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)
6001 Shady Oak Road Suite 200
Minnetonka, MN 55343
(Address of principal executive offices) (Zip code)
Lance Simpson
Roxbury Capital Management, LLC
6001 Shady Oak Road Suite 200
Minnetonka, MN 55343
(Name and address of agent for service)
Copy to:
Michael P. Malloy, Esquire
Drinker Biddle & Reath LLP
One Logan Square, Ste. 2000
Philadelphia, PA 19103-6996
Registrant's telephone number, including area code: (952) 230-6140
Date of fiscal year end: June 30
Date of reporting period: June 30, 2010
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. Section 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, 2010
SMALL-CAP GROWTH FUND
TELEPHONE: (800) 497-2960
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
FINANCIAL STATEMENTS
Statement of Assets and Liabilities ................................... 8
Statement of Operations ............................................... 9
Statements of Changes in Net Assets ................................... 10
FINANCIAL HIGHLIGHTS ..................................................... 11
NOTES TO FINANCIAL STATEMENTS ............................................ 12
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM .................. 15
ADDITIONAL INFORMATION
Tax Information ....................................................... 16
FUND EXPENSE EXAMPLES .................................................... 17
TRUSTEES AND OFFICERS .................................................... 18
2
THE ROXBURY FUNDS
LETTER TO SHAREHOLDERS
(PHOTO OF BRIAN C. BEH)
BRIAN C. BEH
President, The Roxbury Funds
DEAR SHAREHOLDERS,
It appears as if the beginnings of an economic recovery are starting to
take hold, albeit in fits and starts. Following a bubble and financial panic
unlike any of us has ever seen, U.S. corporations seem to be getting their feet
underneath themselves and are starting to move forward. Over the last 2 to 4
quarters, corporate earnings have, on average, been better than what most
forecasters were predicting. Many corporations reduced costs substantially,
primarily through layoffs, and refocused on core product lines. This has helped
them get back on a better financial track, but have been one of the reasons we
continue to run at very high unemployment rates. The strong macro-economic
headwinds will be blowing for many years. That will likely make this economic
recovery slower to materialize. As we talked about in our last letter, the
effects of the massive amounts of liquidity and stimulus that have been pumped
into our economic system will be with us for years and very difficult to
quantify. As a country we can't continue to spend 150% of what we take in. It is
simply unsustainable. How we bridge this gap, through either cuts in spending
and/or increases in revenue, will be critically important to investors
everywhere.
For the fiscal year ending June 30, 2010, investors in the Roxbury
Small-Cap Growth Fund realized a return of just over 22%. This is both a strong
absolute return as well as a strong relative return versus the Russell 2000(R)
Growth Index. Also, over the last year, we fully integrated 2 new members into
the Small-Cap Growth portfolio management team. David Swank and Nick Blankl
joined Roxbury in April of 2009. Together, with Brian Smoluch and Rob Marvin,
they have helped guide the portfolio to very respectable performance. The
portfolio's excess return was driven by very good stock selection in both the
technology and health care sectors. For more information specific to the
strategy, please read the Investment Review from our Small-Cap team on the next
page.
As always, we appreciate the trust you have placed in us as stewards of
your capital. We welcome the opportunity to discuss our Fund with you.
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.
3
SMALL-CAP GROWTH
ROXBURY SMALL-CAP GROWTH FUND
INVESTMENT REVIEW
HOW DID THE ROXBURY FUND'S SMALL-CAP GROWTH FUND PERFORM DURING THE ANNUAL
PERIOD ENDING JUNE 30, 2010?
During the 12-month period ending June 30, 2010, the Roxbury Small-Cap
Growth Fund achieved a total return of 22.14%. This compares to a return of
17.97% for the Russell 2000(R) Growth Index during the same period.
WHAT KEY FACTORS WERE RESPONSIBLE FOR THE FUND'S PERFORMANCE DURING THE
12-MONTH REPORTING PERIOD?
Good stock selection in nearly every sector contributed to the Fund's
performance during the 12-month reporting period. Effective sector selection
also helped add to results for the year relative to the Russell Index, though to
a much lesser degree.
WHICH EQUITY MARKET SECTORS MOST SIGNIFICANTLY AFFECTED FUND PERFORMANCE?
Good equity selection in most sectors added to the positive performance for
the 12-month period. Specifically, stock selection in the information
technology, health care and energy sectors were the major contributors to the
positive performance for the Fund. Additionally, an overweight allocation to
information technology and health care as well as an underweighted allocation to
the consumer discretionary sector contributed positively to the Fund's results.
Detracting most from the Fund's performance for the period was weak stock
selection in the consumer discretionary sector. However, the underweight to this
sector helped offset some of the effects of the stock selection weakness.
WHAT ARE YOU EXPECTING FROM THE EQUITY MARKETS OVER THE UPCOMING YEAR?
We continue to be optimistic about the relative performance opportunities
for higher quality growth stocks in the small-cap universe. In fact, we think we
are beginning to see the signs of quality and growth stocks leading the way. In
the second quarter of 2010, the Russell 2000(R) Index saw lower quality
(companies with no earnings and low returns of equity) decline more than 15%,
while higher quality stocks were down much less.
Companies that continue to manage their business effectively through an
economic slowdown or possible double dip recession are likely to see the largest
gains in their future earnings streams. It is these high quality, growing
businesses that we seek to identify and own at appropriate valuations. We are
confident in our time-tested investment philosophy and look forward to
discovering promising companies of the future.
Very truly yours,
Nick A. Blankl, CFA Robert Marvin, CFA
Portfolio Manager/Analyst Portfolio Manager/Analyst
/s/ Nick A. Blankl /s/ Robert Marvin
Brian Smoluch, CFA David G. Swank, CFA
Portfolio Manager/Analyst Portfolio Manager/Analyst
/s/ Brian Smoluch /s/ David G. Swank
THE FOLLOWING TABLES ARE FOR THE YEAR ENDED JUNE 30, 2010:
TOP TEN HOLDINGS (UNAUDITED) % OF PORTFOLIO
- ---------------------------- --------------
SXC Health Solutions Corp. 3.1%
Power-One, Inc. 2.5%
Emergency Medical Services Corp. - Class A 2.4%
Dendreon Corp. 2.1%
SBA Communications Corp. - Class A 2.0%
United Therapeutics Corp. 2.0%
Whiting Petroleum Corp. 1.9%
Acxiom Corp. 1.9%
Aegean Marine Petroleum Network, Inc. 1.8%
GeoEye, Inc. 1.8%
SECTOR BREAKDOWN (UNAUDITED) % OF PORTFOLIO
- ---------------------------- --------------
Common Stock
Information Technology 30.0%
Health Care 21.4%
Industrials 14.6%
Consumer Discretionary 13.5%
Financials 5.1%
Short-Term Investments 4.9%
Telecommunication Services 3.5%
Energy 2.9%
Consumer Staples 2.6%
Materials 1.5%
TOTAL 100.0%
PORTFOLIO STATISTICS (UNAUDITED)
Number of Holdings 86
Market Cap (wtd. Median, mil.) $1,200
Price / Book Value (wtd.Avg.) 2.0x
Price / Earnings (wtd.Avg.) 17.5x
Beta 1.03
Standard Deviation 25.45%
Portfolio Turnover 194%
QUARTERLY PORTFOLIO HOLDINGS
The 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 Fund's Forms N-Q 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.
Portfolio holdings are subject to change at any time.
4
ROXBURY SMALL-CAP GROWTH FUND
Comparison of Change in Value of a Hypothetical $100,000 Investment* (Unaudited)
(PERFORMANCE GRAPH)
Roxbury Small Cap
Growth Fund -- Russell 2000(R)
Institutional Shares Growth Index
-------------------- ---------------
1/2/2003 100000 100000
6/30/2003 119330 127600
6/30/2004 154902 171839
6/30/2005 167589 174468
6/30/2006 191571 206169
6/30/2007 230230 235610
6/30/2008 209095 193035
6/30/2009 151008 146900
6/30/2010 177450 179423
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, 2010
SINCE
1 YEAR 5 YEARS INCEPTION(1)
------ ------- ------------
Roxbury Small-Cap Growth Fund Institutional Shares 22.14% 0.56% 8.12%
Russell 2000(R) Growth Index(2) 17.97% 1.17% 7.61%
FUND EXPENSE RATIOS(3): INSTITUTIONAL SHARES: GROSS 1.47%, 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.
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, 2009 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.
5
SMALL-CAP GROWTH
ROXBURY SMALL-CAP GROWTH FUND
SCHEDULE OF INVESTMENTS JUNE 30, 2010
Value
Shares (Note 2)
--------- -----------
COMMON STOCK - 76.0%
CONSUMER DISCRETIONARY - 10.8%
AUTO COMPONENTS - 0.2%
Amerigon, Inc.* ................................... 24,260 $ 179,039
-----------
DIVERSIFIED CONSUMER SERVICES - 1.0%
Coinstar, Inc.* ................................... 21,040 904,089
-----------
HOTELS, RESTAURANTS & LEISURE - 1.7%
Bally Technologies, Inc.* ......................... 21,060 682,133
Texas Roadhouse, Inc. - Class A* .................. 70,760 892,991
-----------
1,575,124
-----------
HOUSEHOLD DURABLES - 0.4%
La-Z-Boy, Inc.* ................................... 51,235 380,676
-----------
INTERNET & CATALOG RETAIL - 0.6%
drugstore.com, Inc.* .............................. 178,660 550,273
-----------
MEDIA - 0.5%
Entercom Communications Corp. - Class A* .......... 52,305 461,330
-----------
MULTI-LINE RETAIL - 1.2%
Big Lots, Inc.* ................................... 36,170 1,160,695
-----------
SPECIALTY RETAIL - 4.3%
Citi Trends, Inc.* ................................ 31,630 1,041,892
GameStop Corp. - Class A* ......................... 47,910 900,229
RadioShack Corp. .................................. 45,180 881,462
Tractor Supply Co. ................................ 20,665 1,259,945
-----------
4,083,528
-----------
TEXTILES, APPAREL & LUXURY GOODS - 0.9%
Wolverine World Wide, Inc. ........................ 34,455 868,955
-----------
TOTAL CONSUMER DISCRETIONARY ......................... 10,163,709
-----------
CONSUMER STAPLES - 2.1%
BEVERAGES - 1.4%
Heckmann Corp.* ................................... 275,115 1,276,534
-----------
FOOD & STAPLES RETAILING - 0.7%
United Natural Foods, Inc.* ....................... 23,714 708,574
-----------
TOTAL CONSUMER STAPLES ............................... 1,985,108
-----------
ENERGY - 2.3%
ENERGY, EQUIPMENT & SERVICES - 0.4%
Key Energy Services, Inc.* ........................ 44,500 408,510
-----------
OIL, GAS & CONSUMABLE FUELS - 1.9%
InterOil Corp.* ................................... 7,565 335,962
Whiting Petroleum Corp.* .......................... 18,230 1,429,597
-----------
1,765,559
-----------
TOTAL ENERGY ......................................... 2,174,069
-----------
FINANCIALS - 4.1%
COMMERCIAL BANKS - 1.9%
Banner Corp. ...................................... 338,175 669,586
Umpqua Holdings Corp. ............................. 93,465 1,072,978
-----------
1,742,564
-----------
Value
Shares (Note 2)
--------- -----------
COMMON STOCK - continued
CONSUMER FINANCE - 1.4%
First Cash Financial Services, Inc.* .............. 61,910 $ 1,349,638
-----------
REAL ESTATE INVESTMENT TRUSTS - 0.8%
Alexandria Real Estate Equities, Inc. ............. 11,950 757,272
-----------
TOTAL FINANCIALS ..................................... 3,849,474
-----------
HEALTH CARE - 17.1%
BIOTECHNOLOGY - 3.3%
Dendreon Corp.* ................................... 48,495 1,567,843
United Therapeutics Corp.* ........................ 31,015 1,513,842
-----------
3,081,685
-----------
HEALTH CARE EQUIPMENT & SUPPLIES - 2.8%
Dynavox, Inc. - Class A* .......................... 50,230 804,182
Quidel Corp.* ..................................... 53,415 677,836
Sirona Dental Systems, Inc.* ...................... 33,935 1,182,295
-----------
2,664,313
-----------
HEALTH CARE PROVIDERS & SERVICES - 8.5%
AMERIGROUP Corp.* ................................. 27,745 901,158
Bio-Reference Laboratories, Inc.* ................. 38,390 851,106
BioScrip, Inc.* ................................... 80,680 422,763
Catalyst Health Solutions, Inc.* .................. 31,855 1,098,997
Community Health Systems, Inc.* ................... 22,735 768,670
Emergency Medical Services Corp. - Class A* ....... 36,170 1,773,415
Hanger Orthopedic Group, Inc.* .................... 7,750 139,190
MEDNAX, Inc.* ..................................... 23,180 1,289,040
VCA Antech, Inc.* ................................. 31,710 785,140
-----------
8,029,479
-----------
HEALTH CARE TECHNOLOGY - 2.5%
SXC Health Solutions Corp.* ....................... 32,255 2,362,679
-----------
TOTAL HEALTH CARE .................................... 16,138,156
-----------
INDUSTRIALS - 11.7%
AEROSPACE & DEFENSE - 2.9%
BE Aerospace, Inc.* ............................... 37,150 944,724
GeoEye, Inc.* ..................................... 43,639 1,358,918
Global Defense Technology & Systems, Inc.* ........ 35,270 450,398
-----------
2,754,040
-----------
AIR FREIGHT & LOGISTICS - 1.1%
Atlas Air Worldwide Holdings, Inc.* ............... 22,065 1,048,087
-----------
COMMERCIAL SERVICES & SUPPLIES - 0.9%
Higher One Holdings, Inc.* ........................ 57,050 827,225
-----------
MACHINERY - 0.7%
ESCO Technologies, Inc. ........................... 24,050 619,288
-----------
MARINE - 0.6%
Baltic Trading, Ltd.* ............................. 50,285 571,740
-----------
PROFESSIONAL SERVICES - 0.7%
Korn/ Ferry International* ........................ 48,790 678,181
-----------
The accompanying notes are an integral part of the financial statements.
6
SCHEDULE OF INVESTMENTS JUNE 30, 2010 continued
Value
Shares (Note 2)
--------- -----------
COMMON STOCK - continued
ROAD & RAIL - 3.3%
Genesee & Wyoming, Inc. - Class A* ................ 22,650 $ 845,072
Landstar System, Inc. ............................. 17,830 695,192
Old Dominion Freight Line, Inc.* .................. 23,515 826,317
Roadrunner Transportation Systems, Inc.* .......... 54,910 780,271
-----------
3,146,852
-----------
TRANSPORTATION INFRASTRUCTURE - 1.5%
Aegean Marine Petroleum Network, Inc. ............. 68,215 1,362,936
-----------
TOTAL INDUSTRIALS .................................... 11,008,349
-----------
INFORMATION TECHNOLOGY - 23.9%
COMMUNICATIONS EQUIPMENT - 7.3%
Aruba Networks, Inc.* ............................. 58,455 832,399
DG Fastchannel, Inc.* ............................. 36,650 1,194,057
Finisar Corp.* .................................... 61,795 920,746
JDS Uniphase Corp.* ............................... 106,045 1,043,483
Oclaro, Inc.* ..................................... 28,745 318,782
Powerwave Technologies, Inc.* ..................... 433,680 667,867
RADWARE, Ltd.* .................................... 35,975 736,408
Sonus Networks, Inc.* ............................. 434,875 1,178,511
-----------
6,892,253
-----------
ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS - 3.7%
Fabrinet* ......................................... 57,505 615,304
Littelfuse, Inc.* ................................. 31,235 987,338
Power-One, Inc.* .................................. 281,420 1,899,585
-----------
3,502,227
-----------
INTERNET SOFTWARE & SERVICES - 2.3%
DealerTrack Holdings, Inc.* ....................... 37,100 610,295
Internap Network Services Corp.* .................. 254,335 1,060,577
KIT Digital, Inc.* ................................ 63,140 556,895
-----------
2,227,767
-----------
IT SERVICES - 2.2%
Acxiom Corp.* ..................................... 95,230 1,398,929
MAXIMUS, Inc. ..................................... 11,110 642,936
-----------
2,041,865
-----------
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT - 5.0%
Cavium Networks, Inc.* ............................ 25,080 656,845
JinkoSolar Holding Co., Ltd., ADR* ................ 32,410 314,377
Lattice Semiconductor Corp.* ...................... 154,235 669,380
Mindspeed Technologies, Inc.* ..................... 61,845 463,219
O2Micro International, Ltd., ADR* ................. 91,625 544,253
Omnivision Technologies, Inc.* .................... 39,895 855,349
Spreadtrum Communications, Inc., ADR* ............. 70,465 580,632
Veeco Instruments, Inc.* .......................... 17,350 594,758
-----------
4,678,813
-----------
Value
Shares (Note 2)
--------- -----------
COMMON STOCK - continued
SOFTWARE - 3.4%
Advent Software, Inc.* ............................ 2,680 $ 125,853
CommVault Systems, Inc.* .......................... 46,624 1,049,040
NetScout Systems, Inc.* ........................... 51,845 737,236
Smith Micro Software, Inc.* ....................... 62,380 593,234
Sonic Solutions, Inc.* ............................ 57,400 479,290
Telenav, Inc.* .................................... 24,985 209,624
-----------
3,194,277
-----------
TOTAL INFORMATION TECHNOLOGY ......................... 22,537,202
-----------
MATERIALS - 1.2%
CHEMICALS - 0.4%
Methanex Corp. .................................... 17,323 341,090
-----------
PAPER & FOREST PRODUCTS - 0.8%
Schweitzer-Mauduit International, Inc. ............ 15,455 779,705
-----------
TOTAL MATERIALS ...................................... 1,120,795
-----------
TELECOMMUNICATION SERVICES - 2.8%
WIRELESS TELECOMMUNICATION SERVICES - 2.8%
SBA Communications Corp. - Class A* ............... 44,830 1,524,668
Syniverse Holdings, Inc.* ......................... 54,155 1,107,470
-----------
2,632,138
-----------
TOTAL TELECOMMUNICATION SERVICES .................. 2,632,138
-----------
TOTAL COMMON STOCK
(COST $67,528,175) ............................. 71,609,000
-----------
SHORT-TERM INVESTMENTS - 3.9%
BlackRock Liquidity Funds
TempCash Portfolio - Institutional Series
(seven day effective yield 0.21%) ........... 1,828,560 1,828,560
BlackRock Liquidity Funds
TempFund Portfolio - Institutional Series
(seven day effective yield 0.18%) ............ 1,828,561 1,828,561
-----------
TOTAL SHORT-TERM INVESTMENTS
(COST $3,657,121) .............................. 3,657,121
-----------
TOTAL INVESTMENTS
(COST $71,185,296)+ - 79.9% .................... 75,266,121
OTHER ASSETS IN EXCESS OF LIABILITIES - 20.1% ..... 18,940,669
-----------
NET ASSETS - 100.0% ............................... $94,206,790
===========
- ----------
ADR American Depositary Receipt
* Non-income producing security.
+ The cost for federal income tax purposes is $72,866,494. At June 30, 2010,
net unrealized appreciation was $2,399,627. This consisted of aggregate
gross unrealized appreciation for all securities for which there was an
excess of market value over tax cost of $9,050,332 and aggregate gross
unrealized depreciation for all securities for which there was an excess of
tax cost over market value of $6,650,705.
The accompanying notes are an integral part of the financial statements.
7
THE ROXBURY FUNDS
FINANCIAL STATEMENTS
STATEMENT OF ASSETS AND LIABILITIES
ROXBURY SMALL-CAP GROWTH FUND
June 30, 2010
ASSETS:
Investments in securities, at value* ...................................... $ 75,266,121
Receivable for fund shares sold ........................................... 10,155
Receivable for investments sold ........................................... 22,658,828
Dividends and interest receivable ......................................... 16,311
Other assets .............................................................. 49,483
------------
Total assets .............................................................. 98,000,898
------------
LIABILITIES:
Payable for fund shares redeemed .......................................... 65,908
Payable for investments purchased ......................................... 3,596,076
Accrued advisory fee ...................................................... 69,119
Other accrued expenses .................................................... 63,005
------------
Total liabilities ......................................................... 3,794,108
------------
NET ASSETS ................................................................ $ 94,206,790
============
NET ASSETS CONSIST OF:
Par value ................................................................. $ 71,179
Paid-in capital ........................................................... 139,916,381
Accumulated net investment loss ........................................... (10,326)
Accumulated net realized loss on investments .............................. (49,851,269)
Net unrealized appreciation of investments ................................ 4,080,825
------------
NET ASSETS ................................................................ $ 94,206,790
============
NET ASSETS BY SHARE CLASS:
Institutional Shares ................................................... $ 94,206,790
============
SHARES OF BENEFICIAL INTEREST OUTSTANDING:
($0.01 par value, unlimited authorized shares):
Institutional Shares ................................................... 7,117,854
PER SHARE:
Institutional Shares (net asset value, offering and redemption price**) ... $ 13.24
============
- ----------
* Investments at cost ................................................... $ 71,185,296
============
** Redemption price will vary based on length of time shares are held.
See Note 6.
8
STATEMENT OF OPERATIONS
ROXBURY SMALL-CAP GROWTH FUND
For the Year Ended June 30, 2010
INVESTMENT INCOME:
Dividends .............................................................. $ 323,675
Foreign tax withheld ................................................... (4,045)
-----------
Total investment income ............................................. 319,630
-----------
EXPENSES:
Advisory fees .......................................................... 980,455
Administration and accounting fees ..................................... 114,606
Professional fees ...................................................... 93,656
Transfer agent fees .................................................... 60,711
Trustees' fees ......................................................... 34,356
Custody fees ........................................................... 28,024
Registration fees ...................................................... 25,822
Reports to shareholders ................................................ 23,452
Other .................................................................. 64,873
-----------
Total expenses before fee waivers and expense reimbursements ........ 1,425,955
-----------
Advisory fees waived/expenses reimbursed ............................ (200,387)
-----------
Total expenses, net ................................................. 1,225,568
-----------
Net investment loss .................................................... (905,938)
-----------
NET REALIZED AND UNREALIZED GAIN/(LOSS) ON INVESTMENTS:
Net realized gain on investments ....................................... 24,994,195
Net change in unrealized appreciation (depreciation) on investments .... (6,345,676)
-----------
Net gain on investments ................................................ 18,648,519
-----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS ...................... $17,742,581
===========
The accompanying notes are an integral part of the financial statements.
9
THE ROXBURY FUNDS
FINANCIAL STATEMENTS
STATEMENTS OF CHANGES IN NET ASSETS
Roxbury Small-Cap
Growth Fund
For the Years
Ended June 30,
---------------------------
2010 2009
------------ ------------
INCREASE (DECREASE) IN NET ASSETS:
Operations:
Net investment loss ............................ $ (905,938) $ (938,748)
Net realized gain/(loss) on investments ........ 24,994,195 (47,344,532)
Net change in unrealized appreciation/
(depreciation) on investments ............... (6,345,676) (1,211,701)
------------ ------------
Net increase/(decrease) in net assets resulting
from operations ................................ 17,742,581 (49,494,981)
------------ ------------
Distributions to shareholders from:
Tax return of capital:
Institutional shares ........................ -- (30,722)
------------ ------------
Total Distributions ......................... -- (30,722)
------------ ------------
Fund share transactions:
Institutional Class
Proceeds from shares sold ................... 18,822,083 16,322,357
Cost of shares issued on reinvestment of
distributions ............................ -- 23,098
Redemption fees ............................. 11,095 --
Cost of shares redeemed ..................... (19,552,178) (58,620,389)
Investor Class
Proceeds from shares sold ................... -- 3,500
Cost of shares redeemed ..................... -- (365,163)
------------ ------------
Net decrease in net assets from Fund share
transactions ................................... (719,000) (42,636,597)
------------ ------------
Total increase/(decrease) in net assets ........... 17,023,581 (92,162,300)
NET ASSETS:
Beginning of year ................................. 77,183,209 169,345,509
------------ ------------
End of year ....................................... $ 94,206,790 $ 77,183,209
============ ============
Accumulated net investment loss ................... $ (10,326) $ (10,326)
============ ============
Capital share transactions:
Institutional Class
Shares sold ................................. 1,410,825 1,541,220
Shares reinvested ........................... -- 2,680
Shares redeemed ............................. (1,411,799) (6,271,964)
------------ ------------
Net decrease ...................................... (974) (4,728,064)
============ ============
Investor Class
Shares sold ................................. -- 257
Shares redeemed ............................. -- (33,801)
------------ ------------
Net decrease ...................................... -- (33,544)
============ ============
The accompanying notes are an integral part of the financial statements.
10
THE ROXBURY FUNDS
FINANCIAL HIGHLIGHTS
The following tables include selected data for a share outstanding throughout
each year 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 Fund (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,
--------------------------------------------------------
2010 2009 2008 2007 2006
------- ------- -------- -------- --------
SMALL-CAP GROWTH FUND -- INSTITUTIONAL SHARES(1)
NET ASSET VALUE -- BEGINNING OF YEAR ....................... $ 10.84 $ 14.25 $ 20.69 $ 19.62 $ 16.66
------- ------- -------- -------- --------
INVESTMENT OPERATIONS:
Net investment loss(2) .................................. (0.12) (0.10) (0.13) (0.19) (0.15)
Net realized and unrealized gain/(loss) on investments .. 2.52 (3.31) (3.27) 2.87 3.17
------- ------- -------- -------- --------
Total from investment operations ........................ 2.40 (3.41) (3.40) 2.68 3.02
------- ------- -------- -------- --------
DISTRIBUTIONS:
From net realized gains ................................. -- -- (3.04) (1.61) (0.06)
From tax return of capital .............................. -- --(3) -- -- --
------- ------- -------- -------- --------
Total distributions ..................................... -- -- (3.04) (1.61) (0.06)
REDEMPTION FEES ............................................ --(3) -- -- -- --
------- ------- -------- -------- --------
NET ASSET VALUE -- END OF YEAR ............................. $ 13.24 $ 10.84 $ 14.25 $ 20.69 $ 19.62
======= ======= ======== ======== ========
TOTAL RETURN ............................................... 22.14% (23.90)% (18.07)% 14.28% 18.17%
RATIOS (TO AVERAGE NET ASSETS)/SUPPLEMENTAL DATA:
Expenses:
Including waivers/reimbursements ..................... 1.25% 1.25% 1.25% 1.25% 1.24%
Excluding waivers/reimbursements ..................... 1.45% 1.47% 1.36% 1.26% 1.25%
Net investment loss ..................................... (0.92)% (0.89)% (0.77)% (0.95)% (0.78)%
Portfolio turnover rate ................................. 194% 163% 167% 159% 144%
Net assets at the end of year (000 omitted) ............. $94,207 $77,183 $168,873 $217,391 $198,835
- ----------
(1) 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.
(2) The net investment loss per share was calculated using the average shares
outstanding method.
(3) Amount is less than $0.01.
The accompanying notes are an integral part of the financial statements.
11
THE ROXBURY FUNDS
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF THE FUND. Roxbury Small-Cap Growth Fund ("Small-Cap Growth
Fund") (the "Fund") is a series of The Roxbury Funds (the "Trust"). The
Trust is registered under the Investment Company Act of 1940, as amended
(the "1940 Act"), as a diversified open-end management investment company
and was organized as a Delaware statutory trust on April 4, 2006. The
fiscal year end for the Fund is June 30th.
As of June 30, 2010, the Fund offers one class of shares: Institutional
Shares.
2. SIGNIFICANT ACCOUNTING POLICIES. The following is a summary of the
significant accounting policies of the Fund:
SECURITY VALUATION. Securities held by the Fund 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.
FAIR VALUE MEASUREMENTS. The inputs and valuation techniques used to
measure the fair value of the Fund's investments are summarized into three
levels as described in the hierarchy 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.
The following is a summary of the inputs used, as of June 30, 2010, in
valuing the Fund's assets carried at fair value:
LEVEL 2
OTHER LEVEL 3
TOTAL LEVEL 1 SIGNIFICANT SIGNIFICANT
VALUE AT QUOTED OBSERVABLE UNOBSERVABLE
JUNE 30, 2010 PRICE INPUTS INPUTS
------------- ----------- ----------- ------------
Investments in Securities* $75,266,121 $75,266,121 $-- $--
* Common stocks and short-term investments are level 1. Please refer to
schedule of investments for industry or sector breakout.
FEDERAL INCOME TAXES. The 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.
Management has analyzed the Fund's tax positions taken on Federal income
tax returns for all open tax years (current and prior three tax years) and
has concluded that no provision for Federal income tax is required in the
Fund's financial statements. The Fund's Federal and state income and
Federal excise tax returns for tax years for which the applicable statutes
of limitations have not expired are subject to examination by the Internal
Revenue Service and state departments of revenue.
SECURITY TRANSACTIONS AND INVESTMENT INCOME. Investment security
transactions are accounted for on a trade date basis. The 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 Fund records 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.
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.
The accompanying notes are an integral part of the financial statements.
12
NEW ACCOUNTING PRONOUNCEMENT. In January 2010, the Financial Accounting
Standards Board ("FASB") issued Accounting Standards Update ("ASU") No.
2010-06 "Improving Disclosures about Fair Value Measurements". ASU 2010-06
amends FASB Accounting Standards Codification Topic 820, Fair Value
Measurements and Disclosures, to require additional disclosures regarding
fair value measurements. Certain disclosures required by ASU No. 2010-06
are currently effective for interim and annual reporting periods beginning
after December 15, 2009, and other required disclosures are effective for
fiscal years beginning after December 15, 2010, and for interim periods
within those fiscal years. Management has evaluated the impact and has
incorporated the appropriate disclosures required by ASU No. 2010-06 in its
financial statement disclosures.
3. FEES AND OTHER TRANSACTIONS WITH AFFILIATES. Roxbury Capital Management,
LLC ("Roxbury") serves as investment adviser to the Fund. For its services,
Roxbury receives a fee from the 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
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 percentage of average
daily net assets:
Expense Cap Expiration Date
----------- -----------------
Small-Cap Growth Fund
Institutional Shares .... 1.25% December 31, 2020
COMPENSATION OF TRUSTEES AND OFFICERS. The Fund pays each Trustee who is
not an interested person of the Fund a fee of $5,000 per year plus $2,000
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 Fund who are employees or Officers of
Roxbury do not receive any compensation from the Fund. The Fund pays the
Chief Compliance Officer a fee of $8,000 per year.
4. OTHER SERVICES PROVIDERS. PNC Global Investment Servicing (U.S.) Inc.
("PNC"), provides administrative and accounting services to the Fund
pursuant to an Accounting and Administrative Services Agreement.
PFPC Trust Company serves as custodian to the Trust pursuant to a Custodian
Services Agreement.
On July 1, 2010, all of the stock of PNC Global Investment Servicing Inc.,
an indirect, wholly owned subsidiary of The PNC Financial Services Group,
Inc., was sold to The Bank of New York Mellon Corporation (BNY Mellon)
("Stock Sale"). The Stock Sale included PNC Global Investment Servicing
(U.S.) Inc. and PFPC Trust Company. Effective July 1, 2010, PNC Global
Investment Servicing (U.S.) Inc. changed its name to BNY Mellon Investment
Servicing (US) Inc. PFPC Trust Company will not change its name until a
later date to be announced.
5. INVESTMENT SECURITIES TRANSACTIONS. During the fiscal year ended June 30,
2010, purchases and sales of investment securities (excluding short-term
investments) were as follows:
Small-Cap
Growth Fund
------------
Purchases ..... $177,458,890
Sales ......... 197,983,257
6. REDEMPTION FEES. In accordance with the prospectus, the Fund charges a
redemption fee of 1% on proceeds from shares redeemed within 60 days
following their acquisition. The redemption fee is included as a separate
line item under the Fund share transactions section on the Statements of
Changes in Net Assets.
7. 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,
2010, the following reclassifications were made within the capital accounts
to reflect permanent differences relating to net operating losses.
13
THE ROXBURY FUNDS
NOTES TO FINANCIAL STATEMENTS continued
Small-Cap
Growth Fund
-----------
Paid-in Capital ....................................... $(905,938)
Undistributed net investment income (loss) ............ 905,938
Accumulated net realized gain (loss) on investments ... --
The tax character of distributions paid during the years ended June 30,
2010 and June 30, 2009 was as follows:
Year Ended Year Ended
June 30, 2010 June 30, 2009
------------- -------------
SMALL-CAP GROWTH FUND
Ordinary income .......... $-- $ --
Long-term capital gains .. -- --
Return of capital ........ -- 30,722
--- -------
Total distributions ... $-- $30,722
=== =======
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, 2010, the Small-Cap Growth Fund
incurred no post-October capital losses.
As of June 30, 2010, the components of accumulated earnings on a tax basis
were as follows:
Small-Cap
Growth Fund
------------
Undistributed ordinary income ............... $ --
Capital loss carryforwards .................. (48,170,071)
Post-October capital losses ................. --
Net unrealized appreciation on investments .. 2,399,627
Other temporary differences ................. (10,326)
------------
Total accumulated deficit ................... $(45,780,770)
============
The differences between book basis and tax basis components of accumulated
deficit are primarily attributable to the deferral of losses on wash sales.
For Federal income tax purposes, capital loss carryforwards are available
to offset future capital gains. As of June 30, 2010, the Small-Cap Growth
Fund has a capital loss carryforward of $48,170,071 of which $37,463,706
and $10,706,365 will expire on June 30, 2017 and June 30, 2018,
respectively.
8. CONTRACTUAL OBLIGATIONS. The Fund enters into contracts in the normal
course of business that contain a variety of indemnifications. The Fund's
maximum exposure under these arrangements is dependent on claims that may
be made against the Fund in the future, and therefore, cannot be estimated.
However, based on experience, the risk of material loss for such claims is
considered remote.
9. SUBSEQUENT EVENT. Management has evaluated the impact of all subsequent
events on the Fund through the date the financial statements were issued,
and has determined that there were no subsequent events.
14
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:
We have audited the accompanying statement of assets and liabilities of the
Roxbury Small-Cap Growth Fund, a series of The Roxbury Funds (the "Fund"),
including the schedule of investments, as of June 30, 2010, and the related
statement 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 four 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 the year 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, 2010 by correspondence with the
custodian and brokers or by other appropriate auditing procedures where replies
from brokers were not received. 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 as of June 30, 2010, the results of its operations
for the year then ended, the changes in its net assets for each of the years in
the two year period then ended, and its financial highlights for each of the
years in the four year period then ended, in conformity with accounting
principles generally accepted in the United States of America.
(BBD, LLP)
BBD, LLP
Philadelphia, Pennsylvania
August 17, 2010
15
THE ROXBURY FUNDS
ADDITIONAL INFORMATION
TAX INFORMATION (UNAUDITED)
For the fiscal year ended June 30, 2010, 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").
For the fiscal year ended June 30, 2010, the Small-Cap Growth Fund has no
qualifying QDI or DRD since it did not pay any ordinary income dividends during
the year.
In January 2011, shareholders of the Fund will receive Federal income tax
information on all distributions paid to their accounts in the calendar year
2010, including any distributions paid between July 1, 2010 and December 31,
2010.
PROXY VOTING POLICIES AND PROCEDURES AND PROXY VOTING RECORD
A description of the Fund's policies and procedures with respect to the voting
of proxies relating to the Fund's portfolio securities is available without
charge, upon request, by calling 1-800-497-2960. Information regarding how the
Fund voted proxies related to portfolio securities during the 12-month period
ended June 30, 2010 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.
16
THE ROXBURY FUNDS
FUND EXPENSE EXAMPLES
DISCLOSURE OF FUND EXPENSES (UNAUDITED)
The following Expense Table is shown so that you can understand the impact
of fees on your investment. All mutual funds have operating expenses. As a
shareholder of the Fund, you may incur transaction costs, such as redemption
fees, and ongoing costs, including management fees and other Fund expenses. The
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 the Fund and
to compare these costs with the ongoing costs of investing in other mutual
funds. The example is based on an investment of $1,000 made at the beginning of
the period shown and held for the entire period.
The Expense Table below illustrate your Fund's costs in two ways.
- ACTUAL FUND RETURN. The first line of the 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 the 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 table 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, 2010 TO JUNE 30, 2010
EXPENSE TABLE
Beginning Ending Expenses
Account Account Annualized Paid
Value Value Expense During
01/01/10 06/30/10 Ratio Period*
--------- --------- ---------- --------
Roxbury Small-Cap Growth Fund - Institutional Shares
Actual Fund Return ................................. $1,000.00 $ 971.40 1.25% $6.11
Hypothetical 5% Return Before Expenses ............. 1,000.00 1,018.52 1.25 6.28
- ----------
* Expenses are equal to the Fund's annualized expense ratio multiplied by the
average account value over the period, multiplied by 181/365 (to reflect
the one half-year period).
17
THE ROXBURY FUNDS
TRUSTEES AND OFFICERS (UNAUDITED)
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 6001 Shady Oak Road, Suite 200, Minnetonka, MN 55343.
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) 497-2960 or by visiting the Fund's
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
Term of Funds in Fund Other
Position(s) Office (1) and Complex Directorships
Name, Address Held with Length of Time Principal Occupation(s) Overseen by Held by
and Age Trust Served During Past Five Years Trustee Trustee (2)
- -------------- --------------- ---------------- ----------------------------- ------------- -------------
INTERESTED TRUSTEE
BRIAN C. BEH(3) Trustee and Since April 2006 President and Chief 1 None
Age 47 President Executive Officer of
Roxbury Capital
Management, LLC, since
2007; President of Roxbury
Capital Management, LLC,
from 2003 to 2007;
Director of Marketing,
Roxbury Capital
Management, LLC from
1999 to 2002.
INDEPENDENT TRUSTEES
KENNETH GUDORF Trustee and Since June 2006 CEO, Agio Capital 1 None
Age 71 Chairman of the Partners I, L.P.
Board (private investment
company).
JOHN OTTERLEI Trustee Since June 2006 Chief Investment Officer, 1 None
Age 61 Bush Foundation, since
2010; Managing Director,
Investments, from 2008 to
2009; Independent
Financial Advisor, from
2005 to 2008; Senior
Managing Director, Piper
Jaffray (financial services),
from 2004 to 2005.
- ----------
(1) Each Trustee serves during the continued lifetime of the Trust until he
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 Executive Officer of, and his ownership interest in,
Roxbury Capital Management, LLC, the investment adviser to the Trust.
18
OFFICERS OF THE TRUST
The following table sets forth certain information with respect to the Officers
of the Trust:
Term of
Office(1) and
Name, Address Position(s) Length of Time Principal Occupation(s)
and Age Held with Trust Served During Past Five Years
- --------------------------- ----------------------- ----------------- -----------------------------------------
LANCE P. SIMPSON Treasurer and Chief Since June 2008 Controller, Roxbury Capital Management,
Age 31 Compliance Officer and May 2009 LLC, 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 51
MEGAN E. EDWARDS Assistant Secretary and Since August 2010 Senior Compliance Analyst, Roxbury
Age 37 Anti-Money Laundering Capital Management, LLC, since February
Compliance Officer 2010; Compliance Analyst, Deephaven
Capital Management, from 2008 to 2009;
Compliance Risk Analyst GMAC ResCap,
from 2004 to 2008.
- ----------
(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.
19
(THE ROXBURY FUNDS LOGO)
DISCIPLINED INVESTING. INDEPENDENT THINKING.(TM)
This report is not authorized for distribution unless preceded or accompanied by
a prospectus for the Fund. Shares of The Roxbury Funds are distributed by
Professional Funds Distributor, LLC, 760 Moore Road, King of Prussia, PA 19406.
JUNE 10
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, 2010 and
June 30, 2009 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 $17,000 and $17,000, respectively.
AUDIT-RELATED FEES
(b) The aggregate fees billed in the fiscal years ended June 30, 2010 and
June 30, 2009 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, 2010 and
June 30, 2009 for professional services rendered by the principal
accountant for tax compliance, tax advice, and tax planning are $1,500
and $1,500 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, 2010 and
June 30, 2009 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 the waiver of pre-approval requirement in paragraph
(c)(7)(i)(C) of Rule 2-01 of Regulation S-X were none.
(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 fiscal years ended June 30, 2010 and
June 30, 2009 of the registrant was $1,500 and $1,500, respectively.
(h) The registrant's audit committee of the board of directors has
considered whether the provision of non-audit services that were
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
investment adviser that provides ongoing services to the registrant
that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule
2-01 of Regulation S-X is compatible with maintaining the principal
accountant's independence.
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.
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 this 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 Rule 15d-15(b) under the Securities Exchange
Act of 1934, as amended (17 CFR 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 are 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
By (Signature and Title)* /s/ Brian C. Beh
--------------------------------
Brian C. Beh, President
(principal executive officer)
Date August 11, 2010
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
By (Signature and Title)* /s/ Brian C. Beh
--------------------------------
Brian C. Beh, President
(principal executive officer)
Date August 11, 2010
By (Signature and Title)* /s/ Lance Simpson
--------------------------------
Lance Simpson, Treasurer and CCO
(principal financial officer)
Date August 11, 2010
* Print the name and title of each signing officer under his or her
signature.