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)

100 Wilshire Boulevard, Suite 1000
SANTA MONICA, CA 90401
---------------------------------------------------------------
(Address of principal executive offices) (Zip code)

Michael Kromm
Roxbury Capital Management, LLC
100 Wilshire Boulevard, Suite 1000
Santa Monica, CA 90401
---------------------------------------------------------------
(Name and address of agent for service)

Michael P. Malloy, Esquire
Drinker Biddle & Reath LLP
One Logan Square
18th and Cherry Streets
Philadelphia, PA 19103-6996

registrant's telephone number, including area code:(310) 917-5600
--------------
Date of fiscal year end: June 30
--------

Date of reporting period: June 30, 2007
-------------

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. ss. 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, 2007
- --------------------------------------------------------------------------------

SMALL-CAP GROWTH FUND

MID-CAP FUND

TELEPHONE: (800) 497-2920

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

ROXBURY MID-CAP FUND

Investment Review ...................................................... 8

Schedule of Investments ................................................ 10

FUND EXPENSE EXAMPLES ..................................................... 12

FINANCIAL STATEMENTS

Statements of Assets and Liabilities ................................... 13

Statements of Operations ............................................... 14

Statements of Changes in Net Assets .................................... 15

FINANCIAL HIGHLIGHTS ...................................................... 16

NOTES TO FINANCIAL STATEMENTS ............................................. 18

REPORT TO SHAREHOLDERS .................................................... 22

ADDITIONAL INFORMATION

Tax Information ........................................................ 23

Evaluation and Approval of Investment Advisory Agreement ............... 24

TRUSTEES AND OFFICERS ..................................................... 25

LETTER TO SHAREHOLDERS
- --------------------------------------------------------------------------------

[PHOTO]
BRIAN C. BEH
President, The Roxbury Funds

DEAR SHAREHOLDER:

It is with great pleasure that I present our first annual report following
this year's reorganization of The Roxbury Funds. While our look and feel has
changed somewhat (for the better, in my opinion), our investment strategy and
management teams remain exactly the same. Rest assured our commitment to being
good stewards of your capital is as strong as ever and we appreciate the trust
you have placed in us.

The past year was a rewarding one for stock market investors, as the
Standard & Poor's 500 Index rose 20.6%. This was the first time in several years
that large-caps slightly outperformed their smaller brethren. By comparison, the
Russell Mid-Cap(R) Growth Index gained 19.7% and the Russell 2000(R) Growth
Index was up 16.8%. It's far too soon to declare that the long anticipated
resurgence of large-caps has arrived, though the pronounced disparity between
these asset classes has clearly narrowed in recent months.

The bulls cite a list of reasons for the strong market: the U.S. and
global economies continue to grow, domestic unemployment and interest rates
remain low, and companies are making money. That said, there are plenty of
worrisome issues at hand, including the big drop in housing and its impact on
the consumer, the fallout of subprime financings, oil prices above $70 a barrel,
persistent inflation, and geopolitical risks. But these dark clouds have not
been able to prevent stocks from marching forward.

Another significant and unique contributor to the upward trend is the size
and strength of private equity firms. This has especially helped to fuel gains
in the small- and mid-cap areas of the market. Private equity funds raised an
incredible $220 billion in 2006 and are on track to exceed that number this
year. This compares with $33 billion ten years ago. More than 170 private equity
funds now have more than $1 billion in assets.

The Roxbury Funds felt the impact of this buying frenzy as a number of
holdings were taken over by private equity firms during the past year. The
private equity business works on a fairly simple model. By using a combination
of heavy leverage and a bit of internal capital, firms take a company private at
a low cash flow multiple, try to grow the business, and then take it public
again a few years (or, in some cases, months) later.

One reason for the explosive growth in buyouts is the amount of liquidity
available today. Borrowing costs are at historic lows and lenders continue to
show a willingness to provide more and more leverage. However, with so many
dollars chasing a limited number of deals, the cost of doing business has gone
up. Acquisition costs have increased by 30%-35% since 2001. Now Congress wants
to get in on the act by hiking taxes on these funds. Whether all of this will
lead to a major blowup remains to be seen, but as of now there appears to be no
end in sight for the ongoing flurry of private equity deals.

On the following pages, you'll read more about how The Roxbury Funds
performed over the past year and get the latest insights from our portfolio
managers. In the meantime, if you have any questions about your account, don't
hesitate to contact us at (800) 497-2920. You can also obtain daily pricing and
updated performance information on our website at www.RoxburyFunds.com.

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.

SMALL-CAP GROWTH
ROXBURY SMALL-CAP GROWTH FUND
- --------------------------------------------------------------------------------

INVESTMENT REVIEW

Despite periods of volatility along the way, the past year was a rewarding
one for small-cap investors. The Russell 2000(R) Growth Index rose 16.8%, driven
by a combination of solid earnings and continued buyouts by private equity
firms. Institutional shares of the Roxbury Small-Cap Growth Fund also did well,
rising 14.3% in the period.

The market seemed to especially reward those cyclical companies with
short-term momentum, as opposed to the more consistent growers with reasonable
valuations that the Fund tends to favor. This is evident by looking at some of
the strongest performing areas in the benchmark, which included materials,
utilities, and industrials.

The Fund's technology and financial services stocks did especially well,
while consumer discretionary, healthcare, and consumer staples proved to be the
weakest areas. Perini Corporation, FEI Company, Synaptics, and Huron Consulting
Group were our biggest standouts during the period. Perini is a construction
company involved in building numerous projects throughout the burgeoning Las
Vegas area. FEI manufactures electron microscopes and reported the highest
increase in bookings and earnings in the company's history. Synaptics makes
click wheels for iPods and touch sensors for telephones, as well as fingerprint
sensors for laptops. All of these areas have been experiencing huge growth.
Huron, meanwhile, is a consulting firm founded five years ago by several former
Arthur Andersen executives. It has grown to 1,300 employees and continues to
post strong earnings gains.

Among our more disappointing stocks were Nam Tai Electronics, Rackable
Systems, Herbalife, and Adams Respiratory Therapeutics. All of these companies
fell after reducing earnings estimates. Electronic components maker Nam Tai
Electronics experienced weaker-than-expected demand for the flexible circuits it
makes for use in cell phones. Rackable Systems, a designer and manufacturer of
scalable rack mount servers, saw its fundamentals weaken. Herbalife and Adams
Repiratory both posted poor results and offered disappointing future guidance.

Overall, there are still a lot of places to find decent growth at
reasonable valuations in the small-cap market. While interest rates are rising,
business remains good. In addition, we continue to see a lot of private equity
activity taking place. This has been especially pronounced in the small-cap
space, since such companies are more palatable to acquire. As a result, we
remain optimistic that further gains are possible in the coming months, as long
as companies continue to meet or exceed our expectations for future earnings
growth.

Very truly yours,

/s/ Steve Marshman, CFA /s/ Robert C. Marvin, CFA, CPA

Steve Marshman, CFA Robert C. Marvin, CFA, CPA
Portfolio Manager/Analyst Portfolio Manager/Analyst

/s/ Brian Smoluch, CFA

Brian Smoluch, CFA
Portfolio Manager/Analyst

[PHOTO OMITTED] [PHOTO OMITTED] [PHOTO OMITTED]
STEVE MARSHMAN ROB MARVIN BRIAN SMOLUCH
Portfolio Manager/ Portfolio Manager/ Portfolio Manager/
Analyst Analyst Analyst

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TOP TEN HOLDINGS % OF PORTFOLIO
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Synaptics, Inc. 2.7%
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Herbalife, Ltd. 2.4%
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Alliance Data Systems Corp. 2.2%
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Pediatrix Medical Group, Inc. 1.9%
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The Men's Wearhouse, Inc. 1.9%
- --------------------------------------------------------------------------------
Electronics for Imaging, Inc. 1.8%
- --------------------------------------------------------------------------------
Superior Essex, Inc. 1.8%
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IDEXX Laboratories, Inc. 1.7%
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Microsemi Corp. 1.7%
- --------------------------------------------------------------------------------
Global Payments, Inc. 1.7%
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SECTOR BREAKDOWN % OF PORTFOLIO
- --------------------------------------------------------------------------------
Common Stocks
- --------------------------------------------------------------------------------
Information Technology 36.7%
- --------------------------------------------------------------------------------
Industrials 20.4%
- --------------------------------------------------------------------------------
Health Care 15.5%
- --------------------------------------------------------------------------------
Consumer Discretionary 12.8%
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Financials 5.9%
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Energy 4.0%
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Consumer Staples 2.4%
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Short-Term Investments 2.3%
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TOTAL 100.0%
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- --------------------------------------------------------------------------------
PORTFOLIO STATISTICS
- --------------------------------------------------------------------------------
Number of Holdings 91
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Market Cap (wtd. median, mil.) $11,701
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Price/Book Value (wtd. avg.) 3.5x
- --------------------------------------------------------------------------------
Price/Earnings (wtd. avg.) 22x
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Beta 0.99
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Standard Deviation 15.98%
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Portfolio Turnover 159%
- --------------------------------------------------------------------------------

Portfolio holdings are subject to change at any time.

QUARTERLY PORTFOLIO HOLDINGS

Each Fund files a complete schedule of portfolio holdings with the SEC for the
first and third quarters of each fiscal year on Form N-Q. The Funds' Form N-Q is
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 1-800-SEC-0330.

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

ROXBURY SMALL-CAP GROWTH FUND
Comparison of Change in Value of a Hypothetical $10,000 Investment*

[THE FOLLOWING TABLE WAS REPRESENTED BY A LINE GRAPH IN THE PRINTED MATERIAL.]

Roxbury Small-Cap Growth Fund
-- Institutional Shares Russell 2000(R) Growth Index
1/2/2003 $10,000 $10,000
6/30/2003 $12,760 $11,932
6/30/2004 $17,184 $15,698
6/30/2005 $17,447 $16,371
6/30/2006 $20,616 $16,342
6/30/2007 $23,560 $19,089

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, 2007.
Performance for the Institutional Shares is shown in the graph above because
this share class has the longest operating history.*

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

Average Annual Total Return For Period Ended June 30, 2007

SINCE
1 YEAR INCEPTION 1
------ -----------
Roxbury Small-Cap Growth Fund Institutional Shares 14.28% 21.03%
Russell 2000(R) Growth Index 2 16.83% 19.08%

Roxbury Small-Cap Growth Fund Investor Shares 13.97% 15.13%
Russell 2000(R) Growth Index 2 16.83% 15.59%

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

* 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

An investment in the Fund is not insured by the FDIC or any other
governmental agency, is not a deposit of or other obligation of or
guaranteed by any bank or other entity, and is subject to risks including
a possible loss of the principal amount invested.

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.

1 The Institutional Shares commenced operations on January 2, 2003 and the
Investor Shares commenced operations on September 30, 2004.

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 the
2,000 smallest companies in the Russell 3000(R) Index, and represents
approximately 8% of the total market capitalization of the Russell 3000(R)
Index. The Russell 3000(R) Index measures the performance of the 3,000
largest U.S. companies based on total market capitalization, and
represents approximately 98% of the investable U.S. equity market.
Investments cannot be made directly in the Russell 2000(R) Growth Index.

SMALL-CAP GROWTH
ROXBURY SMALL-CAP GROWTH FUND
- --------------------------------------------------------------------------------

SCHEDULE OF INVESTMENTS JUNE 30, 2007

Value
Shares (Note 2)
- --------------------------------------------------------------------------------
COMMON STOCKS -- 97.7%
- --------------------------------------------------------------------------------
CONSUMER DISCRETIONARY -- 12.8%
APPAREL RETAIL -- 1.9%
The Men's Wearhouse, Inc. .............. 81,230 $ 4,148,416
---------------
CASINOS & GAMING -- 1.0%
Bally Technologies, Inc.* .............. 83,755 2,212,807
---------------
HOTELS, RESTAURANTS, & LEISURE -- 1.7%
Ruby Tuesday, Inc. ..................... 81,436 2,144,210
Texas Roadhouse, Inc. - Class A* ....... 115,660 1,479,291
---------------
3,623,501
---------------
HOUSEHOLD DURABLES -- 0.7%
Ryland Group, Inc. ..................... 38,260 1,429,776
---------------
LEISURE EQUIPMENT & PRODUCTS -- 1.5%
Callaway Golf Co. ...................... 177,395 3,159,405
---------------
RESTAURANTS -- 1.2%
The Cheesecake Factory, Inc.* .......... 110,780 2,716,326
---------------
SPECIALTY RETAIL -- 4.8%
Bebe Stores, Inc. ...................... 117,005 1,873,250
Build-A-Bear Workshop, Inc.* ........... 51,415 1,343,988
Citi Trends, Inc.* ..................... 46,195 1,753,562
Stage Stores, Inc. ..................... 158,890 3,330,335
Wetseal, Inc. - Class A* ............... 357,515 2,148,665
---------------
10,449,800
---------------
TOTAL CONSUMER DISCRETIONARY .......................... 27,740,031
---------------
CONSUMER STAPLES -- 2.4%
PERSONAL PRODUCTS -- 2.4%
Herbalife, Ltd. ........................ 129,505 5,134,873
---------------
TOTAL CONSUMER STAPLES ................................ 5,134,873
---------------
ENERGY -- 4.0%
ENERGY EQUIPMENT & SERVICES -- 2.0%
Core Laboratories N.V.* ................ 17,370 1,766,355
Universal Compression Holdings, Inc.* .. 33,700 2,442,239
---------------
4,208,594
---------------
OIL & GAS EQUIPMENT & SERVICES -- 1.0%
Superior Energy Services, Inc.* ........ 53,895 2,151,488
---------------
OIL & GAS EXPLORATION & PRODUCTION -- 1.0%
Arena Resources, Inc.* ................. 38,650 2,245,952
---------------
TOTAL ENERGY .......................................... 8,606,034
---------------
FINANCIALS -- 5.9%
CAPITAL MARKETS -- 2.1%
Affiliated Managers Group, Inc.* ....... 24,490 3,153,332
optionsXpress Holdings, Inc. ........... 56,760 1,456,462
---------------
4,609,794
---------------
COMMERCIAL BANKS -- 1.2%
Signature Bank* ........................ 75,750 2,583,075
---------------
INSURANCE -- 2.6%
Navigators Group, Inc.* ................ 48,930 2,637,327
Philadelphia Consolidated Holding
Corp.* ............................... 68,625 2,868,525
---------------
5,505,852
---------------
TOTAL FINANCIALS ...................................... 12,698,721
---------------

Value
Shares (Note 2)
- --------------------------------------------------------------------------------
COMMON STOCKS -- continued
- --------------------------------------------------------------------------------
HEALTH CARE -- 15.5%
BIOTECHNOLOGY -- 1.5%
Applera Corp. - Celera Genomics
Group* ............................... 129,090 $ 1,600,716
Senomyx, Inc.* ......................... 112,550 1,519,425
---------------
3,120,141
---------------
HEALTH CARE EQUIPMENT -- 1.7%
IDEXX Laboratories, Inc.* .............. 39,810 3,767,220
---------------
HEALTH CARE EQUIPMENT & SUPPLIES -- 4.4%
Accuray, Inc.* ......................... 106,952 2,372,196
American Medical Systems Holdings,
Inc.* ................................ 97,580 1,760,343
Gen-Probe, Inc.* ....................... 36,865 2,227,383
Immucor, Inc.* ......................... 51,860 1,450,524
Inverness Medical Innovations, Inc.* ... 33,215 1,694,629
---------------
9,505,075
---------------
HEALTH CARE PROVIDERS & SERVICES -- 3.2%
Pediatrix Medical Group, Inc.* ......... 75,245 4,149,762
Psychiatric Solutions, Inc.* ........... 73,920 2,680,339
---------------
6,830,101
---------------
HEALTH CARE SERVICES -- 1.1%
Inventiv Health, Inc.* ................. 62,555 2,290,139
---------------
LIFE SCIENCES TOOLS & SERVICES -- 2.7%
Illumina, Inc.* ........................ 55,915 2,269,590
PAREXEL International Corp.* ........... 38,845 1,633,821
Pharmaceutical Product Development,
Inc. ................................. 52,465 2,007,835
---------------
5,911,246
---------------
PHARMACEUTICALS -- 0.9%
Flamel Technologies S.A. ADR *(1) ...... 94,815 1,988,271
---------------
TOTAL HEALTH CARE ..................................... 33,412,193
---------------
INDUSTRIALS -- 20.4%
AEROSPACE & DEFENSE -- 1.0%
Moog, Inc. - Class A* .................. 51,280 2,261,961
---------------
AIR FREIGHT & LOGISTICS -- 0.9%
UTI Worldwide, Inc. .................... 71,110 1,905,037
---------------
ALTERNATIVE CARRIERS -- 0.5%
Globalstar, Inc.* ...................... 104,035 1,076,762
---------------
BUILDING PRODUCTS -- 1.2%
NCI Building Systems, Inc.* ............ 52,170 2,573,546
---------------
COMMERCIAL SERVICES & SUPPLIES -- 7.5%
American Reprographics Co.* ............ 109,270 3,364,423
Huron Consulting Group, Inc.* .......... 21,870 1,596,729
Mobile Mini, Inc.* ..................... 115,522 3,373,242
Resources Connection, Inc.* ............ 72,845 2,416,997
RSC Holdings, Inc.* .................... 103,250 2,065,000
The Advisory Board Co.* ................ 60,710 3,373,048
---------------
16,189,439
---------------

The accompanying notes are an integral part of the financial statements.

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

SCHEDULE OF INVESTMENTS JUNE 30, 2007 continued

Value
Shares (Note 2)
- --------------------------------------------------------------------------------
COMMON STOCKS -- continued
- --------------------------------------------------------------------------------
CONSTRUCTION & ENGINEERING -- 2.2%
URS Corp.* ............................. 49,515 $ 2,403,953
Williams Scotsman International,
Inc.* ................................ 96,535 2,298,499
---------------
4,702,452
---------------
ELECTRICAL EQUIPMENT -- 1.0%
Energy Conversion Devices, Inc.* ....... 70,645 2,177,279
---------------
INDUSTRIAL GASES -- 1.1%
Airgas, Inc. ........................... 51,120 2,448,648
---------------
MACHINERY -- 0.5%
ESCO Technologies, Inc.* ............... 32,570 1,180,988
---------------
TRADING COMPANIES & DISTRIBUTORS -- 3.5%
Houston Wire & Cable Co.* .............. 83,900 2,383,599
The Andersons, Inc. .................... 69,405 3,146,129
Watsco, Inc. ........................... 35,126 1,910,854
---------------
7,440,582
---------------
TRUCKING -- 1.0%
Landstar System, Inc. .................. 42,675 2,059,069
---------------
TOTAL INDUSTRIALS ..................................... 44,015,763
---------------
INFORMATION TECHNOLOGY -- 36.7%
APPLICATION SOFTWARE -- 0.5%
i2 Technologies, Inc.* ................. 60,830 1,133,871
---------------
COMMUNICATIONS EQUIPMENT -- 8.5%
Ciena Corp.* ........................... 100,370 3,626,368
Foundry Networks, Inc.* ................ 217,420 3,622,217
Harmonic, Inc.* ........................ 263,280 2,335,293
Radware, Ltd.* ......................... 64,525 938,839
Riverbed Technology, Inc.* ............. 44,800 1,963,136
Superior Essex, Inc.* .................. 102,665 3,834,538
Symmetricom, Inc.* ..................... 236,880 1,989,792
---------------
18,310,183
---------------
COMPUTERS & PERIPHERALS -- 4.7%
Electronics for Imaging, Inc.* ......... 136,115 3,841,165
Novatel Wireless, Inc.* ................ 15,970 415,539
Synaptics, Inc.* ....................... 164,745 5,896,224
---------------
10,152,928
---------------
ELECTRONIC EQUIPMENT & INSTRUMENTS -- 2.3%
Cogent, Inc.* .......................... 188,605 2,770,607
OSI Systems, Inc.* ..................... 76,448 2,090,853
---------------
4,861,460
---------------
INTERNET SOFTWARE & SERVICES -- 3.7%
Divx, Inc.* ............................ 125,210 1,878,150
Equinix, Inc.* ......................... 14,565 1,332,261
Interwoven, Inc.* ...................... 144,006 2,021,844

Value
Shares (Note 2)
- --------------------------------------------------------------------------------
COMMON STOCKS -- continued
- --------------------------------------------------------------------------------
INTERNET SOFTWARE & SERVICES -- CONTINUED
Savvis, Inc.* .......................... 57,815 $ 2,862,421
---------------
8,094,676
---------------
IT SERVICES -- 6.3%
Alliance Data Systems Corp.* ........... 61,455 4,749,242
Gartner, Inc.* ......................... 61,150 1,503,679
Global Payments, Inc. .................. 92,350 3,661,678
RightNow Technologies, Inc.* ........... 142,905 2,345,071
WNS Holdings, Ltd. ADR*(1) ............. 48,135 1,369,922
---------------
13,629,592
---------------
OFFICE ELECTRONICS -- 1.3%
Zebra Technologies Corp. - Class A* .... 70,175 2,718,580
---------------
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT -- 5.6%
FEI Co.* ............................... 33,267 1,079,847
Lattice Semiconductor Corp.* ........... 344,475 1,970,397
Microsemi Corp.* ....................... 155,115 3,715,004
Power Integrations, Inc.* .............. 67,240 1,761,688
Sigma Designs, Inc.* ................... 51,155 1,334,634
Verigy Ltd.* ........................... 76,685 2,193,958
---------------
12,055,528
---------------
SOFTWARE -- 1.7%
Macrovision Corp.* ..................... 70,425 2,116,975
Vasco Data Security International,
Inc.* ................................ 65,555 1,492,032
---------------
3,609,007
---------------
SYSTEMS SOFTWARE -- 2.1%
MICROS Systems, Inc.* .................. 58,553 3,185,283
Wind River Systems, Inc.* .............. 128,625 1,414,875
---------------
4,600,158
---------------
TOTAL INFORMATION TECHNOLOGY .......................... 79,165,983
---------------
TOTAL COMMON STOCK
(COST $185,702,996) ................................ 210,773,598
---------------
- --------------------------------------------------------------------------------
SHORT-TERM INVESTMENTS -- 2.3%
- --------------------------------------------------------------------------------
BlackRock Liquidity Funds
TempCash Portfolio -
Institutional Series ................ 2,489,683 2,489,683
BlackRock Liquidity Funds
TempFund Portfolio -
Institutional Series ................ 2,489,682 2,489,682
---------------
TOTAL SHORT-TERM INVESTMENTS
(COST $4,979,365) .................................. 4,979,365
---------------
TOTAL INVESTMENTS -- 100.0%
(COST $190,682,361)+ ............................... $ 215,752,963
===============

- ----------
* Non-income producing security.

+ The cost for Federal income tax purposes is $191,963,557. At June 30,
2007, net unrealized appreciation was $23,789,406. This consisted of
aggregate gross unrealized appreciation for all securities for which there
was an excess of market value over tax cost of $29,724,821, and aggregate
gross unrealized depreciation for all securities for which there was an
excess of tax cost over market value of $5,935,415.

(1) American Depositary Receipt

The accompanying notes are an integral part of the financial statements.

MID-CAP
ROXBURY MID-CAP FUND
- --------------------------------------------------------------------------------

INVESTMENT REVIEW

Most major stock market averages rallied to record highs during the past
year, with mid-caps continuing to do especially well. Investor Shares of the
Roxbury Mid-Cap Fund advanced 11.8% during the period, compared to 19.7% for the
Russell Midcap(R) Growth Index.

The discrepancy compared to the benchmark is primarily due to a series of
headwinds that continue to face active mid-cap managers, especially those
focusing on high-quality sustainable growth companies. Specifically, the top
performers in the index over the past few years have consistently come from
cyclical sectors such as energy, industrials, and materials, or from yield plays
including REITs and utilities. We would rather own more durable franchises that
can grow and prosper in many economic environments. Among the traits we look for
in a stock are tenured and trustworthy management; sustainable competitive
advantages; visible revenues, cash flows, and earnings; and reasonable
valuations. We are confident this approach will generate significantly more
value for patient investors over time.

Another underlying factor driving returns has been the high level of
buyout and merger activity. Both private equity firms and corporations are
taking advantage of cheap financing and hoards of cash to purchase what are
perceived to be undervalued businesses. The Fund has also benefited from this
trend, as several holdings were acquired at a premium during the period,
including Ventana Medical Systems.

Top performing stocks over the past year included Latin American wireless
services provider NII Holdings, speech and digital software maker Nuance
Communications, private label credit card issuer Alliance Data Systems, and
commercial real estate services firm CB Richard Ellis Group. Weakness was seen
in best practices and corporate strategy provider Corporate Executive Board,
women's retailer Chico's FAS, electronic transaction processor Global Payments,
and semiconductor manufacturer Microsemi.

A sudden spike in Treasury yields during early June triggered what may be
the beginning of a pullback in the bond market, though that's not necessarily
bad for stocks. Despite the housing slump, spending in most areas is holding up
well. Meanwhile, corporate cash flows and balance sheets are in good shape.

Overall, we feel the positives for investors continue to outweigh the
risks. We believe that maintaining our discipline of investing in high quality
companies with growing earnings and cash flows, and trading at attractive
valuations, remains a rewarding approach for growing capital over time.

Very truly yours,

/s/ Alfred J. Lockwood

Alfred J. Lockwood, CFA, CPA
Portfolio Manager/Analyst

[PHOTO OMITTED]

ALFRED J. LOCKWOOD
Portfolio Manager/Analyst

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TOP TEN HOLDINGS % OF PORTFOLIO
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NII Holdings, Inc. 5.2%
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Affiliated Managers Group, Inc. 3.4%
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CapitalSource, Inc. 3.3%
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Arthrocare Corp. 3.2%
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Weatherford International, Ltd. 3.0%
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Noble Corp. 2.8%
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Wesco International, Inc. 2.7%
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Nutri System, Inc. 2.7%
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Millicom International Cellular SA 2.7%
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Waddell & Reed Financial, Inc. - Class A 2.4%
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SECTOR BREAKDOWN % OF PORTFOLIO
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Common Stocks
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Financials 19.1%
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Information Technology 17.9%
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Consumer Discretionary 17.2%
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Health Care 17.1%
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Industrials 10.2%
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Telecommunication Services 7.9%
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Energy 5.8%
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Short-Term Investments 4.8%
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TOTAL 100.0%
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PORTFOLIO STATISTICS
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Number of Holdings 51
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Market Cap (wtd. median, mil.) $4.3
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Price/Book Value (wtd. avg.) 4.2x
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Price/Earnings (wtd. avg.) 20x
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Beta 1.06
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Standard Deviation 15.57%
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Portfolio Turnover 94%
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Portfolio holdings are subject to change at any time.

QUARTERLY PORTFOLIO HOLDINGS

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ROXBURY MID-CAP FUND
Comparison of Change in Value of a Hypothetical $10,000 Investment*

[THE FOLLOWING TABLE WAS REPRESENTED BY A LINE GRAPH IN THE PRINTED MATERIAL.]

Roxbury Mid-Cap Fund-- Russell Midcap(R)
Investor Shares Growth Index
12/14/2000 $ 10,000 $ 10,000
6/30/2001 $ 11,100 $ 8,150
6/30/2002 $ 8,789 $ 6,003
6/30/2003 $ 8,626 $ 6,445
6/30/2004 $ 10,946 $ 8,207
6/30/2005 $ 11,903 $ 9,098
6/30/2006 $ 13,292 $ 10,284
6/30/2007 $ 14,865 $ 12,313

The following table compares the performance of the Roxbury Mid-Cap Fund and the
Russell Midcap(R) Growth Index for the periods ended June 30, 2007. Performance
of the Investor Shares is shown in the graph above because this share class has
the longest operating history.*

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Average Annual Total Return For Period Ended June 30, 2007

SINCE
1 YEAR 5 YEARS INCEPTION 1
------ ------- -----------
Roxbury Mid-Cap Fund Investor Shares 11.83% 11.08% 6.25%
Russell Midcap(R) Growth Index 2 19.73% 15.45% 3.23%
Roxbury Mid-Cap Fund Institutional Shares 12.12% NA 10.65%
Russell Midcap(R) Growth Index 2 19.73% 15.43% 15.61%

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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.

1 The Institutional Shares commenced operations on February 8, 2005 and the
Investor Shares commenced operations on December 14, 2000.

2 The Russell Midcap(R) Growth Index measures the performance of those
Russell Midcap companies with higher price-to-book ratios and higher
forecasted growth values. The stocks are also included in the Russell
1000(R) Growth Index. The Russell 1000(R) Growth Index measures the
performance of those Russell 1000 companies with higher price-to-book
ratios and higher forecasted growth values. The Russell 1000(R) Index
measures the performance of the 1,000 largest companies in the Russell
3000(R) Index, and represents approximately 92% of the total market
capitalization of the Russell 3000(R) Index. As of the latest
reconstitution, the average market capitalization was approximately $13.0
billion; the median market capitalization was approximately $4.6 billion.
The smallest company in the index had an approximate market capitalization
of $1.8 billion. Investments cannot be made directly in the Russell
Midcap(R) Growth Index.

MID-CAP
ROXBURY MID-CAP FUND
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SCHEDULE OF INVESTMENTS JUNE 30, 2007

Value
Shares (Note 2)
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COMMON STOCKS -- 95.2%
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CONSUMER DISCRETIONARY -- 17.2%
APPAREL, ACCESSORIES & LUXURY GOODS -- 1.8%
Gildan Activewear, Inc.* ............... 2,700 $ 92,583
---------------
DIVERSIFIED CONSUMER SERVICES -- 1.0%
Strayer Education, Inc. ................ 400 52,684
---------------
HOMEFURNISHING RETAIL -- 1.5%
Bed Bath & Beyond, Inc.* ............... 2,200 79,178
---------------
HOUSEHOLD DURABLES -- 1.4%
D.R. Horton, Inc. ...................... 3,800 75,734
---------------
INTERNET RETAIL -- 2.7%
Nutri System, Inc.* .................... 2,050 143,172
---------------
SPECIALTY RETAIL -- 8.8%
CarMax, Inc.* .......................... 3,800 96,900
PetSmart, Inc. ......................... 1,500 48,675
Ross Stores, Inc. ...................... 3,325 102,410
Tractor Supply Co.* .................... 2,000 104,100
Urban Outfitters, Inc.* ................ 4,750 114,143
---------------
466,228
---------------
TOTAL CONSUMER DISCRETIONARY .......................... 909,579
---------------
ENERGY -- 5.8%
ENERGY EQUIPMENT & SERVICES -- 5.8%
Noble Corp. ............................ 1,500 146,280
Weatherford International, Ltd.* ....... 2,900 160,196
---------------
306,476
---------------
TOTAL ENERGY ....................................... 306,476
---------------
FINANCIALS -- 19.1%
ASSET MANAGEMENT & CUSTODY BANKS -- 2.4%
Waddell & Reed Financial, Inc. -
Class A ............................... 4,900 127,449
---------------
CAPITAL MARKETS -- 3.4%
Affiliated Managers Group, Inc.* ....... 1,400 180,264
---------------
DIVERSIFIED BANKS -- 3.3%
CapitalSource, Inc. .................... 7,100 174,589
---------------
INSURANCE -- 2.3%
Willis Group Holdings, Ltd. ............ 2,700 118,962
---------------
REAL ESTATE INVESTMENT TRUSTS -- 2.0%
Sunstone Hotel Investors, Inc. ......... 3,800 107,882
---------------
REAL ESTATE MANAGEMENT & DEVELOPMENT -- 4.1%
CB Richard Ellis Group,
Inc. - Class A* ...................... 2,800 102,200
Jones Lang LaSalle, Inc. ............... 1,000 113,500
---------------
215,700
---------------
THRIFTS & MORTGAGE FINANCING -- 1.6%
Hudson City Bancorp, Inc. .............. 7,000 85,540
---------------
TOTAL FINANCIALS ...................................... 1,010,386
---------------

Value
Shares (Note 2)
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COMMON STOCKS -- continued
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HEALTH CARE -- 17.1%
HEALTH CARE EQUIPMENT & SUPPLIES -- 9.9%
Arthrocare Corp.* ...................... 3,850 $ 169,054
Gen-Probe, Inc.* ....................... 1,000 60,420
Intuitive Surgical, Inc.* .............. 625 86,731
Kyphon, Inc.* .......................... 2,300 110,745
St. Jude Medical, Inc.* ................ 2,400 99,576
---------------
526,526
---------------
HEALTH CARE SERVICES -- 2.1%
Pediatrix Medical Group, Inc.* ......... 2,000 110,300
---------------
LIFE SCIENCES TOOLS & SERVICES -- 2.9%
Millipore Corp.* ....................... 1,550 116,389
Ventana Medical Systems, Inc.* ......... 500 38,635
---------------
155,024
---------------
PHARMACEUTICALS -- 2.2%
Endo Pharmaceuticals Holdings, Inc.* ... 3,400 116,382
---------------
TOTAL HEALTH CARE ..................................... 908,232
---------------
INDUSTRIALS -- 10.2%
AIR FREIGHT & LOGISTICS -- 1.8%
UTI Worldwide, Inc. .................... 3,500 93,765
---------------
COMMERCIAL SERVICES & SUPPLIES -- 2.9%
Stericycle, Inc.* ...................... 1,200 53,352
The Corporate Executive Board Co. ...... 1,500 97,365
---------------
150,717
---------------
HUMAN RESOURCE & EMPLOYMENT SERVICES -- 1.7%
Monster Worldwide, Inc.* ............... 2,250 92,475
---------------
TRADING COMPANIES & DISTRIBUTORS -- 3.8%
MSC Industrial Direct Co., Inc. -
Class A ............................. 1,025 56,375
Wesco International, Inc.* ............. 2,400 145,080
---------------
201,455
---------------
TOTAL INDUSTRIALS ..................................... 538,412
---------------
INFORMATION TECHNOLOGY -- 17.9%
APPLICATION SOFTWARE -- 3.0%
Autodesk, Inc.* ........................ 1,300 61,204
FactSet Research Systems, Inc. ......... 700 47,845
Nuance Communications, Inc.* ........... 3,050 51,026
---------------
160,075
---------------
COMMUNICATIONS EQUIPMENT -- 2.2%
F5 Networks, Inc.* ..................... 800 64,480
Polycom, Inc.* ......................... 1,600 53,760
---------------
118,240
---------------
COMPUTERS & PERIPHERALS -- 2.4%
Network Appliance, Inc.* ............... 4,300 125,560
---------------

The accompanying notes are an integral part of the financial statements.

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SCHEDULE OF INVESTMENTS JUNE 30, 2007 continued

Value
Shares (Note 2)
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COMMON STOCKS -- continued
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ELECTRONIC MANUFACTURING SERVICES -- 3.0%
Molex, Inc. ............................ 3,000 $ 90,030
Trimble Navigation, Ltd.* .............. 2,200 70,840
---------------
160,870
---------------
INTERNET SOFTWARE & SERVICES -- 1.7%
Digital River, Inc.* ................... 1,950 88,238
---------------
IT SERVICES -- 1.1%
Heartland Payment Systems, Inc. ........ 2,000 58,660
---------------
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT -- 4.5%
Maxim Integrated Products, Inc. ........ 3,400 113,594
Microchip Technology, Inc. ............. 3,300 122,232
---------------
235,826
---------------
TOTAL INFORMATION TECHNOLOGY .......................... 947,469
---------------
TELECOMMUNICATION SERVICES -- 7.9%
WIRELESS TELECOMMUNICATION SERVICES --7.9%
Millicom International Cellular SA* .... 1,550 142,042
NII Holdings, Inc. - Class A* .......... 3,400 274,516
---------------
416,558
---------------
TOTAL TELECOMMUNICATION SERVICES ...................... 416,558
---------------
TOTAL COMMON STOCK
(COST $4,383,235) .................................. 5,037,112
---------------

Value
Shares (Note 2)
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SHORT-TERM INVESTMENTS -- 4.8%
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BlackRock Liquidity Funds
TempCash Portfolio -
Institutional Series ................ 126,782 $ 126,782
BlackRock Liquidity Funds
TempFund Portfolio -
Institutional Series ................ 126,781 126,781
---------------
TOTAL SHORT-TERM INVESTMENTS
(COST $253,563) .................................... 253,563
---------------
TOTAL INVESTMENTS -- 100.0%
(COST $4,636,798)+ ................................. $ 5,290,675
===============

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* Non-income producing security.

+ The cost for Federal income tax purposes is $4,642,942. At June 30, 2007,
net unrealized appreciation was $647,733. This consisted of aggregate
gross unrealized appreciation for all securities for which there was an
excess of market value over tax cost of $799,299, and aggregate gross
unrealized depreciation for all securities for which there was an excess
of tax cost over market value of $151,566.

The accompanying notes are an integral part of the financial statements.

THE ROXBURY FUNDS
FUND EXPENSE EXAMPLES
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DISCLOSURE OF FUND EXPENSES (UNAUDITED)

The following Expense Tables are shown so that you can understand the
impact of fees on your investment. All mutual funds have operating expenses. As
a shareholder of a Fund, you may incur transaction costs, such as redemption
fees, and ongoing costs, including management fees and other Fund expenses. A
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 a Fund and to
compare these costs with the ongoing costs of investing in other mutual funds.
The examples are based on an investment of $1,000 made at the beginning of the
period shown and held for the entire period.

The Expense Tables below illustrate your Fund's costs in two ways.

o ACTUAL FUND RETURN. The first line of each 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.

o HYPOTHETICAL 5% RETURN. The second line of each 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 tables 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, 2007 TO JUNE 30, 2007

EXPENSE TABLES

Beginning Ending Expenses
Account Account Annualized Paid
Value Value Expense During
01/01/07 06/30/07 Ratio Period*
--------- --------- ---------- --------

Roxbury Small-Cap Growth Fund - Institutional Shares
Actual Fund Return .................................... $1,000.00 $1,091.30 1.25% $6.48
Hypothetical 5% Return Before Expenses ................ 1,000.00 1,018.60 1.25% 6.27

Roxbury Small-Cap Growth Fund - Investor Shares
Actual Fund Return .................................... $1,000.00 $1,089.70 1.50% $7.77
Hypothetical 5% Return Before Expenses ................ 1,000.00 1,017.36 1.50% 7.50

Roxbury Mid-Cap Fund - Institutional Shares
Actual Fund Return .................................... $1,000.00 $1,098.90 1.30% $6.77
Hypothetical 5% Return Before Expenses ................ 1,000.00 1,018.35 1.30% 6.51

Roxbury Mid-Cap Fund - Investor Shares
Actual Fund Return .................................... $1,000.00 $1,097.40 1.55% $8.06
Hypothetical 5% Return Before Expenses ................ 1,000.00 1,017.11 1.55% 7.75

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* Expenses are equal to the Fund's annualized expense ratio multiplied by
the average account value over the period, multiplied by the number days
in the most recent fiscal half-year, then divided by 365.

FINANCIAL STATEMENTS
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STATEMENTS OF ASSETS AND LIABILITIES
June 30, 2007

Small-Cap Mid-Cap
Growth Fund Fund
------------ ----------

ASSETS:
Investment in securities, at value* ........................ $215,752,963 $5,290,675
Receivable for fund shares sold ............................ 171,228 --
Receivable for investments sold ............................ 4,811,626 58,284
Dividends and interest receivable .......................... 46,219 3,185
Other assets ............................................... 62,562 2,801
------------ ----------
Total assets ............................................... 220,844,598 5,354,945
------------ ----------

LIABILITIES:
Payable for fund shares redeemed ........................... 670,037 --
Payable for investments purchased .......................... 1,408,568 21,350
Accrued advisory fee ....................................... 151,172 10,504
Other accrued expenses ..................................... 94,630 29,162
------------ ----------
Total liabilities .......................................... 2,324,407 61,016
------------ ----------
NET ASSETS ................................................. $218,520,191 $5,293,929
============ ==========

NET ASSETS CONSIST OF:
Paid-in capital ............................................ $170,650,096 $3,285,302
Undistributed accumulated loss ............................. (10,326) (10,326)
Accumulated net realized gain on investments ............... 22,809,819 1,365,076
Net unrealized appreciation of investments ................. 25,070,602 653,877
------------ ----------
NET ASSETS ................................................. $218,520,191 $5,293,929
============ ==========

NET ASSETS BY SHARE CLASS:
Institutional Shares .................................... $217,391,020 $1,051,297
Investor Shares ......................................... 1,129,171 4,242,632
------------ ----------
$218,520,191 $5,293,929
============ ==========
SHARES OF BENEFICIAL INTEREST OUTSTANDING:
($0.01 par value, unlimited authorized shares):
Institutional Shares .................................... 10,507,862 178,363
Investor Shares ......................................... 55,003 724,283
NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER SHARE:
Institutional Shares .................................... $ 20.69 $ 5.89
------------ ----------
Investor Shares ......................................... $ 20.53 $ 5.86
------------ ----------

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*Investments at cost ....................................... $190,682,361 $4,636,798
============ ==========

THE ROXBURY FUNDS
FINANCIAL STATEMENTS continued
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STATEMENTS OF OPERATIONS
For the Year Ended June 30, 2007

Small-Cap Mid-Cap
Growth Fund Fund
----------- ----------

INVESTMENT INCOME:
Dividends ........................................................ $ 255,411 $ 55,926
Interest ......................................................... 342,941 11,282
----------- ----------
Total investment income ....................................... 598,352 67,208
----------- ----------
EXPENSES:
Advisory Fees .................................................... 2,040,211 68,536
Administration fees .............................................. 20,127 1,101
Sub-administration and accounting fees ........................... 156,456 39,409
Custody fees ..................................................... 53,182 12,077
Transfer agent fees .............................................. 104,754 --
Shareholder service fees--Investor Shares ........................ 2,355 20,232
Professional fees ................................................ 69,238 22,356
Reports to shareholders .......................................... 18,653 17,397
Registration fees ................................................ 22,558 615
Trustees' fees ................................................... 25,848 14,207
Compliance services .............................................. 2,811 2,199
Other ............................................................ 60,226 2,866
----------- ----------
Total expenses before fee waivers and expense reimbursements... 2,576,419 200,995
Expenses waived/reimbursed by Advisor ......................... (30,104) (54,501)
Sub-administration and accounting fees waived ................. -- (7,467)
----------- ----------
Total expenses, net ........................................... 2,546,315 139,027
----------- ----------
Net investment loss .............................................. (1,947,963) (71,819)
----------- ----------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain on investments ................................. 26,283,244 1,462,394
Change in unrealized appreciation (depreciation) on investments... 3,319,144 (612,308)
----------- ----------
Net gain on investments .......................................... 29,602,388 850,086
----------- ----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS ................ $27,654,425 $ 778,267
=========== ==========

The accompanying notes are an integral part of the financial statements.

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STATEMENTS OF CHANGES IN NET ASSETS

Small-Cap Mid-Cap
Growth Fund Fund
--------------------------- --------------------------
For the Years For the Years
Ended June 30, Ended June 30,
--------------------------- --------------------------
2007 2006 2007 2006
------------ ------------ ----------- ------------

INCREASE (DECREASE) IN NET ASSETS:
Operations:
Net investment loss ................................ $ (1,947,963) $ (1,434,866) $ (71,819) $ (120,801)
Net realized gain on investments ................... 26,283,244 22,362,221 1,462,394 2,142,866
Net change in unrealized appreciation
(depreciation) on investments ................... 3,319,144 6,141,847 (612,308) (469,465)
------------ ------------ ----------- -----------
Net increase in net assets resulting from operations... 27,654,425 27,069,202 778,267 1,552,600
------------ ------------ ----------- -----------
Distributions to shareholders from:
Net realized gains:
Institutional shares ............................ (15,488,313) (587,594) (159,605) (42,873)
Investor shares ................................. (73,385) (157) (1,457,989) (459,956)
------------ ------------ ----------- -----------
Total Distributions ................................... (15,561,698) (587,751) (1,617,594) (502,829)
------------ ------------ ----------- -----------
Fund share transactions:
Proceeds from shares sold .......................... 45,882,921 56,777,873 1,046,617 3,400,953
Cost of shares issued on reinvestment
of distributions ................................ 14,895,580 553,745 1,442,044 443,330
Cost of shares redeemed ............................ (53,904,582) (32,171,744) (9,789,597) (4,227,668)
------------ ------------ ----------- -----------
Net increase (decrease) in net assets from
Fund share transactions ............................ 6,873,919 25,159,874 (7,300,936) (383,385)
------------ ------------ ----------- -----------
Total increase (decrease) in net assets ............... 18,966,646 51,641,325 (8,140,263) 666,386
NET ASSETS:
Beginning of year .................................. 199,553,545 147,912,220 13,434,192 12,767,806
------------ ------------ ----------- -----------
End of year ........................................ $218,520,191 $199,553,545 $ 5,293,929 $13,434,192
============ ============ =========== ===========
Undistributed net investment loss ..................... $ (10,326) $ (9,884) $ (10,326) $ (9,884)
------------ ------------ ----------- -----------

The accompanying notes are an integral part of the financial statements.

THE ROXBURY FUNDS
FINANCIAL HIGHLIGHTS
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The following tables include selected data for a share outstanding throughout
each period 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 Funds (assuming reinvestment of all
dividends and distributions). This information should be read in conjunction
with the financial statements and notes thereto.

For the For the Period
Years Ended June 30, January 2, 2003 1
-------------------------------------------- through
2007 2006 2005 2004 June 30, 2003
--------- --------- --------- -------- ------------------

SMALL-CAP GROWTH FUND -- INSTITUTIONAL SHARES 4
NET ASSET VALUE -- BEGINNING OF PERIOD ................ $ 19.62 $ 16.66 $ 16.75 $ 12.76 $ 10.00
--------- --------- --------- -------- --------
INVESTMENT OPERATIONS:
Net investment loss 2 .............................. (0.19) (0.15) (0.17) (0.25) (0.09)
Net realized and unrealized gain on investments .... 2.87 3.17 0.43 4.64 2.85
--------- --------- --------- -------- --------
Total from investment operations ................ 2.68 3.02 0.26 4.39 2.76
--------- --------- --------- -------- --------
DISTRIBUTIONS:
From net realized gains ............................ (1.61) (0.06) (0.35) (0.40) --
--------- --------- --------- -------- --------
NET ASSET VALUE -- END OF PERIOD ...................... $ 20.69 $ 19.62 $ 16.66 $ 16.75 $ 12.76
========= ========= ========= ======== ========
TOTAL RETURN .......................................... 14.28% 18.17% 1.53% 34.67% 27.60%**

RATIOS (TO AVERAGE NET ASSETS)/SUPPLEMENTAL DATA: 3
Expenses:
Including waivers/reimbursements ................ 1.25% 1.24% 1.36% 1.69% 1.75%*
Excluding waivers/reimbursements ................ 1.26% 1.25% 1.37% 1.79% 9.13%*
Net investment loss ................................ (0.95)% (0.78)% (1.04)% (1.53)% (1.45)%*
Portfolio turnover rate ............................... 159% 144% 161% 172% 86%**
Net assets at the end of period (000 omitted) ......... $ 217,391 $ 198,835 $ 147,907 $ 50,317 $ 8,835

For the For the Period
Years Ended June 30, September 30, 2004 1
--------------------- through
2007 2006 June 30, 2005
--------- --------- --------------------

SMALL-CAP GROWTH FUND -- INVESTOR SHARES 4
NET ASSET VALUE -- BEGINNING OF PERIOD ................ $ 19.53 $ 16.62 $ 15.48
--------- --------- ---------
INVESTMENT OPERATIONS:
Net investment loss 2 .............................. (0.23) (0.21) (0.15)
Net realized and unrealized gain on investments .... 2.84 3.18 1.64
--------- --------- ---------
Total from investment operations ................ 2.61 2.97 1.49
--------- --------- ---------
DISTRIBUTIONS:
From net realized gains ............................ (1.61) (0.06) (0.35)
--------- --------- ---------
NET ASSET VALUE -- END OF PERIOD ...................... $ 20.53 $ 19.53 $ 16.62
========= ========= =========
TOTAL RETURN .......................................... 13.97% 17.91% 9.60%**

RATIOS (TO AVERAGE NET ASSETS)/SUPPLEMENTAL DATA: 3
Expenses:
Including waivers/reimbursements ................ 1.50% 1.49% 1.60%*
Excluding waivers/reimbursements ................ 1.51% 1.52% 236.10%*
Net investment loss ............................. (1.20)% (1.02)% (1.28)%*
Portfolio turnover rate ............................... 159% 144% 161%**
Net assets at the end of period (000 omitted) ......... $ 1,129 $ 718 $ 5

- ----------
* Annualized

** Not annualized

1 Commencement of operations.

2 The net investment loss per share was calculated using the average shares
outstanding method.

3 For the periods prior to July 1, 2005, the Fund operated as a feeder fund
in a master-feeder structure. The expense and net investment loss ratios
include expenses allocated from the master fund, WT Investment Trust I --
Small Cap Growth Series (the "Series"), and the portfolio turnover rate
reflects investment activity of the Series.

4 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.

The accompanying notes are an integral part of the financial statements.

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

For the For the Period
Years Ended June 30, September 30, 2004 1
--------------------- through
2007 2006 June 30, 2005
--------- --------- --------------------

MID-CAP FUND -- INSTITUTIONAL SHARES 4
NET ASSET VALUE -- BEGINNING OF PERIOD ................ $ 6.30 $ 5.84 $ 5.75
--------- --------- ---------
INVESTMENT OPERATIONS:
Net investment loss 2 .............................. (0.03) (0.04) (0.02)
Net realized and unrealized gain on investments .... 0.71 0.72 0.11
--------- --------- ---------
Total from investment operations ................ 0.68 0.68 0.09
--------- --------- ---------
DISTRIBUTIONS:
From net realized gains ......................... (1.09) (0.22) --
--------- --------- ---------
NET ASSET VALUE -- END OF PERIOD ...................... $ 5.89 $ 6.30 $ 5.84
========= ========= =========
TOTAL RETURN .......................................... 12.12% 11.84% 1.57%**

RATIOS (TO AVERAGE NET ASSETS)/SUPPLEMENTAL DATA: 3
Expenses:
Including waivers/reimbursements ................ 1.30% 1.30% 1.30%*
Excluding waivers/reimbursements ................ 1.99% 2.09% 3.50%*
Net investment loss ............................. (0.57)% (0.63)% (0.86)%*
Portfolio turnover rate ............................... 94% 110% 110%**
Net assets at the end of period (000 omitted) ......... $ 1,051 $ 907 $ 1,079

For the Years Ended June 30,
---------------------------------------------------------
2007 2006 2005 2004 2003
--------- --------- --------- --------- ---------

MID-CAP FUND -- INVESTOR SHARES 4
NET ASSET VALUE -- BEGINNING OF YEAR .................. $ 6.29 $ 5.84 $ 5.38 $ 4.24 $ 4.32
--------- --------- --------- --------- ---------
INVESTMENT OPERATIONS:
Net investment loss 2 .............................. (0.05) (0.05) (0.05) (0.05) (0.05)
Net realized and unrealized gain (loss)
on investments .................................. 0.71 0.72 0.52 1.19 (0.03)
--------- --------- --------- --------- ---------
Total from investment operations ................ 0.66 0.67 0.47 1.14 (0.08)
--------- --------- --------- --------- ---------
DISTRIBUTIONS:
From net realized gains ............................ (1.09) (0.22) (0.01) -- --
--------- --------- --------- --------- ---------
NET ASSET VALUE -- END OF YEAR ........................ $ 5.86 $ 6.29 $ 5.84 $ 5.38 $ 4.24
========= ========= ========= ========= =========
TOTAL RETURN .......................................... 11.83% 11.67% 8.75% 26.89% (1.85)%

RATIOS (TO AVERAGE NET ASSETS)/SUPPLEMENTAL DATA: 3
Expenses:
Including waivers/reimbursements ................ 1.55% 1.55% 1.55% 1.55% 1.55%
Excluding waivers/reimbursements ................ 2.24% 2.35% 2.59% 5.18% 38.22%
Net investment loss ................................ (0.82)% (0.88)% (1.03)% (1.05)% (1.07)%
Portfolio turnover rate ............................... 94% 110% 110% 79% 119%
Net assets at the end of year (000 omitted) ........... $ 4,243 $ 12,527 $ 11,689 $ 12,750 $ 1,037

- ----------
* Annualized

** Not annualized

1 Commencement of operations.

2 The net investment loss per share was calculated using the average shares
outstanding method.

3 For the period prior to July 1, 2005, the Fund operated as a feeder fund
in a master-feeder structure. The expense and net investment loss ratios
include expenses allocated from the master fund, WT Investment Trust I --
Mid Cap Series (the "Series"), and the portfolio turnover rate reflects
the investment activity of the Series.

4 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.

The accompanying notes are an integral part of the financial statements.

THE ROXBURY FUNDS
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

1. DESCRIPTION OF THE FUNDS. Roxbury Small-Cap Growth Fund ("Small-Cap Growth
Fund") and Roxbury Mid-Cap Fund ("Mid-Cap Fund") (each, a "Fund" and
collectively, the "Funds") are series of The Roxbury Funds (the "Trust").
The Trust is registered under the Investment Company Act of 1940, as
amended (the "1940 Act"), as an open-end management investment company and
was organized as a Delaware statutory trust on April 4, 2006. The fiscal
year end for the Funds is June 30th.

Effective as of the close of business on February 2, 2007, pursuant to an
Agreement and Plan of Reorganization, each Fund received all of the assets
and liabilities of the identically named corresponding series of WT Mutual
Fund (each, a "Predecessor Fund") ("the Reorganization"). The shareholders
of each Predecessor Fund received shares of the corresponding Fund with an
aggregate net asset value equal to the aggregate net asset value of their
shares in the Predecessor Fund immediately prior to the Reorganization.
Each Predecessor Fund's investment objectives, policies and limitations
were identical to those of the respective Fund, which had no operations
prior to the Reorganization. For financial reporting purposes each
Predecessor Fund's operating history prior to the Reorganization is
reflected in each respective Fund's financial statements and financial
highlights. The Reorganization was treated as a tax-free reorganization
for federal income tax purposes and, accordingly, the basis of the assets
of each Fund reflected the historical basis of the assets of each
respective Predecessor Fund as of the date of the Reorganization.

Each Fund offers two classes of shares: Institutional Shares and Investor
Shares. All classes of shares have identical voting, dividend and
liquidation rights. Institutional Shares are offered to retirement plans
and other institutional investors. Investor Shares are available to all
investors and are subject to a shareholder servicing fee.

2. SIGNIFICANT ACCOUNTING POLICIES. The following is a summary of the
significant accounting policies of the Funds:

SECURITY VALUATION. Securities held by the Funds 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.

In September 2006, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 157, "Fair Value
Measurements" (FAS 157). FAS 157 establishes a framework for measuring
fair value in accordance with generally accepted accounting principles,
clarifies the definition of fair value within that framework, and expands
disclosures about the use of fair value measurements. FAS 157 is intended
to increase consistency and comparability among fair value estimates used
in financial reporting. FAS 157 is effective for fiscal years beginning
after November 15, 2007. Management does not expect the adoption of FAS
157 to have an impact on the amounts reported in the financial statements.

FEDERAL INCOME TAXES. Each 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.

On July 13, 2006, FASB Interpretation No. 48, "Accounting for Uncertainty
in Income Taxes" (FIN 48), was released. FIN 48 provides guidance for how
uncertain tax positions should be recognized, measured, presented and
disclosed in the financial statements. FIN 48 requires the evaluation of
tax positions taken or expected to be taken in the course of preparing the
Funds' tax returns to determine whether the tax positions are
"more-likely-than-not" of being sustained by the applicable tax authority.
Tax positions not deemed to meet the more-likely-than-not threshold would
be recorded as a tax benefit or expense in the current year. Adoption of
FIN 48 is required for fiscal years beginning after December 15, 2006 and
is to be applied to all open tax years as of the effective date. Recent
SEC guidance allows implementing FIN 48 in fund net asset value
calculations as late as the fund's last net asset value calculation in the
first required financial statement reporting period. As a result, the Fund
will incorporate FIN 48 in its semi-annual report on December 31, 2007. At
this time, management is evaluating the implications of FIN 48 and its
impact to the financial statements has not yet been determined.

SECURITY TRANSACTIONS AND INVESTMENT INCOME. Investment security
transactions are accounted for on a trade date basis. Each 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 Funds record expenses as
incurred. Common expenses of the Trust are allocated on a pro rata basis
among the series based on relative net assets.

CLASS ACCOUNTING. In calculating net asset value per share for each class,
investment income, realized and unrealized gains and losses and expenses
other than class specific expenses, are allocated daily to each class of
shares based upon the proportion of net assets of each class at the
beginning of each day. Expenses relating to a specific class are charged
directly to that class.

The accompanying notes are an integral part of the financial statements.

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

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 U.S. generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of 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.

3. FEES AND OTHER TRANSACTIONS WITH AFFILIATES. Roxbury Capital Management,
LLC ("Roxbury") serves as investment adviser to each of the Funds. For its
services, Roxbury receives a fee from each 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

Mid-Cap Fund ............ 0.75% up to $1 billion; 0.70% of next $1 billion;
and 0.65% 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 percentages of average
daily net assets:

Expense Cap Expiration Date
----------- -----------------

Small-Cap Growth Fund
Institutional Shares ................ 1.25% December 31, 2020
Investor Shares ..................... 1.50% December 31, 2020

Mid-Cap Fund
Institutional Shares ................ 1.30% December 31, 2020
Investor Shares ..................... 1.55% December 31, 2020

Through February 2, 2007, the Funds' Chief Compliance Officer was employed
and compensated by Rodney Square Management Corporation ("RSMC"). RSMC, an
affiliate of Roxbury, provided compliance services to the Funds pursuant
to a Compliance Service Agreement. For these services, WT Mutual Fund ("WT
Trust") paid RSMC an annual fee equal to three-fourths of the Chief
Compliance Officer's total compensation. The fees for these services for
the year ended June 30, 2007 were $2,811 and $2,199, for the Predecessor
Small-Cap Growth and Predecessor Mid-Cap Funds, respectively.

PFPC Inc. provides administrative services to the Funds pursuant to an
Accounting and Administration Services Agreement dated as of February 2,
2007. Through February 2, 2007, RSMC provided administrative services to
the Funds pursuant to an Administration Agreement. For these services, the
Funds paid RSMC a fee at the annual rate of 0.0185% of the WT Trust's
first $2 billion of total aggregate daily net assets; 0.0175% of the WT
Trust's next $2 billion of total aggregate daily net assets; 0.0125% of
the WT Trust's next $2 billion of total aggregate daily net assets; and
0.0080% of the WT Trust's total aggregate daily net assets in excess of $6
billion. The fees paid to RSMC for these services for the year ended June
30, 2007 were $17,128 and $1,032, for the Predecessor Small-Cap Growth and
Predecessor Mid-Cap Funds, respectively. Through February 2, 2007, PFPC
Inc. provided sub-administration and accounting services pursuant to an
agreement with RSMC and WT Trust for which it received fees directly from
the Predecessor Funds.

COMPENSATION OF TRUSTEES AND OFFICERS. Except for the Trust's Chief
Compliance Officer, Trustees and Officers of the Trust who are employees
or officers of Roxbury do not receive any compensation from the Funds.
Trustees of the Funds who are not employees or officers of Roxbury,
receive compensation and reimbursement of expenses from the Funds.

SHAREHOLDER SERVICING FEES. The Trustees have adopted a Shareholder
Servicing Plan which allows the Funds to obtain the services of Roxbury
and other qualified financial institutions to act as shareholder servicing
agents for their customers. Under the plan, the Small-Cap Growth and
Mid-Cap Funds pay shareholder servicing agents, including Roxbury, a
maximum annual amount at a rate of 0.25% of average daily net assets of
the Funds' Investor Shares.

PFPC Trust Company serves as custodian to the Trust pursuant to a
Custodian Services Agreement dated as of February 2, 2007. Through
February 2, 2007, Wilmington Trust Company ("WTC"), an affiliate of
Roxbury, served as custodian to the Trust and PFPC Trust Company served as
sub-custodian to the WT Trust. The Predecessor Funds paid WTC for its
services as custodian and WTC paid PFPC Trust Company for its services as
sub-custodian. The fees for these services for the period July 1, 2006
through February 2, 2007 were $4,685 and $2,575, for the Predecessor
Small-Cap Growth and Predecessor Mid-Cap Funds, respectively.

THE ROXBURY FUNDS
NOTES TO FINANCIAL STATEMENTS continued
- --------------------------------------------------------------------------------

4. INVESTMENT SECURITIES TRANSACTIONS. During the the year ended June 30,
2007, purchases and sales of investment securities (excluding short-term
investments) were as follows:

Small-Cap Mid-Cap
Growth Fund Fund
------------ -----------
Purchases .......................... $314,718,705 $ 8,333,035
Sales .............................. 327,500,739 16,785,596

5. CAPITAL SHARE TRANSACTIONS. Transactions in shares of capital stock for
the the year ended June 30, 2007 for the Institutional Shares and Investor
Shares of each Fund were as follows:

Institutional Shares Investor Shares
--------------------------- ------------------------
Shares Dollars Shares Dollars
----------- ------------- ---------- -----------

SMALL-CAP GROWTH FUND
Sold ............................ 2,319,402 $ 45,302,879 29,717 $ 580,042
Issued on reinvestment of
distributions ................ 771,989 14,822,195 3,846 73,385
Redeemed ........................ (2,718,011) (53,601,998) (15,333) (302,584)
---------- ------------- ---------- -----------
Net increase .................... 373,380 $ 6,523,076 18,230 $ 350,843
========== ============= ========== ===========
MID-CAP FUND
Sold ............................ 85,252 $ 498,917 92,888 $ 547,700
Issued on reinvestment of
distributions ................ 29,072 159,605 234,879 1,282,439
Redeemed ........................ (79,835) (504,761) (1,595,940) (9,284,836)
---------- ------------- ---------- -----------
Net increase (decrease) ......... 34,489 $ 153,761 (1,268,173) $(7,454,697)
========== ============= ========== ===========

Transactions in shares of capital stock for the year ended June 30, 2006
for the Institutional Shares and Investor Shares of each Fund were as
follows:

Institutional Shares Investor Shares
--------------------------- ------------------------
Shares Dollars Shares Dollars
----------- ------------- ---------- -----------

SMALL-CAP GROWTH FUND
Sold .......................... 2,896,074 $ 56,037,032 37,434 $ 740,841
Issued on reinvestment of
distributions .............. 30,467 553,588 7 157
Redeemed ...................... (1,670,273) (32,151,705) (998) (20,039)
---------- ------------- ------ -----------
Net increase .................. 1,256,268 $ 24,438,915 36,443 $ 720,959
========== ============= ====== ===========

Institutional Shares Investor Shares
--------------------------- ------------------------
Shares Dollars Shares Dollars
----------- ------------- ---------- -----------

MID-CAP FUND
Sold .......................... 36,809 $ 228,759 510,510 $ 3,172,194
Issued on reinvestment of
distributions .............. 7,181 42,873 67,191 400,457
Redeemed ...................... (84,739) (533,930) (586,601) (3,693,738)
------- ------------- -------- -----------
Net decrease .................. (40,749) $ (262,298) (8,900) $ (121,087)
======= ============= ======== ===========

6. 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. Additionally, net
short-term realized gains are treated as "ordinary income" for tax
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. At June 30, 2007, the following reclassifications were
made within the capital accounts to reflect permanent differences relating
to net operating losses:

Small-Cap Mid-Cap
Growth Fund Fund
------------ -----------

Paid-in Capital .............................................................. $ -- $ (71,377)
Accumulated net investment loss .............................................. 1,947,521 71,377
Accumulated net realized gain (loss) on investments .......................... (1,947,521) --

The tax character of distributions paid during the years ended June 30,
2007 and June 30, 2006 was as follows:

Small-Cap Mid-Cap
Growth Fund Fund
------------ -----------

YEAR ENDED JUNE 30, 2007
Ordinary income .............................................................. $ 9,106,712 $ 28,620
Long-term capital gains ...................................................... 6,454,986 1,588,974
------------ -----------
Total distributions ....................................................... $ 15,561,698 $ 1,617,594
============ ===========
YEAR ENDED JUNE 30, 2006
Ordinary income .............................................................. $ -- $ 236,059
Long-term capital gains ...................................................... 587,751 266,770
------------ -----------
Total distributions ....................................................... $ 587,751 $ 502,829
============ ===========

As of June 30, 2007, the components of accumulated earnings on a tax basis
were as follows:

Small-Cap Mid-Cap
Growth Fund Fund
------------ -----------

Undistributed ordinary income ................................................ $ 7,263,333 $ --
Undistributed long-term capital gains ........................................ 16,827,682 1,371,220
Temporary differences ........................................................ (10,326) (10,326)
Net unrealized appreciation of investments ................................... 23,789,406 647,733
------------ -----------
Total accumulated earnings ................................................... $ 47,870,095 $ 2,008,627
============ ===========

The differences between book basis and tax basis components of accumulated
earnings are primarily attributable to tax deferral of losses on wash
sales and deferred compensation of trustees.

7. CONTRACTUAL OBLIGATIONS. The Funds enter into contracts in the normal
course of business that contain a variety of indemnifications. The Funds'
maximum exposure under these arrangements is unknown. However, the Funds
have not had prior claims or losses pursuant to these contracts.
Management has reviewed the Funds' existing contracts and expects the risk
of loss to be remote.

8. CHANGE OF ACCOUNTANT. On June 6, 2006, The Roxbury Funds, by action of the
Board of Directors and upon the recommendation of its Audit Committee,
engaged Briggs, Bunting & Dougherty, LLP to serve as the independent
registered public accounting firm to audit the Funds' financial statements
for the fiscal year ending June 30, 2007, replacing Ernst & Young LLP
("E&Y").

E&Y's reports on the Funds' financial statements for each of the fiscal
years ended June 30, 2006 and June 30, 2005 contained no adverse opinion
or disclaimer of opinion nor were they qualified or modified as to
uncertainty, audit scope or accounting principles. During the Funds'
fiscal years ended June 30, 2006 and June 30, 2005 and the interim period
July 1, 2006 through February 2, 2007 ("Interim Period"), (i) there were
no disagreements with E&Y on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or procedure,
which disagreements, if not resolved to the satisfaction of E&Y, would
have caused it to make reference to the subject matter of the
disagreements in connection with its reports on the Funds' financial
statements for such years, and (ii) there were no "reportable events" of
the kind described in Item 304(a)(1)(v) of Regulation S-K under the
Securities Exchange Act of 1934, as amended.

During the Funds' fiscal years ended June 30, 2006 and June 30, 2005 and
the Interim Period, neither Roxbury Capital Management, LLC, the Funds nor
anyone on their behalf has consulted Briggs, Bunting & Dougherty, LLP on
items which (i) concerned the application of accounting principles to a
specified transaction, either completed or proposed, or the type of audit
opinion that might be rendered on the Funds' financial statements or (ii)
concerned the subject of a disagreement (as defined in paragraph
(a)(1)(iv) of Item 304 of Regulation S-K and related instructions) or
reportable events (as described in paragraph (a)(1)(v) of said Item 304).

THE ROXBURY FUNDS
REPORT TO SHAREHOLDERS
- --------------------------------------------------------------------------------

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Trustees and the Shareholders of The Roxbury Funds:

We have audited the accompanying statements of assets and liabilities of the
Roxbury Small-Cap Growth Fund and the Roxbury Mid-Cap Fund, each a series of The
Roxbury Funds (the "Funds"), including the schedules of investments, as of June
30, 2007, and the related statements of operations and changes in net assets and
the financial highlights for the year then ended. These financial statements and
financial highlights are the responsibility of the Funds' management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audits. The statements of changes in net
assets for the year ended June 30, 2006 and the financial highlights for each of
the years or periods indicated therein were audited by other auditors whose
report dated August 11, 2006 expressed an unqualified opinion on such financial
statements and 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, 2007 by correspondence with the
custodian and brokers. 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 and the Roxbury Mid-Cap Fund as of June 30, 2007,
the results of their operations, changes in their net assets and their financial
highlights for the year then ended, in conformity with accounting principles
generally accepted in the United States of America.

BRIGGS, BUNTING & DOUGHERTY, LLP

Philadelphia, Pennsylvania
July 13, 2007

ADDITIONAL INFORMATION
- --------------------------------------------------------------------------------

TAX INFORMATION (UNAUDITED)

For the fiscal year ended June 30, 2007 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 distributions (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").

The percentage of ordinary income distributions that qualify is as follows:

QDI DRD-Eligible
Dividend Dividends
------------ ------------
Small-Cap Growth Fund ..................... 4.87% 4.86%
Mid-Cap Fund .............................. 21.77% 21.77%

Pursuant to Section 852 of the Internal Revenue Code of 1986, as amended, the
Small-Cap Growth Fund and Mid-Cap Fundpaid capital gain distributions (from net
long-term capital gains) during the fiscal year ended June 30, 2007 as follows:

Capital Gain Capital Gain
Per Share Distribution
------------ ------------
Small-Cap Growth Fund ..................... $0.67 $6,454,986
Mid-Cap Fund .............................. 1.07 1,588,974

In January 2008, shareholders of the Funds will receive Federal income tax
information on all distributions paid to their accounts in the calendar year
2007, including any distributions paid between July 1, 2007 and December 31,
2007.

PROXY VOTING POLICIES AND PROCEDURES AND PROXY VOTING RECORD

A description of the Funds' policies and procedures with respect to the voting
of proxies relating to the Funds' portfolio securities is available without
charge, upon request, by calling 1-800-497-2960.

Information regarding how the Funds voted proxies related to portfolio
securities during the 12-month period ended June 30, 2007 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. The Funds' proxy voting record for the period from July 1, 2006
through January 31, 2007 is filed under WT Mutual Funds' Form N-PX filing with
the SEC.

THE ROXBURY FUNDS
ADDITIONAL INFORMATION continued
- --------------------------------------------------------------------------------

EVALUATION AND APPROVAL OF INVESTMENT ADVISORY AGREEMENT

At the organizational meeting of the Board of Trustees of The Roxbury Funds (the
"Trust") held on June 6, 2006, the Trustees, including a majority of the
Trustees who are not "interested persons" of the Trust as that term is defined
in the Investment Company Act of 1940, unanimously approved an investment
advisory agreement (the "Agreement") between the Trust, on behalf of its Mid-Cap
Fund and Small-Cap Growth Fund (the "Funds"), and Roxbury Capital Management,
LLC ("Roxbury"). The Agreement provides for Roxbury to continue serving as
investment adviser to the Funds following completion of the reorganization of
the Roxbury Mid-Cap Fund and Roxbury Small-Cap Growth Fund of WT Mutual Fund
(the "Predecessor Funds") into the Mid-Cap Fund and Small-Cap Growth Fund,
respectively (the "Reorganization").

Before meeting to determine whether to approve the Agreement, the Board had the
opportunity to review written materials provided by Roxbury which contained
information to help the Board evaluate the Agreement. The materials and oral
presentation made by Roxbury generally included information regarding (i)
services to be provided to the Trust and the Funds, (ii) the size and
qualifications of Roxbury's portfolio management staff, (iii) any potential or
actual material conflicts of interest which may arise in connection with a
portfolio manager's management of a Fund, (iv) investment performance of the
Predecessor Funds and other accounts managed by Roxbury, (v) brokerage selection
procedures, (vi) the procedures for allocating investment opportunities between
a Fund and other Roxbury clients, (vii) procedures with respect to compliance
with federal securities laws and other regulatory requirements, and (vii)
Roxbury's proxy voting policies. The Trustees also received a memorandum from
counsel to the Trust advising them of their duties and legal standards
applicable to consideration of the Agreement. The Trustees reviewed information
on advisory fees paid by the Predecessor Funds and evaluated the fees in
relation to services provided to the Predecessor Funds, the costs of providing
such services, the profitability of Roxbury with respect to management of the
Predecessor Funds and any other benefits Roxbury may realize from its
relationship with the Funds. The Trustees considered that the fees to be paid
by, and services to be provided to, the Funds under the Agreement would be the
same as the fees paid by, and services provided to, the Predecessor Funds.

During its deliberations, the Board considered many factors, including the
nature, extent and quality of services to be provided by Roxbury. The Trustees
considered the services to be provided to each Fund by Roxbury as compared to
services provided by other investment advisers which manage mutual funds with
investment objectives, strategies and policies similar to those of the Funds.
The Trustees concluded that the nature, extent and quality of the services to be
provided by Roxbury were appropriate and consistent with the terms of the
Agreement, that the quality of those services were consistent with industry
norms and that each Fund was likely to benefit from Roxbury's continuation of
the services following the Reorganization. They also concluded that Roxbury had
sufficient personnel, with the appropriate education and experience, to serve
each series effectively and had demonstrated its ability to attract and retain
qualified personnel.

The Board considered the investment performance of the Predecessor Funds. The
Board reviewed and considered comparative performance data and each Predecessor
Fund's performance relative to its Lipper peer group and its benchmark index.
The Trustees considered the short-term and long-term performance of each
Predecessor Fund. They concluded that the performance of each Predecessor Fund
was within an acceptable range of performance relative to its peer group.

The Board considered the costs of services to be provided by Roxbury and pro
forma expense information for the Funds. The Board recognized that Roxbury's
profitability is an important factor in providing services to the Funds. The
Board was satisfied that Roxbury's revenues would be sufficient to continue as a
viable concern and it would be able to provide services to the Funds in the long
term. The Trustees considered that the expense ratio for each Fund was expected
to remain comparable to the expense ratio of its corresponding Predecessor Fund.
The Trustees reviewed each Fund's expected expense ratio in relation to its peer
group. The Trustees also considered Roxbury's commitment to waive advisory fees
and/or reimburse other expenses to maintain the Funds' expense ratios at
specified levels. The Trustees concluded that the total expense ratio of each
Fund would be reasonable, taking into account the size of the Funds, the nature
and quality of services to be provided by Roxbury and other service providers,
and the investment performance of the Predecessor Funds.

The Trustees also considered the extent to which economies of scale would be
realized relative to the fee levels as each Fund's asset size grows, and whether
the economies realized would be shared with Fund shareholders. The Board
considered that the Agreement included breakpoints so that shareholders would
enjoy lower advisory fee rates as the Funds' assets increase. The Trustees also
considered that relatively fixed assets would be spread across larger asset
bases as the Funds grow, which should also benefit shareholders through lower
expense ratios.

After considering all the factors, and taking into consideration information
presented before and during the meeting, the Trustees determined that it would
be in the best interests of the Funds and their shareholders to approve the
Agreement. In arriving at their decision, the Trustees did not identify any
single factor as controlling, but made their determination in light of all the
facts and circumstances.

TRUSTEES AND OFFICERS
- --------------------------------------------------------------------------------

The Trust is governed by a Board of Trustees (the "Trustees"). The primary
responsibility of the Trustees of the Trust is 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 advisers, within the meaning of
the 1940 Act. Each person who is not an "interested person" of the Trust's
investment advisers 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 100 Wilshire Boulevard, Suite 1000, Santa Monica, CA
90401.

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) 497-2920 or by visiting the Funds'
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
Principal Funds in Fund Other
Position(s) Term of Office 1 and Occupation(s) Complex Directorships
Name, Address Held with Length of Time During Past Overseen by Held by
and Age Trust Served Five Years Trustee Trustee 2
- -------------- --------------- -------------------- --------------------------- ------------- -------------

BRIAN C. BEH 3 Trustee and Since April 2006 President and Chief 2 None
Age 44 President Operating Officer of
Roxbury Capital
Management, LLC since
2003; Director of
Marketing, Roxbury Capital
Management, LLC from
1999 to 2002.

INDEPENDENT TRUSTEES

KENNETH GUDORF Trustee and Since June 2006 CEO, Agio Capital 2 None
Age 68 Chairman of the Partners I, L.P.
Board (private investment
company).

JOHN OTTERLEI Trustee Since June 2006 Independent Financial 2 None
Age 59 Advisor, since 2005; Senior
Managing Director, Piper
Jaffray (financial
services), from 2004 to
2005; Head of Private
Capital, Piper Jaffray,
from 2001 to 2004.

- ----------
1 Each Trustee serves during the continued lifetime of the Trust until he or
she 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 Operating Officer of, and his ownership interest in,
Roxbury Capital Management, LLC, the investment adviser to the Trust.

THE ROXBURY FUNDS
TRUSTEES AND OFFICERS continued
- --------------------------------------------------------------------------------

OFFICERS OF THE TRUST

The following table sets forth certain information with respect to the Officers
of the Trust:

Principal
Position(s) Term of Office 1 and Occupation(s)
Name, Address Held with Length of Time During Past
and Age Trust Served Five Years
- --------------------------- ----------------------- -------------------- -----------------------------------------

MICHAEL KROMM Treasurer, Chief Since October 2006 Chief Compliance Officer, Roxbury Capital
Age 61 Compliance Officer Management, LLC since 2006; Head of
and Chief Legal Officer Operations/Compliance, Pacific Financial
Research, Inc., from 1990 to 2006;
Treasurer/Secretary, Clipper Fund, Inc.,
from 1991-2005.

WILLIAM P. RICHARDS, JR. Vice President Since March 2007 Retired; Managing Director,
Age 70 Roxbury Capital Management, LLC
from 1998 to 2007.

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 47

KAREN LEW Assistant Treasurer Since March 2007 Director of Operations,
Age 47 Roxbury Capital Management, LLC
since 1998.

LINDA WHITE Assistant Secretary Since April 2006 Manager of Administration and Servicing,
Age 52 and Anti-Money Roxbury Capital Management, LLC
Laundering Compliance since 1999.
Officer

- ----------

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 sooner 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.

NOTES
- --------------------------------------------------------------------------------

------------------------
[THE ROXBURY FUNDS LOGO]
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DISCIPLINED INVESTING. INNDEPENDENT THINKING.(TM)
JUNE 07

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.

Note: Prior to February 5, 2007, the portfolios of The Roxbury Funds (the
"Trust") were operated as portfolios of WT Mutual Fund (the "Predecessor
Funds"). Effective February 5, 2007, the Predecessor Funds were reorganized into
corresponding portfolios of the Trust. The information disclosed in response to
this Item for periods prior to February 5, 2007 is for the Predecessor Funds.

AUDIT FEES

(a) The aggregate fees billed for the fiscal years ended June 30, 2007 and
June 30, 2006 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 $26,000 and $45,000, respectively.

AUDIT-RELATED FEES

(b) The aggregate fees billed in the fiscal years ended June 30, 2007 and
June 30, 2006 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, 2007 and
June 30, 2006 for professional services rendered by the principal
accountant for tax compliance, tax advice, and tax planning are $3,000
and $14,800, respectively.

ALL OTHER FEES

(d) The aggregate fees billed in the fiscal years ended June 30, 2007 and
June 30, 2006 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 paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X are
as follows:

(b) N/A

(d) N/A

(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 0%.

(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 the fiscal years ended June 30, 2007
and June 30, 2006 of the registrant was $3,000 and $14,800,
respectively.

(h) Not applicable.

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable.

ITEM 6. SCHEDULE OF INVESTMENTS.

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.

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, where those
changes were implemented after the registrant last provided disclosure in
response to the requirements of Item 407(c)(2)(iv) of Regulation S-K (17 CFR
229.407) (as required by Item 22(b)(15) of Schedule 14A (17 CFR 240.14a-101)),
or this Item.

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 the 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 Rules 13a-15(b) or 15d-15(b) under the
Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or
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 is 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 23, 2007
----------------------------------------------------------------------------

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 23, 2007
----------------------------------------------------------------------------

By (Signature and Title)* /s/ Michael Kromm
-------------------------------------------------------
Michael Kromm, Treasurer
(principal financial officer)

Date August 23, 2007
----------------------------------------------------------------------------

* Print the name and title of each signing officer under his or her signature.