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)

Lance Simpson
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
--------------

Date of fiscal year end: June 30
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Date of reporting period: June 30, 2009
-------------

Form N-CSR is to be used by management investment companies to file reports with
the Commission not later than 10 days after the transmission to stockholders of
any report that is required to be transmitted to stockholders under Rule 30e-1
under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may
use the information provided on Form N-CSR in its regulatory, disclosure review,
inspection, and policymaking roles.

A registrant is required to disclose the information specified by Form N-CSR,
and the Commission will make this information public. A registrant is not
required to respond to the collection of information contained in Form N-CSR
unless the Form displays a currently valid Office of Management and Budget
("OMB") control number. Please direct comments concerning the accuracy of the
information collection burden estimate and any suggestions for reducing the
burden to Secretary, Securities and Exchange Commission, 100 F Street, NE,
Washington, DC 20549. The OMB has reviewed this collection of information under
the clearance requirements of 44 U.S.C. ss. 3507.

ITEM 1. REPORTS TO STOCKHOLDERS.

The Report to Shareholders is attached herewith.

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

ANNUAL REPORT
JUNE 30, 2009

SMALL-CAP GROWTH FUND

ALL-CAP FUND

TELEPHONE: (800) 497-2920

www.RoxburyFunds.com

THE ROXBURY FUNDS

TABLE OF CONTENTS

LETTER TO SHAREHOLDERS .................................................... 3
ROXBURY SMALL-CAP GROWTH FUND
Investment Review ...................................................... 4
Schedule of Investments ................................................ 6
ROXBURY ALL-CAP FUND
Investment Review ...................................................... 8
Schedule of Investments ................................................ 10
FUND EXPENSE EXAMPLES ..................................................... 12
FINANCIAL STATEMENTS
Statements of Assets and Liabilities ................................... 13
Statements of Operations ............................................... 14
Statements of Changes in Net Assets .................................... 15
FINANCIAL HIGHLIGHTS ...................................................... 16
NOTES TO FINANCIAL STATEMENTS ............................................. 18
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ................... 22
ADDITIONAL INFORMATION
Tax Information ........................................................ 23
TRUSTEES AND OFFICERS ..................................................... 24

LETTER TO SHAREHOLDERS

(PHOTO OF BRIAN C. BEH)
BRIAN C. BEH
President, The Roxbury Funds

DEAR SHAREHOLDERS,

The second quarter of 2009 began the way the first quarter ended, with a
strong rally moving US stocks up to double digit gains. A mixture of depressed
stock valuations, record amounts of cash on the sidelines, and hope that the US
economy might find a bottom in the second half of the year were enough to raise
optimism and propel investors to look to make money in the stock market. For the
quarter, Small and Mid Cap stocks bested Large Cap stocks. Growth style managers
well outpaced Value.

The smallest of the small caps were the biggest winners for the quarter
helping the Russell 2000 Index post its best quarter since the second quarter of
2003. The smallest market cap stocks were up over 60% for the quarter. That
compares to a 12% return for the largest of the small cap stocks in the index.
Additionally, stocks under $5 per share were up over 50% for the quarter while
stocks over $20 per share were up 9.5%.

For 2009, the Russell 2000 Growth Index is up 11.4% while the Russell 2000
Value Index is down over 5%. The weak performance by the Financial Services
sector and its weight in the Russell 2000 Value Index, along with the strong
results for Technology stocks and their overweight in the Russell 2000 Growth
Index were the primary factors for the significant difference in performance.
Roxbury's Small Cap Growth Fund has outperformed its Index by over 200 basis
points so far in 2009. Our team continues to find compelling opportunities in
the Technology and Healthcare sectors. Our two new team members, Nick Blankl and
David Swank, have integrated into Roxbury well and are adding considerable value
to our shareholders.

Despite the recent improvement in the stock market, there are many issues
that will continue to weigh on the economy and stocks. Historically stocks have
tended to anticipate recoveries before they take hold. However, given the
combination of higher unemployment, lower home prices, potentially higher
interest rates, and growing government deficits, a sustained recovery looks
difficult. That said, the ingenuity of small US companies continues. We will
continue to strive to identify tomorrow's leaders. Thank you for your continued
trust in us.

Sincerely,

/s/ Brian C. Beh
Brian C. Beh
President
The Roxbury Funds

THE ABOVE COMMENTS REFLECT THE INVESTMENT ADVISER'S VIEWS GENERALLY REGARDING
THE MARKET AND THE ECONOMY, WERE CURRENT AS OF THE DATE OF THIS LETTER, AND ARE
SUBJECT TO CHANGE AT ANY TIME.

SMALL-CAP GROWTH

ROXBURY SMALL-CAP GROWTH FUND

INVESTMENT REVIEW

Depressed stock valuations combined with hopes that the economic decline
was abating spurred investor confidence throughout the quarter. This renewed
optimism coupled with record cash balances parked in money-market funds provided
plenty of dry powder to fuel a market rally. All major stock indexes posted
double-digit gains with small-cap benchmarks appreciating more than 20% for the
three months ending June 30, 2009.

Although all market sectors rose in the period, a declining dollar and
Chinese stockpiling triggered rebounds in the energy and commodities-related
companies. Industrial, information technology and consumer discretionary stocks
advanced in anticipation of stronger economic growth to come later this year or
early next year. In addition, the strongest performing holdings within each
sector were dominated by smaller, low quality, low P/E and low price stocks.

The Russell 2000 Growth Index appreciated more than 23% in the second
quarter and has returned 11.4% so far this year. Roxbury's Small-Cap Growth Fund
held its own in the quarter by returning more than 22% and has advanced 13.4% on
a year-to-date basis. The rally has been led by lower quality, lower priced and
the smallest stocks in the index. The best performing sectors in the index
during the second quarter included materials, information technology and energy.
So far this year, leadership in the Russell 2000 Growth Index has come from
information technology, consumer discretionary, consumer staples and materials,
which have all posted double-digit returns.

The Roxbury Small-Cap Growth Fund's performance was positively impacted by
stock selection in healthcare, consumer staples and information technology while
our overweight position in consumer discretionary and information technology
added to our performance relative to the index. The portfolio was negatively
impacted by stock selection in consumer discretionary and industrials. According
to Merrill Lynch Investment Strategy Group, the average small-cap growth fund
returned 21.2% in the quarter and only 32% of active managers outperformed the
index for the quarter. On a year-to-date basis, the average small-cap growth
fund has advanced 11.4%, with 49% of active managers besting the benchmark.

We believe that our continuing investment philosophy of owning securities
of high quality, growing businesses at attractive valuations may provide clients
with the opportunity for superior risk-adjusted returns over the long run. In
fact, we believe slower growth environments ultimately play well into Roxbury's
quality focus. During tough times, it's the stronger companies that continue to
garner market share. Companies that exercised financial discipline over the past
few years are in a position today to acquire distressed competitors or assets at
bargain prices, repurchase their own shares at a discount, or otherwise deploy
capital at attractive returns. We believe that these well run businesses have
the potential to generate significant earnings growth in the future when the
economic recovery materializes.

TOP TEN HOLDINGS (UNAUDITED) % OF PORTFOLIO
- ---------------------------- --------------

Inverness Medical Innovations, Inc. 3.0%
Dendreon Corp. 3.0%
TNS, Inc. 3.0%
ResMed, Inc. 2.0%
PSS World Medical, Inc. 2.0%
Palm, Inc. 1.8%
Websense, Inc. 1.7%
Cogent Communications Group, Inc. 1.6%
Brocade Communications System, Inc. 1.6%
Whiting Petroleum Corp. 1.6%

SECTOR BREAKDOWN (UNAUDITED) % OF PORTFOLIO
- ---------------------------- --------------

Common Stocks
Information Technology 29.9%
Health Care 23.2%
Consumer Discretionary 16.7%
Industrials 9.9%
Financials 5.6%
Telecommunication Services 4.9%
Energy 2.6%
Consumer Staples 2.3%
Materials 1.3%
Short-Term Investments 3.6%
TOTAL 100.0%

PORTFOLIO STATISTICS (UNAUDITED)
- --------------------------------

Number of Holdings 85
Market Cap (wtd. median, mil.) $1,053
Price/Book Value (wtd. avg.) 2.3x
Price/Earnings (wtd. avg.) 25x
Beta 0.92
Standard Deviation 20.32%
Portfolio Turnover 159%

Portfolio holdings are subject to change at any time.

QUARTERLY PORTFOLIO HOLDINGS

Each Fund files a complete schedule of portfolio holdings with the Securities
and Exchange Commission (SEC) for the first and third quarters of each fiscal
year on Form N-Q. The Funds' Forms N-Qs are available electronically on the
SEC's website at www.sec.gov. Hard copies may be reviewed and copied at the
SEC's Public Reference Room in Washington, DC. For more information on the
Public Reference Room, call (202) 551-8090.

Very truly yours,

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

Brian Smoluch, CFA
Portfolio Manager/Analyst

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

(PERFORMANCE GRAPH)

Roxbury Small Cap Growth Fund Russell 2000(R)
-- Institutional Shares Growth Index
----------------------------- ---------------

1/2/2003 10000 10000
6/30/2003 12760 11933
6/30/2004 17184 15490
6/30/2005 17447 16759
6/30/2006 20616 19157
6/30/2007 23560 23023
6/30/2008 19303 20909
6/30/2009 14690 15101

The following table compares the performance of the Roxbury Small-Cap Growth
Fund and the Russell 2000(R) Growth Index for the periods ended June 30.

Average Annual Total Return For the Periods Ended June 30, 2009

SINCE
1 YEAR 5 YEARS INCEPTION(1)
------ ------- ------------

Roxbury Small-Cap Growth Fund Institutional Shares -23.90% -3.09% 6.10%
Russell 2000(R) Growth Index(2) -24.85% -1.32% 6.10%

FUND EXPENSE RATIOS(3): INSTITUTIONAL SHARES: GROSS 1.36%, NET 1.25%.

* PERFORMANCE QUOTED REPRESENTS PAST PERFORMANCE AND DOES NOT GUARANTEE
FUTURE RESULTS. INVESTMENT RETURN AND PRINCIPAL VALUE WILL FLUCTUATE.
SHARES, WHEN REDEEMED, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST.
CURRENT PERFORMANCE MAY BE LOWER OR HIGHER THAN THAT SHOWN HERE.
PERFORMANCE DATA CURRENT TO THE MOST RECENT MONTH-END IS AVAILABLE BY
CALLING 800-497-2960.

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.

(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, 2008 and may differ from the expense
ratios disclosed in the Financial Highlights tables in this report. Net
Expense: Expenses reduced by a contractual fee waiver through December 31,
2020. Gross expenses do not reflect the effect of a contractual fee waiver.

SMALL-CAP GROWTH

ROXBURY SMALL-CAP GROWTH FUND

SCHEDULE OF INVESTMENTS JUNE 30, 2009

Value
Shares (Note 2)
----------- -----------

COMMON STOCK -- 95.2%
CONSUMER DISCRETIONARY -- 16.5%
CASINOS & GAMING -- 1.3%
Bally Technologies, Inc.* ................. 33,270 $ 995,438
-----------
HOTELS, RESTAURANTS & LEISURE -- 2.9%
Cracker Barrel Old Country Store, Inc. .... 24,250 676,575
Sonic Corp.* .............................. 53,655 538,160
Texas Roadhouse, Inc. - Class A* .......... 92,685 1,011,193
-----------
2,225,928
-----------
HOUSEHOLD DURABLES -- 1.9%
Jarden Corp.* ............................. 42,650 799,688
Ryland Group, Inc. ........................ 39,070 654,813
-----------
1,454,501
-----------
LEISURE EQUIPMENT & PRODUCTS -- 0.5%
Pool Corp. ................................ 24,055 398,351
-----------
MULTILINE RETAIL -- 0.7%
Dollar Tree, Inc.* ........................ 12,785 538,249
-----------
SPECIALTY RETAIL -- 5.9%
Aaron Rents, Inc. ......................... 23,395 697,639
Advance Auto Parts, Inc. .................. 22,110 917,344
Cabela's, Inc.* ........................... 67,315 827,974
Gymboree Corp.* ........................... 27,630 980,312
PetSmart, Inc. ............................ 53,380 1,145,535
-----------
4,568,804
-----------
TEXTILES, APPAREL & LUXURY GOODS -- 3.3%
Deckers Outdoor Corp.* .................... 12,715 893,483
Iconix Brand Group, Inc.* ................. 70,180 1,079,368
Phillips-Van Heusen Corp. ................. 20,605 591,158
-----------
2,564,009
-----------
TOTAL CONSUMER DISCRETIONARY ................. 12,745,280
-----------
CONSUMER STAPLES -- 2.2%
FOOD & STAPLES RETAILING -- 0.8%
United Natural Foods, Inc.* ............... 23,849 626,036
-----------
PERSONAL PRODUCTS -- 1.4%
NBTY, Inc.* ............................... 39,140 1,100,617
-----------
TOTAL CONSUMER STAPLES ....................... 1,726,653
-----------
ENERGY -- 2.6%
OIL, GAS & CONSUMABLE FUELS -- 2.6%
Alpha Natural Resources, Inc.* ............ 30,060 789,676
Whiting Petroleum Corp.* .................. 34,020 1,196,143
-----------
1,985,819
-----------
TOTAL ENERGY ................................. 1,985,819
-----------
FINANCIALS -- 5.5%
CAPITAL MARKETS -- 2.3%
Affiliated Managers Group, Inc.* .......... 10,800 628,452
optionsXpress Holdings, Inc. .............. 75,330 1,169,875
-----------
1,798,327
-----------

Value
Shares (Note 2)
----------- -----------

COMMON STOCK -- continued
COMMERCIAL BANKS -- 0.2%
Umpqua Holdings Corp. ..................... 25,790 $ 200,130
-----------
CONSUMER FINANCE -- 0.8%
EZCORP, Inc. - Class A* ................... 55,715 600,608
-----------
INSURANCE -- 0.7%
Tower Group, Inc. ......................... 21,075 522,238
-----------
REAL ESTATE INVESTMENT TRUSTS -- 1.5%
Corporate Office Properties Trust ......... 39,335 1,153,696
-----------
TOTAL FINANCIALS ............................. 4,274,999
-----------
HEALTH CARE -- 22.9%
BIOTECHNOLOGY -- 5.0%
Dendreon Corp.* ........................... 92,120 2,289,182
Emergent Biosolutions, Inc.* .............. 40,600 581,798
United Therapeutics Corp.* ................ 12,050 1,004,126
-----------
3,875,106
-----------
HEALTH CARE EQUIPMENT & SUPPLIES -- 8.8%
American Medical Systems Holdings,
Inc.* .................................. 68,545 1,083,011
Cyberonics, Inc.* ......................... 23,115 384,403
IDEXX Laboratories, Inc.* ................. 16,755 774,081
Inverness Medical Innovations, Inc.* ...... 65,160 2,318,393
Quidel Corp.* ............................. 44,840 652,870
ResMed, Inc.* ............................. 38,710 1,576,658
-----------
6,789,416
-----------
HEALTH CARE PROVIDERS & SERVICES -- 5.4%
Henry Schein, Inc.* ....................... 19,415 930,949
HMS Holdings Corp.* ....................... 17,050 694,276
MEDNAX, Inc.* ............................. 24,025 1,012,173
PSS World Medical, Inc.* .................. 82,685 1,530,500
-----------
4,167,898
-----------
HEALTH CARE TECHNOLOGY -- 1.6%
Quality Systems, Inc. ..................... 10,350 589,536
SXC Health Solutions Corp.* ............... 24,805 630,543
-----------
1,220,079
-----------
LIFE SCIENCES TOOLS & SERVICES -- 2.1%
Illumina, Inc.* ........................... 24,470 952,862
Medivation, Inc.* ......................... 30,185 676,446
-----------
1,629,308
-----------
TOTAL HEALTH CARE ............................ 17,681,807
-----------
INDUSTRIALS -- 9.8%
COMMERCIAL SERVICES & SUPPLIES -- 5.2%
Aegean Marine Petroleum Network, Inc. ..... 53,860 813,286
Copart, Inc.* ............................. 19,665 681,785
GeoEye, Inc.* ............................. 47,720 1,124,283
Kenexa Corp.* ............................. 59,080 683,556
Waste Connections, Inc.* .................. 27,578 714,546
-----------
4,017,456
-----------

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

SCHEDULE OF INVESTMENTS JUNE 30, 2009 continued

Value
Shares (Note 2)
----------- -----------

COMMON STOCK -- continued
MACHINERY -- 0.8%
Navistar International Corp.* ............. 13,775 $ 600,590
-----------
ROAD & RAIL -- 3.8%
Genesee & Wyoming, Inc. - Class A* ........ 25,295 670,571
Landstar System, Inc. ..................... 29,815 1,070,657
Old Dominion Freight Line, Inc.* .......... 35,255 1,183,510
-----------
2,924,738
-----------
TOTAL INDUSTRIALS ............................ 7,542,784
-----------
INFORMATION TECHNOLOGY -- 29.5%
COMMUNICATIONS EQUIPMENT -- 4.4%
Cogo Group, Inc.* ......................... 95,295 568,911
DG FastChannel, Inc.* ..................... 41,700 763,110
Palm, Inc.* ............................... 82,850 1,372,825
Viasat, Inc.* ............................. 26,110 669,460
-----------
3,374,306
-----------
COMPUTERS & PERIPHERALS -- 2.5%
Brocade Communications Systems, Inc.* ..... 157,515 1,231,767
STEC, Inc.* ............................... 31,200 723,528
-----------
1,955,295
-----------
ELECTRONIC EQUIPMENT, INSTRUMENTS &
COMPONENTS -- 3.8%
IMAX Corp.* ............................... 55,610 451,553
Maxwell Technologies, Inc.* ............... 52,340 723,863
OSI Systems, Inc.* ........................ 48,953 1,020,670
Plexus Corp.* ............................. 35,320 722,647
-----------
2,918,733
-----------
INTERNET SOFTWARE & SERVICES -- 3.5%
Ariba, Inc.* .............................. 63,355 623,413
Equinix, Inc.* ............................ 11,255 818,689
Websense, Inc.* ........................... 72,290 1,289,654
-----------
2,731,756
-----------
IT SERVICES -- 5.8%
Euronet Worldwide, Inc.* .................. 37,715 731,294
Sapient Corp.* ............................ 115,100 723,979
SRA International, Inc. - Class A* ........ 42,890 753,148
TNS, Inc.* ................................ 121,960 2,286,750
-----------
4,495,171
-----------
SEMICONDUCTORS & SEMICONDUCTOR
EQUIPMENT -- 4.4%
Micron Technology, Inc.* .................. 73,065 369,709
Sigma Designs, Inc.* ...................... 47,370 759,815
Skyworks Solutions, Inc.* ................. 114,815 1,122,890
Veeco Instruments, Inc.* .................. 55,130 638,957
Verigy Ltd.* .............................. 42,260 514,304
-----------
3,405,675
-----------

Value
Shares (Note 2)
----------- -----------

COMMON STOCK -- continued
SOFTWARE -- 5.1%
ANSYS, Inc.* .............................. 19,016 $ 592,539
ArcSight, Inc.* ........................... 22,290 396,093
Macrovision Solutions Corp.* .............. 52,430 1,143,498
Micros Systems, Inc.* ..................... 29,818 754,992
Solera Holdings, Inc.* .................... 39,995 1,015,873
-----------
3,902,995
-----------
TOTAL INFORMATION TECHNOLOGY ................. 22,783,931
-----------
MATERIALS -- 1.3%
CHEMICALS -- 1.3%
Airgas, Inc. .............................. 24,720 1,001,901
-----------
TOTAL MATERIALS .............................. 1,001,901
-----------
TELECOMMUNICATION SERVICES -- 4.9%
DIVERSIFIED TELECOMMUNICATION SERVICES -- 4.0%
Atlantic Tele-Network, Inc. ............... 25,405 998,163
Cogent Communications Group, Inc.* ........ 153,381 1,250,055
Neutral Tandem, Inc.* ..................... 26,865 793,055
-----------
3,041,273
-----------
WIRELESS TELECOMMUNICATION SERVICES -- 0.9%
Clearwire Corp. - Class A* ................ 86,810 480,059
Syniverse Holdings, Inc.* ................. 14,265 228,668
-----------
708,727
-----------
TOTAL TELECOMMUNICATION SERVICES ............. 3,750,000
-----------
TOTAL COMMON STOCK
(COST $63,066,673) ........................ 73,493,174
-----------
SHORT-TERM INVESTMENTS -- 3.5%
BlackRock Liquidity Funds TempCash
Portfolio - Institutional Series
(seven day effective yield 0.517%) ..... 1,356,951 1,356,951
BlackRock Liquidity Funds TempFund
Portfolio - Institutional Series
(seven day effective yield 0.213%) ..... 1,356,950 1,356,950
-----------
TOTAL SHORT-TERM INVESTMENTS
(COST $2,713,901) ......................... 2,713,901
-----------
TOTAL INVESTMENTS -- 98.7%
(COST $65,780,574)+ ....................... 76,207,075
OTHER ASSETS IN EXCESS OF LIABILITIES --
1.3% ...................................... 976,134
-----------
NET ASSETS -- 100.0% ......................... $77,183,209
===========

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

+ The cost for Federal income tax purposes is $70,005,204. As of June 30,
2009, net unrealized appreciation was $6,201,871. This consisted of
aggregate gross unrealized appreciation for all securities for which there
was an excess of market value over tax cost of $11,978,290 and aggregate
gross unrealized depreciation for all securities for which there was an
excess of tax cost over market value of $5,776,419.

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

ALL-CAP

ROXBURY ALL-CAP FUND (formerly, the Mid-Cap Fund)

INVESTMENT REVIEW

Although all market sectors rose in the period, financial service stocks
skyrocketed after an averted collapse of the banking system. A declining dollar
and Chinese stockpiling triggered rebounds in the energy and commodities-related
companies. Industrial, technology and consumer discretionary stocks advanced in
anticipation of stronger economic growth to come later this year or early next
year. In addition, the strongest performing holdings within each sector were
dominated by smaller, low quality, low P/E and low price stocks. Roxbury's
All-Cap Fund appreciated 14% during the quarter, slightly behind the Russell
3000 Index. The Fund is up approximately 2% for the calendar year, versus the
Russell 3000 which is up 4%. The Fund underperformed its benchmark over the
one-year period because it was overweighted in value stocks and/or dividend
paying stocks. The biggest positive contributor to the Fund's performance for
the quarter ended June 30, 2009 was its overweight in the financial services
sector which was the best performing sector for that quarter.

The environment today is challenging. The global recession continues, but
the pace of decline is slowing. There are reasons to believe that a recovery is
coming based on stimulus spending, easier comparisons, and the draw-down of
excess inventories. But the strength of the subsequent rebound is in question,
and likely the U.S. will be experiencing another jobless recovery, at least for
the near term.

We believe slower growth environments ultimately play well into Roxbury's
quality focus. During tough times, it's the stronger companies that continue to
garner market share. Focused managements, low-cost production, technology
advantages, regulatory requirements/restrictions, and other competitive barriers
are critical to success. Companies that exercised financial discipline over the
past few years are in a position today to acquire distressed competitors or
assets at bargain prices, repurchase their own shares at a discount, or
otherwise deploy capital at attractive returns.

The recent bull rally has helped suppress the earlier panic by investors,
and has calmed many of the general public's fears. Consumer and business
confidence have been improving, but remain at low levels. Valuations still look
attractive for the long-term investor, but the recent rally has reduced the
number of bargains that were available just three months ago.

Historically, stocks have tended to anticipate recoveries before they take
hold. Given the fragile state of affairs, another market correction is possible,
especially if the anticipated recovery is delayed. As always, we encourage
investors to take a long-term view, especially given the opportunities we see
today from a bottom-up, fundamental perspective.

TOP TEN HOLDINGS (UNAUDITED) % OF PORTFOLIO
- ---------------------------- --------------

Banco Macro SA - ADR 3.2%
Telvent GIT SA 3.1%
Perdigao SA - ADR 2.9%
Calumet Specialty Products Partners LP 2.7%
Shinhan Financial Group Co., Ltd. - ADR 2.7%
The McGraw-Hill Cos., Inc. 2.6%
American Financial Group, Inc. 2.6%
Agree Realty Corp. 2.6%
Scholastic Corp. 2.5%
Enerplus Resources Fund 2.5%

SECTOR BREAKDOWN (UNAUDITED) % OF PORTFOLIO
- ---------------------------- --------------

Common Stocks
Financials 20.6%
Consumer Discretionary 18.9%
Consumer Staples 17.9%
Energy 15.8%
Industrials 7.0%
Utilities 5.7%
Information Technology 5.3%
Telecommunication Services 4.4%
Health Care 4.4%
TOTAL 100.0%

PORTFOLIO STATISTICS (UNAUDITED)
- --------------------------------

Number of Holdings 46
Market Cap (wtd. median, bil.) $1,680
Price/Book Value (wtd. avg.) 1.3x
Price/Earnings (wtd. avg.) 9.7x
Beta* 0.91
Standard Deviation* 28.34%
Portfolio Turnover 321%

Portfolio holdings are subject to change at any time.

* Effective November 1, 2008, the Fund changed its name to the All-Cap Fund
as well as its strategies and changed its benchmark from the Russell
Mid-Cap Growth(R) Index to the Russell 3000(R) Index. As a result, the Beta
and Standard Deviation reflect the impact of this change.

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' Forms N-Qs
are available electronically on the SEC's website at www.sec.gov. Hard copies
may be reviewed and copied at the SEC's Public Reference Room in Washington, DC.
For more information on the Public Reference Room, call (202) 551-8090.

Very truly yours,

Jeffrey A. Sexton
Portfolio Manager

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

(PERFORMANCE GRAPH)

Roxbury All-Cap Fund Russell
-- Institutional Shares 3000 Index
----------------------- ----------

2/8/2005 10000 10000
6/30/2005 10157 10083
6/30/2006 11359 10978
6/30/2007 12736 13177
6/30/2008 10818 11510
6/30/2009 8054 8451

The following table compares the performance of the Roxbury All-Cap Fund and the
Russell 3000(R) Index for the periods ended June 30.

Average Annual Total Return For the Periods Ended June 30, 2009

SINCE
1 YEAR 5 YEARS INCEPTION(1)
------ ------- ------------

Roxbury All-Cap Fund Institutional Shares -25.55% NA -4.81%
Russell 3000(R) Index(2) -26.56% -1.84% -3.62%
Russell MidCap(R) Growth Index(3) -30.33% -0.44% -2.29%

FUND EXPENSE RATIOS(4) : INSTITUTIONAL SHARES: GROSS 4.94%, NET 1.30%.

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.

Prior to November 1, 2008, the Fund was named the Roxbury Mid-Cap Fund and
operated under a different strategy. The performance of the All-Cap Fund is
based upon the Roxbury Mid-Cap Fund returns restated to reflect the
expenses of the All-Cap Fund and is not necessarily indicative of the
future performance of the All-Cap Fund.

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

(1) The Institutional Shares commenced operations on February 8, 2005.

(2) The Russell 3000(R) Index measures the performance of the largest 3,000
U.S. companies representing approximately 98% of the investable U.S. equity
market. The All-Cap Fund's benchmark is being changed to the Russell
3000(R) Index to provide a more accurate comparison to the investment
strategy.

(3) The Russell MidCap Growth(R) 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 smallest 800 stocks in the Russell 1000(R) Index. The Russell 1000(R)
Index represents the larger capitalization segment of the U.S. equity
market.

(4) The expense ratios of the Fund are set forth according to the prospectus
for the Fund effective November 1, 2008 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 a contractual fee
waiver.

ALL-CAP

ROXBURY ALL-CAP FUND

SCHEDULE OF INVESTMENTS JUNE 30, 2009

Value
Shares (Note 2)
----------- -----------

COMMON STOCK -- 99.0%
CONSUMER DISCRETIONARY -- 18.7%
HOTELS, RESTAURANTS & LEISURE -- 6.0%
Brinker International, Inc. ............... 6,033 $ 102,742
Cracker Barrel Old Country Store, Inc. .... 3,345 93,326
Darden Restaurants, Inc. .................. 2,751 90,728
-----------
286,796
-----------
MEDIA -- 10.9%
Interactive Data Corp. .................... 3,673 84,993
Pearson PLC - SP ADR ...................... 9,081 91,809
Scholastic Corp. .......................... 5,928 117,315
Shaw Communication, Inc. - Class B ........ 5,881 99,154
The McGraw-Hill Cos., Inc. ................ 4,105 123,601
-----------
516,872
-----------
SPECIALTY RETAIL -- 1.8%
The Cato Corp. - Class A .................. 5,049 88,055
-----------
TOTAL CONSUMER DISCRETIONARY ................. 891,723
-----------
CONSUMER STAPLES -- 17.7%
FOOD & STAPLES RETAILING -- 4.2%
Delhaize Group - SP ADR ................... 1,480 104,310
Weis Markets, Inc. ........................ 2,923 97,979
-----------
202,289
-----------
FOOD PRODUCTS -- 13.5%
ConAgra Foods, Inc. ....................... 5,298 100,980
Del Monte Foods Co. ....................... 12,302 115,393
Flowers Foods, Inc. ....................... 4,052 88,496
Hormel Foods Corp. ........................ 3,000 103,620
Lancaster Colony Corp. .................... 2,154 94,927
Perdigao SA - ADR* ........................ 3,592 137,142
-----------
640,558
-----------
TOTAL CONSUMER STAPLES ....................... 842,847
-----------
ENERGY -- 15.7%
ENERGY EQUIPMENT & SERVICES -- 2.2%
Tidewater, Inc. ........................... 2,399 102,845
-----------
OIL, GAS & CONSUMABLE FUELS -- 13.5%
Calumet Specialty Products Partners LP .... 8,389 130,029
Enbridge, Inc. ............................ 3,285 114,088
Enerplus Resources Fund ................... 5,459 117,314
LUKOIL - SP ADR ........................... 2,384 106,565
OSG America LP ............................ 12,185 81,518
Sunoco Logistics Partners LP .............. 1,730 93,801
-----------
643,315
-----------
TOTAL ENERGY ................................. 746,160
-----------

Value
Shares (Note 2)
----------- -----------

COMMON STOCK -- continued
FINANCIALS -- 20.4%
COMMERCIAL BANKS -- 9.9%
Banco Macro SA - ADR* ..................... 9,415 $ 152,429
Park National Corp. ....................... 1,651 93,248
Prosperity Bancshares, Inc. ............... 3,340 99,632
Shinhan Financial Group Co., Ltd. - ADR ... 2,497 126,923
-----------
472,232
-----------
INSURANCE -- 7.8%
American Financial Group, Inc. ............ 5,700 123,006
EMC Insurance Group, Inc. ................. 4,181 87,006
RLI Corp. ................................. 1,846 82,701
Unitrin, Inc. ............................. 6,549 78,719
-----------
371,432
-----------
REAL ESTATE INVESTMENT TRUSTS -- 2.7%
Agree Realty Corp. ........................ 6,668 122,224
One Liberty Properties, Inc. .............. 754 4,336
-----------
126,560
-----------
TOTAL FINANCIALS ............................. 970,224
-----------
HEALTH CARE -- 4.3%
HEALTH CARE TECHNOLOGY -- 2.3%
Computer Programs & Systems, Inc. ......... 2,852 109,260
-----------
PHARMACEUTICALS -- 2.0%
Sanofi-Aventis SA - ADR ................... 3,234 95,371
-----------
TOTAL HEALTH CARE ............................ 204,631
-----------
INDUSTRIALS -- 6.9%
AEROSPACE & DEFENSE -- 2.4%
Applied Signal Technology, Inc. ........... 4,417 112,678
-----------
BUILDING PRODUCTS -- 2.2%
Apogee Enterprises, Inc. .................. 8,518 104,771
-----------
MARINE -- 2.3%
Navios Maritime Partners LP ............... 11,181 111,810
-----------
TOTAL INDUSTRIALS ............................ 329,259
-----------
INFORMATION TECHNOLOGY -- 5.2%
IT SERVICES -- 3.1%
Telvent GIT SA ............................ 6,726 145,752
-----------
SEMICONDUCTORS & SEMICONDUCTOR
EQUIPMENT -- 2.1%
Intersil Corp. - Class A .................. 8,182 102,848
-----------
TOTAL INFORMATION TECHNOLOGY ................. 248,600
-----------

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

SCHEDULE OF INVESTMENTS JUNE 30, 2009 continued

Value
Shares (Note 2)
----------- -----------

COMMON STOCK -- continued
TELECOMMUNICATION SERVICES -- 4.4%
DIVERSIFIED TELECOMMUNICATION SERVICES -- 4.4%
Hellenic Telecommunication Organization
SA - SP ADR ............................ 12,186 $ 93,223
Portugal Telecom SGPS SA - SP ADR ......... 11,677 114,084
-----------
207,307
-----------
TOTAL TELECOMMUNICATION SERVICES ............. 207,307
-----------
UTILITIES -- 5.7%
GAS UTILITIES -- 1.7%
The Laclede Group, Inc. ................... 2,458 81,433
-----------
INDEPENDENT POWER PRODUCERS & ENERGY
TRADERS -- 2.0%
Huaneng Power International,
Inc. - SP ADR .......................... 3,351 94,063
-----------
MULTI-UTILITIES -- 2.0%
NSTAR ..................................... 2,946 94,596
-----------
TOTAL UTILITIES .............................. 270,092
-----------
TOTAL COMMON STOCK
(COST $4,187,164) ......................... 4,710,843
-----------
TOTAL INVESTMENTS -- 99.0%
(COST $4,187,164)+ ........................ 4,710,843
OTHER ASSETS IN EXCESS OF
LIABILITIES -- 1.0% ....................... 49,288
-----------
NET ASSETS -- 100.0% ......................... $ 4,760,131
===========

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

+ The cost for Federal income tax purposes is $4,191,296. As of June 30,
2009, net unrealized appreciation was $519,547. This consisted of aggregate
gross unrealized appreciation for all securities for which there was an
excess of market value over tax cost of $625,214 and aggregate gross
unrealized depreciation for all securities for which there was an excess of
tax cost over market value of $105,667.

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.

- 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.

- 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, 2009 TO JUNE 30, 2009

EXPENSE TABLES

Beginning Ending Expenses
Account Account Annualized Paid
Value Value Expense During
01/01/09 06/30/09 Ratio Period*
--------- --------- ---------- --------

Roxbury Small-Cap Growth Fund - Institutional Shares
Actual Fund Return .................................... $1,000.00 $1,132.70 1.25% $6.61
Hypothetical 5% Return Before Expenses ................ 1,000.00 1,018.52 1.25 6.28
Roxbury All-Cap Fund - Institutional Shares
Actual Fund Return .................................... $1,000.00 $1,019.20 1.30% $6.51
Hypothetical 5% Return Before Expenses ................ 1,000.00 1,018.27 1.30 6.53

- ----------
* 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 365.

FINANCIAL STATEMENTS

STATEMENTS OF ASSETS AND LIABILITIES
June 30, 2009

Small-Cap All-Cap
Growth Fund Fund
------------ -----------

ASSETS:
Investment in securities, at value* .................................... $ 76,207,075 $ 4,710,843
Receivable for fund shares sold ........................................ 24,105 32
Receivable for investments sold ........................................ 2,570,761 166,426
Receivable from Advisor ................................................ -- 2,814
Dividends and interest receivable ...................................... 31,862 18,311
Other assets ........................................................... 48,987 3,129
------------ -----------
Total assets ........................................................... 78,882,790 4,901,555
------------ -----------
LIABILITIES:
Cash overdraft ......................................................... -- 117,685
Payable for fund shares redeemed ....................................... 7,017 --
Payable for investments purchased ...................................... 1,579,527 --
Accrued advisory fee ................................................... 45,054 --
Other accrued expenses ................................................. 67,983 23,739
------------ -----------
Total liabilities ...................................................... 1,699,581 141,424
------------ -----------
NET ASSETS ............................................................. $ 77,183,209 $ 4,760,131
============ ===========
NET ASSETS CONSIST OF:
Paid-in capital ........................................................ $141,612,498 $ 5,141,597
Undistributed net investment income (accumulated loss) ................. (10,326) 99,535
Accumulated net realized loss on investments ........................... (74,845,464) (1,004,680)
Net unrealized appreciation of investments ............................. 10,426,501 523,679
------------ -----------
NET ASSETS ............................................................. $ 77,183,209 $ 4,760,131
============ ===========
NET ASSETS BY SHARE CLASS:
Institutional Shares ................................................ $ 77,183,209 $ 4,760,131
============ ===========
SHARES OF BENEFICIAL INTEREST OUTSTANDING:
($0.01 par value, unlimited authorized shares):
Institutional Shares ................................................ 7,118,828 4,496,700
PER SHARE:
Institutional Shares (net asset value, offering and redemption price) $ 10.84 $ 1.06
============ ===========
* Investments at cost ............................................... $ 65,780,574 $ 4,187,164
============ ===========

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

THE ROXBURY FUNDS

FINANCIAL STATEMENTS continued

STATEMENTS OF OPERATIONS
For the Year Ended June 30, 2009

Small-Cap All-Cap
Growth Fund Fund
------------ ---------

INVESTMENT INCOME:
Dividends .............................................................. $ 388,695 $ 234,415
Interest ............................................................... 489 2,293
Foreign tax withheld ................................................... (3,254) (6,941)
------------ ---------
Total investment income ............................................. 385,930 229,767
------------ ---------
EXPENSES:
Advisory fees .......................................................... 1,059,490 26,209
Administration and accounting fees ..................................... 123,009 37,935
Professional fees ...................................................... 88,999 13,987
Transfer agent fees .................................................... 73,197 25,815
Trustees' fees ......................................................... 33,799 1,201
Registration fees ...................................................... 30,444 3,150
Custody fees ........................................................... 30,058 10,141
Shareholder service fees ............................................... 26,494 783
Reports to shareholders ................................................ 19,580 690
Other .................................................................. 67,794 3,505
------------ ---------
Total expenses before fee waivers and expense reimbursements ........ 1,552,864 123,416
Advisory fees waived/expenses reimbursed ............................ (228,186) (77,950)
------------ ---------
Total expenses, net ................................................. 1,324,678 45,466
------------ ---------
Net investment income (loss) ........................................... (938,748) 184,301
------------ ---------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized loss on investments ....................................... (47,344,532) (974,878)
Change in unrealized appreciation (depreciation) on investments ........ (1,211,701) 598,116
------------ ---------
Net loss on investments ................................................ (48,556,233) (376,762)
------------ ---------
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS ...................... $(49,494,981) $(192,461)
============ =========

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

STATEMENTS OF CHANGES IN NET ASSETS

Small-Cap All-Cap
Growth Fund Fund
--------------------------- -------------------------
For the Years For the Years
Ended June 30, Ended June 30,
--------------------------- -------------------------
2009 2008 2009 2008
------------ ------------ ----------- -----------

INCREASE (DECREASE) IN NET ASSETS:
Operations:
Net investment income/(loss) ...................................... $ (938,748) $ (1,421,038) $ 184,301 $ (7,773)
Net realized gain/(loss) on investments ........................... (47,344,532) (20,928,917) (974,878) 335,790
Net change in unrealized appreciation/
(depreciation) on investments .................................. (1,211,701) (13,432,400) 598,116 (728,314)
------------ ------------ ----------- -----------
Net decrease in net assets resulting from operations ................. (49,494,981) (35,782,355) (192,461) (400,297)
------------ ------------ ----------- -----------
Distributions to shareholders from:
Net investment income:
Institutional shares ........................................... -- -- (74,438) --
------------ ------------ ----------- -----------
Tax return of capital:
Institutional shares ........................................... (30,722) -- -- --
------------ ------------ ----------- -----------
(30,722) -- (74,438) --
------------ ------------ ----------- -----------
Net realized gains:
Institutional shares ........................................... -- (29,259,304) (10,097) (630,494)
Investor shares ................................................ -- (186,324) (586) (1,081,720)
------------ ------------ ----------- -----------
-- (29,445,628) (10,683) (1,712,214)
------------ ------------ ----------- -----------
Total Distributions .................................................. (30,722) (29,445,628) (85,121) (1,712,214)
------------ ------------ ----------- -----------
Fund share transactions (Note 5):
Proceeds from shares sold ......................................... 16,325,857 46,885,232 5,400,913 202,397
Cost of shares issued on reinvestment of distributions ............ 23,098 28,334,093 76,268 1,606,194
Cost of shares redeemed ........................................... (58,985,552) (59,166,024) (1,272,370) (4,157,107)
------------ ------------ ----------- -----------
Net increase/(decrease) in net assets from Fund share transactions ... (42,636,597) 16,053,301 4,204,811 (2,348,516)
------------ ------------ ----------- -----------
Total increase/(decrease) in net assets .............................. (92,162,300) (49,174,682) 3,927,229 (4,461,027)
NET ASSETS:
Beginning of year ................................................. 169,345,509 218,520,191 832,902 5,293,929
------------ ------------ ----------- -----------
End of year ....................................................... $ 77,183,209 $169,345,509 $ 4,760,131 $ 832,902
============ ============ =========== ===========
Undistributed net investment income (accumulated loss) ............... $ (10,326) $ (10,326) $ 99,535 $ (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,
------------------------------------------------------
2009 2008 2007 2006 2005
------- -------- -------- -------- --------

SMALL-CAP GROWTH FUND -- INSTITUTIONAL SHARES(3)
NET ASSET VALUE -- BEGINNING OF YEAR .......................... $ 14.25 $ 20.69 $ 19.62 $ 16.66 $ 16.75
------- -------- -------- -------- --------
INVESTMENT OPERATIONS:
Net investment loss(1) ..................................... (0.10) (0.13) (0.19) (0.15) (0.17)
Net realized and unrealized gain/(loss) on investments ..... (3.31) (3.27) 2.87 3.17 0.43
------- -------- -------- -------- --------
Total from investment operations ........................ (3.41) (3.40) 2.68 3.02 0.26
------- -------- -------- -------- --------
DISTRIBUTIONS:
From net realized gains .................................... -- (3.04) (1.61) (0.06) (0.35)
From tax return of capital ................................. --(4) -- -- -- --
------- -------- -------- -------- --------
Total distributions ........................................ -- (3.04) (1.61) (0.06) (0.35)
------- -------- -------- -------- --------
NET ASSET VALUE -- END OF YEAR ................................ $ 10.84 $ 14.25 $ 20.69 $ 19.62 $ 16.66
======= ======== ======== ======== ========
TOTAL RETURN .................................................. (23.90)% (18.07)% 14.28% 18.17% 1.53%
RATIOS (TO AVERAGE NET ASSETS)/SUPPLEMENTAL DATA:(2)
Expenses:
Including waivers/reimbursements ........................ 1.25% 1.25% 1.25% 1.24% 1.36%
Excluding waivers/reimbursements ........................ 1.47% 1.36% 1.26% 1.25% 1.37%
Net investment loss ..................................... (0.89)% (0.77)% (0.95)% (0.78)% (1.04)%
Portfolio turnover rate ....................................... 163% 167% 159% 144% 161%
Net assets at the end of year (000 omitted) ................... $77,183 $168,873 $217,391 $198,835 $147,907

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

(4) Amount is less than $0.01.

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

For the Period
For the Years Ended June 30, February 8, 2005(1)
------------------------------------- through
2009 2008 2007 2006 June 30, 2005
------- ------- ------ ------ -------------------

ALL-CAP FUND -- INSTITUTIONAL SHARES(4)
NET ASSET VALUE -- BEGINNING OF PERIOD ........................ $ 1.48 $ 5.89 $ 6.30 $ 5.84 $ 5.75
------- ------- ------ ------ ------
INVESTMENT OPERATIONS:
Net investment income/(loss)(2) . ................... 0.05 --(5) (0.03) (0.04) (0.02)
Net realized and unrealized gain/(loss) on investments ..... (0.43) (0.48) 0.71 0.72 0.11
------- ------- ------ ------ ------
Total from investment operations ........................ (0.38) (0.48) 0.68 0.68 0.09
------- ------- ------ ------ ------
DISTRIBUTIONS:
From net investment income ................................. (0.02) -- -- -- --
From net realized gains .................................... (0.02) (3.93) (1.09) (0.22) --
------- ------- ------ ------ ------
Total distributions ........................................ (0.04) (3.93) (1.09) (0.22) --
------- ------- ------ ------ ------
NET ASSET VALUE -- END OF PERIOD .............................. $ 1.06 $ 1.48 $ 5.89 $ 6.30 $ 5.84
======= ======= ====== ====== ======
TOTAL RETURN .................................................. (25.55)% (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% 1.30%*
Excluding waivers/reimbursements ........................ 3.49% 4.94% 1.99% 2.09% 3.50%*
Net investment income/(loss) ............................ 5.30% (0.14)% (0.57)% (0.63)% (0.86)%*
Portfolio turnover rate ....................................... 331% 85% 94% 110% 110%**
Net assets at the end of period (000 omitted) ................. $ 4,760 $ 774 $1,051 $ 907 $1,079

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

** Not annualized

(1) Commencement of operations.

(2) The net investment income/(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.

THE ROXBURY FUNDS

NOTES TO FINANCIAL STATEMENTS

1. DESCRIPTION OF THE FUNDS. Roxbury Small-Cap Growth Fund ("Small-Cap Growth
Fund") and Roxbury All-Cap Fund ("All-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.

As of June 30, 2009, each Fund offers one class of shares: Institutional
Shares. The Investor class for the All-Cap (formerly, Mid-Cap Fund) and
Small-Cap Growth Funds closed effective October 31, 2008.

Effective November 1, 2008, the name of the Roxbury Mid-Cap Fund
(Institutional class) was changed to Roxbury All-Cap Fund (Institutional
class).

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.

Effective as of the commencement of investment operations on July 1, 2008,
the Funds adopted Financial Accounting Standards Board Statement of
Financial Accounting Standards No. 157 ("SFAS 157"). This standard
clarifies the definition of fair value for financial reporting, establishes
a framework for measuring fair value and requires additional disclosures
about the use of fair value measurements. The three levels of the fair
value hierarchy under SFAS 157 are described below:

- Level 1 -- quoted prices in active markets for identical securities

- Level 2 -- other significant observable inputs (including quoted
prices for similar securities, interest rates, prepayment speeds,
credit risk, etc.)

- Level 3 -- significant unobservable inputs (including the Fund's own
assumptions in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily
an indication of the risk associated with investing in those securities.

In April 2009, FASB issued FASB Staff Position No. 157-4, Determining Fair
Value when the Volume and Level of Activity for the Asset or Liability Have
Significantly Decreased and Identifying Transactions That Are Not Orderly
("FSP 157-4"). The Funds have adopted FSP 157-4 effective with the June 30,
2009 annual report. FSP 157-4 provides additional guidance for estimating
fair value in accordance with SFAS 157, when the volume and level of
activity for the asset or liability have significantly decreased. FSP 157-4
also includes guidance on identifying circumstances that indicate a
transaction is not orderly. FSP 157-4 requires entities to describe the
inputs used in valuation techniques used to measure fair value and changes
in inputs over the period. FSP 157-4 expands the three-level hierarchy
disclosure and the level three roll-forward disclosure for each major
security type as described in paragraph 19 of FAS No. 115, Accounting for
Certain Investments in Debt and Equity Securities.

The following is a summary of the inputs used, as of June 30, 2009, in
valuing the Fund's assets carried at fair value:

INVESTMENTS IN SECURITIES
--------------------------
SMALL-CAP
VALUATION INPUTS GROWTH FUND ALL-CAP FUND
- ---------------- ----------- ------------

Level 1 -- Quoted Prices* $76,207,075 $4,710,843
Level 2 -- Other Significant Observable Inputs -- --
Level 3 -- Significant Unobservable Inputs -- --
----------- ----------
Total $76,207,075 $4,710,843
=========== ==========

* Level 1 securities consist of common stocks and money market mutual funds.
See Schedules of Investments.

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.

FASB Interpretation No. 48 ("FIN 48"), Accounting for Uncertainty in Income
Taxes, sets forth a minimum threshold for financial statement recognition
of the benefit of a tax position taken or expected to be taken in a tax
return. Management has analyzed the Funds' tax positions and has concluded
that no provision for income tax is required in the Funds' financial
statements. The Funds are not aware of any tax positions for which it is
reasonably possible that the total amounts of unrecognized tax benefits
will significantly change in the next twelve months. Each of the Funds'
federal tax returns for the prior three fiscal years remains subject to
examination by the Internal Revenue Service.

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 or other relative basis.

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 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
All-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
All-Cap Fund
Institutional Shares ...... 1.30% 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 Funds pay each Trustee who is
not an interested person of the Funds a fee of $5,000 per year plus $2,000
for each Board meeting attended in person and $200 for each special Board
or committee meeting attended by telephone. Each Trustee is reimbursed for
reasonable out-of-pocket expenses incurred in connection with attendance at
Board or committee meetings. The Chairman is paid an additional fee of
$1,000 per year. Trustees of the Funds who are employees or Officers of
Roxbury do not receive any compensation from the Funds.

THE ROXBURY FUNDS

NOTES TO FINANCIAL STATEMENTS continued

SHAREHOLDER SERVICING FEES. For the period July 1, 2008 through October 30,
2008, the Trustees had adopted a Shareholder Servicing Plan which allowed
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 All-Cap Funds paid 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,
2009, purchases and sales of investment securities (excluding short-term
investments) were as follows:

Small-Cap All-Cap
Growth Fund Fund
------------ -----------

Purchases ................................ $173,565,472 $15,302,587
Sales .................................... 215,700,960 10,998,934

5. FUND SHARE TRANSACTIONS. Transactions in shares of beneficial interest for
the year ended June 30, 2009 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 ..................................... 1,541,220 $ 16,322,357 257 $ 3,500
Issued on reinvestment of distributions .. 2,680 23,098 -- --
Redeemed ................................. (6,271,964) (58,620,389) (33,801) (365,163)
---------- ------------ ------- ---------
Net Decrease ............................. (4,728,064) $(42,274,934) (33,544) $(361,663)
========== ============ ======= =========
All-Cap Fund
Sold ..................................... 5,094,567 $ 5,400,913 -- $ --
Issued on reinvestment of distributions .. 77,819 75,682 569 586
Redeemed ................................. (1,199,884) (1,221,762) (41,594) (50,608)
--------- ------------ ------- ---------
Net Increase/(Decrease) .................. 3,972,502 $ 4,254,833 (41,025) $ (50,022)
========= ============ ======= =========

Transactions in shares of beneficial interest for 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)
========== ============ ========== ===========
All-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)
========== ============ ========== ===========

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. Accordingly, the
character of distributions and composition of net assets for tax purposes
may differ from those reflected in the accompanying financial statements.
To the extent these differences are permanent, such amounts are
reclassified within the capital accounts based on the tax treatment;
temporary differences do not require such reclassification. On June 30,
2009, the following reclassifications were made within the capital accounts
to reflect permanent differences relating to net operating losses.

Small-Cap All-Cap
Growth Fund Fund
----------- -------

Paid-in Capital ...................................... $(938,748) $--
Undistributed net investment income (loss) ........... 938,748 (2)
Accumulated net realized gain (loss) on investments .. -- 2

The tax character of distributions paid during the years ended June 30, 2009 and
June 30, 2008 was as follows:

Small-Cap All-Cap
Growth Fund Fund
----------- ----------

Year ended June 30, 2009
Ordinary income ...................................... $ -- $ 74,438
Long-term capital gains .............................. -- 10,683
Return of capital .................................... 30,722 --
----------- ----------
Total distributions ............................... $ 30,722 $ 85,121
=========== ==========
Year ended June 30, 2008
Ordinary income ...................................... $ 7,984,568 $ 22,098
Long-term capital gains .............................. 21,461,060 1,690,116
----------- ----------
Total distributions ............................... $29,445,628 $1,712,214
=========== ==========

Dividends from net investment income and short-term capital gains are treated as
ordinary income dividends for federal tax purposes.

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

For the fiscal year ended June 30, 2009, the Small-Cap Growth Fund and the
All-Cap Fund incurred post-October capital losses of $33,157,128 and $961,393,
respectively.

As of June 30, 2009, the components of accumulated earnings on a tax basis were
as follows:

Small-Cap All-Cap
Growth Fund Fund
------------ ---------

Undistributed ordinary income ........................ $ -- $ 109,861
Capital loss carryforwards ........................... (37,463,706) (39,155)
Post-October capital losses .......................... (33,157,128) (961,393)
Net unrealized appreciation on investments ........... 6,201,871 519,547
Other temporary differences .......................... (10,326) (10,326)
------------ ---------
Total accumulated deficit ............................ $(64,429,289) $(381,466)
============ =========

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

For federal income tax purposes, capital loss carryforwards are available
to offset future capital gains. As of June 30,2009, the Small-Cap Growth
Fund and the All-Cap Fund had $37,463,706 and $39,155, respectively, that
will expire on June 30, 2017.

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 dependent on claims that may
be made against the Funds in the future, and therefore, cannot be
estimated; however, based on experience, the risk of material loss for such
claims is considered remote.

8. SUBSEQUENT EVENT. Management has evaluated the impact of all subsequent
events on the Funds through August 26, 2009, the date the financial
statements were issued, and is reporting that on July 13, 2009, the Board
of Trustees of The Roxbury Funds voted to liquidate the Roxbury All-Cap
Fund. The Fund will be liquidated as of the close of business September 25,
2009.

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
All-Cap Fund:

We have audited the accompanying statements of assets and liabilities of the
Roxbury Small-Cap Growth Fund and the Roxbury All-Cap Fund (formerly the Roxbury
Mid-Cap Fund), each a series of The Roxbury Funds (the "Funds"), including the
schedules of investments, as of June 30, 2009, and the related statements of
operations for the year then ended, the statements of changes in net assets for
each of the years in the two year period then ended, and the financial
highlights for each of the years in the three 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 years or periods in the two year period 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, 2009 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 All-Cap Fund as of June 30, 2009,
the results of their operations for the year then ended, the changes in their
net assets for each of the years in the two year period then ended, and their
financial highlights for each of the years in the three 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 26, 2009

ADDITIONAL INFORMATION

TAX INFORMATION (UNAUDITED)

For the fiscal year ended June 30, 2009, 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 ................................ 0.00% 0.00%
All-Cap Fund ......................................... 91.42% 66.28%

Pursuant to Section 852 of the Internal Revenue Code of 1986, as amended, the
Small-Cap Growth Fund and All-Cap Fund paid capital gain dividends (from net
long-term capital gains) during the fiscal year ended June 30, 2009 as follows:

Capital Gain Capital Gain
Per Share Distribution
------------ ------------

All-Cap Fund ..................................... $0.02 $10,681

In January 2010, shareholders of the Funds will receive Federal income tax
information on all distributions paid to their accounts in the calendar year
2009, including any distributions paid between July 1, 2009 and December 31,
2009.

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, 2009 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
responsibilities of the Trustees of the Trust are to represent the interest of
the Trust's shareholders and to provide oversight management of the Trust.

The following table presents certain information regarding the Trustees and
Officers of the Trust. Each person listed under "Interested Trustee" below is an
"interested person" of the Trust's investment adviser, within the meaning of the
1940 Act. Each person who is not an "interested person" of the Trust's
investment adviser or the Trust within the meaning of the 1940 Act is referred
to as an "Independent Trustee" and is listed under such heading below.

Unless specified otherwise, the address of each Trustee and Officer as it
relates to the Trust is 100 Wilshire Boulevard, Suite 1000, Santa Monica, CA
90401.

The Statement of Additional Information for the Trust contains additional
information about the Trust's Trustees and Officers and is available, without
charge, upon request, by calling (800) 497-2920 or by visiting the Funds'
website at www.RoxburyFunds.com.

INTERESTED AND INDEPENDENT TRUSTEES OF THE TRUST

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

INTERESTED TRUSTEE

Number of
Principal Funds in Fund Other
Position(s) Term of Office(1) and Occupation(s) Complex Directorships
Name, Address Held with Length of Time During Past Overseen by Held by
and Age Trust Served Five yeas Trustee Trustee(2)
- --------------- ----------- --------------------- --------------------- ------------- -------------

BRIAN C. BEH(3) Trustee and Since April 2006 President and Chief 2 None
Age 46 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 70 Chairman of Partners I, L.P.
the Board (private investment
company).
JOHN OTTERLEI Trustee Since June 2006 Independent Financial 2 None
Age 60 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
Position(s) Term of Office(1) Occupation(s)
Name, Address Held with and Length of Time During Past
and Age Trust Served Five Years
- --------------------------- ----------------------- ------------------- ------------------------------------------

LANCE P. SIMPSON Treasurer and Chief Since June 2008 Controller, Roxbury Capital Management,
Age 30 Compliance Officer and May 2009 since 2007; Accountant, Work Rite Uniform,
from 2005 to 2007; Negotiator,
Countrywide Financial, from 2001 to 2005.
MICHAEL P. MALLOY Secretary Since May 2007 Partner in the law firm Drinker Biddle &
Drinker Biddle & Reath LLP Reath LLP.
One Logan Square
18th & Cherry Streets
Philadelphia, PA 19103-6996
Age 50
BROOKE CLEMENTS Assistant Secretary and Since August 2009 Accounting Manager since May 2009,
Age 33 Anti-Money Laundering Staff Accountant, from 2005-2009,
Compliance Officer Roxbury Capital Management, LLC.

- ----------
(1) Each officer shall serve until his or her resignation is accepted by the
Trustees, and his or her successor is chosen, elected and qualified, or
until he or she dies or is removed. Any officer may be removed by the
affirmative vote of a majority of the Trustees at any time, with or without
cause.

THE ROXBURY FUNDS

[THIS PAGE INTENTIONALLY LEFT BLANK.]

(THE ROXBURY FUNDS LOGO) This report is not authorized for distribution
DISCIPLINED INVESTING. unless preceded or accompanied by a prospectus for
INDEPENDENT THINKING.(TM) the Fund. Shares of The Roxbury Funds are
distributed by Professional Funds Distributor, LLC,
760 Moore Road, King of Prussia, PA 19406.

JUNE 09

ITEM 2. CODE OF ETHICS.

(a) The registrant, as of the end of the period covered by this report,
has adopted a code of ethics that applies to the registrant's
principal executive officer, principal financial officer, principal
accounting officer or controller, or persons performing similar
functions, regardless of whether these individuals are employed by the
registrant or a third party.

(c) There have been no amendments, during the period covered by this
report, to a provision of the code of ethics that applies to the
registrant's principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing
similar functions, regardless of whether these individuals are
employed by the registrant or a third party, and that relates to any
element of the code of ethics definition set forth in paragraph (b) of
this Item.

(d) The registrant has not granted any waivers, including an implicit
waiver, from a provision of the code of ethics that applies to the
registrant's principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing
similar functions, regardless of whether these individuals are
employed by the registrant or a third party, that relates to one or
more of the items set forth in paragraph (b) of this Item.

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

As of the end of the period covered by the report, the Registrant's Board of
Trustees has determined that Kenneth Gudorf and John Otterlei each qualify to
serve as an audit committee financial expert serving on its audit committee and
that each is "independent," as defined by Item 3 of Form N-CSR.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Audit Fees
- ----------

(a) The aggregate fees billed for the fiscal years ended June 30, 2009 and
June 30, 2008 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 $28,500 and $27,500, respectively.

Audit-Related Fees
- ------------------

(b) The aggregate fees billed in the fiscal years ended June 30, 2009 and
June 30, 2008 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, 2009 and
June 30, 2008 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, 2009 and
June 30, 2008 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, 2009
and June 30, 2008 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
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Brian C. Beh, President
(principal executive officer)

Date August 25, 2009
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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
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Brian C. Beh, President
(principal executive officer)

Date August 25, 2009
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By (Signature and Title)* /s/ Lance Simpson
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Lance Simpson, Treasurer
(principal financial officer)

Date August 25, 2009
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* Print the name and title of each signing officer under his or her signature.