EX-99.CODE ETH
THE ROXBURY FUNDS
CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND
FINANCIAL OFFICERS
I. COVERED OFFICERS/PURPOSE OF THE CODE
This code of ethics (the "Code") applies to the Fund's President and
Treasurer (the "Covered Officers" each of whom are set forth in Appendix A) for
the purpose of promoting:
o honest and ethical conduct, including the ethical handling of actual
or apparent conflicts of interest between personal and professional
relationships;
o full, fair, accurate, timely and understandable disclosure in reports
and documents that a registrant files with, or submits to, the
Securities and Exchange Commission ("SEC") and in other public
communications made by the Fund;
o compliance with applicable laws and governmental rules and
regulations;
o the prompt internal reporting of violations of the Code to an
appropriate person or persons identified in the Code; and
o accountability for adherence to the Code.
Each Covered Officer should adhere to a high standard of business ethics
and should be sensitive to situations that may give rise to actual as well as
apparent conflicts of interest.
II. COVERED OFFICERS HONEST AND ETHICAL CONDUCT AND ETHICALLY HANDLING ACTUAL
AND APPARENT CONFLICTS OF INTEREST
OVERVIEW. The Covered Officers shall conduct their activities on behalf of
the Funds in an honest and ethical manner. A "conflict of interest" occurs when
a Covered Officer's private interest interferes with the interests of, or his
service to, the Fund. For example, a conflict of interest would arise if a
Covered Officer, or a member of his family, receives improper personal benefits
as a result of his position with the Fund.
Certain conflicts of interest arise out of the relationships between
Covered Officers and the Fund and already are subject to conflict of interest
provisions in the Investment Company Act of 1940 ("Investment Company Act") and
the Investment Advisers Act of 1940 ("Investment Advisers Act"). For example,
Covered Officers may not individually engage in certain transactions (such as
the purchase or sale of securities or other property) with the Fund because of
their status as "affiliated persons" of the Fund. The Fund's and the investment
adviser's compliance programs and procedures are designed to prevent, or
identify and correct, violations of these provisions. This Code does not, and is
not intended to, repeat or replace these programs and procedures, and such
conflicts fall outside of the parameters of this Code.
Although typically not presenting an opportunity for improper personal
benefit, conflicts arise from, or as a result of, the contractual relationship
between the Fund and the investment adviser, of which the Covered Officers are
also officers or employees. As a result, this Code recognizes that the Covered
Officers will, in the normal course of their duties (whether formally for the
Fund or for the adviser, or for both), be involved in establishing policies and
implementing decisions that will have different effects on the adviser and the
Fund. The participation of the Covered Officers in such activities is inherent
in the contractual relationship between the Fund and the adviser and is
consistent with the performance by the Covered Officers of their duties as
officers of the Fund. Thus, if performed in conformity with the provisions of
the Investment Company Act and the Investment Advisers Act, such activities will
be deemed to have been handled ethically. In addition, it is recognized by the
Fund's Board of Trustees ("Board") that the Covered Officers may also be
officers or employees of one or more other investment companies covered by this
or other codes.
Other conflicts of interest are covered by the Code, even if such conflicts
of interest are not subject to provisions in the Investment Company Act and the
Investment Advisers Act. The following list provides examples of conflicts of
interest under the Code, but Covered Officers should keep in mind that these
examples are not exhaustive. The overarching principle is that the personal
interest of a Covered Officer should not be placed improperly before the
interest of the Fund.
* * * *
Each Covered Officer must not:
o use his personal influence or personal relationships improperly
to influence investment decisions or financial reporting by the
Fund whereby the Covered Officer would benefit personally to the
detriment of the Fund.
o cause the Fund to take action, or fail to take action, for the
individual personal benefit of the Covered Officer rather than
the benefit of the Fund; and
o use material non-public knowledge of portfolio transactions made
or contemplated for the Fund to trade personally or cause others
to trade personally in contemplation of the market effect of such
transactions.
There are some conflict of interest situations that should be reviewed by
the Fund's legal counsel, if material. Examples of these include:
o service as a director on the board of any public or private
company;
o receipt of gifts, in excess of reasonable or
business-appropriate;
o the receipt of any entertainment from any company with which the
Fund has current or prospective business dealings unless such
entertainment is business-related, reasonable in cost,
appropriate as to time and place, and not so frequent as to raise
any question of impropriety;
o any ownership interest in, or any consulting or employment
relationship with, any of the Fund's service providers, other
than its investment adviser, principal underwriter, administrator
or any affiliated person thereof; and
o a direct or indirect financial interest in commissions,
transaction charges or spreads paid by the Fund for effecting
portfolio transactions or for selling or redeeming shares other
than an interest arising from the Covered Officer's employment,
such as compensation or equity ownership.
III. DISCLOSURE AND COMPLIANCE
o Each Covered Officer should familiarize himself with the
disclosure requirements generally applicable to the Fund;
o each Covered Officer should not knowingly misrepresent, or cause
others to misrepresent, facts about the Fund to others, whether
within or outside the Fund, including to the Fund's Board and
independent auditor, and to government regulators and
self-regulatory organizations;
o each Covered Officer should, to the extent appropriate within his
area of responsibility, consult with other officers and employees
of the Funds and the adviser with the goal of promoting full,
fair, accurate, timely and understandable disclosure in the
reports and documents the Funds file with, or submit to, the SEC
and in other public communications made by the Funds; and
o it is the responsibility of each Covered Officer to promote
compliance with the standards and restrictions imposed by
applicable laws, rules and regulations.
IV. REPORTING AND ACCOUNTABILITY
Each Covered Officer must:
o upon adoption of the Code (or thereafter as applicable, upon
becoming a Covered Officer), affirm in writing to the Board that
he has received, read, and understands the Code;
o annually affirm to the Board that he has complied with the
requirements of the Code and report on the Covered Officer's
affiliations and relationships;
o not retaliate against any other Covered Officer or any employee
of the Funds or their affiliated persons for reports of potential
violations that are made in good faith; and
o notify the Fund's legal counsel promptly if he knows of any
violation of the Code. Failure to do so is itself a violation of
the Code.
The Fund's legal counsel is responsible for applying the Code to
specific situations in which questions are presented under it and has the
authority to interpret the Code in any particular situation. However, any
approvals or waivers sought by a Covered Officer will be considered by the
Independent Trustees on the Board.
The Fund will follow these procedures in investigating and enforcing
the Code:
o the Fund legal counsel will take all appropriate action to
investigate any potential violations reported to such counsel;
o if, after such investigation, the Fund legal counsel believes
that no violation has occurred, such counsel is not required to
take any further action;
o any matter that the Fund legal counsel believes is a violation
will be reported to the Board;
o The Board will consider appropriate action, which may include
review of, and appropriate modifications to, applicable policies
and procedures; notification to appropriate personnel of the
investment adviser or its board; or a recommendation to dismiss
the Covered Officer;
o the Board will be responsible for granting waivers, as
appropriate; and
o any changes to or waivers of the Code will, to the extent
required, be disclosed as provided by SEC rules.
V. OTHER POLICIES AND PROCEDURES
The Code shall be the sole code of ethics adopted by the Funds for purposes
of Section 406 of the Sarbanes-Oxley Act and the rules and forms applicable to
registered investment companies thereunder. Insofar as other policies or
procedures of the Funds, the Funds' adviser, principal underwriter, or other
service providers govern or purport to govern the behavior or activities of the
Covered Officers who are subject to the Code, they are superseded by the Code to
the extent that they overlap or conflict with the provisions of the Code. The
Funds' and their investment adviser's codes of ethics under Rule 17j-1 under the
Investment Company Act and the adviser's more detailed policies and procedures
are separate requirements applying to the Covered Officers and others, and are
not part of the Code.
VI. AMENDMENTS
Any amendments to the Code, other than amendments to Exhibit A, must be
approved or ratified by a majority vote of the Board, including a majority of
independent trustees.
VII. CONFIDENTIALITY
All reports and records prepared or maintained pursuant to the Code will be
considered confidential and shall be maintained and protected accordingly.
Except as otherwise required by law or the Code, such matters shall not be
disclosed to anyone other than the appropriate Board, its legal counsel and the
adviser.
VIII. INTERNAL USE
The Code is intended solely for the internal use by the Funds and does not
constitute an admission, by or on behalf of any Fund, as to any fact,
circumstance, or legal conclusion.
APPENDIX A
COVERED OFFICERS UNDER CODE OF ETHICS
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NAME TITLE
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Brian Beh President
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Michael Kromm Treasurer
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