As filed with the Securities and Exchange Commission on October 24, 2006

                          Registration No. 333-135573

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM N-14

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

     [X] Pre-Effective Amendment No. 2 [ ] Post-Effective Amendment No. ___

                        (Check appropriate box or boxes)

                               The Roxbury Funds
               (Exact Name of Registrant as Specified in Charter)

                       100 Wilshire Boulevard, Suite 1000
                             Santa Monica, CA 90401
                    (Address of Principal Executive Offices)

                                 (310) 917-5600
              (Registrant's Telephone Number, including Area Code)
                          ____________________________

                     Name and Address of Agent for Service:


                                  Michael Kromm

                        Roxbury Capital Management, LLC
                       100 Wilshire Boulevard, Suite 1000
                             Santa Monica, CA 90401

                                    Copy to:

                           Michael P. Malloy, Esquire
                           Drinker Biddle & Reath LLP
                                One Logan Square
                           18(th) and Cherry Streets
                     Philadelphia, Pennsylvania, 19103-6996

Approximate Date of Proposed Public Offering: As soon as practicable after this
Registration Statement becomes effective under the Securities Act of 1933.


Title of Securities Being Registered: Shares of beneficial interest

The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

An indefinite amount of the Registrant's securities are in registration under
the Securities Act of 1933 pursuant to Rule 24f-2 under the Investment Company
Act of 1940. In reliance upon such Rule, no filing fee is being paid at this
time.



This facing sheet relates to Pre-effective Amendment No. 2 to the Registration
Statement on Form N-14 of The Roxbury Funds that was filed on October 24, 2006
(Accession No. 0001206774-06-002179) (the "October 24 Filing"). The facing sheet
was inadvertently excluded from the October 24 Filing. All parts included in the
October 24 Filing are incorporated herein by reference.