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