- Quarterly Schedule of Portfolio Holdings of Registered Management Investment Company (N-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-Q

QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED

MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number: 811-00749

STONEBRIDGE FUNDS TRUST

(Exact name of registrant as specified in charter)

1290 Broadway, Suite 1100, Denver, Colorado 80203

(Address of principal executive offices) (Zip code)

Richard C. Barrett, President

1290 Broadway, Suite 1100

Denver, Colorado 80203

(Name and address of agent for service)

Registrant’s telephone number, including area code: (303) 623-2577

Date of fiscal year end: October 31

Date of reporting period: November 1, 2011 – January 31, 2012

Item 1 – Schedule of Investments.


STATEMENT OF INVESTMENTS
INSTITUTIONAL SMALL-CAP GROWTH FUND (SBSCX)		January 31, 2012
		(Unaudited)


	Shares		Market Value
COMMON STOCKS (99.52%)
CONSUMER CYCLICAL - (1.99%)
Education Services (1.99%)
Grand Canyon Education, Inc. ^**		15,500	$	260,090


TOTAL CONSUMER CYCLICAL				260,090


CONSUMER DISCRETIONARY - (8.05%)
Casinos & Gaming (0.92%)
WMS Industries, Inc. ^**		5,500		120,395


Consumer Electronics (3.09%)
Harman International Industries, Inc.		9,550		403,010


Education Services (1.97%)
K12, Inc. ^**		11,500		257,485


Special Consumer Services (2.07%)
Steiner Leisure Ltd. ^**		5,475		270,355


TOTAL CONSUMER DISCRETIONARY				1,051,245


ENERGY - (5.58%)
Coal & Consumable Fuels (1.90%)
Cloud Peak Energy, Inc. ^**		13,100		248,245


Oil & Gas - Drilling (1.00%)
Atwood Oceanics, Inc. ^**		2,850		131,043


Oil & Gas - Equipment/Services (2.68%)
C&J Energy Services, Inc. ^**		21,000		349,650


TOTAL ENERGY				728,938


FINANCIALS - (12.27%)
Asset Management (2.31%)
Waddell & Reed Financial, Inc., Class A		11,000		301,950


Diversified Financial Services (4.06%)
Higher One Holdings, Inc. ^**		31,250		529,375


Investment Bank & Brokerage (3.09%)
FXCM, Inc., Class A		38,400		403,968


Specialized Finance (2.81%)
CBOE Holdings, Inc.		14,350		367,216


TOTAL FINANCIALS				1,602,509


	Shares		Market Value
	Shares		Market Value
HEALTH CARE - (26.33%)
Biotechnology (1.43%)
Genomic Health, Inc. ^**		6,750	$	187,313


Health Care - Equipment (2.94%)
Volcano Corp. ^**		13,700		384,285


Health Care - Managed Care (2.11%)
Accretive Health, Inc. ^**		10,250		275,008


Health Care - Services (2.33%)
Catalyst Health Solutions, Inc. ^**		4,450		243,682
HMS Holdings Corp. ^**		1,850		61,068

				304,750

Health Care - Supplies (5.59%)
Align Technology, Inc. ^**		8,200		193,192
Merit Medical Systems, Inc. ^**		38,000		536,180

				729,372

Health Care - Technology (3.45%)
Allscripts Healthcare Solutions, Inc. ^**		23,550		450,276


Health Care Technology (1.03%)
Quality Systems, Inc.		3,300		133,848


Life Science Tools (7.45%)
Luminex Corp. ^**		29,700		585,090
PAREXEL International Corp. ^**		16,100		388,010

				973,100

TOTAL HEALTH CARE				3,437,952


HEALTHCARE - (2.58%)
Healthcare Services (2.58%)
IPC The Hospitalist Co., Inc ^**		10,000		336,900


TOTAL HEALTHCARE				336,900


INDUSTRIAL - (2.01%)
Electronic Components (2.01%)
Polypore International, Inc. ^**		6,900		262,752


TOTAL INDUSTRIAL				262,752


INDUSTRIALS - (8.97%)
Aerospace/Defense (3.84%)
Hexcel Corp. ^**		10,000		250,700
Spirit Aerosystems Holdings, Inc., Class A ^**		11,000		250,140

				500,840

Construction & Engineering (3.24%)
Chicago Bridge & Iron Co. N.V.		2,750		117,095
Tutor Perini Corp. ^**		20,150		306,079

				423,174

Machinery - Construction & Farming (1.89%)
Titan International, Inc.		10,250		247,435


TOTAL INDUSTRIALS				1,171,449


	Shares		Market Value
INFORMATION TECHNOLOGY - (23.08%)
Application Software (2.95%)
Netscout Systems, Inc. ^**		6,200	$	128,092
Parametric Technology Corp. ^**		10,200		256,734

				384,826

Communications Equipment (5.34%)
Aviat Networks, Inc. ^**		102,000		226,440
Riverbed Technology, Inc. ^**		19,675		471,020

				697,460

Computer Storage/Peripherals (0.94%)
Intermec, Inc. ^**		14,475		122,169


IT Consulting & Services (1.99%)
Mistras Group, Inc. ^**		11,550		260,106


Semiconductor Equipment (2.10%)
Veeco Instruments, Inc. ^**		11,250		274,612


Semiconductors (5.69%)
EZchip Semiconductor Ltd. ^**		12,500		408,500
O2Micro International Ltd. - ADR ^**		14,950		70,863
TriQuint Semiconductor, Inc. ^**		44,000		263,560

				742,923


Software (3.03%)
Taleo Corp., Class A ^**		11,000		396,110


Systems Software (1.04%)
TeleCommunication Systems, Inc., Class A ^**		58,000		135,720


TOTAL INFORMATION TECHNOLOGY				3,013,926


MATERIALS - (1.83%)
Chemicals (1.83%)
Intrepid Potash, Inc. ^**		10,000		238,900


TOTAL MATERIALS				238,900


TECHNOLOGY - (4.19%)
Electronic Components (1.95%)
DTS, Inc. ^**		9,000		254,970


Semiconductors (2.24%)
Cree, Inc. ^**		11,500		292,445


TOTAL TECHNOLOGY				547,415


UTILITIES - (2.64%)
Multi-Utilities (2.64%)
Elster Group SE - ADR ^**		25,450		344,338


TOTAL UTILITIES				344,338


TOTAL COMMON STOCKS (Cost $11,861,302)				12,996,414


	Shares		Market Value
MONEY MARKET MUTUAL FUNDS (4.23%)
Fifth Third U.S. Treasury Money Market Fund
(0.01% 7 Day Yield)		552,447	$	552,447


TOTAL MONEY MARKET MUTUAL FUNDS
(Cost $552,447)				552,447


TOTAL INVESTMENTS (103.75%)
(Cost $12,413,749)			$	13,548,861

LIABILITIES IN EXCESS OF OTHER ASSETS (-3.75%)				(489,932)


NET ASSETS (100.00%)			$	13,058,929

^** Non Income Producing Security.

ADR - American Depositary Receipt

N.V. - Naamloze Vennootschap is the Dutch term for public limited liability corporation.

See Notes to Quarterly Statement of Investments.


STATEMENT OF INVESTMENTS
SMALL-CAP GROWTH FUND (SBAGX)		January 31, 2012
		(Unaudited)


	Shares		Market Value
COMMON STOCKS (99.43%)
CONSUMER CYCLICAL - (1.97%)
Education Services (1.97%)
Grand Canyon Education, Inc. ^**		6,750	$	113,265


TOTAL CONSUMER CYCLICAL				113,265


CONSUMER DISCRETIONARY - (8.02%)
Casinos & Gaming (0.91%)
WMS Industries, Inc. ^**		2,400		52,536


Consumer Electronics (3.01%)
Harman International Industries, Inc.		4,100		173,020


Education Services (1.95%)
K12, Inc. ^**		5,000		111,950


Special Consumer Services (2.15%)
Steiner Leisure Ltd. ^**		2,500		123,450


TOTAL CONSUMER DISCRETIONARY				460,956


ENERGY - (5.62%)
Coal & Consumable Fuels (1.90%)
Cloud Peak Energy, Inc. ^**		5,750		108,962


Oil & Gas - Drilling (1.04%)
Atwood Oceanics, Inc. ^**		1,300		59,774


Oil & Gas - Equipment/Services (2.68%)
C&J Energy Services, Inc. ^**		9,250		154,013


TOTAL ENERGY				322,749


FINANCIALS - (12.26%)
Asset Management (2.27%)
Waddell & Reed Financial, Inc., Class A		4,750		130,387


Diversified Financial Services (4.05%)
Higher One Holdings, Inc. ^**		13,750		232,925


Investment Bank & Brokerage (3.11%)
FXCM, Inc., Class A		17,000		178,840


Specialized Finance (2.83%)
CBOE Holdings, Inc.		6,350		162,497


TOTAL FINANCIALS				704,649


	Shares		Market Value
HEALTH CARE - (26.29%)
Biotechnology (1.45%)
Genomic Health, Inc. ^**		3,000	$	83,250


Health Care - Equipment (2.93%)
Volcano Corp. ^**		6,000		168,300


Health Care - Managed Care (2.10%)
Accretive Health, Inc. ^**		4,500		120,735


Health Care - Services (2.33%)
Catalyst Health Solutions, Inc. ^**		1,950		106,782
HMS Holdings Corp. ^**		825		27,233

				134,015

Health Care - Supplies (5.59%)
Align Technology, Inc. ^**		3,600		84,816
Merit Medical Systems, Inc. ^**		16,750		236,343

				321,159

Health Care - Technology (3.46%)
Allscripts Healthcare Solutions, Inc. ^**		10,400		198,848


Health Care Technology (0.99%)
Quality Systems, Inc.		1,400		56,784


Life Science Tools (7.44%)
Luminex Corp. ^**		13,100		258,070
PAREXEL International Corp. ^**		7,050		169,905

				427,975

TOTAL HEALTH CARE				1,511,066


HEALTHCARE - (2.58%)
Healthcare Services (2.58%)
IPC The Hospitalist Co., Inc ^**		4,400		148,236


TOTAL HEALTHCARE				148,236


INDUSTRIAL - (1.99%)
Electronic Components (1.99%)
Polypore International, Inc. ^**		3,000		114,240


TOTAL INDUSTRIAL				114,240


INDUSTRIALS - (8.89%)
Aerospace/Defense (3.84%)
Hexcel Corp. ^**		4,400		110,308
Spirit Aerosystems Holdings, Inc., Class A ^**		4,850		110,289

				220,597

Construction & Engineering (3.16%)
Chicago Bridge & Iron Co. N.V.		1,250		53,225
Tutor Perini Corp. ^**		8,450		128,356

				181,581

Machinery - Construction & Farming (1.89%)
Titan International, Inc.		4,500		108,630


TOTAL INDUSTRIALS				510,808


	Shares		Market Value
INFORMATION TECHNOLOGY - (23.11%)
Application Software (2.96%)
Netscout Systems, Inc. ^**		2,750	$	56,815
Parametric Technology Corp. ^**		4,500		113,265

				170,080

Communications Equipment (5.36%)
Aviat Networks, Inc. ^**		45,000		99,900
Riverbed Technology, Inc. ^**		8,700		208,278

				308,178

Computer Storage/Peripherals (0.94%)
Intermec, Inc. ^**		6,400		54,016


IT Consulting & Services (2.00%)
Mistras Group, Inc. ^**		5,100		114,852


Semiconductor Equipment (2.12%)
Veeco Instruments, Inc. ^**		5,000		122,050


Semiconductors (5.70%)
EZchip Semiconductor Ltd. ^**		5,500		179,740
O2Micro International Ltd. - ADR ^**		6,500		30,810
TriQuint Semiconductor, Inc. ^**		19,500		116,805

				327,355

Software (2.98%)
Taleo Corp., Class A ^**		4,750		171,047


Systems Software (1.05%)
TeleCommunication Systems, Inc., Class A ^**		25,750		60,255


TOTAL INFORMATION TECHNOLOGY				1,327,833


MATERIALS - (1.87%)
Chemicals (1.87%)
Intrepid Potash, Inc. ^**		4,500		107,505


TOTAL MATERIALS				107,505


TECHNOLOGY - (4.18%)
Electronic Components (1.97%)
DTS, Inc. ^**		4,000		113,320


Semiconductors (2.21%)
Cree, Inc. ^**		5,000		127,150


TOTAL TECHNOLOGY				240,470


UTILITIES - (2.65%)
Multi-Utilities (2.65%)
Elster Group SE - ADR ^**		11,250		152,212


TOTAL UTILITIES				152,212


TOTAL COMMON STOCKS (Cost $5,201,292)				5,713,989


MONEY MARKET MUTUAL FUNDS (4.07%)


	Shares		Market Value
Fifth Third U.S. Treasury Money Market Fund
(0.01% 7 Day Yield)		233,792	$	233,792


TOTAL MONEY MARKET MUTUAL FUNDS (Cost $233,792)				233,792


TOTAL INVESTMENTS (103.50%) (Cost $5,435,084)			$	5,947,781


LIABILITIES IN EXCESS OF OTHER ASSETS (-3.50%)
				(201,221)


NET ASSETS (100.00%)			$	5,746,560

^** Non Income Producing Security.

ADR - American Depositary Receipt

N.V. - Naamloze Vennootschap is the Dutch term for public limited liability corporation.

See Notes to Quarterly Statement of Investments.

NOTES TO QUARTERLY STATEMENTS OF INVESTMENTS

January 31, 2012 (Unaudited)

1. ORGANIZATION:

Organization and Nature of Operations — Stonebridge Funds Trust (“the Trust”) is registered under the Investment Company Act of 1940, as amended, as a diversified, open-end management investment company organized as a Delaware statutory trust by a Declaration of Trust dated July 31, 1998. The Trust, which became effective November 1, 1998, currently has two active investment portfolios, the Stonebridge Institutional Small-Cap Growth Fund and the Stonebridge Small-Cap Growth Fund, each referred to as a “Series” or a “Fund” of the Trust. Stonebridge Institutional Small-Cap Growth Fund, also referred to as the Institutional Fund, and the Stonebridge Small-Cap Growth Fund, also referred to as the Small-Cap Fund, seek long-term growth of capital, with the production of short-term income as a secondary objective, through investing at least 80% of the Fund’s assets in companies with smaller market capitalizations (defined as companies with market capitalizations at the time of purchase in the range of $100 million to $3 billion) and generally investing in companies with strong balance sheets, high/growing return on invested capital, positive free cash flow, and earnings growth in excess of 20%.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Use of Estimates — The preparation of each Series’ 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 amounts reported in these financial statements and accompanying notes. Actual results could differ from those estimates.

Security Valuation — Investment securities listed or traded on a registered securities exchange are valued at the last sales price on the date of valuation. For securities traded on NASDAQ, the NASDAQ Official Closing Price is used. Securities traded on the over-the-counter market for which no sales are reported are valued at the mean between the bid and asked price. Short-term debt securities having a remaining maturity of 60 days or less consist exclusively of U.S. Treasury and Agency Obligations and are stated at amortized cost which is approximately equivalent to value. Other securities for which quotations are not readily available are valued at fair value as determined in good faith by the Funds’ Fair Value Committee in accordance with the methods approved by the Board of Trustees. For instance, if trading in a security has been halted or suspended or a security has been delisted from a national exchange, if a security has not been traded for an extended period of time, or if a significant event with respect to a security occurs after the close of the market or exchange on which the security principally trades and before the time the Trust calculates the Funds’ net asset value, the Fair Value Committee will determine the security’s fair value. In making a determination of the value of the security, the Committee will consider factors such as the fundamental analytical data relating to the security, forces affecting the market in which the security is purchased and sold, the price, yield and extent of public or private trading in similar securities of the issuer or comparable companies, and other relevant factors.

Fair Value Measurements — In accordance with GAAP, the Funds use a three-tier hierarchy to establish classification of fair value measurements for disclosure purposes. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk. Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability that are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs are inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability that are developed based on the best information available.



Level 1-		Unadjusted quoted prices in active markets for identical assets or liabilities that the Funds have the ability to access.

Level 2-		Observable inputs other than quoted prices included in level 1 that are observable for the asset or liability, either directly or indirectly. These inputs may include quoted prices for the identical instrument on an inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, yield curves, default rates and similar data.

Level 3-		Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available; representing the Funds’ own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.

The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in level 3.

The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety is determined based on the lowest level input that is significant to the fair value measurement in its entirety.

Various inputs are used in determining the value of the Funds’ investments as of the reporting period end. The designated

input levels are not necessarily an indication of the risk or liquidity associated with these investments. These inputs are categorized in the following hierarchy under applicable financial accounting standards.

The following is a summary of the inputs used as of January 31, 2012 in valuing the Funds’ investments carried at value:


Institutional Small-Cap Growth Fund (SBSCX)

	Valuation Inputs
Investments in Securities at Value	Level 1		Level 2		Level 3		Total
Common Stocks *	$	12,996,414	$	–	$	–	$	12,996,414
Money Market Mutual Funds	$	552,447		–		–		552,447
Total	$	13,548,861	$	–	$	–	$	13,548,861


Small-Cap Growth Fund (SBAGX)

	Valuation Inputs
Investments in Securities at Value	Level 1		Level 2		Level 3		Total
Common Stocks *	$	5,713,989	$	–	$	–	$	5,713,989
Money Market Mutual Funds		233,792		–		–		233,792
Total	$	5,947,781	$	–	$	–	$	5,947,781

*For detailed Industry descriptions, see the accompanying Statement of Investments.

There were no significant transfers between Level 1 and Level 2 during the period. All securities of the Funds were valued using Level 1 inputs during the period ended January 31, 2012. Thus, a reconciliation of assets in which significant unobservable inputs (Level 3) were used is not applicable.

3. UNREALIZED APPRECIATION AND DEPRECIATION ON INVESTMENTS:

The amount of net unrealized appreciation and the cost of investment securities for tax purposes, including short-term securities, at January 31, 2012 were as follows:


	Stonebridge Institutional Small-Cap Growth Fund	Stonebridge Small-Cap Growth Fund
Gross appreciation (excess of value over tax cost)	$1,383,524	$617,231
Gross depreciation (excess of tax cost over value)	(268,347)	(114,748)
Net unrealized appreciation	1,115,177	502,483

Cost of investments for income tax purposes	$12,433,684	$5,445,298

Item 2 - Controls and Procedures.

(a)

The Registrant’s principal executive officer and principal financial officer have evaluated the Registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) as of a date within 90 days of this filing and have concluded that the Registrant’s disclosure controls and procedures were effective, as of that date.

(b)

There was no change in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) that occurred during the Registrant’s last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

Item 3 – Exhibits.

Separate certifications for the Registrant’s principal executive officer and principal financial officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002 and Rule 30a-2(a) under the Investment Company Act of 1940, are attached as Ex99.CERT.

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.


STONEBRIDGE FUNDS TRUST

By:		/s/ Richard C. Barrett
		Richard C. Barrett
		President, Principal Executive Officer

Date:		March 14, 2012

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:		/s/ Richard C. Barrett
		Richard C. Barrett
		President, Principal Executive Officer

Date:		March 14, 2012

By:		/s/ Debra L. Newman
		Debra L. Newman
		Treasurer, Principal Financial Officer

Date:		March 14, 2012

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