N-CSR 1 p18091nvcsr.txt FORM N-CSR UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-CSR CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number 811-21897 The Roxbury Funds (Exact name of registrant as specified in charter) 6001 Shady Oak Road Suite 200 Minnetonka, MN 55343 (Address of principal executive offices) (Zip code) Lance Simpson Roxbury Capital Management, LLC 6001 Shady Oak Road Suite 200 Minnetonka, MN 55343 (Name and address of agent for service) Copy to: Michael P. Malloy, Esquire Drinker Biddle & Reath LLP One Logan Square, Ste. 2000 Philadelphia, PA 19103-6996 Registrant's telephone number, including area code: (952) 230-6140 Date of fiscal year end: June 30 Date of reporting period: June 30, 2010 Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles. A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. Section 3507. ITEM 1. REPORTS TO STOCKHOLDERS. The Report to Shareholders is attached herewith. (THE ROXBURY FUNDS LOGO) DISCIPLINED INVESTING. INDEPENDENT THINKING.(TM) ANNUAL REPORT JUNE 30, 2010 SMALL-CAP GROWTH FUND TELEPHONE: (800) 497-2960 www.RoxburyFunds.com THE ROXBURY FUNDS TABLE OF CONTENTS LETTER TO SHAREHOLDERS ................................................... 3 ROXBURY SMALL-CAP GROWTH FUND Investment Review ..................................................... 4 Schedule of Investments ............................................... 6 FINANCIAL STATEMENTS Statement of Assets and Liabilities ................................... 8 Statement of Operations ............................................... 9 Statements of Changes in Net Assets ................................... 10 FINANCIAL HIGHLIGHTS ..................................................... 11 NOTES TO FINANCIAL STATEMENTS ............................................ 12 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM .................. 15 ADDITIONAL INFORMATION Tax Information ....................................................... 16 FUND EXPENSE EXAMPLES .................................................... 17 TRUSTEES AND OFFICERS .................................................... 18
2 THE ROXBURY FUNDS LETTER TO SHAREHOLDERS (PHOTO OF BRIAN C. BEH) BRIAN C. BEH President, The Roxbury Funds DEAR SHAREHOLDERS, It appears as if the beginnings of an economic recovery are starting to take hold, albeit in fits and starts. Following a bubble and financial panic unlike any of us has ever seen, U.S. corporations seem to be getting their feet underneath themselves and are starting to move forward. Over the last 2 to 4 quarters, corporate earnings have, on average, been better than what most forecasters were predicting. Many corporations reduced costs substantially, primarily through layoffs, and refocused on core product lines. This has helped them get back on a better financial track, but have been one of the reasons we continue to run at very high unemployment rates. The strong macro-economic headwinds will be blowing for many years. That will likely make this economic recovery slower to materialize. As we talked about in our last letter, the effects of the massive amounts of liquidity and stimulus that have been pumped into our economic system will be with us for years and very difficult to quantify. As a country we can't continue to spend 150% of what we take in. It is simply unsustainable. How we bridge this gap, through either cuts in spending and/or increases in revenue, will be critically important to investors everywhere. For the fiscal year ending June 30, 2010, investors in the Roxbury Small-Cap Growth Fund realized a return of just over 22%. This is both a strong absolute return as well as a strong relative return versus the Russell 2000(R) Growth Index. Also, over the last year, we fully integrated 2 new members into the Small-Cap Growth portfolio management team. David Swank and Nick Blankl joined Roxbury in April of 2009. Together, with Brian Smoluch and Rob Marvin, they have helped guide the portfolio to very respectable performance. The portfolio's excess return was driven by very good stock selection in both the technology and health care sectors. For more information specific to the strategy, please read the Investment Review from our Small-Cap team on the next page. As always, we appreciate the trust you have placed in us as stewards of your capital. We welcome the opportunity to discuss our Fund with you. Sincerely, /s/ Brian C. Beh Brian C. Beh President The Roxbury Funds THE ABOVE COMMENTS REFLECT THE INVESTMENT ADVISER'S VIEWS GENERALLY REGARDING THE MARKET AND THE ECONOMY, WERE CURRENT AS OF THE DATE OF THIS LETTER, AND ARE SUBJECT TO CHANGE AT ANY TIME. 3 SMALL-CAP GROWTH ROXBURY SMALL-CAP GROWTH FUND INVESTMENT REVIEW HOW DID THE ROXBURY FUND'S SMALL-CAP GROWTH FUND PERFORM DURING THE ANNUAL PERIOD ENDING JUNE 30, 2010? During the 12-month period ending June 30, 2010, the Roxbury Small-Cap Growth Fund achieved a total return of 22.14%. This compares to a return of 17.97% for the Russell 2000(R) Growth Index during the same period. WHAT KEY FACTORS WERE RESPONSIBLE FOR THE FUND'S PERFORMANCE DURING THE 12-MONTH REPORTING PERIOD? Good stock selection in nearly every sector contributed to the Fund's performance during the 12-month reporting period. Effective sector selection also helped add to results for the year relative to the Russell Index, though to a much lesser degree. WHICH EQUITY MARKET SECTORS MOST SIGNIFICANTLY AFFECTED FUND PERFORMANCE? Good equity selection in most sectors added to the positive performance for the 12-month period. Specifically, stock selection in the information technology, health care and energy sectors were the major contributors to the positive performance for the Fund. Additionally, an overweight allocation to information technology and health care as well as an underweighted allocation to the consumer discretionary sector contributed positively to the Fund's results. Detracting most from the Fund's performance for the period was weak stock selection in the consumer discretionary sector. However, the underweight to this sector helped offset some of the effects of the stock selection weakness. WHAT ARE YOU EXPECTING FROM THE EQUITY MARKETS OVER THE UPCOMING YEAR? We continue to be optimistic about the relative performance opportunities for higher quality growth stocks in the small-cap universe. In fact, we think we are beginning to see the signs of quality and growth stocks leading the way. In the second quarter of 2010, the Russell 2000(R) Index saw lower quality (companies with no earnings and low returns of equity) decline more than 15%, while higher quality stocks were down much less. Companies that continue to manage their business effectively through an economic slowdown or possible double dip recession are likely to see the largest gains in their future earnings streams. It is these high quality, growing businesses that we seek to identify and own at appropriate valuations. We are confident in our time-tested investment philosophy and look forward to discovering promising companies of the future. Very truly yours, Nick A. Blankl, CFA Robert Marvin, CFA Portfolio Manager/Analyst Portfolio Manager/Analyst /s/ Nick A. Blankl /s/ Robert Marvin Brian Smoluch, CFA David G. Swank, CFA Portfolio Manager/Analyst Portfolio Manager/Analyst /s/ Brian Smoluch /s/ David G. Swank THE FOLLOWING TABLES ARE FOR THE YEAR ENDED JUNE 30, 2010:
TOP TEN HOLDINGS (UNAUDITED) % OF PORTFOLIO ---------------------------- -------------- SXC Health Solutions Corp. 3.1% Power-One, Inc. 2.5% Emergency Medical Services Corp. - Class A 2.4% Dendreon Corp. 2.1% SBA Communications Corp. - Class A 2.0% United Therapeutics Corp. 2.0% Whiting Petroleum Corp. 1.9% Acxiom Corp. 1.9% Aegean Marine Petroleum Network, Inc. 1.8% GeoEye, Inc. 1.8%
SECTOR BREAKDOWN (UNAUDITED) % OF PORTFOLIO ---------------------------- -------------- Common Stock Information Technology 30.0% Health Care 21.4% Industrials 14.6% Consumer Discretionary 13.5% Financials 5.1% Short-Term Investments 4.9% Telecommunication Services 3.5% Energy 2.9% Consumer Staples 2.6% Materials 1.5% TOTAL 100.0%
PORTFOLIO STATISTICS (UNAUDITED) Number of Holdings 86 Market Cap (wtd. Median, mil.) $1,200 Price / Book Value (wtd.Avg.) 2.0x Price / Earnings (wtd.Avg.) 17.5x Beta 1.03 Standard Deviation 25.45% Portfolio Turnover 194%
QUARTERLY PORTFOLIO HOLDINGS The Fund files a complete schedule of portfolio holdings with the Securities and Exchange Commission (SEC) for the first and third quarters of each fiscal year on Form N-Q. The Fund's Forms N-Q are available electronically on the SEC's website at www.sec.gov. Hard copies may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. For more information on the Public Reference Room, call (202) 551-8090. Portfolio holdings are subject to change at any time. 4 ROXBURY SMALL-CAP GROWTH FUND Comparison of Change in Value of a Hypothetical $100,000 Investment* (Unaudited) (PERFORMANCE GRAPH)
Roxbury Small Cap Growth Fund -- Russell 2000(R) Institutional Shares Growth Index -------------------- --------------- 1/2/2003 100000 100000 6/30/2003 119330 127600 6/30/2004 154902 171839 6/30/2005 167589 174468 6/30/2006 191571 206169 6/30/2007 230230 235610 6/30/2008 209095 193035 6/30/2009 151008 146900 6/30/2010 177450 179423
The following table compares the performance of the Roxbury Small-Cap Growth Fund and the Russell 2000(R) Growth Index for the periods ended June 30. Average Annual Total Return For the Periods Ended June 30, 2010
SINCE 1 YEAR 5 YEARS INCEPTION(1) ------ ------- ------------ Roxbury Small-Cap Growth Fund Institutional Shares 22.14% 0.56% 8.12% Russell 2000(R) Growth Index(2) 17.97% 1.17% 7.61%
FUND EXPENSE RATIOS(3): INSTITUTIONAL SHARES: GROSS 1.47%, NET 1.25%. * PERFORMANCE QUOTED REPRESENTS PAST PERFORMANCE AND DOES NOT GUARANTEE FUTURE RESULTS. INVESTMENT RETURN AND PRINCIPAL VALUE WILL FLUCTUATE. SHARES, WHEN REDEEMED, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST. CURRENT PERFORMANCE MAY BE LOWER OR HIGHER THAN THAT SHOWN HERE. PERFORMANCE DATA CURRENT TO THE MOST RECENT MONTH-END IS AVAILABLE BY CALLING 800-497-2960. The performance in the table above does not reflect the deduction of taxes a shareholder would pay on Fund distributions or redemption of Fund shares. Small company stocks may be subject to a higher degree of market risk because they tend to be more volatile and less liquid. The Roxbury Funds are distributed by Professional Funds Distributor, LLC. (1) The Institutional Shares commenced operations on January 2, 2003. (2) The Russell 2000(R) Growth Index measures the performance of those Russell 2000 companies with higher price-to-book ratios and higher forecasted growth values. The Russell 2000(R) Index measures the performance of 2,000 companies in the small capitalization segment of the U.S. equity market. (3) The expense ratios of the Fund are set forth according to the prospectus for the Fund effective November 1, 2009 and may differ from the expense ratios disclosed in the Financial Highlights tables in this report. Net Expense: Expenses reduced by a contractual fee waiver through December 31, 2020. Gross expenses do not reflect the effect of a contractual fee waiver. 5 SMALL-CAP GROWTH ROXBURY SMALL-CAP GROWTH FUND SCHEDULE OF INVESTMENTS JUNE 30, 2010
Value Shares (Note 2) --------- ----------- COMMON STOCK - 76.0% CONSUMER DISCRETIONARY - 10.8% AUTO COMPONENTS - 0.2% Amerigon, Inc.* ................................... 24,260 $ 179,039 ----------- DIVERSIFIED CONSUMER SERVICES - 1.0% Coinstar, Inc.* ................................... 21,040 904,089 ----------- HOTELS, RESTAURANTS & LEISURE - 1.7% Bally Technologies, Inc.* ......................... 21,060 682,133 Texas Roadhouse, Inc. - Class A* .................. 70,760 892,991 ----------- 1,575,124 ----------- HOUSEHOLD DURABLES - 0.4% La-Z-Boy, Inc.* ................................... 51,235 380,676 ----------- INTERNET & CATALOG RETAIL - 0.6% drugstore.com, Inc.* .............................. 178,660 550,273 ----------- MEDIA - 0.5% Entercom Communications Corp. - Class A* .......... 52,305 461,330 ----------- MULTI-LINE RETAIL - 1.2% Big Lots, Inc.* ................................... 36,170 1,160,695 ----------- SPECIALTY RETAIL - 4.3% Citi Trends, Inc.* ................................ 31,630 1,041,892 GameStop Corp. - Class A* ......................... 47,910 900,229 RadioShack Corp. .................................. 45,180 881,462 Tractor Supply Co. ................................ 20,665 1,259,945 ----------- 4,083,528 ----------- TEXTILES, APPAREL & LUXURY GOODS - 0.9% Wolverine World Wide, Inc. ........................ 34,455 868,955 ----------- TOTAL CONSUMER DISCRETIONARY ......................... 10,163,709 ----------- CONSUMER STAPLES - 2.1% BEVERAGES - 1.4% Heckmann Corp.* ................................... 275,115 1,276,534 ----------- FOOD & STAPLES RETAILING - 0.7% United Natural Foods, Inc.* ....................... 23,714 708,574 ----------- TOTAL CONSUMER STAPLES ............................... 1,985,108 ----------- ENERGY - 2.3% ENERGY, EQUIPMENT & SERVICES - 0.4% Key Energy Services, Inc.* ........................ 44,500 408,510 ----------- OIL, GAS & CONSUMABLE FUELS - 1.9% InterOil Corp.* ................................... 7,565 335,962 Whiting Petroleum Corp.* .......................... 18,230 1,429,597 ----------- 1,765,559 ----------- TOTAL ENERGY ......................................... 2,174,069 ----------- FINANCIALS - 4.1% COMMERCIAL BANKS - 1.9% Banner Corp. ...................................... 338,175 669,586 Umpqua Holdings Corp. ............................. 93,465 1,072,978 ----------- 1,742,564 -----------
Value Shares (Note 2) --------- ----------- COMMON STOCK - continued CONSUMER FINANCE - 1.4% First Cash Financial Services, Inc.* .............. 61,910 $ 1,349,638 ----------- REAL ESTATE INVESTMENT TRUSTS - 0.8% Alexandria Real Estate Equities, Inc. ............. 11,950 757,272 ----------- TOTAL FINANCIALS ..................................... 3,849,474 ----------- HEALTH CARE - 17.1% BIOTECHNOLOGY - 3.3% Dendreon Corp.* ................................... 48,495 1,567,843 United Therapeutics Corp.* ........................ 31,015 1,513,842 ----------- 3,081,685 ----------- HEALTH CARE EQUIPMENT & SUPPLIES - 2.8% Dynavox, Inc. - Class A* .......................... 50,230 804,182 Quidel Corp.* ..................................... 53,415 677,836 Sirona Dental Systems, Inc.* ...................... 33,935 1,182,295 ----------- 2,664,313 ----------- HEALTH CARE PROVIDERS & SERVICES - 8.5% AMERIGROUP Corp.* ................................. 27,745 901,158 Bio-Reference Laboratories, Inc.* ................. 38,390 851,106 BioScrip, Inc.* ................................... 80,680 422,763 Catalyst Health Solutions, Inc.* .................. 31,855 1,098,997 Community Health Systems, Inc.* ................... 22,735 768,670 Emergency Medical Services Corp. - Class A* ....... 36,170 1,773,415 Hanger Orthopedic Group, Inc.* .................... 7,750 139,190 MEDNAX, Inc.* ..................................... 23,180 1,289,040 VCA Antech, Inc.* ................................. 31,710 785,140 ----------- 8,029,479 ----------- HEALTH CARE TECHNOLOGY - 2.5% SXC Health Solutions Corp.* ....................... 32,255 2,362,679 ----------- TOTAL HEALTH CARE .................................... 16,138,156 ----------- INDUSTRIALS - 11.7% AEROSPACE & DEFENSE - 2.9% BE Aerospace, Inc.* ............................... 37,150 944,724 GeoEye, Inc.* ..................................... 43,639 1,358,918 Global Defense Technology & Systems, Inc.* ........ 35,270 450,398 ----------- 2,754,040 ----------- AIR FREIGHT & LOGISTICS - 1.1% Atlas Air Worldwide Holdings, Inc.* ............... 22,065 1,048,087 ----------- COMMERCIAL SERVICES & SUPPLIES - 0.9% Higher One Holdings, Inc.* ........................ 57,050 827,225 ----------- MACHINERY - 0.7% ESCO Technologies, Inc. ........................... 24,050 619,288 ----------- MARINE - 0.6% Baltic Trading, Ltd.* ............................. 50,285 571,740 ----------- PROFESSIONAL SERVICES - 0.7% Korn/ Ferry International* ........................ 48,790 678,181 -----------
The accompanying notes are an integral part of the financial statements. 6 SCHEDULE OF INVESTMENTS JUNE 30, 2010 continued
Value Shares (Note 2) --------- ----------- COMMON STOCK - continued ROAD & RAIL - 3.3% Genesee & Wyoming, Inc. - Class A* ................ 22,650 $ 845,072 Landstar System, Inc. ............................. 17,830 695,192 Old Dominion Freight Line, Inc.* .................. 23,515 826,317 Roadrunner Transportation Systems, Inc.* .......... 54,910 780,271 ----------- 3,146,852 ----------- TRANSPORTATION INFRASTRUCTURE - 1.5% Aegean Marine Petroleum Network, Inc. ............. 68,215 1,362,936 ----------- TOTAL INDUSTRIALS .................................... 11,008,349 ----------- INFORMATION TECHNOLOGY - 23.9% COMMUNICATIONS EQUIPMENT - 7.3% Aruba Networks, Inc.* ............................. 58,455 832,399 DG Fastchannel, Inc.* ............................. 36,650 1,194,057 Finisar Corp.* .................................... 61,795 920,746 JDS Uniphase Corp.* ............................... 106,045 1,043,483 Oclaro, Inc.* ..................................... 28,745 318,782 Powerwave Technologies, Inc.* ..................... 433,680 667,867 RADWARE, Ltd.* .................................... 35,975 736,408 Sonus Networks, Inc.* ............................. 434,875 1,178,511 ----------- 6,892,253 ----------- ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS - 3.7% Fabrinet* ......................................... 57,505 615,304 Littelfuse, Inc.* ................................. 31,235 987,338 Power-One, Inc.* .................................. 281,420 1,899,585 ----------- 3,502,227 ----------- INTERNET SOFTWARE & SERVICES - 2.3% DealerTrack Holdings, Inc.* ....................... 37,100 610,295 Internap Network Services Corp.* .................. 254,335 1,060,577 KIT Digital, Inc.* ................................ 63,140 556,895 ----------- 2,227,767 ----------- IT SERVICES - 2.2% Acxiom Corp.* ..................................... 95,230 1,398,929 MAXIMUS, Inc. ..................................... 11,110 642,936 ----------- 2,041,865 ----------- SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT - 5.0% Cavium Networks, Inc.* ............................ 25,080 656,845 JinkoSolar Holding Co., Ltd., ADR* ................ 32,410 314,377 Lattice Semiconductor Corp.* ...................... 154,235 669,380 Mindspeed Technologies, Inc.* ..................... 61,845 463,219 O2Micro International, Ltd., ADR* ................. 91,625 544,253 Omnivision Technologies, Inc.* .................... 39,895 855,349 Spreadtrum Communications, Inc., ADR* ............. 70,465 580,632 Veeco Instruments, Inc.* .......................... 17,350 594,758 ----------- 4,678,813 -----------
Value Shares (Note 2) --------- ----------- COMMON STOCK - continued SOFTWARE - 3.4% Advent Software, Inc.* ............................ 2,680 $ 125,853 CommVault Systems, Inc.* .......................... 46,624 1,049,040 NetScout Systems, Inc.* ........................... 51,845 737,236 Smith Micro Software, Inc.* ....................... 62,380 593,234 Sonic Solutions, Inc.* ............................ 57,400 479,290 Telenav, Inc.* .................................... 24,985 209,624 ----------- 3,194,277 ----------- TOTAL INFORMATION TECHNOLOGY ......................... 22,537,202 ----------- MATERIALS - 1.2% CHEMICALS - 0.4% Methanex Corp. .................................... 17,323 341,090 ----------- PAPER & FOREST PRODUCTS - 0.8% Schweitzer-Mauduit International, Inc. ............ 15,455 779,705 ----------- TOTAL MATERIALS ...................................... 1,120,795 ----------- TELECOMMUNICATION SERVICES - 2.8% WIRELESS TELECOMMUNICATION SERVICES - 2.8% SBA Communications Corp. - Class A* ............... 44,830 1,524,668 Syniverse Holdings, Inc.* ......................... 54,155 1,107,470 ----------- 2,632,138 ----------- TOTAL TELECOMMUNICATION SERVICES .................. 2,632,138 ----------- TOTAL COMMON STOCK (COST $67,528,175) ............................. 71,609,000 ----------- SHORT-TERM INVESTMENTS - 3.9% BlackRock Liquidity Funds TempCash Portfolio - Institutional Series (seven day effective yield 0.21%) ........... 1,828,560 1,828,560 BlackRock Liquidity Funds TempFund Portfolio - Institutional Series (seven day effective yield 0.18%) ............ 1,828,561 1,828,561 ----------- TOTAL SHORT-TERM INVESTMENTS (COST $3,657,121) .............................. 3,657,121 ----------- TOTAL INVESTMENTS (COST $71,185,296)+ - 79.9% .................... 75,266,121 OTHER ASSETS IN EXCESS OF LIABILITIES - 20.1% ..... 18,940,669 ----------- NET ASSETS - 100.0% ............................... $94,206,790 ===========
---------- ADR American Depositary Receipt * Non-income producing security. + The cost for federal income tax purposes is $72,866,494. At June 30, 2010, net unrealized appreciation was $2,399,627. This consisted of aggregate gross unrealized appreciation for all securities for which there was an excess of market value over tax cost of $9,050,332 and aggregate gross unrealized depreciation for all securities for which there was an excess of tax cost over market value of $6,650,705. The accompanying notes are an integral part of the financial statements. 7 THE ROXBURY FUNDS FINANCIAL STATEMENTS STATEMENT OF ASSETS AND LIABILITIES ROXBURY SMALL-CAP GROWTH FUND June 30, 2010 ASSETS: Investments in securities, at value* ...................................... $ 75,266,121 Receivable for fund shares sold ........................................... 10,155 Receivable for investments sold ........................................... 22,658,828 Dividends and interest receivable ......................................... 16,311 Other assets .............................................................. 49,483 ------------ Total assets .............................................................. 98,000,898 ------------ LIABILITIES: Payable for fund shares redeemed .......................................... 65,908 Payable for investments purchased ......................................... 3,596,076 Accrued advisory fee ...................................................... 69,119 Other accrued expenses .................................................... 63,005 ------------ Total liabilities ......................................................... 3,794,108 ------------ NET ASSETS ................................................................ $ 94,206,790 ============ NET ASSETS CONSIST OF: Par value ................................................................. $ 71,179 Paid-in capital ........................................................... 139,916,381 Accumulated net investment loss ........................................... (10,326) Accumulated net realized loss on investments .............................. (49,851,269) Net unrealized appreciation of investments ................................ 4,080,825 ------------ NET ASSETS ................................................................ $ 94,206,790 ============ NET ASSETS BY SHARE CLASS: Institutional Shares ................................................... $ 94,206,790 ============ SHARES OF BENEFICIAL INTEREST OUTSTANDING: ($0.01 par value, unlimited authorized shares): Institutional Shares ................................................... 7,117,854 PER SHARE: Institutional Shares (net asset value, offering and redemption price**) ... $ 13.24 ============ ---------- * Investments at cost ................................................... $ 71,185,296 ============ ** Redemption price will vary based on length of time shares are held. See Note 6.
8 STATEMENT OF OPERATIONS ROXBURY SMALL-CAP GROWTH FUND For the Year Ended June 30, 2010 INVESTMENT INCOME: Dividends .............................................................. $ 323,675 Foreign tax withheld ................................................... (4,045) ----------- Total investment income ............................................. 319,630 ----------- EXPENSES: Advisory fees .......................................................... 980,455 Administration and accounting fees ..................................... 114,606 Professional fees ...................................................... 93,656 Transfer agent fees .................................................... 60,711 Trustees' fees ......................................................... 34,356 Custody fees ........................................................... 28,024 Registration fees ...................................................... 25,822 Reports to shareholders ................................................ 23,452 Other .................................................................. 64,873 ----------- Total expenses before fee waivers and expense reimbursements ........ 1,425,955 ----------- Advisory fees waived/expenses reimbursed ............................ (200,387) ----------- Total expenses, net ................................................. 1,225,568 ----------- Net investment loss .................................................... (905,938) ----------- NET REALIZED AND UNREALIZED GAIN/(LOSS) ON INVESTMENTS: Net realized gain on investments ....................................... 24,994,195 Net change in unrealized appreciation (depreciation) on investments .... (6,345,676) ----------- Net gain on investments ................................................ 18,648,519 ----------- NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS ...................... $17,742,581 ===========
The accompanying notes are an integral part of the financial statements. 9 THE ROXBURY FUNDS FINANCIAL STATEMENTS STATEMENTS OF CHANGES IN NET ASSETS
Roxbury Small-Cap Growth Fund For the Years Ended June 30, --------------------------- 2010 2009 ------------ ------------ INCREASE (DECREASE) IN NET ASSETS: Operations: Net investment loss ............................ $ (905,938) $ (938,748) Net realized gain/(loss) on investments ........ 24,994,195 (47,344,532) Net change in unrealized appreciation/ (depreciation) on investments ............... (6,345,676) (1,211,701) ------------ ------------ Net increase/(decrease) in net assets resulting from operations ................................ 17,742,581 (49,494,981) ------------ ------------ Distributions to shareholders from: Tax return of capital: Institutional shares ........................ -- (30,722) ------------ ------------ Total Distributions ......................... -- (30,722) ------------ ------------ Fund share transactions: Institutional Class Proceeds from shares sold ................... 18,822,083 16,322,357 Cost of shares issued on reinvestment of distributions ............................ -- 23,098 Redemption fees ............................. 11,095 -- Cost of shares redeemed ..................... (19,552,178) (58,620,389) Investor Class Proceeds from shares sold ................... -- 3,500 Cost of shares redeemed ..................... -- (365,163) ------------ ------------ Net decrease in net assets from Fund share transactions ................................... (719,000) (42,636,597) ------------ ------------ Total increase/(decrease) in net assets ........... 17,023,581 (92,162,300) NET ASSETS: Beginning of year ................................. 77,183,209 169,345,509 ------------ ------------ End of year ....................................... $ 94,206,790 $ 77,183,209 ============ ============ Accumulated net investment loss ................... $ (10,326) $ (10,326) ============ ============ Capital share transactions: Institutional Class Shares sold ................................. 1,410,825 1,541,220 Shares reinvested ........................... -- 2,680 Shares redeemed ............................. (1,411,799) (6,271,964) ------------ ------------ Net decrease ...................................... (974) (4,728,064) ============ ============ Investor Class Shares sold ................................. -- 257 Shares redeemed ............................. -- (33,801) ------------ ------------ Net decrease ...................................... -- (33,544) ============ ============
The accompanying notes are an integral part of the financial statements. 10 THE ROXBURY FUNDS FINANCIAL HIGHLIGHTS The following tables include selected data for a share outstanding throughout each year and other performance information derived from the financial statements. The total returns in the tables represent the rate an investor would have earned or lost on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information should be read in conjunction with the financial statements and notes thereto.
For the Years Ended June 30, -------------------------------------------------------- 2010 2009 2008 2007 2006 ------- ------- -------- -------- -------- SMALL-CAP GROWTH FUND -- INSTITUTIONAL SHARES(1) NET ASSET VALUE -- BEGINNING OF YEAR ....................... $ 10.84 $ 14.25 $ 20.69 $ 19.62 $ 16.66 ------- ------- -------- -------- -------- INVESTMENT OPERATIONS: Net investment loss(2) .................................. (0.12) (0.10) (0.13) (0.19) (0.15) Net realized and unrealized gain/(loss) on investments .. 2.52 (3.31) (3.27) 2.87 3.17 ------- ------- -------- -------- -------- Total from investment operations ........................ 2.40 (3.41) (3.40) 2.68 3.02 ------- ------- -------- -------- -------- DISTRIBUTIONS: From net realized gains ................................. -- -- (3.04) (1.61) (0.06) From tax return of capital .............................. -- --(3) -- -- -- ------- ------- -------- -------- -------- Total distributions ..................................... -- -- (3.04) (1.61) (0.06) REDEMPTION FEES ............................................ --(3) -- -- -- -- ------- ------- -------- -------- -------- NET ASSET VALUE -- END OF YEAR ............................. $ 13.24 $ 10.84 $ 14.25 $ 20.69 $ 19.62 ======= ======= ======== ======== ======== TOTAL RETURN ............................................... 22.14% (23.90)% (18.07)% 14.28% 18.17% RATIOS (TO AVERAGE NET ASSETS)/SUPPLEMENTAL DATA: Expenses: Including waivers/reimbursements ..................... 1.25% 1.25% 1.25% 1.25% 1.24% Excluding waivers/reimbursements ..................... 1.45% 1.47% 1.36% 1.26% 1.25% Net investment loss ..................................... (0.92)% (0.89)% (0.77)% (0.95)% (0.78)% Portfolio turnover rate ................................. 194% 163% 167% 159% 144% Net assets at the end of year (000 omitted) ............. $94,207 $77,183 $168,873 $217,391 $198,835
---------- (1) The information through February 2, 2007 set forth in this table is the financial data of the Fund as a series of WT Mutual Fund. (2) The net investment loss per share was calculated using the average shares outstanding method. (3) Amount is less than $0.01. The accompanying notes are an integral part of the financial statements. 11 THE ROXBURY FUNDS NOTES TO FINANCIAL STATEMENTS 1. DESCRIPTION OF THE FUND. Roxbury Small-Cap Growth Fund ("Small-Cap Growth Fund") (the "Fund") is a series of The Roxbury Funds (the "Trust"). The Trust is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as a diversified open-end management investment company and was organized as a Delaware statutory trust on April 4, 2006. The fiscal year end for the Fund is June 30th. As of June 30, 2010, the Fund offers one class of shares: Institutional Shares. 2. SIGNIFICANT ACCOUNTING POLICIES. The following is a summary of the significant accounting policies of the Fund: SECURITY VALUATION. Securities held by the Fund which are listed on a securities exchange and for which market quotations are available are valued at the last quoted sale price of the day, or, if there is no such reported sale, securities are valued at the mean between the most recent quoted bid and ask prices. Securities traded on The NASDAQ Stock Market, Inc. ("NASDAQ") are valued in accordance with the NASDAQ Official Closing Price, which may not be the last sale price. Price information for listed securities is taken from the exchange where the security is primarily traded. Unlisted securities for which market quotations are readily available are valued at the most recent bid prices. Securities with a remaining maturity of 60 days or less are valued at amortized cost, which approximates market value, unless the Trustees determine that this does not represent fair value. Securities that do not have a readily available current market value are valued in good faith using procedures adopted by the Trustees. FAIR VALUE MEASUREMENTS. The inputs and valuation techniques used to measure the fair value of the Fund's investments are summarized into three levels as described in the hierarchy below: - Level 1 -- quoted prices in active markets for identical securities - Level 2 -- other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.) - Level 3 -- significant unobservable inputs (including the Fund's own assumptions in determining the fair value of investments) The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. The following is a summary of the inputs used, as of June 30, 2010, in valuing the Fund's assets carried at fair value:
LEVEL 2 OTHER LEVEL 3 TOTAL LEVEL 1 SIGNIFICANT SIGNIFICANT VALUE AT QUOTED OBSERVABLE UNOBSERVABLE JUNE 30, 2010 PRICE INPUTS INPUTS ------------- ----------- ----------- ------------ Investments in Securities* $75,266,121 $75,266,121 $-- $--
* Common stocks and short-term investments are level 1. Please refer to schedule of investments for industry or sector breakout. FEDERAL INCOME TAXES. The Fund is treated as a separate entity for Federal income tax purposes and intends to continue to qualify as a "regulated investment company" under Subchapter M of the Internal Revenue Code of 1986, as amended, and to distribute substantially all of its income to its shareholders. Therefore, no Federal income tax provision has been made. Management has analyzed the Fund's tax positions taken on Federal income tax returns for all open tax years (current and prior three tax years) and has concluded that no provision for Federal income tax is required in the Fund's financial statements. The Fund's Federal and state income and Federal excise tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service and state departments of revenue. SECURITY TRANSACTIONS AND INVESTMENT INCOME. Investment security transactions are accounted for on a trade date basis. The Fund uses the specific identification method for determining realized gains and losses on investments for both financial and Federal income tax reporting purposes. Interest income is recorded on the accrual basis and includes the amortization of premium and the accretion of discount. Dividend income is recorded on the ex-dividend date. The Fund records expenses on an accrual basis. Common expenses of the Trust are allocated on a pro rata basis among the series based on relative net assets or other relative basis. DISTRIBUTIONS TO SHAREHOLDERS. Dividends and distributions to shareholders are recorded on the ex-dividend date. Distributions from net investment income and net realized gains, if any, will be declared and paid annually. USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The accompanying notes are an integral part of the financial statements. 12 NEW ACCOUNTING PRONOUNCEMENT. In January 2010, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2010-06 "Improving Disclosures about Fair Value Measurements". ASU 2010-06 amends FASB Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosures, to require additional disclosures regarding fair value measurements. Certain disclosures required by ASU No. 2010-06 are currently effective for interim and annual reporting periods beginning after December 15, 2009, and other required disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. Management has evaluated the impact and has incorporated the appropriate disclosures required by ASU No. 2010-06 in its financial statement disclosures. 3. FEES AND OTHER TRANSACTIONS WITH AFFILIATES. Roxbury Capital Management, LLC ("Roxbury") serves as investment adviser to the Fund. For its services, Roxbury receives a fee from the Fund at an annual rate as follows:
% of Average Daily Net Assets ------------------------------------------------- Small-Cap Growth Fund ...... 1.00% up to $1 billion; 0.95% of next $1 billion; and 0.90% in excess of $2 billion
Roxbury has contractually agreed to waive a portion of its advisory fee or reimburse for other operating expenses (excluding taxes, extraordinary expenses, brokerage commissions and interest) to the extent that total annual Fund operating expenses exceed the following percentage of average daily net assets:
Expense Cap Expiration Date ----------- ----------------- Small-Cap Growth Fund Institutional Shares .... 1.25% December 31, 2020
COMPENSATION OF TRUSTEES AND OFFICERS. The Fund pays each Trustee who is not an interested person of the Fund a fee of $5,000 per year plus $2,000 for each Board meeting attended in person and $200 for each special Board or committee meeting attended by telephone. Each Trustee is reimbursed for reasonable out-of-pocket expenses incurred in connection with attendance at Board or committee meetings. The Chairman is paid an additional fee of $1,000 per year. Trustees of the Fund who are employees or Officers of Roxbury do not receive any compensation from the Fund. The Fund pays the Chief Compliance Officer a fee of $8,000 per year. 4. OTHER SERVICES PROVIDERS. PNC Global Investment Servicing (U.S.) Inc. ("PNC"), provides administrative and accounting services to the Fund pursuant to an Accounting and Administrative Services Agreement. PFPC Trust Company serves as custodian to the Trust pursuant to a Custodian Services Agreement. On July 1, 2010, all of the stock of PNC Global Investment Servicing Inc., an indirect, wholly owned subsidiary of The PNC Financial Services Group, Inc., was sold to The Bank of New York Mellon Corporation (BNY Mellon) ("Stock Sale"). The Stock Sale included PNC Global Investment Servicing (U.S.) Inc. and PFPC Trust Company. Effective July 1, 2010, PNC Global Investment Servicing (U.S.) Inc. changed its name to BNY Mellon Investment Servicing (US) Inc. PFPC Trust Company will not change its name until a later date to be announced. 5. INVESTMENT SECURITIES TRANSACTIONS. During the fiscal year ended June 30, 2010, purchases and sales of investment securities (excluding short-term investments) were as follows:
Small-Cap Growth Fund ------------ Purchases ..... $177,458,890 Sales ......... 197,983,257
6. REDEMPTION FEES. In accordance with the prospectus, the Fund charges a redemption fee of 1% on proceeds from shares redeemed within 60 days following their acquisition. The redemption fee is included as a separate line item under the Fund share transactions section on the Statements of Changes in Net Assets. 7. FEDERAL TAX INFORMATION. Distributions to shareholders from net investment income and realized gains are determined in accordance with Federal income tax regulations, which may differ from net investment income and realized gains recognized for financial reporting purposes. Accordingly, the character of distributions and composition of net assets for tax purposes may differ from those reflected in the accompanying financial statements. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on the tax treatment; temporary differences do not require such reclassification. On June 30, 2010, the following reclassifications were made within the capital accounts to reflect permanent differences relating to net operating losses. 13 THE ROXBURY FUNDS NOTES TO FINANCIAL STATEMENTS continued
Small-Cap Growth Fund ----------- Paid-in Capital ....................................... $(905,938) Undistributed net investment income (loss) ............ 905,938 Accumulated net realized gain (loss) on investments ... --
The tax character of distributions paid during the years ended June 30, 2010 and June 30, 2009 was as follows:
Year Ended Year Ended June 30, 2010 June 30, 2009 ------------- ------------- SMALL-CAP GROWTH FUND Ordinary income .......... $-- $ -- Long-term capital gains .. -- -- Return of capital ........ -- 30,722 --- ------- Total distributions ... $-- $30,722 === =======
Dividends from net investment income and short-term capital gains are treated as ordinary income dividends for Federal tax purposes. Under Federal tax law, capital losses realized after October 31 may be deferred and treated as occurring on the first day of the following fiscal year. For the fiscal year ended June 30, 2010, the Small-Cap Growth Fund incurred no post-October capital losses. As of June 30, 2010, the components of accumulated earnings on a tax basis were as follows:
Small-Cap Growth Fund ------------ Undistributed ordinary income ............... $ -- Capital loss carryforwards .................. (48,170,071) Post-October capital losses ................. -- Net unrealized appreciation on investments .. 2,399,627 Other temporary differences ................. (10,326) ------------ Total accumulated deficit ................... $(45,780,770) ============
The differences between book basis and tax basis components of accumulated deficit are primarily attributable to the deferral of losses on wash sales. For Federal income tax purposes, capital loss carryforwards are available to offset future capital gains. As of June 30, 2010, the Small-Cap Growth Fund has a capital loss carryforward of $48,170,071 of which $37,463,706 and $10,706,365 will expire on June 30, 2017 and June 30, 2018, respectively. 8. CONTRACTUAL OBLIGATIONS. The Fund enters into contracts in the normal course of business that contain a variety of indemnifications. The Fund's maximum exposure under these arrangements is dependent on claims that may be made against the Fund in the future, and therefore, cannot be estimated. However, based on experience, the risk of material loss for such claims is considered remote. 9. SUBSEQUENT EVENT. Management has evaluated the impact of all subsequent events on the Fund through the date the financial statements were issued, and has determined that there were no subsequent events. 14 THE ROXBURY FUNDS REPORT TO SHAREHOLDERS REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Trustees of the Roxbury Funds and the Shareholders of The Roxbury Small-Cap Growth Fund: We have audited the accompanying statement of assets and liabilities of the Roxbury Small-Cap Growth Fund, a series of The Roxbury Funds (the "Fund"), including the schedule of investments, as of June 30, 2010, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the years in the two year period then ended, and the financial highlights for each of the years in the four year period then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. The financial highlights for the year ended June 30, 2006 were audited by other auditors whose report dated August 11, 2006 expressed an unqualified opinion on such financial highlights. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of June 30, 2010 by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the Roxbury Small-Cap Growth Fund as of June 30, 2010, the results of its operations for the year then ended, the changes in its net assets for each of the years in the two year period then ended, and its financial highlights for each of the years in the four year period then ended, in conformity with accounting principles generally accepted in the United States of America. (BBD, LLP) BBD, LLP Philadelphia, Pennsylvania August 17, 2010 15 THE ROXBURY FUNDS ADDITIONAL INFORMATION TAX INFORMATION (UNAUDITED) For the fiscal year ended June 30, 2010, certain dividends may be subject to a maximum tax rate of 15%, as qualified dividend income ("QDI") under the Jobs and Growth Tax Relief Reconciliation Act of 2003. For individual shareholders, a percentage of their ordinary income dividends (dividend income plus short-term gains, if any) may qualify for a maximum tax rate of 15%. Complete information is computed and reported in conjunction with your Form 1099-DIV. In addition, for corporate shareholders, a percentage of their ordinary income distributions qualifies for the dividends-received deduction ("DRD"). For the fiscal year ended June 30, 2010, the Small-Cap Growth Fund has no qualifying QDI or DRD since it did not pay any ordinary income dividends during the year. In January 2011, shareholders of the Fund will receive Federal income tax information on all distributions paid to their accounts in the calendar year 2010, including any distributions paid between July 1, 2010 and December 31, 2010. PROXY VOTING POLICIES AND PROCEDURES AND PROXY VOTING RECORD A description of the Fund's policies and procedures with respect to the voting of proxies relating to the Fund's portfolio securities is available without charge, upon request, by calling 1-800-497-2960. Information regarding how the Fund voted proxies related to portfolio securities during the 12-month period ended June 30, 2010 is available without charge, upon request, by calling 1-800-497-2960. This information is also available on the Securities and Exchange Commission's ("SEC") website at www.sec.gov. 16 THE ROXBURY FUNDS FUND EXPENSE EXAMPLES DISCLOSURE OF FUND EXPENSES (UNAUDITED) The following Expense Table is shown so that you can understand the impact of fees on your investment. All mutual funds have operating expenses. As a shareholder of the Fund, you may incur transaction costs, such as redemption fees, and ongoing costs, including management fees and other Fund expenses. The Fund's expenses are expressed as a percentage of its average net assets. This figure is known as the expense ratio. The following examples are intended to help you understand the ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 made at the beginning of the period shown and held for the entire period. The Expense Table below illustrate your Fund's costs in two ways. - ACTUAL FUND RETURN. The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during the period. - HYPOTHETICAL 5% RETURN. The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), redemption fees, or exchange fees, if any. Therefore, the second line of each table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher. The "Annualized Expense Ratio" reflects the actual expenses for the period indicated. FOR THE PERIOD JANUARY 1, 2010 TO JUNE 30, 2010 EXPENSE TABLE
Beginning Ending Expenses Account Account Annualized Paid Value Value Expense During 01/01/10 06/30/10 Ratio Period* --------- --------- ---------- -------- Roxbury Small-Cap Growth Fund - Institutional Shares Actual Fund Return ................................. $1,000.00 $ 971.40 1.25% $6.11 Hypothetical 5% Return Before Expenses ............. 1,000.00 1,018.52 1.25 6.28
---------- * Expenses are equal to the Fund's annualized expense ratio multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one half-year period). 17 THE ROXBURY FUNDS TRUSTEES AND OFFICERS (UNAUDITED) The Trust is governed by a Board of Trustees (the "Trustees"). The primary responsibilities of the Trustees of the Trust are to represent the interest of the Trust's shareholders and to provide oversight management of the Trust. The following table presents certain information regarding the Trustees and Officers of the Trust. Each person listed under "Interested Trustee" below is an "interested person" of the Trust's investment adviser, within the meaning of the 1940 Act. Each person who is not an "interested person" of the Trust's investment adviser or the Trust within the meaning of the 1940 Act is referred to as an "Independent Trustee" and is listed under such heading below. Unless specified otherwise, the address of each Trustee and Officer as it relates to the Trust is 6001 Shady Oak Road, Suite 200, Minnetonka, MN 55343. The Statement of Additional Information for the Trust contains additional information about the Trust's Trustees and Officers and is available, without charge, upon request, by calling (800) 497-2960 or by visiting the Fund's website at www.RoxburyFunds.com. INTERESTED AND INDEPENDENT TRUSTEES OF THE TRUST The following table sets forth certain information with respect to the Trustees of the Trust: INTERESTED TRUSTEE
Number of Term of Funds in Fund Other Position(s) Office (1) and Complex Directorships Name, Address Held with Length of Time Principal Occupation(s) Overseen by Held by and Age Trust Served During Past Five Years Trustee Trustee (2) -------------- --------------- ---------------- ----------------------------- ------------- ------------- INTERESTED TRUSTEE BRIAN C. BEH(3) Trustee and Since April 2006 President and Chief 1 None Age 47 President Executive Officer of Roxbury Capital Management, LLC, since 2007; President of Roxbury Capital Management, LLC, from 2003 to 2007; Director of Marketing, Roxbury Capital Management, LLC from 1999 to 2002. INDEPENDENT TRUSTEES KENNETH GUDORF Trustee and Since June 2006 CEO, Agio Capital 1 None Age 71 Chairman of the Partners I, L.P. Board (private investment company). JOHN OTTERLEI Trustee Since June 2006 Chief Investment Officer, 1 None Age 61 Bush Foundation, since 2010; Managing Director, Investments, from 2008 to 2009; Independent Financial Advisor, from 2005 to 2008; Senior Managing Director, Piper Jaffray (financial services), from 2004 to 2005.
---------- (1) Each Trustee serves during the continued lifetime of the Trust until he dies, resigns, is declared bankrupt or incompetent by a court of competent jurisdiction, or is removed. (2) Includes directorships of companies required to report to the SEC under the Securities Exchange Act of 1934, as amended (i.e., "public companies"), or other investment companies registered under the 1940 Act. (3) Brian C. Beh is an "Interested Trustee" by reason of his position as President and Chief Executive Officer of, and his ownership interest in, Roxbury Capital Management, LLC, the investment adviser to the Trust. 18 OFFICERS OF THE TRUST The following table sets forth certain information with respect to the Officers of the Trust:
Term of Office(1) and Name, Address Position(s) Length of Time Principal Occupation(s) and Age Held with Trust Served During Past Five Years --------------------------- ----------------------- ----------------- ----------------------------------------- LANCE P. SIMPSON Treasurer and Chief Since June 2008 Controller, Roxbury Capital Management, Age 31 Compliance Officer and May 2009 LLC, since 2007; Accountant, Work Rite Uniform, from 2005 to 2007; Negotiator, Countrywide Financial, from 2001 to 2005. MICHAEL P. MALLOY Secretary Since May 2007 Partner in the law firm Drinker Biddle & Drinker Biddle & Reath LLP Reath LLP. One Logan Square 18th & Cherry Streets Philadelphia, PA 19103-6996 Age 51 MEGAN E. EDWARDS Assistant Secretary and Since August 2010 Senior Compliance Analyst, Roxbury Age 37 Anti-Money Laundering Capital Management, LLC, since February Compliance Officer 2010; Compliance Analyst, Deephaven Capital Management, from 2008 to 2009; Compliance Risk Analyst GMAC ResCap, from 2004 to 2008.
---------- (1) Each officer shall serve until his or her resignation is accepted by the Trustees, and his or her successor is chosen, elected and qualified, or until he or she dies or is removed. Any officer may be removed by the affirmative vote of a majority of the Trustees at any time, with or without cause. 19 (THE ROXBURY FUNDS LOGO) DISCIPLINED INVESTING. INDEPENDENT THINKING.(TM) This report is not authorized for distribution unless preceded or accompanied by a prospectus for the Fund. Shares of The Roxbury Funds are distributed by Professional Funds Distributor, LLC, 760 Moore Road, King of Prussia, PA 19406. JUNE 10 ITEM 2. CODE OF ETHICS. (a) The registrant, as of the end of the period covered by this report, has adopted a code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party. (c) There have been no amendments, during the period covered by this report, to a provision of the code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, and that relates to any element of the code of ethics definition set forth in paragraph (b) of this Item. (d) The registrant has not granted any waivers, including an implicit waiver, from a provision of the code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, that relates to one or more of the items set forth in paragraph (b) of this Item. ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT. As of the end of the period covered by the report, the Registrant's Board of Trustees has determined that Kenneth Gudorf and John Otterlei each qualify to serve as an audit committee financial expert serving on its audit committee and that each is "independent," as defined by Item 3 of Form N-CSR. ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES. AUDIT FEES (a) The aggregate fees billed for the fiscal years ended June 30, 2010 and June 30, 2009 for professional services rendered by the principal accountant for the audit of the registrant's annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years are $17,000 and $17,000, respectively. AUDIT-RELATED FEES (b) The aggregate fees billed in the fiscal years ended June 30, 2010 and June 30, 2009 for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the registrant's financial statements and are not reported under paragraph (a) of this Item are $0 and $0, respectively. TAX FEES (c) The aggregate fees billed in the fiscal years ended June 30, 2010 and June 30, 2009 for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning are $1,500 and $1,500 respectively. Fees were for the review of federal and state income tax returns and excise tax returns. ALL OTHER FEES (d) The aggregate fees billed in the fiscal years ended June 30, 2010 and June 30, 2009 for products and services provided by the principal accountant, other than the services reported in paragraphs (a) through (c) of this Item are $0 and $0, respectively. (e)(1) Disclose the audit committee's pre-approval policies and procedures described in paragraph (c)(7) of Rule 2-01 of Regulation S-X. Pursuant to its charter, the Trust's Audit Committee must review and approve in advance the engagement of the independent accountants, including each audit and non-audit service permitted by appropriate rules or regulations provided to the Trust and each non-audit service provided to the Trust's investment adviser and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the Trust relating to the operations and financial reporting of the Trust. The Committee may delegate the authority to grant such pre-approval to one or more Committee members who are independent Trustees within the meaning of Section 10A(i) of the Securities Exchange Act of 1934, as amended, provided that the decision of such member(s) is presented to the full Committee at its next scheduled meeting. The Committee may approve each audit and non-audit service on a case-by-case basis, and/or adopt pre-approval policies and procedures that are detailed as to a particular service, provided that the Committee is informed of each service in a timely manner and the policies and procedures do not include delegation of the Committee's responsibilities under the Securities Exchange Act of 1934 to management. The foregoing pre-approval requirement with respect to the provision of non-audit services to the Trust may be waived if (i) the aggregate amount of all such non-audit services provided to the Trust constitutes not more than 5 percent of the total amount of revenues paid by the Trust to its independent accountants during the fiscal year in which the non-audit services are provided; (ii) such services were not recognized by the Trust at the time of the engagement to be non-audit services; and (iii) such services are promptly brought to the attention of the Committee and approved prior to the completion of the audit by the Committee or by one or more members of the Committee to whom authority to grant such approvals has been delegated by the Committee. (e)(2) The percentage of services described in each of paragraphs (b) through (d) of this Item that were approved by the audit committee pursuant to the waiver of pre-approval requirement in paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X were none. (f) The percentage of hours expended on the principal accountant's engagement to audit the registrant's financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant's full-time, permanent employees was less than fifty percent. (g) The aggregate non-audit fees billed by the registrant's accountant for services rendered to the registrant, and rendered to the registrant's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant for fiscal years ended June 30, 2010 and June 30, 2009 of the registrant was $1,500 and $1,500, respectively. (h) The registrant's audit committee of the board of directors has considered whether the provision of non-audit services that were rendered to the registrant's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant's independence. ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS. Not applicable. ITEM 6. INVESTMENTS. (a) Schedule of Investments in securities of unaffiliated issuers as of the close of the reporting period is included as part of the report to shareholders filed under Item 1 of this form. (b) Not applicable. ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. Not applicable. ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES. Not applicable. ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS. Not applicable. ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. There have been no material changes to the procedures by which the shareholders may recommend nominees to the registrant's board of trustees. ITEM 11. CONTROLS AND PROCEDURES. (a) The registrant's principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the "1940 Act") (17 CFR 270.30a-3(c)) are effective as of a date within 90 days of the filing date of this report that includes the disclosure required by this paragraph, based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rule 15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR 240.15d-15(b)). (b) There were no changes in the registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d)) that occurred during the registrant's second fiscal quarter of the period covered by this report that has materially affected, or are reasonably likely to materially affect, the registrant's internal control over financial reporting. ITEM 12. EXHIBITS. (a)(1) Code of ethics, or any amendment thereto, that is the subject of disclosure required by Item 2 is attached hereto. (a)(2) Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto. (a)(3) Not applicable. (b) Certifications pursuant to Rule 30a-2(b) under the 1940 Act and Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. (registrant) The Roxbury Funds By (Signature and Title)* /s/ Brian C. Beh -------------------------------- Brian C. Beh, President (principal executive officer) Date August 11, 2010 Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By (Signature and Title)* /s/ Brian C. Beh -------------------------------- Brian C. Beh, President (principal executive officer) Date August 11, 2010 By (Signature and Title)* /s/ Lance Simpson -------------------------------- Lance Simpson, Treasurer and CCO (principal financial officer) Date August 11, 2010 * Print the name and title of each signing officer under his or her signature.