital gains and losses;

(k)

Determine net income;

(l)

Obtain security market quotes from independent pricing services approved by the Advisor and as authorized by the Board of Trustees, or if such quotes are unavailable, then obtain such prices from the Advisor, and in either case calculate the market value of each Portfolio’s Investments in accordance with the valuation procedures of the Fund that have been provided to PFPC;

(m)

Provide the daily portfolio valuation to the Advisor;

(n)

Compute net asset value per share in accordance with the Fund’s registration statement and valuation procedures; and

(o)

As appropriate, compute yields, total return, expense ratios, portfolio turnover rate, and, if required, portfolio average dollar-weighted maturity.

15.

Description of Administration Services on a Continuous Basis . PFPC will perform the following administration services if required with respect to each portfolio:

(a)

Prepare quarterly broker security transactions summaries;

(b)

Prepare for execution and file the Fund’s Federal and state tax returns;

(c)

Prepare the Fund’s annual and semi-annual shareholder reports, Forms N-CSR and N-Q, and, with respect to Forms N-CSR and N-Q, coordinate with the Fund’s financial printer to make such filings with the SEC; and

(d)

Prepare and file with the SEC (or coordinate the filing of) Form N-SAR and Notices pursuant to Rule 24f-2.

16.

Description of Regulatory Administration Services on a Continuous Basis.

PFPC will perform the following regulatory administration services with respect to each Portfolio:

(a)

Prepare and coordinate with the Fund’s counsel the annual Post-Effective Amendments to the Fund’s registration statement (other than adding a new series or class), and coordinate with the Fund’s financial printer to make such filings with the SEC;

(b)

Assist in obtaining the fidelity bond and directors’ and officers’/errors and omissions insurance policies for the Fund in accordance with the requirements of Rules 17g-1 and 17d-1 (d) (7) under the 1940 Act as such bond and policies are approved by the Fund’s Board of Trustees;

(c)

File or coordinate with the financial printer the filing of the Fund’s fidelity bond with the SEC;

(d)

Prepare notices, agendas, and resolutions for quarterly Board meetings (other than to add a new series or class) and draft actions by written consent of the Board;

(e)

Coordinate the preparation, assembly and mailing of quarterly Board meeting materials;

(f)

Attend quarterly Board meetings, make presentations at such meetings as appropriate, and draft minutes of such meetings;

(g)

Maintain the Fund’s corporate calendar, listing various SEC filing and Board approval deadlines;

(h)

Mail to appropriate parties the personal securities transaction quarterly reporting forms under the Fund’s Code of Ethics pursuant to Rule 17j-1 under the 1940 Act;

(i)

Provide periodic updates on relevant regulatory events;

(j)

Provide compliance policies and procedures related to services provided by PFPC and, if mutually agreed, certain PFPC affiliates, summary procedures thereof and an annual certification letter; and

(k)

Provide such other regulatory administration services as the parties hereto may agree upon from time to time.

All regulatory administration services are subject to the review and approval of Fund counsel.

17.

Duration and Termination .

(a) This Agreement shall be effective on the date first written above and unless terminated pursuant to its terms shall continue for a period of two (2) years (the “Initial Term”).

(b) Upon the expiration of the Initial Term, this Agreement shall automatically renew for successive terms of two (2) years (“Renewal Terms”) each, unless the Fund, the Advisor or PFPC provides written notice to the other parties of its intent not to renew. Such notice must be received not less than ninety (90) days prior to the expiration of the Initial Term or the then current Renewal Term.

(c) In the event the Fund or the Advisor gives notice of termination, all expenses associated with movement (or duplication) of records and materials and conversion thereof to a successor accounting and administration services agent(s) (and any other service provider(s)), and all trailing expenses incurred by PFPC, will be borne by the Advisor.

18.

Notices . Notices shall be addressed (a) if to PFPC, at 301 Bellevue Parkway, Wilmington, Delaware 19809, Attention: President (or such other address as PFPC may inform the Fund in writing); (b) if to the Advisor, at 7501 Wisconsin Avenue, Bethesda, Maryland 20814, Attention: William Lane (or such other address as the Advisor may inform PFPC in writing) (c) if to the Fund, at the same address, Attention: William Lane (or such other address as the Fund may inform PFPC in writing) or (d) if to none of the foregoing, at such other address as shall have been given by like notice to the sender of any such notice or other communication by the other party. If notice is sent by confirming telegram, cable,

telex or facsimile sending device, it shall be deemed to have been given immediately. If notice is sent by first-class mail, it shall be deemed to have been given three days after it has been mailed. If notice is sent by messenger, it shall be deemed to have been given on the day it is delivered.

19.

Amendments . This Agreement, or any term thereof, may be changed or waived only by written amendment, signed by the party against whom enforcement of such change or waiver is sought.

20.

Assignment . PFPC may assign its rights hereunder to any majority-owned direct or indirect subsidiary of PFPC or of The PNC Financial Services Group, Inc., provided that PFPC gives the Fund and the Advisor 30 days’ prior written notice of such assignment.

21.

Counterparts . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

22.

Further Actions . Each party agrees to perform such further acts and execute such further documents as are necessary to effectuate the purposes hereof.

23.

Miscellaneous .

(a)

Notwithstanding anything in this Agreement to the contrary, the Fund agrees not to make any modifications to its registration statement or adopt any policies which would affect materially the obligations or responsibilities of PFPC hereunder without the prior written approval of PFPC, which approval shall not be unreasonably withheld or delayed.

(b)

Except as expressly provided in this Agreement, PFPC hereby disclaims

all representations and warranties, express or implied, made to the Fund, the Advisor or any other person, including, without limitation, any warranties regarding quality, suitability, merchantability, fitness for a particular purpose or otherwise (irrespective of any course of dealing, custom or usage of trade), of any services or any goods provided incidental to services provided under this Agreement. PFPC disclaims any warranty of title or non-infringement except as otherwise set forth in this Agreement.

(c)

This Agreement embodies the entire agreement and understanding between the parties and supersedes all prior agreements (including the Superseded Agreement and Expired Agreement) and understandings relating to the subject matter hereof, provided that the parties may embody in one or more separate documents their agreement, if any, with respect to delegated duties. The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. Notwithstanding any provision hereof, the services of PFPC are not, nor shall they be, construed as constituting legal advice or the provision of legal services for or on behalf of the Fund or any other person.

(d)

The Fund and Advisor will provide such information and documentation as PFPC may reasonably request in connection with services provided by PFPC under this Agreement.

(e)

This Agreement shall be deemed to be a contract made in Delaware and governed by Delaware law, without regard to principles of conflicts of law.

(f)

If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.

(g)

The facsimile signature of any party to this Agreement shall constitute the valid and binding execution hereof by such party.

(h)

To help the U.S. government fight the funding of terrorism and money laundering activities, U.S. Federal law requires each financial institution to obtain, verify, and record certain information that identifies each person who initially opens an account with that financial institution on or after October 1, 2003. Certain of PFPC’s affiliates are financial institutions, and PFPC may, as a matter of policy, request (or may have already requested) the Fund’s and the Advisor’s name, address and taxpayer identification number or other government-issued identification number, and, if such party is a natural person, that party’s date of birth. PFPC may also ask (and may have already asked) for additional identifying information, and PFPC may take steps (and may have already taken steps) to verify the authenticity and accuracy of these data elements.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.


PFPC INC.

By:
Name:		Neal J. Andrews
Title:		Senior Vice President

TORRAY L.L.C.

By:
Name:
Title:

THE TORRAY FUND

By:
Title:

EXHIBIT A

THIS EXHIBIT A, dated as of November 30, 2005 is Exhibit A to that certain Amended and Restated Administration Agreement by and among PFPC Inc., The Torray Fund and Torray L.L.C.

PORTFOLIOS

The Torray Fund

Torray Institutional Fund

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference into each Prospectus and Statement of Additional Information in the Post-Effective Amendment to the Registration Statement on Form N-1A of The Torray Fund and The Torray Institutional Fund, each a separate series of The Torray Fund (the “Trust” ), of our reports dated February 2, 2006 on the financial statements and financial highlights included in the December 31, 2005 Annual Reports to the Shareholders of the above referenced funds.

We further consent to the references to our firm under the headings “Financial Highlights” in the Prospectus and under the headings “Audits and Reports” and “Financial Statements” in the Statement of Additional Information.

LOGO

BRIGGS, BUNTING & DOUGHERTY, LLP

Philadelphia, Pennsylvania

April 26, 2006

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:

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.

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).

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.

-2-

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.

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.

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.

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).

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”.

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

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.

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; and (5) shares issued by unit investment trusts that are invested exclusively in one or more open-end funds, none of which are Reportable Funds. For purposes of this Code, the term

-3-

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.

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

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.

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.

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.

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 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.

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

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.

-4-

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.

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.

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.

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.

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.

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.

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

4.	Pre-clearance and Reporting Procedures

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

-5-

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.

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.

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.

(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 C. ⁴ Access Persons must submit a report each quarter, even if no

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

-6-

reportable transaction occurred during that quarter. If no reportable transactions occurred, the Access Person should indicate this fact in the form. Access Persons should indicate on the form that, if true, no reportable transactions occurred.

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.

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.

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.

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.

-7-

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 C 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 ten (10) 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

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.

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 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.

-8-

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.

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.

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.

Effective Date: February 1, 2005; as amended September 15, 2005; and as further amended as of October 7, 2005.

-9-

Appendix A

Reportable Funds:

The Torray Fund consisting of two series:

The Torray Fund

The Torray Institutional Fund

Relevant Compliance Procedures

Trading Policy

Proxy Voting Policy

Anti-Money Laundering Policy

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

Insider Trading Policy

Privacy and Confidentiality

Chinese Wall Procedures


Appendix A		Effective as of: 10/7/05

Appendix B: Access Persons and Supervised Persons


Access Persons’ Name(s)		Titles*
















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

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. ⁵

a.m.


			p.m.
CCO	Date	Time

⁵

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

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

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 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 10 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:


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

POWER OF ATTORNEY

KNOWN ALL PERSONS BY THESE PRESENTS, that the undersigned constitutes and appoints each of William M Lane, Patrick W.D. Turley and Cynthia Baughman her true and lawful attorney-in-fact and agent, each with full power of substitution and resubstitution for her in her name, place and stead, to sign any and all Registration Statements applicable to The Torray Fund and any amendments or supplements thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission and the states, 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 all intents and purposes as she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.