The Roxbury Funds
100 Wilshire Boulevard, Suite 1000
Santa Monica, CA 90401
October 22, 2008
VIA EDGAR TRANSMISSION
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Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Re: The Roxbury Funds (the "Trust")/Post-Effective Amendment No. 3 to
Registration Statement on Form N-1A (1933 Act Registration
No. 333-135573; 1940 Act Registration No. 811-21897)
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Ladies and Gentlemen:
Attached is a memorandum which summarizes the staff's comments on
Post-Effective Amendment No. 3 to the Trust's Registration Statement on Form
N-1A (the "Registration Statement") and the Trust's responses to such comments.
The Trust acknowledges that it is responsible for the adequacy and
accuracy of the disclosure in the Registration Statement. The Trust further
acknowledges that staff comments or changes to disclosure in response to staff
comments on the Registration Statement may not foreclose the Securities and
Exchange Commission (the "Commission") from taking any action with respect to
the Registration Statement. The Trust further acknowledges that it may not
assert staff comments as a defense in any proceeding initiated by the Commission
or any party under the federal securities laws of the United States of America.
Very truly yours,
The Roxbury Funds
By: /s/ Brian C. Beh
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Brian C. Beh
President
MEMORANDUM
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TO: Vincent J. Di Stefano, Esquire CC: Brian C. Beh
Linda White
Lance P. Simpson
John Queen
Michael P. Malloy
FROM: Michelle Lombardo
DATE: October 22, 2008
RE: The Roxbury Funds
(1933 Act Registration No. 333-135573; 1940 Act Registration
No. 811-21897) Comments on Registration Statement on Form N-1A
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This memorandum summarizes the comments on Post-Effective Amendment No. 3
to the Registration Statement on Form N-1A of The Roxbury Funds (the
"Registrant") which were conveyed by you by telephone and the Registrant's
responses.
1. COMMENT: Please add additional disclosure to the fee table for any
applicable fee waiver recoupment.
RESPONSE: There is currently no fee waiver recoupment.
2. COMMENT: Please add additional risk disclosure regarding high portfolio
turnover.
RESPONSE: Additional disclosure on high portfolio turnover for the
All-Cap Fund and Small-Cap Fund has been added to the "PRINCIPAL RISKS"
section beginning on page 3 of the Registrant's prospectus.
If you have any questions or comments about these responses, do not
hesitate to contact me at (215) 988-2867.