U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read instructions at end of Form before preparing Form.
Please print or type.
1. Name and address of issuer:
The DLB Fund Group
One Memorial Drive
Cambridge, Massachusetts 02142
2. Name of each series or class of funds for which this notice is filed:
DLB Fixed Income Fund
DLB Global Small Capitalization Fund
DLB Value Fund
DLB Mid Capitalization Fund
3. Investment Company Act File Number: 811-08690
Securities Act File Number: 33-82336
4. Last day of fiscal year for which this notice is filed:
December 31, 1995
5. Check box if this notice is being filed more than 180 days after the close
of the issuer's fiscal year for purposes of reporting securities sold
after the close of the fiscal year but before termination of the issuer's
24f-2 declaration:
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see Instruction A.6).
N/A
7. Number and amount of securities of the same class or series which had been
registered under the Securities Act of 1933 other than pursuant to rule
24f-2 in a prior fiscal year, but which remained unsold at the beginning
of the fiscal year:
0 shares
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
0 shares
9. Number and aggregate sale price of securities sold during the fiscal year:
3,510,003 shares
$35,100,030
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
3,510,003 shares
$35,100,030
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable (see
Instruction B.7):
64,932 shares
$680,002
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold
during the fiscal year in reliance on
rule 24f-2 (from Item 10): $ 35,100,030
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from Item 11, if applicable): + 680,002
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year
(if applicable): - N/A
(iv) Aggregate price of shares redeemed or
repurchased and previously applied as
a reduction to filing fees pursuant to
rule 24e-2 (if applicable): + N/A
(v) Net aggregate price of securities sold
and issued during the fiscal year in
reliance on rule 24f-2 [line (i), plus
line (ii), less line (iii), plus line
(iv)] (if applicable): 35,780,032
(vi) Multiplier prescribed by Section 6(b) of
the Securities Act of 1933 or other
applicable law or regulation (see Instruction
C.6): x 1/2900
(vii) Fee due [line (i) or line (v) multiplied by
line (vi)]: 12,338
Instruction: Issuers should complete lines (ii), (iii), (iv), and (v) only if
the form is being filed within 60 days after the close of the
issuer's fiscal year. See Instruction C.3.
13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules of
Informal and Other Procedures (17 CFR 202.3a). X
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
February 28, 1996
SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
By (Signature and Title)* /s/Ronald E. Gwozdz
Ronald E. Gwozdz, President
Date February 29, 1996
*Please print the name and title of the signing officer below the signature.
Ropes & Gray
One International Place
Boston, Massachusetts 02ll0-2624
(617) 95l-7000
FAX: (6l7) 95l-7050
February 29, 1996
The DLB Fund Group
One Memorial Drive
Cambridge, Massachusetts 02142
Gentlemen:
You have informed us that you intend to file a Rule 24f-2 Notice (the
"Notice") with the Securities and Exchange Commission (the "Commission")
pursuant to Rule 24f-2 (the "Rule") under the Investment Company Act of 1940,
as amended, making definite the registration of 3,510,003 shares of beneficial
interest (the "Shares") of your DLB Fixed Income Fund, DLB Global Small
Capitalization Fund, DLB Value Fund and DLB Mid Capitalization Fund sold in
reliance upon the Rule during your fiscal year ended December 31, 1995.
We have examined your Agreement and Declaration of Trust on file in the
office of the Secretary of The Commonwealth of Massachusetts. We are familiar
with the actions taken by your Trustees to authorize the issue and sale from
time to time of your shares of beneficial interest at not less than net asset
value and have assumed that the Shares have been issued and sold in accordance
with such action. We have also examined a copy of your By-laws and such other
documents as we have deemed necessary for the purposes of this opinion.
Based on the foregoing, we are of the opinion that the Shares have been
duly authorized and validly issued and are fully paid and non-assessable.
The Trust is an entity of the type commonly known as a "Massachusetts
business trust." Under Massachusetts law, shareholders could, under certain
circumstances, be held personally liable for the obligations of the Trust.
However, the Agreement and Declaration of Trust disclaims shareholder liability
for acts or obligations of the Trust and requires that notice of such
disclaimer be given in each agreement, obligation or instrument entered into or
executed by the Trust or its Trustees. The Agreement and Declaration of Trust
provides for indemnification out of the property of the particular series of
shares for all loss and expense of any shareholder of that series held
personally liable solely by reason of his being or having been a shareholder.
Thus, the risk of shareholder liability is limited to circumstances in which
that series of shares itself would be unable to meet its obligations.
We consent to this opinion accompanying the Notice when filed with the
Commission.
Very truly yours,
/s/ Ropes & Gray
Ropes & Gray
