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
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(Address of principal executive offices) (Zip code)

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

Copy to:
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
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Date of fiscal year end: June 30
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Date of reporting period: June 30, 2008
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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]
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DISCIPLINED INVESTING. INDEPENDENT THINKING.(TM)

- --------------------------------------------------------------------------------
ANNUAL REPORT
JUNE 30, 2008
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SMALL-CAP GROWTH FUND

MID-CAP FUND

TELEPHONE: (800) 497-2920

WWW.ROXBURYFUNDS.COM

THE ROXBURY FUNDS
TABLE OF CONTENTS
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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 ............................................. 20

REPORT TO SHAREHOLDERS..................................................... 24

ADDITIONAL INFORMATION
Tax Information....................................................... 25

TRUSTEES AND OFFICERS...................................................... 26

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

DEAR SHAREHOLDER:

What a difference a year makes! In our last annual report, I wrote about
the excellent market environment for equities and noted that one of the biggest
worries for investors was oil trading at a seemingly expensive $70 a barrel.
Since then, we have suffered one of the worst housing downturns in generations,
a credit crisis of unprecedented proportions, skyrocketing commodity prices,
record foreclosures, and oil above $140 a barrel.

If I had predicted any of these events when I penned my previous letter,
especially the idea that oil would double from prior high levels, you probably
would have thought I was crazy. Yet, that's exactly what happened.

Not surprisingly, this barrage of negative news has led to incredible
market volatility, particularly since the beginning of 2008. It's always
difficult for equities to make progress in the face of higher energy prices, as
this raises production costs, takes money out of consumer wallets, and
negatively impacts profitability. But when you add in the additional challenges
that have been thrown at the market all at once, it's amazing how resilient
stocks have been.

For the 12 month period ended June 30, 2008, the Standard & Poor's 500
Index fell 13.12%, the Russell Midcap(R) Growth Index lost 6.20%, and the
Russell 2000(R) Growth Index was down 10.73%. Negative numbers, for sure. But
these are relatively mild losses considering the overall landscape. What's more,
the market has made great progress over the past three and five years, with both
The Roxbury Small-Cap Growth and Roxbury Mid-Cap Funds posting respectable
positive absolute returns.

Without question, a primary culprit of the current market malaise is
inflation--or at least the fear that it is reemerging. We've all been feeling
the effects of rising prices for everything from food to gasoline and even
health care. While government statistics say inflation is rising at a 3% to 4%
rate, most in the "real world" would argue the actual number is double that. In
fact, a recent Morgan Stanley survey shows that 50 countries around the globe,
with a total of 3 billion people, are experiencing inflation rates of 10% or
more.

The financial, housing, and consumer discretionary sectors have been in
particular distress. While it's impossible to predict how long this will
continue, consider this: From 2002 to 2007, home equity extraction, as
determined by Freddie Mac, averaged $52 billion per quarter, up from $6 billion
through the 1990s. This suggests that, if home prices continue to fall, the
subsequent recovery is likely to take some time.

That said, there is plenty to be optimistic about. Indeed, Roxbury
portfolio managers report finding compelling opportunities in many different
areas. It is during challenging times like this that you often make the most
long-term money. So, while the near-term might be frustrating, the outlook for
investors remains very bright.

We appreciate the trust you have placed in us to manage your assets.
Should you have any questions about your account, please feel free to contact us
at (800) 497-2920. Remember, for daily pricing, updated performance information,
quarterly profiles, and other helpful materials, you can also visit 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
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INVESTMENT REVIEW

The real story for the stock market over the past year can be boiled down
to just one word: oil. Energy was by far the best performing sector in the
Russell 2000(R) Growth Index, rising nearly 47%. By contrast, every other
sector, with the exception of utilities, was down. As a result, if you owned
anything apart from oil and commodities, you had little chance of even coming
close to the benchmark.

Despite the huge rise in energy, the Russell 2000(R) Growth Index actually
dropped 10.73% over the past twelve months. Given our relative underweighting in
oil-related names, Institutional Shares of The Roxbury Small-Cap Growth Fund
were down 18.07% for the period ended June 30, 2008. At the same time,
volatility has been intense. We have entered a headline-driven market that seems
to get either spooked or excited by every piece of news, good or bad. In fact,
it's not unusual for the Dow Jones Industrial Average to gyrate hundreds of
points in both directions in a single day.

Market movements have largely been dictated by the price of oil. As oil
goes up, the broad market tends to fall. Higher energy prices certainly have an
impact, by increasing production costs and reducing profitability. At the same
time, rising prices at the pump leave fewer dollars in consumer wallets. This
helps to explain the poor performance of many consumer discretionary businesses.
Financial stocks have also taken it on the chin, as worries persist about the
health of the economy and our financial system.

Odds are the upward trajectory in commodities will weaken, given the
stunning rise in such a short time. In our view, any return to normalcy in oil
will lead to a strong rally for equities. We also believe we are closer to the
end than the beginning of the credit crisis.

The Fund's best performing holding over the past year was Energy
Conversion Devices. This maker of thin-film solar laminates for converting
sunlight to energy jumped 139% after reporting strong earnings. Shares of
Illumina, a developer of technology and kits for genetic research, also more
than doubled after providing increased earnings guidance.

Among our weakest contributors was Inverness Medical Innovations, a
manufacturer and marketer of agents for use in women's health, cardiology, and
infectious diseases. The company fell after announcing what investors viewed as
a costly acquisition of Matria Healthcare. Shares of metal building components
manufacturer NCI Building Systems were also weak, after the company missed its
numbers in the face of weakness in the non-residential construction area.

While this is a difficult and frustrating market, we continue to stick to
our discipline and remain cautiously optimistic. Our portfolio companies are
well positioned to meet expectations and valuations are compelling. That, to us,
creates a recipe for a much brighter outlook going in to 2009.

Very truly yours,

/s/ Steve Marshman /s/ Robert C. Marvin

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

/s/ Brian Smoluch

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 (UNAUDITED) % OF PORTFOLIO
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Energy Conversion Devices, Inc. 3.3%
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Equinix, Inc. 2.5%
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Clean Harbors, Inc. 2.2%
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Herbalife Ltd. 2.0%
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Global Payments, Inc. 1.9%
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Dollar Tree, Inc. 1.8%
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Hornbeck Offshore Services, Inc. 1.7%
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Micros Systems, Inc. 1.7%
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Superior Essex, Inc. 1.6%
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Ariba, Inc. 1.6%
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SECTOR BREAKDOWN (UNAUDITED) % OF PORTFOLIO
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Common Stocks
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Information Technology 26.2%
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Industrials 25.5%
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Consumer Discretionary 12.0%
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Health Care 11.5%
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Materials 4.9%
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Energy 4.4%
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Financials 4.3%
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Consumer Staples 4.3%
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Telecommunications Services 3.0%
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Short-Term Investments 3.9%
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TOTAL 100.0%
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PORTFOLIO STATISTICS (UNAUDITED)
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Number of Holdings 87
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Market Cap (wtd. median, mil.) $1,635
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Price/Book Value (wtd. avg.) 3.0x
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Price/Earnings (wtd. avg.) 21x
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Beta 0.99
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Standard Deviation 16.06%
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Portfolio Turnover 167%
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Portfolio holdings are subject to change at any time.

QUARTERLY PORTFOLIO HOLDINGS
Each Fund files a complete schedule of portfolio holdings with the Securities
and Exchange Commission (SEC) for the first and third quarters of each fiscal
year on Form N-Q. The 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* (Unaudited)

[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
1/02/03 10,000.00 10,000.00
6/30/03 12,760.00 11,933.00
6/30/04 17,184.00 15,698.00
6/30/05 17,447.00 16,371.00
6/30/06 20,616.00 18,758.00
6/30/07 23,560.00 21,915.00
6/30/08 19,303.00 19,541.00

Past performance is not predictive of future performance

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, 2008.
Performance for the Institutional 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 the Periods Ended June 30, 2008

SINCE
1 YEAR 5 YEARS INCEPTION(1)
--------- ---------- -------------
Roxbury Small-Cap Growth Fund
Institutional Shares (18.07)% 8.63% 12.73%
Russell 2000(R) Growth Index(2) (10.73)% 10.24% 12.97%
Roxbury Small-Cap Growth Fund
Investor Shares (18.22)% -- 5.09%
Russell 2000(R) Growth Index(2) (10.73)% -- 7.86%
- --------------------------------------------------------------------------------

FUND EXPENSE RATIOS(3): INSTITUTIONAL SHARES: GROSS 1.26%, NET 1.25%;
INVESTOR SHARES: GROSS 1.51%, NET 1.50%.

* 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.

The Roxbury Funds are distributed by Professional Funds Distributor, LLC.

(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 2,000
companies in the small capitalization segment of the U.S. equity market.

(3) The expense ratios of the Fund are set forth according to the prospectus
for the Fund effective November 1, 2007 and may differ from the expense
ratios disclosed in the Financial Highlights tables in this report. Net
Expense: Expenses reduced by a contractual fee waiver through December 31,
2020. Gross Expense: Does not reflect the effect of contractual fee waiver.

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

SCHEDULE OF INVESTMENTS JUNE 30, 2008

Value
Shares (Note 2)
- --------------------------------------------------------------------------------
COMMON STOCK -- 96.4%
- --------------------------------------------------------------------------------
CONSUMER DISCRETIONARY -- 12.0%
CASINOS & GAMING -- 1.2%
Bally Technologies, Inc.* ..................... 60,325 $ 2,038,985
-----------
DIVERSIFIED CONSUMER SERVICES -- 1.3%
ITT Educational Services, Inc.* ............... 27,275 2,253,733
-----------
HOTELS, RESTAURANTS & LEISURE -- 2.8%
Panera Bread Co. - Class A* ................... 26,305 1,216,870
Texas Roadhouse, Inc. - Class A* .............. 219,535 1,969,229
The Cheesecake Factory* ....................... 101,865 1,620,672
-----------
4,806,771
-----------
MULTILINE RETAIL -- 1.8%
Dollar Tree, Inc.* ............................ 92,955 3,038,699
-----------
SPECIALTY RETAIL -- 2.6%
Gymboree Corp.* ............................... 56,855 2,278,180
PetSmart, Inc. ................................ 103,740 2,069,613
-----------
4,347,793
-----------
TEXTILES, APPAREL & LUXURY GOODS -- 2.3%
Phillips-Van Heusen Corp. ..................... 41,265 1,511,124
Wolverine World Wide, Inc. .................... 90,070 2,402,167
-----------
3,913,291
-----------
TOTAL CONSUMER DISCRETIONARY ..................... 20,399,272
-----------
CONSUMER STAPLES -- 4.3%
FOOD & STAPLES RETAILING -- 1.1%
United Natural Foods, Inc.* ................... 97,664 1,902,495
-----------
PERSONAL PRODUCTS -- 3.2%
Herbalife Ltd. ................................ 88,505 3,429,569
NBTY, Inc.* ................................... 60,440 1,937,706
-----------
5,367,275
-----------
TOTAL CONSUMER STAPLES ......................... 7,269,770
-----------
ENERGY -- 4.4%
ENERGY EQUIPMENT & SERVICES -- 2.6%
Core Laboratories N.V.* ....................... 10,380 1,477,593
Hornbeck Offshore Services, Inc.* ............. 50,725 2,866,470
-----------
4,344,063
-----------
OIL, GAS & CONSUMABLE FUELS -- 1.8%
Arena Resources, Inc.* ........................ 22,795 1,204,032
Penn Virginia Corp. ........................... 24,765 1,867,776
-----------
3,071,808
-----------
TOTAL ENERGY ................................... 7,415,871
-----------
FINANCIALS -- 4.4%
CAPITAL MARKETS -- 2.4%
Affiliated Managers Group, Inc.* .............. 25,935 2,335,706
optionsXpress Holdings, Inc. .................. 71,990 1,608,257
-----------
3,943,963
-----------

Value
Shares (Note 2)
- --------------------------------------------------------------------------------
COMMON STOCK -- continued
- --------------------------------------------------------------------------------
REAL ESTATE INVESTMENT TRUSTS -- 2.0%
Corporate Office Properties Trust ............. 52,795 $1,812,452
Lasalle Hotel Properties ...................... 64,520 1,621,388
-----------
3,433,840
-----------
TOTAL FINANCIALS ............................... 7,377,803
-----------
HEALTH CARE -- 11.5%
BIOTECHNOLOGY -- 0.6%
Applera Corp. - Celera Group* ................. 83,670 950,491
-----------
HEALTH CARE EQUIPMENT & SUPPLIES -- 2.9%
IDEXX Laboratories, Inc.* ..................... 44,835 2,185,258
Immucor, Inc.* ................................ 50,435 1,305,258
STERIS Corp. .................................. 51,530 1,482,003
-----------
4,972,519
-----------
HEALTH CARE PROVIDERS & SERVICES -- 6.8%
Brookdale Senior Living, Inc. ................. 55,530 1,130,591
CardioNet, Inc.* .............................. 50,995 1,357,997
Healthspring, Inc.* ........................... 74,925 1,264,734
Healthways, Inc.* ............................. 38,970 1,153,512
HMS Holdings Corp.* ........................... 73,880 1,586,204
inVentiv Health, Inc.* ........................ 71,275 1,980,732
Pediatrix Medical Group, Inc.* ................ 36,230 1,783,603
PSS World Medical, Inc.* ...................... 77,835 1,268,710
-----------
11,526,083
-----------
LIFE SCIENCES TOOLS & SERVICES -- 1.2%
Illumina, Inc.* ............................... 23,195 2,020,516
-----------
TOTAL HEALTH CARE .............................. 19,469,609
-----------
INDUSTRIALS -- 25.6%
AEROSPACE & DEFENSE -- 1.3%
Moog, Inc. - Class A* ......................... 60,710 2,260,840
-----------
COMMERCIAL SERVICES & SUPPLIES -- 9.1%
Aegean Marine Petroleum Network, Inc. ......... 48,785 1,985,062
Clean Harbors, Inc.* .......................... 51,785 3,679,842
EnergySolutions, Inc. ......................... 63,845 1,426,936
Huron Consulting Group, Inc.* ................. 29,050 1,317,127
Knoll, Inc. ................................... 153,535 1,865,450
Mine Safety Appliances Co. .................... 34,285 1,371,057
The Advisory Board Co.* ....................... 31,163 1,225,641
Waste Connections, Inc.* ...................... 80,818 2,580,519
-----------
15,451,634
-----------
ELECTRICAL EQUIPMENT -- 8.3%
Capstone Turbine Corp.* ....................... 364,850 1,528,722
Energy Conversion Devices, Inc.* .............. 77,235 5,687,586
EnerSys, Inc.* ................................ 68,180 2,333,801
Evergreen Solar, Inc.* ........................ 173,660 1,682,765
Superior Essex, Inc.* ......................... 62,143 2,773,442
-----------
14,006,316
-----------
MACHINERY -- 2.3%
ESCO Technologies, Inc.* ...................... 29,000 1,360,680
IDEX Corp. .................................... 70,455 2,595,562
-----------
3,956,242
-----------

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

SCHEDULE OF INVESTMENTS JUNE 30, 2008 continued

Value
Shares (Note 2)
- --------------------------------------------------------------------------------
COMMON STOCK -- continued
- --------------------------------------------------------------------------------
ROAD & RAIL -- 3.3%
Genesee & Wyoming, Inc. - Class A* .......... 34,315 $ 1,167,396
Landstar System, Inc. ....................... 38,345 2,117,411
Old Dominion Freight Line, Inc.* ............ 73,640 2,210,673
-----------
5,495,480
-----------
TRADING COMPANIES & DISTRIBUTORS -- 1.3%
Beacon Roofing Supply, Inc.* .................... 88,495 938,932
Watsco, Inc. .................................... 29,730 1,242,714
-----------
2,181,646
-----------
TOTAL INDUSTRIALS .............................. 43,352,158
-----------
INFORMATION TECHNOLOGY -- 26.3%
COMMUNICATIONS EQUIPMENT -- 2.7%
ADC Telecommunications, Inc.* ................. 119,445 1,764,203
Alvarion, Ltd.* ............................... 158,715 1,120,528
Harmonic, Inc.* ............................... 184,695 1,756,449
-----------
4,641,180
-----------
COMPUTERS & PERIPHERALS -- 1.7%
Data Domain, Inc.* ............................ 105,450 2,460,148
Novatel Wireless, Inc.* ....................... 33,215 369,683
-----------
2,829,831
-----------
ELECTRONIC EQUIPMENT & INSTRUMENTS -- 4.4%
FEI Co.* ...................................... 81,780 1,862,949
Itron, Inc.* .................................. 18,750 1,844,063
OSI Systems, Inc.* ............................ 91,853 1,967,491
Plexus Corp.* ................................. 64,655 1,789,650
-----------
7,464,153
-----------
INTERNET SOFTWARE & SERVICES -- 5.9%
Ariba, Inc.* .................................. 184,385 2,712,303
Digital River, Inc.* .......................... 42,310 1,632,320
Equinix, Inc.* ................................ 47,870 4,270,962
Interwoven, Inc.* ............................. 110,411 1,326,036
-----------
9,941,621
-----------
IT SERVICES -- 4.7%
Alliance Data Systems Corp.* .................. 43,685 2,470,387
ExlService Holdings, Inc.* .................... 66,055 926,751
Global Payments, Inc. ......................... 67,980 3,167,868
RightNow Technologies, Inc.* .................. 98,230 1,342,804
-----------
7,907,810
-----------
OFFICE ELECTRONICS -- 0.7%
Zebra Technologies Corp. - Class A* ........... 34,725 1,133,424
-----------

Value
Shares (Note 2)
- --------------------------------------------------------------------------------
COMMON STOCK -- continued
- --------------------------------------------------------------------------------
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT -- 1.5%
Microsemi Corp.* .............................. 59,830 $1,506,519
Tessera Techonologies, Inc.* .................. 66,815 1,093,762
-----------
2,600,281
-----------
SOFTWARE -- 4.7%
Ansoft Corp.* ................................. 62,790 2,285,556
ArcSight, Inc.* ............................... 88,455 778,404
Commvault Systems, Inc.* ...................... 84,510 1,406,247
Micros Systems, Inc.* ......................... 93,288 2,844,351
MicroStrategy, Inc. - Class A* ................ 11,760 761,460
-----------
8,076,018
-----------
TOTAL INFORMATION TECHNOLOGY ................... 44,594,318
-----------
MATERIALS -- 4.9%
CHEMICALS -- 1.9%
Airgas, Inc. .................................. 38,165 2,228,454
Rockwood Holdings, Inc.* ...................... 29,995 1,043,826
-----------
3,272,280
-----------
METALS & MINING -- 3.0%
Compass Minerals International, Inc. .......... 24,840 2,001,110
Pan American Silver Corp.* .................... 39,690 1,372,480
Sims Group, Ltd., ADR ......................... 42,635 1,701,137
-----------
5,074,727
-----------
TOTAL MATERIALS ................................ 8,347,007
-----------
TELECOMMUNICATION SERVICES -- 3.0%
WIRELESS TELECOMMUNICATION SERVICES -- 3.0%
Clearwire Corp. - Class A* .................... 203,015 2,631,074
Syniverse Holdings, Inc.* ..................... 149,840 2,427,408
-----------
5,058,482
-----------
TOTAL TELECOMMUNICATION SERVICES ............... 5,058,482
-----------
TOTAL COMMON STOCK (COST $151,646,088) ......... 163,284,290
-----------

- --------------------------------------------------------------------------------
SHORT-TERM INVESTMENTS -- 4.0%
- --------------------------------------------------------------------------------
BlackRock Liquidity Funds TempCash
Portfolio - Institutional Series
(seven-day effective yield 2.57%) ....... 3,340,852 3,340,852
BlackRock Liquidity Funds TempFund
Portfolio - Institutional Series
(seven-day effective yield 2.56%) ....... 3,340,852 3,340,852
------------
TOTAL SHORT-TERM INVESTMENTS
(COST $6,681,704) .......................... 6,681,704
------------
TOTAL INVESTMENTS -- 100.4%
(COST $158,327,792)+ ....................... $169,965,994
------------
LIABILITIES IN EXCESS OF OTHER ASSETS (0.4%) . (620,485)
------------
NET ASSETS - 100.0% .......................... $169,345,509
============

- -----------------
* Non-income producing security.
+ The cost for Federal income tax purposes is $161,286,216. At June 30, 2008
net unrealized appreciation was $8,679,778. This consisted of aggregate
gross unrealized appreciation for all securities for which there was an
excess of market value over tax cost of $20,426,645, and aggregate gross
unrealized depreciation for all securities for which there was an excess of
tax cost over market value of $11,746,867.

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

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

INVESTMENT REVIEW

The past year was a volatile one for the equity markets, as investors
faced an array of conflicting data regarding the state of our global economy. By
far the biggest headwind was skyrocketing commodity prices. Indeed, despite a
negative return of 6.20% for the Russell Midcap(R) Growth Index, energy stocks
skyrocketed more than 52%. With the exception of fractional gains for both
materials and utilities, every other sector was down during the period.

Although the Fund's energy exposure actually outperformed the index (up
58%), we had a much smaller weighting in this area relative to the benchmark.
That's largely because such companies rarely fit in with our strict valuation
criteria. In turn, Investor Shares of the Fund were down 15.48% over the past 12
months.

The Fund benefited most from the solid performance of its healthcare
stocks. Our consumer discretionary holdings also did better than the index. In
addition to not owning many commodity-related companies, disappointments from
some financial and technology holdings detracted from overall returns.

As we previously informed you, we took over management of the Fund last
January. We follow a disciplined, patient, and consistent process for growing
your capital. Specifically, we look for companies with sustainable competitive
advantages and an ability to earn returns in excess of the cost of capital over
various economic cycles.

We prefer to invest in companies that are taking market share, have strong
balance sheets, generate consistent free cash flow, and are trading at a
discount to intrinsic value. We believe that this approach, combined with our
three- to five-year outlook, will allow us to maximize value for you, our
shareholders, over time.

Recent additions to the Fund include coffee powerhouse Starbucks (which is
in the midst of a corporate-wide restructuring), wireless communication tower
owner and operator SBA Communications, mortgage and business information
provider The First American Corporation, and Florida real estate investment
company Consolidated-Tomoka.

We continue to execute on our strategy of seeking those wide-moat
companies capable of managing through a variety of economic environments. By
"wide moat," we mean businesses boasting strong competitive advantages operating
in industries with large barriers to entry.

We are finding many compelling opportunities to own first class
enterprises at significant margins of safety and remain positive on the
prospects for long-term equity investors.

Very truly yours,

/s/ Joshua J. Honeycutt /s/ Jeffrey B. Prestine

Joshua J. Honeycutt, CFA Jeffrey B. Prestine
Portfolio Manager/Analyst Portfolio Manager/Analyst

[PHOTO OMITTED] [PHOTO OMITTED]
JOSHUA J. HONEYCUTT JEFFREY B. PRESTINE
Portfolio Manager/Analyst Portfolio Manager/Analyst

- --------------------------------------------------------------------------------
TOP TEN HOLDINGS (UNAUDITED) % OF PORTFOLIO
- --------------------------------------------------------------------------------
Noble Corp. 4.4%
- --------------------------------------------------------------------------------
Maxim Integrated Products, Inc. 4.1%
- --------------------------------------------------------------------------------
Weatherford International, Inc. 4.0%
- --------------------------------------------------------------------------------
WESCO International, Inc. 3.5%
- --------------------------------------------------------------------------------
Vulcan Materials Co. 3.4%
- --------------------------------------------------------------------------------
SBA Communications Corp. - Class A 3.4%
- --------------------------------------------------------------------------------
NetApp, Inc. 3.3%
- --------------------------------------------------------------------------------
St. Jude Medical, Inc. 3.2%
- --------------------------------------------------------------------------------
SYSCO Corp. 3.2%
- --------------------------------------------------------------------------------
People's United Financial, Inc. 3.2%
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
SECTOR BREAKDOWN (UNAUDITED) % OF PORTFOLIO
- --------------------------------------------------------------------------------
Common Stock
- --------------------------------------------------------------------------------
Information Technology 20.3%
- --------------------------------------------------------------------------------
Health Care 14.4%
- --------------------------------------------------------------------------------
Industrials 13.8%
- --------------------------------------------------------------------------------
Consumer Discretionary 13.6%
- --------------------------------------------------------------------------------
Financials 10.9%
- --------------------------------------------------------------------------------
Energy 8.4%
- --------------------------------------------------------------------------------
Materials 5.4%
- --------------------------------------------------------------------------------
Telecommunication Services 3.4%
- --------------------------------------------------------------------------------
Consumer Staples 3.2%
- --------------------------------------------------------------------------------
Short-Term Investments 6.6%
- --------------------------------------------------------------------------------
TOTAL 100.0%
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
PORTFOLIO STATISTICS (UNAUDITED)
- --------------------------------------------------------------------------------
Number of Holdings 37
- --------------------------------------------------------------------------------
Market Cap (wtd. median, bil.) $5.6
- --------------------------------------------------------------------------------
Price/Book Value (wtd. avg.) 2.5x
- --------------------------------------------------------------------------------
Price/Earnings (wtd. avg.) 15x
- --------------------------------------------------------------------------------
Beta 1.02
- --------------------------------------------------------------------------------
Standard Deviation 14.03%
- --------------------------------------------------------------------------------
Portfolio Turnover 85%
- --------------------------------------------------------------------------------

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

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

Roxbury Mid-Cap Fund Russell Midcap
Investor Shares Growth Index
12/14/00 10,000.00 10,000.00
6/30/01 11,104.00 8,704.00
6/30/02 8,823.00 6,412.00
6/30/03 8,660.00 6,883.00
6/30/04 10,988.00 8,764.00
6/30/05 11,949.00 9,716.00
6/30/06 13,344.00 10,983.00
6/30/07 14,922.00 13,149.00
6/30/08 12,612.00 12,305.00

Past performance is not predictive of future performance

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, 2008. Performance
of the Investor Shares is shown in the graph above because this share class has
the longest operating history.*

- --------------------------------------------------------------------------------
Average Annual Total Return For the Periods Ended June 30, 2008

SINCE
1 YEAR 5 YEARS INCEPTION(1)
--------- ---------- -------------
Roxbury Mid-Cap Fund Institutional
Shares (15.06)% NA 2.35%
Russell Midcap(R) Growth Index(2) (6.20)% NA 7.95%
Roxbury Mid-Cap Fund Investor Shares (15.48)% 7.81% 3.07%
Russell Midcap(R) Growth Index(2) (6.20)% 12.32% 1.90%
- --------------------------------------------------------------------------------

FUND EXPENSE RATIOS(3): INSTITUTIONAL SHARES: GROSS 1.99%, NET 1.30%;
INVESTOR SHARES: GROSS 2.24%, NET 1.55%.

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.

The Roxbury Funds are distributed by Professional Funds Distributor, LLC.

(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
companies in the Russell Midcap(R) Index with higher price-to-book ratios
and higher forecasted growth values. The Russell Midcap(R) Index includes
the smalllest stocks in the Russell 1000(R) Index. The Russell 1000(R)
Index represents the larger capitalization segment of the U.S. equity
market.

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

SCHEDULE OF INVESTMENTS JUNE 30, 2008

Value
Shares (Note 2)
- --------------------------------------------------------------------------------
COMMON STOCKS -- 95.0%
- --------------------------------------------------------------------------------
CONSUMER DISCRETIONARY -- 13.8%
HOTELS, RESTAURANTS & LEISURE -- 1.8%
Starbucks Corp.* ................................ 975 $ 15,346
---------
HOUSEHOLD DURABLES -- 1.6%
Toll Brothers, Inc.* ............................ 700 13,111
---------
MEDIA -- 2.1%
The McGraw-Hill Cos., Inc. .................... 440 17,653
---------
SPECIALTY RETAIL -- 8.3%
CarMax, Inc.* ................................. 1,110 15,751
PetSmart, Inc. ................................ 1,000 19,950
Ross Stores, Inc. ............................. 375 13,320
Tractor Supply Co.* ........................... 680 19,747
---------
68,768
---------
TOTAL CONSUMER DISCRETIONARY ................... 114,878
---------
CONSUMER STAPLES -- 3.2%
FOOD & STAPLES RETAILING -- 3.2%
SYSCO Corp. ..................................... 975 26,822
---------
TOTAL CONSUMER STAPLES ........................... 26,822
---------
ENERGY -- 8.6%
ENERGY EQUIPMENT & SERVICES -- 8.6%
Noble Corp. ..................................... 580 37,677
Weatherford International, Inc.* ................ 680 33,721
---------
71,398
---------
TOTAL ENERGY ..................................... 71,398
---------
FINANCIALS -- 11.1%
CAPITAL MARKETS -- 2.7%
Legg Mason, Inc. ................................ 510 22,221
---------
INSURANCE -- 1.6%
First American Corp. ............................ 510 13,464
---------
REAL ESTATE INVESTMENT TRUSTS -- 2.0%
iStar Financial, Inc. ........................... 1,240 16,380
---------
REAL ESTATE MANAGEMENT & DEVELOPMENT -- 1.6%
Consolidated-Tomoka Land Co. .................... 330 13,880
---------
THRIFTS & MORTGAGE FINANCE -- 3.2%
People's United Financial, Inc. ................. 1,715 26,754
---------
TOTAL FINANCIALS ................................. 92,699
---------
HEALTH CARE -- 14.7%
HEALTH CARE EQUIPMENT & SUPPLIES -- 10.1%
Arthrocare Corp.* ............................... 575 23,466
Boston Scientific Corp.* ........................ 1,980 24,334
Gen-Probe, Inc.* ................................ 190 9,021
St. Jude Medical, Inc.* ......................... 670 27,390
---------
84,211
---------
HEALTH CARE PROVIDERS & SERVICES -- 2.7%
Laboratory Corp. of America Holdings* ........... 325 22,630
---------

Value
Shares (Note 2)
- --------------------------------------------------------------------------------
COMMON STOCKS -- continued
- --------------------------------------------------------------------------------
PHARMACEUTICALS -- 1.9%
Endo Pharmaceuticals Holdings, Inc.* ............ 645 $ 15,602
---------
TOTAL HEALTH CARE ................................ 122,443
---------
INDUSTRIALS -- 14.0%
AIR FREIGHT & LOGISTICS -- 2.7%
UTi Worldwide, Inc. ............................. 1,110 22,145
---------
COMMERCIAL SERVICES & SUPPLIES -- 5.7%
Dun & Bradstreet Corp. .......................... 260 22,786
Stericycle, Inc.* ............................... 480 24,816
---------
47,602
---------
TRADING COMPANIES & DISTRIBUTORS -- 5.6%
MSC Industrial Direct Co. - Class A ............. 380 16,762
WESCO International, Inc.* ...................... 750 30,030
---------
46,792
---------
TOTAL INDUSTRIALS ................................ 116,539
---------
INFORMATION TECHNOLOGY -- 20.7%
COMMUNICATIONS EQUIPMENT -- 2.4%
Polycom, Inc.* .................................. 835 20,341
---------
COMPUTERS & PERIPHERALS -- 3.4%
NetApp, Inc.* ................................... 1,310 28,374
---------
IT SERVICES -- 4.7%
Alliance Data Systems Corp.* .................... 450 25,448
Paychex, Inc. ................................... 430 13,450
---------
38,898
---------
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT -- 8.3%
KLA - Tencor Corp. .............................. 340 13,841
Maxim Integrated Products, Inc. ................. 1,645 34,792
Microchip Technology, Inc. ...................... 665 20,309
---------
68,942
---------
SOFTWARE -- 1.9%
Autodesk, Inc.* ................................. 470 15,891
---------
TOTAL INFORMATION TECHNOLOGY ..................... 172,446
---------
MATERIALS -- 5.5%
CHEMICALS -- 2.0%
Ecolab, Inc. .................................... 390 16,766
---------
CONSTRUCTION MATERIALS -- 3.5%
Vulcan Materials Co. ............................ 480 28,695
---------
TOTAL MATERIALS .................................. 45,461
---------
TELECOMMUNICATION SERVICES -- 3.4%
WIRELESS TELECOMMUNICATION SERVICES -- 3.4%
SBA Communications Corp. - Class A* ............. 790 28,448
---------
TOTAL TELECOMMUNICATION SERVICES ................. 28,448
---------
TOTAL COMMON STOCK
(Cost $865,571) ............................... 791,134
---------

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

SCHEDULE OF INVESTMENTS JUNE 30, 2008 continued
Value
Shares (Note 2)
- --------------------------------------------------------------------------------
SHORT-TERM INVESTMENTS -- 6.7%
- --------------------------------------------------------------------------------

BlackRock Liquidity Funds TempCash Portfolio -
Institutional Series (seven-day
effective yield 2.57%) ..................... 27,993 $ 27,993
BlackRock Liquidity Funds TempFund Portfolio -
Institutional Series (seven-day
effective yield 2.56%) .................... 27,993 27,993
---------
TOTAL SHORT-TERM INVESTMENTS
(COST $55,986) .............................. 55,986
---------
TOTAL INVESTMENTS -- 101.7%
(COST $921,557)+ ............................ $ 847,120
---------
LIABILITIES IN EXCESS OF OTHER ASSETS (1.7%) ... (14,218)
---------
NET ASSETS - 100.0% ............................ $ 832,902
=========

- ---------------------
* Non-income producing security.
+ The cost for Federal income tax purposes is $951,359. At June 30, 2008 net
unrealized depreciation was $104,239. This consisted of aggregate gross
unrealized appreciation for all securities for which there was an excess of
market value over tax cost of $45,576, and aggregate gross unrealized
depreciation for all securities for which there was an excess of tax cost
over market value of $149,815.

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

THE ROXBURY FUNDS
FUND EXPENSE EXAMPLES
- --------------------------------------------------------------------------------

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, 2008 TO JUNE 30, 2008

EXPENSE TABLES

Beginning Ending Expenses
Account Account Annualized Paid
Value Value Expense During
01/01/08 06/30/08 Ratio Period*
---------- ---------- ---------- ----------

Roxbury Small-Cap Growth Fund - Institutional Shares
Actual Fund Return ........................................ $1,000.00 $ 895.10 1.25% $5.89
Hypothetical 5% Return Before Expenses .................... 1,000.00 1,018.65 1.25 6.27

Roxbury Small-Cap Growth Fund - Investor Shares
Actual Fund Return ........................................ $1,000.00 $ 894.60 1.50% $7.07
Hypothetical 5% Return Before Expenses .................... 1,000.00 1,017.40 1.50 7.52

Roxbury Mid-Cap Fund - Institutional Shares
Actual Fund Return ........................................ $1,000.00 $ 913.60 1.30% $6.19
Hypothetical 5% Return Before Expenses .................... 1,000.00 1,018.40 1.30 6.52

Roxbury Mid-Cap Fund - Investor Shares
Actual Fund Return ........................................ $1,000.00 $ 911.40 1.55% $7.37
Hypothetical 5% Return Before Expenses .................... 1,000.00 1,017.16 1.55 7.77

- ----------------
* Expenses are equal to the Fund's annualized expense ratio multiplied by the
average account value over the period, multiplied by the number of days in
the most recent fiscal half-year, then divided by 366.

FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

STATEMENTS OF ASSETS AND LIABILITIES
June 30, 2008

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

ASSETS:
Investment in securities, at value* ...................... $ 169,965,994 $ 847,120
Receivable for fund shares sold .......................... 35,929 --
Receivable for investments sold .......................... 1,265,372 --
Receivable from Advisor .................................. -- 7,685
Dividends and interest receivable ........................ 55,970 491
Other assets ............................................. 50,167 1,287
------------- -----------
Total assets ............................................. 171,373,432 856,583
------------- -----------
LIABILITIES:
Payable for fund shares redeemed ......................... 237,081 --
Payable for investments purchased ........................ 1,572,364 --
Accrued advisory fee ..................................... 146,426 --
Other accrued expenses ................................... 72,052 23,681
------------- -----------
Total liabilities ........................................ 2,027,923 23,681
------------- -----------
NET ASSETS ............................................... $ 169,345,509 $ 832,902
============= ===========
NET ASSETS CONSIST OF:
Paid-in capital .......................................... $ 185,218,565 $ 936,786
Accumulated net investment loss .......................... (10,326) (10,326)
Accumulated net realized loss on investments ............. (27,500,932) (19,121)
Net unrealized appreciation (depreciation) of investments 11,638,202 (74,437)
------------- -----------
NET ASSETS ............................................... $ 169,345,509 $ 832,902
============= ===========
NET ASSETS BY SHARE CLASS:
Institutional Shares .................................. $ 168,872,954 $ 773,695
Investor Shares ....................................... 472,555 59,207
------------- -----------
$ 169,345,509 $ 832,902
============= ===========
SHARES OF BENEFICIAL INTEREST OUTSTANDING:
($0.01 par value, unlimited authorized shares):
Institutional Shares .................................. 11,846,892 524,198
Investor Shares ....................................... 33,544 41,025
NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER SHARE:**
Institutional Shares .................................. $ 14.25 $ 1.48
------------- -----------
Investor Shares ....................................... $ 14.09 $ 1.44
------------- -----------

- ---------------------------
* Investments at cost .................................. $ 158,327,792 $ 921,557
============= ===========
** Funds may impose a redemption fee of 1% for redemptions
within 60 days of purchase.

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

FINANCIAL STATEMENTS continued
- --------------------------------------------------------------------------------

STATEMENTS OF OPERATIONS
For the Year Ended June 30, 2008

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

INVESTMENT INCOME:
Dividends .......................................................... $ 609,183 $ 24,562
Interest ........................................................... 264,748 5,160
------------ ---------
Total investment income ......................................... 873,931 29,722
------------ ---------
EXPENSES:
Advisory fees ...................................................... 1,834,078 19,245
Administration and accounting fees ................................. 189,778 43,977
Transfer agent fees ................................................ 125,408 29,037
Professional fees .................................................. 91,688 10,687
Trustees' fees ..................................................... 44,210 760
Shareholder service fees - Investor Shares ......................... 40,472 4,827
Custody fees ....................................................... 36,526 18,432
Registration fees .................................................. 29,859 1,604
Reports to shareholders ............................................ 19,863 370
Other .............................................................. 77,758 1,996
------------ ---------
Total expenses before fee waivers and expense reimbursements .... 2,489,640 130,935
Expenses waived/reimbursed by Advisor ........................... (194,671) (93,440)
------------ ---------
Total expenses, net ............................................. 2,294,969 37,495
------------ ---------
Net investment loss ................................................ (1,421,038) (7,773)
------------ ---------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on investments ............................ (20,928,917) 335,790
Net change in unrealized appreciation (depreciation)
on investments .................................................. (13,432,400) (728,314)
------------ ---------
Net realized and unrealized loss on investments .................... (34,361,317) (392,524)
------------ ---------
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS .................. $(35,782,355) $(400,297)
============ =========

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

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,
----------------------------- ----------------------------
2008 2007 2008 2007
------------ ------------ ----------- -----------

INCREASE (DECREASE) IN NET ASSETS:
Operations:
Net investment loss .............................. $ (1,421,038) $ (1,947,963) $ (7,773) $ (71,819)
Net realized gain (loss) on investments .......... (20,928,917) 26,283,244 335,790 1,462,394
Net change in unrealized appreciation
(depreciation) on investments .................. (13,432,400) 3,319,144 (728,314) (612,308)
------------ ------------ ----------- -----------
Net increase (decrease) in net assets resulting
from operations ..................................... (35,782,355) 27,654,425 (400,297) 778,267
------------ ------------ ----------- -----------
Distributions to shareholders from:
Net realized gains:
Institutional shares ........................... (29,259,304) (15,488,313) (630,494) (159,605)
Investor shares ................................ (186,324) (73,385) (1,081,720) (1,457,989)
------------ ------------ ----------- -----------
Total Distributions .................................... (29,445,628) (15,561,698) (1,712,214) (1,617,594)
------------ ------------ ----------- -----------
Fund share transactions (Note 5):
Proceeds from shares sold ........................ 46,885,232 45,882,921 202,397 1,046,617
Cost of shares issued on reinvestment
of distributions ............................... 28,334,093 14,895,580 1,606,194 1,442,044
Cost of shares redeemed .......................... (59,166,024) (53,904,582) (4,157,107) (9,789,597)
------------ ------------ ----------- -----------
Net increase (decrease) in net assets from
Fund share transactions ............................. 16,053,301 6,873,919 (2,348,516) (7,300,936)
------------ ------------ ----------- -----------
Total increase (decrease) in net assets ................ (49,174,682) 18,966,646 (4,461,027) (8,140,263)

NET ASSETS:
Beginning of year ................................ 218,520,191 199,553,545 5,293,929 13,434,192
------------ ------------ ----------- -----------
End of year ...................................... $169,345,509 $218,520,191 $ 832,902 $ 5,293,929
============ ============ =========== ===========
Accumulated net investment loss ........................ $ (10,326) $ (10,326) $ (10,326) $ (10,326)
============ ============ =========== ===========

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

THE ROXBURY FUNDS
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

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 Years Ended June 30,
-------------------------------------------------------------------
2008 2007 2006 2005 2004
---------- -------- ------- ------- ----------

SMALL-CAP GROWTH FUND -- INSTITUTIONAL SHARES(3)

NET ASSET VALUE -- BEGINNING OF YEAR ....................... $ 20.69 $ 19.62 $ 16.66 $ 16.75 $ 12.76
-------- -------- -------- -------- -------
INVESTMENT OPERATIONS:
Net investment loss(1)................................... (0.13) (0.19) (0.15) (0.17) (0.25)
Net realized and unrealized gain (loss) on investments .. (3.27) 2.87 3.17 0.43 4.64
-------- -------- -------- -------- -------
Total from investment operations ..................... (3.40) 2.68 3.02 0.26 4.39
-------- -------- -------- -------- -------
DISTRIBUTIONS:
From net realized gains ................................. (3.04) (1.61) (0.06) (0.35) (0.40)
-------- -------- -------- -------- -------
NET ASSET VALUE -- END OF YEAR ............................. $ 14.25 $ 20.69 $ 19.62 $ 16.66 $ 16.75
======== ======== ======== ======== =======
TOTAL RETURN ............................................... (18.07)% 14.28% 18.17% 1.53% 34.67%

RATIOS (TO AVERAGE NET ASSETS)/SUPPLEMENTAL DATA:(2)
Expenses:
Including waivers/reimbursements ..................... 1.25% 1.25% 1.24% 1.36% 1.69%
Excluding waivers/reimbursements ..................... 1.36% 1.26% 1.25% 1.37% 1.79%
Net investment loss .................................. (0.77)% (0.95)% (0.78)% (1.04)% (1.53)%
Portfolio tur nover rate ................................... 167% 159% 144% 161% 172%
Net assets at the end of year (000 omitted) ................ $168,873 $217,391 $198,835 $147,907 $50,317

- ---------------------
(1) The net investment loss per share was calculated using the average shares
outstanding method.
(2) 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.
(3) 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 Period
For the Years Ended June 30, September 30, 2004(1)
------------------------------------- through
2008 2007 2006 June 30, 2005
-------- ------- ------- ----------------------

SMALL-CAP GROWTH FUND -- INVESTOR SHARES(4)
NET ASSET VALUE -- BEGINNING OF PERIOD ...................... $ 20.53 $ 19.53 $ 16.62 $ 15.48
------- ------- ------- --------
INVESTMENT OPERATIONS:
Net investment loss(2) ................................... (0.18) (0.23) (0.21) (0.15)
Net realized and unrealized gain (loss) on investments ... (3.22) 2.84 3.18 1.64
------- ------- ------- --------
Total from investment operations ...................... (3.40) 2.61 2.97 1.49
------- ------- ------- --------
DISTRIBUTIONS:
From net realized gains .................................. (3.04) (1.61) (0.06) (0.35)
------- ------- ------- --------
NET ASSET VALUE -- END OF PERIOD ............................ $ 14.09 $ 20.53 $ 19.53 $ 16.62
======= ======= ======= ========
TOTAL RETURN ................................................ (18.22)% 13.97% 17.91% 9.60%**

RATIOS (TO AVERAGE NET ASSETS)/SUPPLEMENTAL DATA:(3)
Expenses:
Including waivers/reimbursements ...................... 1.50% 1.50% 1.49% 1.60%*
Excluding waivers/reimbursements ...................... 1.61% 1.51% 1.52% 236.10%*
Net investment loss ................................... (1.02)% (1.20)% (1.02)% (1.28)%*
Portfolio turnover rate ..................................... 167% 159% 144% 161%**
Net assets at the end of period (000 omitted) ............... $ 473 $ 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.

THE ROXBURY FUNDS
FINANCIAL HIGHLIGHTS continued

For the Period
For the Years Ended June 30, February 8, 2005(1)
------------------------------------- through
2008 2007 2006 June 30, 2005
-------- ------- ------- ----------------------

MID-CAP FUND -- INSTITUTIONAL SHARES(4)
NET ASSET VALUE -- BEGINNING OF PERIOD ...................... $ 5.89 $ 6.30 $ 5.84 $ 5.75
------- ------- ------- --------
INVESTMENT OPERATIONS:
Net investment loss(2) ................................... --(5) (0.03) (0.04) (0.02)
Net realized and unrealized gain (loss) on investments ... (0.48) 0.71 0.72 0.11
------- ------- ------- --------
Total from investment operations ...................... (0.48) 0.68 0.68 0.09
------- ------- ------- --------
DISTRIBUTIONS:
From net realized gains .................................. (3.93) (1.09) (0.22) --
------- ------- ------- --------
NET ASSET VALUE -- END OF PERIOD ............................ $ 1.48 $ 5.89 $ 6.30 $ 5.84
======= ======= ======= ========
TOTAL RETURN ................................................ (15.06)% 12.12% 11.84% 1.57%**

RATIOS (TO AVERAGE NET ASSETS)/SUPPLEMENTAL DATA:(3)
Expenses:
Including waivers/reimbursements ...................... 1.30% 1.30% 1.30% 1.30%*
Excluding waivers/reimbursements ...................... 4.94% 1.99% 2.09% 3.50%*
Net investment loss ................................... (0.14)% (0.57)% (0.63)% (0.86)%*
Portfolio turnover rate ..................................... 85% 94% 110% 110%**
Net assets at the end of period (000 omitted) ............... $ 774 $ 1,051 $ 907 $ 1,079

- ----------------------
* 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.
(5) Amount is less than $0.01.

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

For the Years Ended June 30,
-------------------------------------------------------------------
2008 2007 2006 2005 2004
---------- -------- ------- ------- ----------

MID-CAP FUND -- INVESTOR SHARES(3)

NET ASSET VALUE -- BEGINNING OF YEAR $ 5.86 $ 6.29 $ 5.84 $ 5.38 $ 4.24
------- ------- ------- ------- -------
INVESTMENT OPERATIONS:
Net investment loss(1) (0.02) (0.05) (0.05) (0.05) (0.05)
Net realized and unrealized gain (loss) on investments (0.47) 0.71 0.72 0.52 1.19
------- ------- ------- ------- -------
Total from investment operations (0.49) 0.66 0.67 0.47 1.14
------- ------- ------- ------- -------
DISTRIBUTIONS:
From net realized gains (3.93) (1.09) (0.22) (0.01) --
------- ------- ------- ------- -------
NET ASSET VALUE -- END OF YEAR $ 1.44 $ 5.86 $ 6.29 $ 5.84 $ 5.38
======= ======= ======= ======= =======
TOTAL RETURN (15.48)% 11.83% 11.67% 8.75% 26.89%

RATIOS (TO AVERAGE NET ASSETS)/SUPPLEMENTAL DATA:(2)
Expenses:
Including waivers/reimbursements 1.55% 1.55% 1.55% 1.55% 1.55%
Excluding waivers/reimbursements 5.19% 2.24% 2.35% 2.59% 5.18%
Net investment loss (0.39)% (0.82)% (0.88)% (1.03)% (1.05)%
Portfolio turnover rate 85% 94% 110% 110% 79%
Net assets at the end of year (000 omitted) $ 59 $ 4,243 $12,527 $11,689 $12,750

- ----------------------
(1) The net investment loss per share was calculated using the average shares
outstanding method.
(2) 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.
(3) 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 accounting principles generally accepted in the
United States of America, 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. Management has
analyzed the Funds' tax positions taken on federal income tax returns (tax
years ended June 30, 2004 - 2007) for purposes of implementing FIN 48, and
has concluded that no provision for income tax is required in the Funds'
financial statements.

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 on an accrual
basis. 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.

DISTRIBUTIONS TO SHAREHOLDERS. Dividends and distributions to shareholders
are recorded on the ex-dividend date. Distributions from net investment
income and net realized gains, if any, will be declared and paid annually.

USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS. The
preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities at the date of the financial statements
and the disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.

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

PNC Global Investment Servicing (U.S.)Inc. ("PNC"), formerly known as PFPC
Inc., provides administrative services to the Funds pursuant to an
Accounting and Administrative Services Agreement.

COMPENSATION OF TRUSTEES AND OFFICERS. The Fund pays each Trustee who is
not an interested person of the Fund a fee of $5,000 per year plus $2,000
per Trustees or committee meeting attended. The Chairman is paid an
additional fee of $1,000 per year. With the exception of a former Vice
President of Roxbury who received a fee of $12,000 for the year ended June
30, 2008, no other Trustees of the Fund who are employees or Officers of
Roxbury received any compensation from the Fund.

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.

4. INVESTMENT SECURITIES TRANSACTIONS. During the fiscal year ended June 30,
2008, purchases and sales of investment securities (excluding short-term
investments) were as follows:

Small-Cap Mid-Cap
Growth Fund Fund
---------------- -------------
Purchases .................... $298,081,414 $2,114,961
Sales ........................ 310,551,308 5,964,671

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

5. FUND SHARE TRANSACTIONS. Transactions in shares of beneficial interest for
the the year ended June 30, 2008 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 ...................................... 3,007,646 $46,470,235 23,350 $ 414,997
Issued on reinvestment of distributions ... 1,755,943 28,147,769 11,748 186,324
Redeemed .................................. (3,424,559) (58,303,845) (56,557) (862,179)
----------- ----------- ----------- -----------
Net increase (decrease) ................... 1,339,030 $16,314,159 (21,459) $ (260,858)
=========== =========== =========== ===========
Mid-Cap Fund
------------
Sold ...................................... 36,902 $ 87,361 19,984 $ 115,036
Issued on reinvestment of distributions ... 382,117 630,494 606,025 975,700
Redeemed .................................. (73,184) (216,074) (1,309,267) (3,941,033)
----------- ----------- ----------- -----------
Net increase (decrease) ................... 345,835 $ 501,781 (683,258) $(2,850,297)
=========== =========== =========== ===========

Transactions in shares of beneficial interest for the year ended June 30,
2007 for the Institutional Shares and Investor Shares of each Fund were as
follows:

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)
=========== =========== =========== ===========

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, 2008, 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 .............................. $(1,484,832) $ --
Accumulated net investment loss .............. 1,421,038 7,773
Accumulated net realized gain
(loss) on investments ..................... 63,794 (7,773)

The tax character of distributions paid during the years ended June 30,
2008 and June 30, 2007 was as follows:

Small-Cap Mid-Cap
Growth Fund Fund
------------- ------------
YEAR ENDED JUNE 30, 2008
Ordinary income ........................ $ 7,984,568 $ 22,098
Long-term capital gains ................ 21,461,060 1,690,116
----------- ----------
$29,445,628 $1,712,214
=========== ==========
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
=========== ==========

Under federal tax law, capital losses realized after October 31 may be
deferred and treated as occurring on the first day of the following fiscal
year.

For the year ended June 30, 2008 the Small-Cap Growth Fund will defer
post-October capital losses of $24,542,508 to the year ended June 30, 2009.

As of June 30, 2008, the components of accumulated earnings on a tax basis
were as follows:

Small-Cap Mid-Cap
Growth Fund Fund
------------- -----------
Undistributed long-term capital gains/
(post-October capital losses) ........ $(24,542,508) $ 10,681
Other Temporary differences ............ (10,326) (10,326)
Net unrealized appreciation/
(depreciation) of investments ........ 8,679,778 (104,239)
------------ ----------
Total accumulated earnings ............. $(15,873,056) $ (103,884)
============ ==========

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.

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

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Trustees of the Roxbury Funds and the Shareholders of the
Roxbury Small-Cap Growth Fund and the Roxbury Mid-Cap Fund:

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, 2008, the related statements of operations for the year then ended, and the
changes in net assets and the financial highlights for each of the years in the
two year period then ended. These financial statements and financial highlights
are the responsibility of the Fund's management. Our responsibility is to
express an opinion on these financial statements and financial highlights based
on our audits. The financial highlights for each of the three years or periods
ended June 30, 2006 were audited by other auditors whose report dated August 11,
2006 expressed an unqualified opinion on such financial highlights.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements and financial highlights are free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. Our procedures included
confirmation of securities owned as of June 30, 2008 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, 2008,
the results of their operations for the year then ended, and the changes in
their net assets and their financial highlights for each of the years in the two
year period then ended, in conformity with accounting principles generally
accepted in the United States of America.

/s/ Briggs, Bunting & Dougherty, LLP
---------------------------------------
BRIGGS, BUNTING & DOUGHERTY, LLP

Philadelphia, Pennsylvania
August 4, 2008

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

TAX INFORMATION (UNAUDITED)

For the fiscal year ended June 30, 2008 certain dividends may be subject to a
maximum tax rate of 15%, as qualified dividend income ("QDI") under the Jobs and
Growth Tax Relief Reconciliation Act of 2003. For individual shareholders, a
percentage of their ordinary income dividends (dividend income plus short-term
gains, if any) may qualify for a maximum tax rate of 15%. Complete information
is computed and reported in conjunction with your Form 1099-DIV.

In addition, for corporate shareholders, a percentage of their ordinary income
distributions qualifies for the dividends-received deduction ("DRD").

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

QDI DRD-Eligible
Dividend Dividends
---------- --------------
Small-Cap Growth Fund ............ 2.52% 2.57%
Mid-Cap Fund ..................... 90.17% 87.56%

Pursuant to Section 852 of the Internal Revenue Code of 1986, as amended, the
Small-Cap Growth Fund and Mid-Cap Fund paid capital gain dividends (from net
long-term capital gains) during the fiscal year ended June 30, 2008 as follows:

Capital Gain Capital Gain
Per Share Distribution
------------- --------------
Small-Cap Growth Fund ............ $2.21 $21,461,060
Mid-Cap Fund ..................... 3.87 1,688,359

In January 2009, shareholders of the Funds will receive Federal income tax
information on all distributions paid to their accounts in the calendar year
2008, including any distributions paid between July 1, 2008 and December 31,
2008.

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, 2008 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 ROXBURY FUNDS
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 adviser, within the meaning of the
1940 Act. Each person who is not an "interested person" of the Trust's
investment adviser or the Trust within the meaning of the 1940 Act is referred
to as an "Independent Trustee" and is listed under such heading below.

Unless specified otherwise, the address of each Trustee and Officer as it
relates to the Trust is 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
Positions(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 45 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 69 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.

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

OFFICERS OF THE TRUST

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

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

JOHN R. QUEEN Chief Compliance Since June 2008 Chief Operating Officer
Age 43 Officer and Chief and Chief Compliance
Legal Officer Officer, Roxbury Capital
Management, since 2008;
Portfolio Manager,
Roxbury Capital
Management, from 2001 to
2007.

LANCE P. SIMPSON Treasurer Since June 2008 Controller, Roxbury
Age 29 Capital Management, since
2007; Accountant, Work
Rite Uniform, from 2005
to 2007; Negotiator,
Countrywide Financial,
from 2001 to 2005.

MICHAEL P. MALLOY Secretary Since May 2007 Partner in the law firm
Drinker Biddle & Drinker Biddle & Reath
Reath LLP LLP.
One Logan Square
18th & Cherry Streets
Philadelphia, PA
19103-6996
Age 48

KAREN LEW Assistant Treasurer Since March 2007 Director of
Age 48 Operations,Roxbury
Capital Management, LLC
since 1998.

LINDA WHITE Assistant Secretary Since April 2006 Manager of Administration
Age 53 and Anti-Money and Servicing, Roxbury
Laundering Compliance Capital Management, LLC
Officer since 1999.

- ---------------------------
(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.

------------------------
[THE ROXBURY FUNDS LOGO]
------------------------
DISCIPLINED INVESTING. INDEPENDENT THINKING.(TM)

JUNE 08

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, 2008 and
June 30, 2007 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 $27,500 and $26,000, respectively.

AUDIT-RELATED FEES

(b) The aggregate fees billed in the fiscal years ended June 30, 2008 and
June 30, 2007 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, 2008 and
June 30, 2007 for professional services rendered by the principal
accountant for tax compliance, tax advice, and tax planning are $3,000
and $3,000, respectively. Fees were for the review of federal and
state income tax returns and excise tax returns.

ALL OTHER FEES

(d) The aggregate fees billed in the fiscal years ended June 30, 2008 and
June 30, 2007 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 less than fifty percent.

(g) The aggregate non-audit fees billed by the registrant's accountant for
services rendered to the registrant, and rendered to the registrant's
investment adviser (not including any sub-adviser whose role is
primarily portfolio management and is subcontracted with or overseen
by another investment adviser), and any entity controlling, controlled
by, or under common control with the adviser that provides ongoing
services to the registrant for the fiscal years ended June 30, 2008
and June 30, 2007 of the registrant was $3,000 and $3,000,
respectively

(h) Not applicable.

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable.

ITEM 6. INVESTMENTS.

(a) Schedule of Investments in securities of unaffiliated issuers as of
the close of the reporting period is included as part of the report to
shareholders filed under Item 1 of this form.

(b) Not applicable.

ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END
MANAGEMENT INVESTMENT COMPANIES.

Not applicable.

ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable.

ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT
COMPANY AND AFFILIATED PURCHASERS.

Not applicable.

ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

There have been no material changes to the procedures by which the shareholders
may recommend nominees to the registrant's board of trustees, 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
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By (Signature and Title)* /s/ Brian C. Beh
-------------------------------------------------------
Brian C. Beh, President
(principal executive officer)

Date September 3, 2008
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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 September 3, 2008
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By (Signature and Title)* /s/ Lance Simpson
-------------------------------------------------------
Lance Simpson, Treasurer
(principal financial officer)

Date August 29, 2008
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* Print the name and title of each signing officer under his or her signature.