File No. 33-82366
File No. 811-08690
As filed with the Securities and Exchange Commission
on July 31, 1996
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM N-1A
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933 /X/
POST-EFFECTIVE AMENDMENT NO. 4
AND/OR /X/
REGISTRATION STATEMENT UNDER
THE INVESTMENT COMPANY ACT OF 1940 /X/
AMENDMENT NO. 6 /X/
THE DLB FUND GROUP
(Exact Name of Registrant as Specified in Charter)
One Memorial Drive, Cambridge, Massachusetts 02142
(Address of Principal Executive Office)
(617)225-3800
(Registrant's Telephone Number, Including Area Code)
Ronald E. Gwozdz
David L. Babson & Co., Inc.
One Memorial Drive
Cambridge, Massachusetts 02142
(Name and Address of Agent for Service)
with a copy to:
Gregory D. Sheehan, Esq.
Ropes & Gray
One International Place
Boston, Massachusetts 02110
It is proposed that this filing become effective (check appropriate box):
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<S>
<C> <C> <C> <C>
|_| Immediately upon filing pursuant to |X| on August 19, 1996 pursuant to paragraph
(b)
paragraph (b)
|_| 60 days after filing pursuant to paragraph |_| on (date) pursuant to paragraph (a)(1)
(a)(1)
|_| 75 days after filing pursuant to paragraph |_| on (date) pursuant to paragraph (a)(2) of
rule 485.
(a)(2)
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If appropriate, check the following box:
|X| This post-effective amendment designates a new effective date for a
previously-filed, post-effective amendment.
Pursuant to Rule 24f-2(a) under the Investment Company Act of 1940, the
Registrant has previously declared the registration under the Securities Act of
1933 of an indefinite number of its shares of beneficial interest. Registrant
filed a Rule 24f-2 Notice with respect to Registrant's fiscal year ended
December 31, 1995 on February 29, 1996.
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The Cross Reference Sheet, Part A and Part B (including the financial statements
and Reports of Independent Auditors included therein) included in
Post-Effective Amendment No. 3 to the Registrant's Registration Statement
on Form N-1A (File No. 33-82366), previously filed on May 20, 1996, is
incorporated herein by reference.
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THE DLB FUND GROUP
FORM N-1A
PART C. OTHER INFORMATION
Item 24. Financial Statements and Exhibits.
(a) Index to Financial Statements and Supporting Schedules:
(1) Financial Statements:
Financial highlights for Fixed Income Fund (a).
Financial highlights for Global Small Cap Fund (a).
Financial highlights for Value Fund (a).
Financial highlights for Mid Cap Fund (a).
Statementof Assets and Liabilities for Fixed Income
Fund as of December 31, 1995 (b).
Statementof Operations for Fixed Income Fund for the
period from July 25, 1995 to December 31,
1995 (b).
Statementof Changes in Net Assets for Fixed Income
Fund for the period from July 25, 1995 to
December 31, 1995 (b).
Notes to financial statements for Fixed Income
Fund b).
Statement of Assets and Liabilities for Global Small
Cap Fund as of
December 31, 1995 (b).
Statementof Operations for Global Small Cap Fund for
the period from July 19, 1995 to December
31, 1995 (b).
Statementof Changes in Net Assets for Global Small
Cap Fund for the period from July 19, 1995
to December 31, 1995 (b).
Notes to financial statements for Global Small Cap
Fund (b).
Statement of Assets and Liabilities for Value Fund
as of December 31, 1995 (b).
Statementof Operations for Value Fund for the period
from July 25, 1995 to December 31, 1995 (b).
Statementof Changes in Net Assets for Value Fund for
the period from July 25, 1995 to December
31, 1995 (b).
Notes to financial statements for Value Fund (b).
Statement of Assets and Liabilities for Mid Cap Fund
as of December 31, 1995 (b).
Statementof Operations for Mid Cap Fund for the
period from July 25, 1995 to December 31,
1995(b).
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Statementof Changes in Net Assets for Mid Cap Fund
for the period from July 25, 1995 to
December 31, 1995 (b).
Notes to Financial Statements for Mid Cap Fund (b).
(2) Supporting Schedules:
Schedule I - Portfolio of investments
owned as of December 31, 1995,
for Fixed Income Fund (b).
- Portfolio of investments owned as
of December 31, 1995 for Global
Small Cap Fund (b).
- Portfolio of investments owned as
of December 31, 1995 for Value
Fund (b).
- Portfolio of investments owned as
of December 31, 1995 for Mid Cap
Fund (b).
Schedules II through IX omitted because the required
matter is not present.
(a) Included in Part A.
(b) Included in Part B.
(b) Exhibits:
(1) (a) Agreement and Declaration of Trust*
(b) Amendment No.1 to Agreement and
Declaration of Trust
(2) By-Laws**
(3) Not Applicable
(4) Not Applicable
(5) Forms of Management Contracts
(a) Management Contract between the Trust and David L.
Babson & Co., Inc. (the "Manager") on behalf of the
Fixed Income Fund**
(b) Management Contract between the Trust and the
Manager on behalf of the Global Small Cap Fund**
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*Incorporated by reference to Registrant's Post-Effective Amendment No. 2 filed
electronically on March 18, 1996 (File No. 811-08690).
**Incorporated by reference to Registrant's initial Annual Report on
Form N-SAR for the period ending December 31, 1995 filed electronically
on February 29, 1996.
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(c) Sub-Advisory Agreement between the Manager and
Babson-Stewart Ivory International ("BSII") on behalf of
the Global Small Cap Fund**
(d) Management Contract between the Trust and the
Manager on behalf of the Value Fund**
(e) Management Contract between the Trust and the
Manager on behalf of the Mid Cap Fund**
(f) Management Contract between the Trust and the
Manager on behalf of the Global Bond Fund
(g) Sub-Advisory Agreement between the Manager and
Potomac Babson Incorporated on behalf of the Global
Bond Fund
(h) Management Contract between the Trust and the
Manager on behalf of the Quantitative Equity Fund
(6) Not Applicable
(7) Not Applicable
(8) Form of Custodian Agreement between the Trust and
Investors Bank & Trust Company ("IBT")***
(9) Form of Transfer Agency Agreement between the Trust and
IBT***
(10) Opinion and Consent of Ropes & Gray****
(11) Consent of Deloitte & Touche LLP dated July 30, 1996
(12) Not Applicable
(13) Letter of Understanding relating to initial capital****
(14) Not Applicable
(15) Not Applicable
(16) Not Applicable
(17) Financial Data Schedules for the:
(a) Fixed Income Fund*
(b) Global Small Cap Fund*
(c) Value Fund*
(d) Mid Cap Fund*
(18) Not Applicable
- --------
*** Incorporated by reference to Registrant's initial Registration
Statement on Form N-1A filed on August 3, 1994.
****Incorporated by reference to Registrant's Pre-Effective Amendment
No. 2 filed on June 30, 1995.
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Powers of Attorney for Peter C. Thompson, Ronald E.
Gwozdz, Charles E. Hugel, Richard A. Nenneman and
Peter S. Schliemann*****
Powers of Attorney for Richard J. Phelps and DeAnne B. Dupont
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Item 25. Persons Controlled by or under Common Control with Registrant.
As of June 30, 1996, approximately (i) 41.9%, 29.6% and 28.4% of the
outstanding shares of beneficial interest of the Fixed Income Fund were held by
Massachusetts Mutual Life Insurance Company ("Mass Mutual"), David L. Babson &
Co. Profit Sharing Plan ("DLB Profit Sharing") and Haley & Aldrich,
respectively, (ii) 91.0% and 8.9% of the outstanding shares of beneficial
interest of the Mid Cap Fund were held by Mass Mutual and DLB Profit Sharing,
respectively, (iii) 69.4%, 12.3% and 18.1% of the outstanding shares of
beneficial interest of the Value Fund were held by Mass Mutual, DLB Profit
Sharing and Universal Cooperatives, respectively, and (iv) 90.2%, 8.8% and
0.9% of the outstanding shares of beneficial interest of the Global Small
Cap Fund were held by Mass Mutual, DLB Profit Sharing and David L.
Babson & Co., Inc., respectively.
Item 26. Number of Holders of Securities.
Number of Record Holders
as of the date of this
Title of Class Registration Statement
Shares of Beneficial Interest of Fixed Income Fund 4
Shares of Beneficial Interest of Global Small Cap Fund 3
Shares of Beneficial Interest of Value Fund 4
Shares of Beneficial Interest of Mid Cap Fund 3
Item 27. Indemnification.
Article VIII, Sections 1, 2 and 3 of Registrant's Agreement and
Declaration of Trust provides as follows with respect to indemnification of the
Trustees and officers of Registrant against liabilities which may be incurred by
them in such capacities:
- --------
***** Incorporated by reference to Registrant's Pre-Effective Amendment No. 1
filed on October 12, 1994.
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Section 1. Trustees, Officers, Etc. The Trust shall indemnify each of
its Trustees and officers (including persons who serve at the Trust's request as
directors, officers or trustees of another organization in which the Trust has
any interest as a shareholder, creditor or otherwise) (hereinafter referred to
as a "Covered Person") against all liabilities and expenses, including but not
limited to amounts paid in satisfaction of judgments, in compromise or as fines
and penalties, and counsel fees reasonably incurred by any Covered Person in
connection with the defense or disposition of any action, suit or other
proceeding, whether civil or criminal, before any court or administrative or
legislative body, in which such Covered Person may be or may have been involved
as a party or otherwise or with which such Covered Person may be or may have
been threatened, while in office or thereafter, by reason of being or having
been such a Covered Person except with respect to any matter as to which such
Covered Person shall have been finally adjudicated in any such action, suit or
other proceeding to be liable to the Trust or its Shareholders by reason of
willful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of such Covered Person's office. Expenses,
including counsel fees so incurred by any such Covered Person (but excluding
amounts paid in satisfaction of judgments, in compromise or as fines or
penalties), shall be paid from time to time by Trust in advance of the final
disposition of any such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such Covered Person to repay amounts so paid to
the Trust if it is ultimately determined that indemnification of such expenses
is not authorized under this Article, provided, however, that either (a) such
Covered Person shall have provided appropriate security for such undertaking,
(b) the Trust shall be insured against losses arising from any such advance
payments or (c) either a majority of the disinterested Trustees acting on the
matter (provided that a majority of the disinterested Trustees then in office
act on the matter), or independent legal counsel in a written opinion, shall
have determined, based upon a review of readily available facts (as opposed to a
full trial type inquiry) that there is reason to believe that such Covered
Person will be found entitled to indemnification under this Article.
Section 2. Compromise Payment. As to any matter disposed of (whether by
a compromise payment, pursuant to a consent decree or otherwise) without an
adjudication by a court, or by any other body before which the proceeding was
brought, that such Covered Person is liable to the Trust or its Shareholders by
reason of willful misfeasance, bad faith, gross negligence or reckless disregard
of the duties involved in the conduct of his or her office, indemnification
shall be provided if (a) approved, after notice that it involves such
indemnification, by at least a majority of the disinterested Trustees acting on
the matter (provided that a majority of the disinterested Trustees then in
office act on the matter) upon a determination, based upon a review of readily
available facts (as opposed to a full trial type inquiry) that such Covered
Person is not liable to the Trust or its Shareholders by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his or her office, or (b) there has been obtained an
opinion in writing of independent legal counsel, based upon a review of readily
available facts (as opposed to a full trial type inquiry) to the effect that
such indemnification would not protect such Person against any liability to the
Trust to which he would otherwise be subject by reason of willful
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misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his or her office. Any approval pursuant to this
Section shall not prevent the recovery from any Covered Person of any amount
paid to such Covered Person in accordance with this Section as indemnification
if such Covered Person is subsequently adjudicated by a court of competent
jurisdiction to have been liable to the Trust or its Shareholders by reason of
willful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of such Covered Person's office.
Section 3. Indemnification Not Exclusive. The right of indemnification
hereby provided shall not be exclusive of or affect any other rights to which
such Covered Person may be entitled. As used in this Article VIII, the term
"Covered Person" shall include such person's heirs, executors and administrators
and a "disinterested Trustee" is a Trustee who is
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not an "interested person" of the Trust as defined in Section 2(a)(19) of the
1940 Act (or who has been exempted from being an "interested person" by any
rule, regulation or order of the Commission), and against whom none of such
actions, suits or other proceedings or another action, suit or other proceeding
on the same or similar grounds is then or has been pending. Nothing contained in
this Article shall affect any rights to indemnification to which personnel of
the Trust, other than Trustees or officers, and other persons may be entitled by
contract or otherwise under law, nor the power of the Trust to purchase and
maintain liability insurance on behalf of any such person; provided, however,
that the Trust shall not purchase or maintain any such liability insurance in
contravention of applicable law, including without limitation the 1940 Act.
Item 28. Business and Other Connections of Adviser.
No director or officer of David L. Babson & Co., Inc., the Registrant's
investment adviser, has been engaged for his own account or in the capacity of
director, officer, employee, partner or trustee in any other business,
profession, vocation or employment of a substantial nature at any time during
the past two fiscal years.
Item 29. Principal Underwriters -- Not Applicable.
Item 30. Location of Accounts and Records.
The accounts, books or other documents required to be maintained by
Section 31(a) of the Investment Company Act of 1940 and the Rules thereunder
will be kept by the Registrant, the Manager and BSII at their respective
principal business offices at One Memorial Drive, Cambridge, Massachusetts
02142, by Potomac Babson Incorporated, sub-adviser to the DLB Global Bond
Portfolio, at its principal business office at 1290 Avenue of the Americas, New
York, New York 10019, and by the Registrant's Custodian and Transfer Agent at
its principal business office at 89 South Street, Boston, Massachusetts 02205.
Item 31. Management Services.
There are no management-related service contracts not discussed in Part
A or Part B.
Item 32. Undertakings.
(a) The Registrant hereby undertakes to furnish to each person to whom a
prospectus is delivered a copy of the Registrant's latest annual report to
shareholders containing the information required by Item 5A of Form N-1A omitted
from the Prospectus, upon request and without charge.
(b) The Registrant hereby undertakes to file a post-effective amendment
with respect to the Global Fund and the Quantitative Equity Fund, using
financial statements which need not be certified, within four to six
months from the effective date of this Post-Effective Amendment No. 4 to the
Registrant's Registration Statement.
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NOTICE
A copy of the Agreement and Declaration of Trust of The DLB Fund Group, as
amended, is on file with the Secretary of The Commonwealth of Massachusetts and
notice is hereby given that this instrument is executed on behalf of the
Registrant by an officer of the Registrant as an officer and not individually
and the obligations of or arising out of this instrument are not binding upon
any of the Trustees or shareholders individually but are binding only upon
the assets and property of the relevant series of the Registrant.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
and the Investment Company Act of 1940, as amended, the Registrant certifies
that it meets all of the requirements for effectiveness of this Post-Effective
Amendment pursuant to Rule 485(b) under the Securities Act of 1933, as amended,
and has duly caused this Post-Effective Amendment to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Cambridge, The
Commonwealth of Massachusetts, on the 31st day of July, 1996.
THE DLB FUND GROUP
By: /s/ Ronald E. Gwozdz
-------------------------
Ronald E. Gwozdz
President
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment of The DLB Fund Group has been signed below by the
following persons in the capacities and on the dates indicated.
* Trustee; Chairman July 31, 1996
- -----------------------------------
Peter C. Thompson
* Trustee; Principal July 31, 1996
- ----------------------------------- Executive
Ronald E. Gwozdz Officer; and President
* Treasurer; Principal July 31, 1996
- ----------------------------------- Financial
DeAnne B. Dupont Officer and Principal
Accounting Officer
* Trustee July 31, 1996
- -----------------------------------
Charles E. Hugel
* Trustee July 31, 1996
- -----------------------------------
Richard A. Nenneman
* Trustee July 31, 1996
- -----------------------------------
Peter S. Schliemann
*
- ----------------------------------- Trustee July 31, 1996
Richard J. Phelps
*By /s/ Ronald E. Gwozdz
--------------------------
Ronald E. Gwozdz
Attorney-In-Fact
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EXHIBIT INDEX
Exhibit No. Description
1(b) Amendment No. 1 to Agreement and Declaration of Trust
5(f) Management Contract between the Trust and the Manager on
behalf of the Global Bond Fund
5(g) Sub-Advisory Agreement between the Manager and Potomac
Babson Incorporated on behalf of the Global Bond Fund
5(h) Management Contract between the Trust and the Manager on
behalf of the Quantitative Equity Fund
11 Consent of Deloitte & Touche LLP dated July 30, 1996
Powers of Attorney for Richard J. Phelps and DeAnne B.
Dupont
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THE DLB FUND GROUP
AMENDMENT NO. 1
AGREEMENT AND DECLARATION OF TRUST
The undersigned, being at least a majority of the Trustees of The DLB
Fund Group, a Massachusetts business trust, created and existing under an
Agreement and Declaration of Trust dated August 1, 1994 (the "Agreement"), a
copy of which is on file in the Office of the Secretary of State of The
Commonwealth of Massachusetts, do hereby direct that this Amendment No.1 be
filed with the Secretary of State of The Commonwealth of Massachusetts and do
hereby amend to read in its entirety the first sentence of Section 6 of Article
III of the Agreement as follows:
"Without limiting the authority of the Trustees set forth in Section 5,
inter alia, to establish and designate any further Series or Classes or
to modify the rights and preferences of any Series or Classes, the "DLB
Fixed Income Fund", the "DLB Global Small Capitalization Fund", the
"DLB Value Fund", the "DLB Mid Capitalization Fund", the "DLB
Quantitative Equity Fund" and the "DLB Global Bond Fund" shall be, and
hereby are, established and designated as separate Series of the
Trust."
The foregoing amendment shall become effective as of the time it is
filed with the Secretary of State of The Commonwealth of Massachusetts.
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IN WITNESS WHEREOF, we have hereunto set our hands for ourselves and
our successors and assigns this 16th day of May, 1996.
/s/Richard E. Gwozdz
--------------------
Ronald E. Gwozdz
/s/Charles E. Hugel
-------------------
Charles E. Hugel
/s/Richard A. Nenneman
----------------------
Richard A. Nenneman
/s/Richard J. Phelps
--------------------
Richard J. Phelps
/s/Peter C. Thompson
--------------------
Peter C. Thompson
----------------------
Peter C. Schliemann
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COMMONWEALTH OF MASSACHUSETTS )
) ss:
COUNTY OF MIDDLESEX )
Then personally appeared before me each of the above-named Trustees and
acknowledged the foregoing instrument to be their free act and deed.
Dated: May 16, 1996 /s/Maureen A. Madden
--------------------
Notary Public
My Commission Expires:
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MANAGEMENT CONTRACT
Management Contract executed as of May 16, 1996 between THE DLB FUND
GROUP, a Massachusetts business trust (the "Trust") on behalf of its DLB Global
Bond Fund (the "Fund"), and DAVID L. BABSON & CO., INC., a Massachusetts
corporation (the "Manager").
W I T N E S S E T H:
That in consideration of the mutual covenants herein contained, it is
agreed as follows:
1. SERVICES TO BE RENDERED BY MANAGER TO THE TRUST.
(a) Subject always to the control of the Trustees of the Trust and to
such policies as the Trustees may determine, the Manager will, at its expense,
(i) furnish continuously an investment program for the Fund and will make
investment decisions on behalf of the Fund and place all orders for the purchase
and sale of its portfolio securities and (ii) furnish office space and
equipment, provide bookkeeping and clerical services (excluding determination of
net asset value, shareholder accounting services and fund accounting services)
and pay all salaries, fees and expenses of officers and Trustees of the Trust
who are affiliated with the Manager. In the performance of its duties, the
Manager will comply with the provisions of the Agreement and Declaration of
Trust and By-laws of the Trust and the Fund's stated investment objective,
policies and restrictions.
(b) In placing orders for the portfolio transactions of the Fund, the
Manager will seek the best price and execution available, except to the extent
it may be permitted to pay higher brokerage commissions for brokerage and
research services as described below. In using its best efforts to obtain for
the Fund the most favorable price and execution available, the Manager shall
consider all factors it deems relevant, including, without limitation, the
overall net economic result to the Fund (involving price paid or received and
any commissions and other costs paid), the efficiency with which the transaction
is effected, the ability to effect the transaction at all where a large block is
involved, availability of the broker to stand ready to execute possibly
difficult transactions in the future and the financial strength and stability of
the broker. Subject to such policies as the Trustees may determine, the Manager
shall not be deemed to have acted unlawfully or to have breached any duty
created by this Contract or otherwise solely by reason of its having caused the
Fund to pay a broker or dealer that provides brokerage and research services to
the Manager an amount of commission for effecting a portfolio investment
transaction in excess of the amount of commission another broker or dealer would
have charged for effecting that transaction, if the Manager determines in good
faith that such amount of commission was reasonable in relation to the value of
the brokerage and research services provided by such broker or dealer, viewed in
terms of either
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that particular transaction or the Manager's overall responsibilities with
respect to the Fund and to other clients of the Manager as to which the Manager
exercises investment discretion.
(c) Subject to the provisions of the Agreement and Declaration of Trust
of the Trust and the Investment Company Act of 1940, the Manager, at its
expense, may select and contract with investment consultants or sub-advisers
(the "Consultants" or "Sub-Advisers," as applicable) for the Fund. The Manager
will compensate any Consultant or Sub-Adviser of the Fund for its services to
the Fund. The Manager may terminate the services of the Consultant or
Sub-Adviser at any time in its sole discretion and shall at such time assume the
responsibilities of such Consultant or Sub-Adviser unless and until a successor
Consultant or Sub-Adviser is selected.
(d) The Manager shall not be obligated under this Contract to pay any
expenses of or for the Trust or of or for the Fund not expressly assumed by the
Manager pursuant to this Section 1 other than as provided in Section 3.
2. OTHER AGREEMENTS, ETC.
It is understood that any of the shareholders, Trustees, officers and
employees of the Trust may be a partner, shareholder, director, officer or
employee of, or be otherwise interested in, the Manager, and in any person
controlling, controlled by or under common control with the Manager, and that
the Manager and any person controlling, controlled by or under common control
with the Manager may have an interest in the Trust. It is also understood that
the Manager and persons controlling, controlled by or under common control with
the Manager have and may have advisory, management service, distribution or
other contracts with other organizations and persons, and may have other
interests and businesses.
3. COMPENSATION TO BE PAID BY THE FUND TO THE MANAGER.
The Fund will pay to the Manager as compensation for the Manager's
services rendered, for the facilities furnished and for the expenses borne by
the Manager pursuant to Section 1, a fee, computed and paid monthly at the
annual rate of .75% of the Fund's average daily net asset value. Such average
daily net asset value of the Fund shall be determined by taking an average of
all of the determinations of such net asset value during such month while this
Contract is in effect. Such fee shall be payable for each month within five (5)
business days after the end of such month.
In the event that expenses of the Fund for any fiscal year should
exceed the expense limitation on investment company expenses imposed by any
statute or regulatory authority of any jurisdiction in which shares of the Fund
are qualified for offer and sale, the compensation due the Manager for such
fiscal year shall be reduced by the amount of such excess by a reduction or
refund thereof. In the event that the expenses of the Fund exceed any expense
limitation which the Manager may, by written notice to the Trust, voluntarily
declare to be
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effective with respect to the Fund, subject to such terms and conditions as the
Manager may prescribe in such notice, the compensation due the Manager shall be
reduced, and, if necessary, the Manager shall bear the Fund's expenses to the
extent required by such expense limitation.
If the Manager shall serve for less than the whole of a month, the
foregoing compensation shall be prorated.
4. ASSIGNMENT TERMINATES THIS CONTRACT; AMENDMENTS OF THIS
CONTRACT.
This Contract shall automatically terminate, without the payment of any
penalty, in the event of its assignment; and this Contract shall not be amended
unless such amendment is approved at a meeting by the affirmative vote of a
majority of the outstanding shares of the Fund, and by the vote, cast in person
at a meeting called for the purpose of voting on such approval, of a majority of
the Trustees of the Trust who are not interested persons of the Trust or of the
Manager.
5. EFFECTIVE PERIOD AND TERMINATION OF THIS CONTRACT.
This Contract shall become effective upon its execution, and shall
remain in full force and effect continuously thereafter (unless terminated
automatically as set forth in Section 4)
until terminated as follows:
(a) Either party hereto may at any time terminate this
Contract by not more than sixty days' written notice delivered or
mailed by registered mail, postage prepaid, to the other party, or
(b) If (i) the Trustees of the Trust or the shareholders by
the affirmative vote of a majority of the outstanding shares of the
Fund, and (ii) a majority of the Trustees of the Trust who are not
interested persons of the Trust or of the Manager, by vote cast in
person at a meeting called for the purpose of voting on such approval,
do not specifically approve at least annually the continuance of this
Contract, then this Contract shall automatically terminate at the close
of business on the second anniversary of its execution, or upon the
expiration of one year from the effective date of the last such
continuance, whichever is later; provided, however, that if the
continuance of this Contract is submitted to the shareholders of the
Fund for their approval and such shareholders fail to approve such
continuance of this Contract as provided herein, the Manager may
continue to serve hereunder in a manner consistent with the Investment
Company Act of 1940 and the rules and regulations thereunder.
Action by the Trust under (a) above may be taken either (i) by vote of
a majority of its Trustees, or (ii) by the affirmative vote of a majority of the
outstanding shares of the Fund.
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Termination of this Contract pursuant to this Section 5 shall be
without the payment of any penalty.
6. CERTAIN DEFINITIONS.
For the purposes of this Contract, the "affirmative vote of a majority
of the outstanding shares" of the Fund means the affirmative vote, at a duly
called and held meeting of shareholders, (a) of the holders of 67% or more of
the shares of the Fund present (in person or by proxy) and entitled to vote at
such meeting, if the holders of more than 50% of the outstanding shares of the
Fund entitled to vote at such meeting are present in person or by proxy, or (b)
of the holders of more than 50% of the outstanding shares of the Fund entitled
to vote at such meeting, whichever is less.
For the purposes of this Contract, the terms "affiliated person,"
"control," "interested person" and "assignment" shall have their respective
meanings defined in the Investment Company Act of 1940 and the rules and
regulations thereunder, subject, however, to such exemptions as may be granted
by the Securities and Exchange Commission under said Act; and the phrase
"specifically approve at least annually" shall be construed in a manner
consistent with the Investment Company Act of 1940 and the rules and regulations
thereunder.
7. NONLIABILITY OF MANAGER.
In the absence of willful misfeasance, bad faith or gross negligence on
the part of the Manager, or reckless disregard of its obligations and duties
hereunder, the Manager shall not be subject to any liability to the Trust, or to
any shareholder of the Trust, for any act or omission in the course of, or
connected with, rendering services hereunder.
8. INITIALS "DLB."
The Manager owns the initials "DLB" and such initials may be used by
the Trust only with the consent of the Manager. The Manager consents to the use
by the Trust of the name "The DLB Fund Group" or any other name embodying the
initials "DLB", in such forms as the Manager shall in writing approve, but only
on condition and so long as (i) this Contract shall remain in full force and
effect and (ii) the Trust shall fully perform, fulfill and comply with all
provisions of this Contract expressed herein to be performed, fulfilled or
complied with by it. No such name shall be used by the Trust at any time or in
any place or for any purposes or under any conditions except as in this section
provided. The foregoing authorization by the Manager to the Trust to use said
initials as part of a business or name is not exclusive of the right of the
Manager itself to use, or to authorize others to use, the same; the Trust
acknowledges and agrees that as between the Manager and the Trust, the Manager
has the exclusive right so to use, or authorize others to use, said initials and
the Trust agrees to take such action as may reasonably be requested by the
Manager to give full effect to the provisions of this section (including,
without limitation, consenting to such use of said
-4-
<PAGE>
initials). Without limiting the generality of the foregoing, the Trust agrees
that, upon any termination of this Contract by either party or upon the
violation of any of its provisions by the Trust, the Trust will, at the request
of the Manager made within six months after the Manager has knowledge of such
termination or violation, use its best efforts to change the name of the Trust
so as to eliminate all reference, if any, to the initials "DLB" and will not
thereafter transact any business in a name containing the initials "DLB" in any
form or combination whatsoever, or designate itself as the same entity as or
successor to an entity of such name, or otherwise use the initials "DLB" or any
other reference to the Manager. Such covenants on the part of the Trust shall be
binding upon it, its trustees, officers, stockholders, creditors and all other
persons claiming under or through it.
9. EXERCISE OF VOTING RIGHTS.
Except as instructed otherwise by the Trustees of the Trust, the
Manager shall at its discretion exercise or procure the exercise of any voting
right attaching to investments of the Fund.
10. LIMITATION OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS.
A copy of the Agreement and Declaration of Trust of the Trust is on
file with the Secretary of State of The Commonwealth of Massachusetts, and
notice is hereby given that this instrument is executed on behalf of the
Trustees of the Trust as Trustees and not individually and that the obligations
of this instrument are not binding upon any of the Trustees or shareholders
individually but are binding only upon the assets and property of the Fund.
-5-
<PAGE>
IN WITNESS WHEREOF, THE DLB FUND GROUP and DAVID L. BABSON &
CO., INC. have each caused this instrument to be signed in duplicate on its
behalf by its duly authorized representative, all as of the day and year first
above written.
THE DLB FUND GROUP
By_______________________________
Title:
DAVID L. BABSON & CO., INC.
By_______________________________
Title:
-6-
THE DLB GLOBAL BOND FUND
SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement executed as of May 16, 1996 between DAVID L.
BABSON & CO., INC. (the "Manager") and POTOMAC BABSON INCORPORATED (the "Sub-
Adviser").
W I T N E S S E T H:
That in consideration of the mutual covenants herein contained, it is
agreed as follows:
1. SERVICES TO BE RENDERED BY THE SUB-ADVISER TO THE MANAGER.
(a) Subject always to the control of the Trustees of The DLB Fund Group
(the "Trust"), a Massachusetts business trust, and to such policies as the
Trustees or the Manager, as the case may be, may determine, the Sub-Adviser
will, at its expense, (i) furnish continuously an investment program for the DLB
Global Bond Fund (the "Fund") and will make investment decisions on behalf of
the Fund and place all orders for the purchase and sale of its portfolio
securities and (ii) furnish office space and equipment and provide bookkeeping
and clerical services (excluding determination of net asset value, shareholder
accounting services and fund accounting services). In the performance of its
duties, the Sub-Adviser will comply with the provisions of the Agreement and
Declaration of Trust and By-laws of the Trust and the Fund's stated investment
objective, policies and restrictions.
(b) In placing orders for the portfolio transactions of the Fund, the
Sub-Adviser will seek the best price and execution available, except to the
extent it may be permitted to pay higher brokerage commissions for brokerage and
research services as described below. In using its best efforts to obtain for
the Fund the most favorable price and execution available, the Sub-Adviser shall
consider all factors it deems relevant, including, without limitation, the
overall net economic result to the Fund (involving price paid or received and
any commissions and other costs paid), the efficiency with which the transaction
is effected, the ability to effect the transaction at all where a large block is
involved, availability of the broker to stand ready to execute possibly
difficult transactions in the future and the financial strength and stability of
the broker. Subject to such policies as the Trustees or the Manager, as the case
may be, may determine, the Sub-Adviser shall not be deemed to have acted
unlawfully or to have breached any duty created by this Agreement or otherwise
solely by reason of its having caused the Fund to pay a broker or dealer that
provides brokerage and research services to the Sub-Adviser an amount of
commission for effecting a portfolio investment transaction in excess of the
amount of commission another broker or dealer would have charged for effecting
that transaction, if the Sub-Adviser determines in good faith that such amount
of commission was reasonable in relation to the value of the brokerage and
research services provided by such
-1-
<PAGE>
broker or dealer, viewed in terms of either that particular transaction or the
Sub-Adviser's overall responsibilities with respect to the Fund and to other
clients of the Sub-Adviser as to which the Sub-Adviser exercises investment
discretion.
(c) The Sub-Adviser shall not be obligated under this Agreement to pay
any expenses of or for the Trust or of or for the Fund not expressly assumed by
the Sub-Adviser pursuant to this Section 1 other than as provided in Section 3.
2. OTHER AGREEMENTS, ETC.
It is understood that any of the shareholders, Trustees, officers and
employees of the Trust may be a partner, shareholder, director, officer or
employee of, or be otherwise interested in, the Sub-Adviser, and in any person
controlling, controlled by or under common control with the Sub-Adviser, and
that the Sub-Adviser and any person controlling, controlled by or under common
control with the Sub-Adviser may have an interest in the Trust. It is also
understood that the Sub-Adviser and persons controlling, controlled by or under
common control with the Sub-Adviser have and may have advisory, management
service, distribution or other contracts with other organizations and persons,
and may have other interests and businesses; provided, however, that without the
prior consent of the Manager, neither the Sub-Adviser nor any of its affiliates
shall undertake to act as investment adviser or subadviser for any U.S.
registered investment company that has substantially similar investment policies
to the Fund.
3. COMPENSATION TO BE PAID BY THE MANAGER TO THE SUB-ADVISER.
The Manager will pay to the Sub-Adviser as compensation for the
Sub-Adviser's services rendered, for the facilities furnished and for the
expenses borne by the Sub-Adviser pursuant to Section 1, a fee, computed and
paid monthly at the annual rate of .65% of the Fund's average daily net asset
value. Such average daily net asset value of the Fund shall be determined by
taking an average of all of the determinations of such net asset value during
such month while this Agreement is in effect. Such fee shall be payable for each
month within five (5) business days after the end of such month.
In the event that expenses of the Fund for any fiscal year should
exceed the expense limitation on investment company expenses imposed by any
statute or regulatory authority of any jurisdiction in which shares of the Trust
are qualified for offer and sale, the compensation due the Sub-Adviser for such
fiscal year shall be reduced by the amount of such excess by a reduction or
refund thereof. In the event that the expenses of the Fund exceed any expense
limitation which the Sub-Adviser may, by written notice to the Manager,
voluntarily declare to be effective with respect to the Fund, subject to such
terms and conditions as the Sub-Adviser may prescribe in such notice, the
compensation due the Sub-Adviser shall be reduced, and, if necessary, the
Sub-Adviser shall bear the Fund's expenses to the extent required by such
expense limitation.
-2-
<PAGE>
If the Sub-Adviser shall serve for less than the whole of a month, the
foregoing compensation shall be prorated.
4. ASSIGNMENT TERMINATES THIS AGREEMENT; AMENDMENTS OF THIS
AGREEMENT.
This Agreement shall automatically terminate, without the payment of
any penalty, in the event of its assignment or in the event that the Management
Contract between the Manager and the Trust relating to the Fund shall have
terminated for any reason; and this Agreement shall not be amended unless such
amendment is approved at a meeting by the affirmative vote of a majority of the
outstanding shares of the Fund, and by the vote, cast in person at a meeting
called for the purpose of voting on such approval, of a majority of the Trustees
of the Trust who are not interested persons of the Trust or of the Manager or of
the Sub-Adviser.
5. EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT.
This Agreement shall become effective upon its execution, and shall
remain in full force and effect continuously thereafter (unless terminated
automatically as set forth in Section 4) until terminated as follows:
(a) Either party hereto may at any time terminate this
Agreement by not more than sixty days' written notice delivered or
mailed by registered mail, postage prepaid, to the other parties, or
(b) If (i) the Trustees of the Trust or the shareholders by
the affirmative vote of a majority of the outstanding shares of the
Fund, and (ii) a majority of the Trustees of the Trust who are not
interested persons of the Trust, the Manager or of the Sub-Adviser, by
vote cast in person at a meeting called for the purpose of voting on
such approval, do not specifically approve at least annually the
continuance of this Agreement, then this Agreement shall automatically
terminate at the close of business on the second anniversary of its
execution, or upon the expiration of one year from the effective date
of the last such continuance, whichever is later; provided, however,
that if the continuance of this Agreement is submitted to the
shareholders of the Fund for their approval and such shareholders fail
to approve such continuance of this Agreement as provided herein, the
Sub-Adviser may continue to serve hereunder in a manner consistent with
the Investment Company Act of 1940 (the "1940 Act") and the rules and
regulations thereunder.
Action by the Trust under (a) above may be taken either (i) by vote of
a majority of its Trustees, or (ii) by the affirmative vote of a majority of the
outstanding shares of the Fund.
Termination of this Agreement pursuant to this Section 5 shall be
without the payment of any penalty.
-3-
<PAGE>
6. CERTAIN INFORMATION.
The Sub-Adviser shall promptly notify the Manager in writing of the
occurrence of any of the following events: (a) the Sub-Adviser shall fail to be
registered as an investment adviser under the Investment Advisers Act of 1940,
as amended from time to time, and under the laws of any jurisdiction in which
the Sub-Adviser is required to be registered as an investment adviser in order
to perform its obligations under this Agreement or any other agreement
concerning the provision of investment advisory services to the Trust, (b) the
Sub-Adviser shall be disqualified from serving as investment adviser to the Fund
pursuant to Section 9 of the 1940 Act, or otherwise, (c) the Sub-Adviser shall
have been served or otherwise have notice of any action, suit, proceeding or
inquiry or investigation, at law or in equity, before or by any court, public
board or body, involving the affairs of the Trust, (d) there is a change in
control of the Sub-Adviser or any parent of the Sub-Adviser within the meaning
of the 1940 Act or (e) there is a material adverse change in the business or
financial position of the Sub-Adviser.
7. CERTAIN DEFINITIONS.
For the purposes of this Agreement, the "affirmative vote of a majority
of the outstanding shares" of the Fund means the affirmative vote, at a duly
called and held meeting of shareholders, (a) of the holders of 67% or more of
the shares of the Fund present (in person or by proxy) and entitled to vote at
such meeting, if the holders of more than 50% of the outstanding shares of the
Fund entitled to vote at such meeting are present in person or by proxy, or (b)
of the holders of more than 50% of the outstanding shares of the Fund entitled
to vote at such meeting, whichever is less.
For the purposes of this Agreement, the terms "affiliated person",
"control," "interested person" and "assignment" shall have their respective
meanings defined in the 1940 Act and the rules and regulations thereunder,
subject, however, to such exemptions as may be granted by the Securities and
Exchange Commission under said Act; and the phrase "specifically approve at
least annually" shall be construed in a manner consistent with the 1940 Act and
the rules and regulations thereunder.
8. NONLIABILITY OF THE SUB-ADVISER.
In the absence of willful misfeasance, bad faith or gross negligence on
the part of the Sub-Adviser, or reckless disregard of its obligations and duties
hereunder, the Sub-Adviser shall not be subject to any liability to the Trust,
or to any shareholder of the Trust, for any act or omission in the course of, or
connected with, rendering services hereunder.
-4-
<PAGE>
9. EXERCISE OF VOTING RIGHTS.
Except as instructed otherwise by the Trustees of the Trust or the
Manager, the Sub-Adviser shall at its discretion exercise or procure the
exercise of any voting right attaching to investments of the Fund.
10. LIMITATION OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS.
A copy of the Agreement and Declaration of Trust of the Trust is on
file with the Secretary of State of The Commonwealth of Massachusetts, and
notice is hereby given that this instrument is executed on behalf of the
Trustees of the Trust as Trustees and not individually and the obligations of
this instrument are not binding upon any of the Trustees or shareholders
individually but are binding only upon the assets and property of the Fund.
-5-
<PAGE>
IN WITNESS WHEREOF, David L. Babson & Co., Inc. and Potomac Babson
Incorporated have each caused this instrument to be signed in duplicate on its
behalf by its duly authorized representative, all as of the day and year first
above written.
DAVID L. BABSON & CO., INC.
By_______________________________
Title:
POTOMAC BABSON INCORPORATED
By_______________________________
Title:
Accepted and agreed to as of the day and year first above written:
THE DLB FUND GROUP,
on behalf of the
DLB Global Bond Fund
By________________________
Title:
-6-
MANAGEMENT CONTRACT
Management Contract executed as of May 16, 1996 between THE DLB FUND
GROUP, a Massachusetts business trust (the "Trust") on behalf of its DLB
Quanitative Equity Fund (the "Fund"), and DAVID L. BABSON & CO., INC., a
Massachusetts corporation (the "Manager").
W I T N E S S E T H:
That in consideration of the mutual covenants herein contained, it is
agreed as follows:
1. SERVICES TO BE RENDERED BY MANAGER TO THE TRUST.
(a) Subject always to the control of the Trustees of the Trust and to
such policies as the Trustees may determine, the Manager will, at its expense,
(i) furnish continuously an investment program for the Fund and will make
investment decisions on behalf of the Fund and place all orders for the purchase
and sale of its portfolio securities and (ii) furnish office space and
equipment, provide bookkeeping and clerical services (excluding determination of
net asset value, shareholder accounting services and fund accounting services)
and pay all salaries, fees and expenses of officers and Trustees of the Trust
who are affiliated with the Manager. In the performance of its duties, the
Manager will comply with the provisions of the Agreement and Declaration of
Trust and By-laws of the Trust and the Fund's stated investment objective,
policies and restrictions.
(b) In placing orders for the portfolio transactions of the Fund, the
Manager will seek the best price and execution available, except to the extent
it may be permitted to pay higher brokerage commissions for brokerage and
research services as described below. In using its best efforts to obtain for
the Fund the most favorable price and execution available, the Manager shall
consider all factors it deems relevant, including, without limitation, the
overall net economic result to the Fund (involving price paid or received and
any commissions and other costs paid), the efficiency with which the transaction
is effected, the ability to effect the transaction at all where a large block is
involved, availability of the broker to stand ready to execute possibly
difficult transactions in the future and the financial strength and stability of
the broker. Subject to such policies as the Trustees may determine, the Manager
shall not be deemed to have acted unlawfully or to have breached any duty
created by this Contract or otherwise solely by reason of its having caused the
Fund to pay a broker or dealer that provides brokerage and research services to
the Manager an amount of commission for effecting a portfolio investment
transaction in excess of the amount of commission another broker or dealer would
have charged for effecting that transaction, if the Manager determines in good
faith that such amount of commission was reasonable in relation to the value of
the brokerage and research services provided by such broker or dealer, viewed in
terms of either
-1-
<PAGE>
that particular transaction or the Manager's overall responsibilities with
respect to the Fund and to other clients of the Manager as to which the Manager
exercises investment discretion.
(c) Subject to the provisions of the Agreement and Declaration of Trust
of the Trust and the Investment Company Act of 1940, the Manager, at its
expense, may select and contract with investment consultants or sub-advisers
(the "Consultants" or "Sub-Advisers," as applicable) for the Fund. The Manager
will compensate any Consultant or Sub-Adviser of the Fund for its services to
the Fund. The Manager may terminate the services of the Consultant or
Sub-Adviser at any time in its sole discretion and shall at such time assume the
responsibilities of such Consultant or Sub-Adviser unless and until a successor
Consultant or Sub-Adviser is selected.
(d) The Manager shall not be obligated under this Contract to pay any
expenses of or for the Trust or of or for the Fund not expressly assumed by the
Manager pursuant to this Section 1 other than as provided in Section 3.
2. OTHER AGREEMENTS, ETC.
It is understood that any of the shareholders, Trustees, officers and
employees of the Trust may be a partner, shareholder, director, officer or
employee of, or be otherwise interested in, the Manager, and in any person
controlling, controlled by or under common control with the Manager, and that
the Manager and any person controlling, controlled by or under common control
with the Manager may have an interest in the Trust. It is also understood that
the Manager and persons controlling, controlled by or under common control with
the Manager have and may have advisory, management service, distribution or
other contracts with other organizations and persons, and may have other
interests and businesses.
3. COMPENSATION TO BE PAID BY THE FUND TO THE MANAGER.
The Fund will pay to the Manager as compensation for the Manager's
services rendered, for the facilities furnished and for the expenses borne by
the Manager pursuant to Section 1, a fee, computed and paid monthly at the
annual rate of .75% of the Fund's average daily net asset value. Such average
daily net asset value of the Fund shall be determined by taking an average of
all of the determinations of such net asset value during such month while this
Contract is in effect. Such fee shall be payable for each month within five (5)
business days after the end of such month.
In the event that expenses of the Fund for any fiscal year should
exceed the expense limitation on investment company expenses imposed by any
statute or regulatory authority of any jurisdiction in which shares of the Fund
are qualified for offer and sale, the compensation due the Manager for such
fiscal year shall be reduced by the amount of such excess by a reduction or
refund thereof. In the event that the expenses of the Fund exceed any expense
limitation which the Manager may, by written notice to the Trust, voluntarily
declare to be
-2-
<PAGE>
effective with respect to the Fund, subject to such terms and conditions as the
Manager may prescribe in such notice, the compensation due the Manager shall be
reduced, and, if necessary, the Manager shall bear the Fund's expenses to the
extent required by such expense limitation.
If the Manager shall serve for less than the whole of a month, the
foregoing compensation shall be prorated.
4. ASSIGNMENT TERMINATES THIS CONTRACT; AMENDMENTS OF THIS
CONTRACT.
This Contract shall automatically terminate, without the payment of any
penalty, in the event of its assignment; and this Contract shall not be amended
unless such amendment is approved at a meeting by the affirmative vote of a
majority of the outstanding shares of the Fund, and by the vote, cast in person
at a meeting called for the purpose of voting on such approval, of a majority of
the Trustees of the Trust who are not interested persons of the Trust or of the
Manager.
5. EFFECTIVE PERIOD AND TERMINATION OF THIS CONTRACT.
This Contract shall become effective upon its execution, and shall
remain in full force and effect continuously thereafter (unless terminated
automatically as set forth in Section 4)
until terminated as follows:
(a) Either party hereto may at any time terminate this
Contract by not more than sixty days' written notice delivered or
mailed by registered mail, postage prepaid, to the other party, or
(b) If (i) the Trustees of the Trust or the shareholders by
the affirmative vote of a majority of the outstanding shares of the
Fund, and (ii) a majority of the Trustees of the Trust who are not
interested persons of the Trust or of the Manager, by vote cast in
person at a meeting called for the purpose of voting on such approval,
do not specifically approve at least annually the continuance of this
Contract, then this Contract shall automatically terminate at the close
of business on the second anniversary of its execution, or upon the
expiration of one year from the effective date of the last such
continuance, whichever is later; provided, however, that if the
continuance of this Contract is submitted to the shareholders of the
Fund for their approval and such shareholders fail to approve such
continuance of this Contract as provided herein, the Manager may
continue to serve hereunder in a manner consistent with the Investment
Company Act of 1940 and the rules and regulations thereunder.
Action by the Trust under (a) above may be taken either (i) by vote of
a majority of its Trustees, or (ii) by the affirmative vote of a majority of the
outstanding shares of the Fund.
-3-
<PAGE>
Termination of this Contract pursuant to this Section 5 shall be
without the payment of any penalty.
6. CERTAIN DEFINITIONS.
For the purposes of this Contract, the "affirmative vote of a majority
of the outstanding shares" of the Fund means the affirmative vote, at a duly
called and held meeting of shareholders, (a) of the holders of 67% or more of
the shares of the Fund present (in person or by proxy) and entitled to vote at
such meeting, if the holders of more than 50% of the outstanding shares of the
Fund entitled to vote at such meeting are present in person or by proxy, or (b)
of the holders of more than 50% of the outstanding shares of the Fund entitled
to vote at such meeting, whichever is less.
For the purposes of this Contract, the terms "affiliated person,"
"control," "interested person" and "assignment" shall have their respective
meanings defined in the Investment Company Act of 1940 and the rules and
regulations thereunder, subject, however, to such exemptions as may be granted
by the Securities and Exchange Commission under said Act; and the phrase
"specifically approve at least annually" shall be construed in a manner
consistent with the Investment Company Act of 1940 and the rules and regulations
thereunder.
7. NONLIABILITY OF MANAGER.
In the absence of willful misfeasance, bad faith or gross negligence on
the part of the Manager, or reckless disregard of its obligations and duties
hereunder, the Manager shall not be subject to any liability to the Trust, or to
any shareholder of the Trust, for any act or omission in the course of, or
connected with, rendering services hereunder.
8. INITIALS "DLB."
The Manager owns the initials "DLB" and such initials may be used by
the Trust only with the consent of the Manager. The Manager consents to the use
by the Trust of the name "The DLB Fund Group" or any other name embodying the
initials "DLB", in such forms as the Manager shall in writing approve, but only
on condition and so long as (i) this Contract shall remain in full force and
effect and (ii) the Trust shall fully perform, fulfill and comply with all
provisions of this Contract expressed herein to be performed, fulfilled or
complied with by it. No such name shall be used by the Trust at any time or in
any place or for any purposes or under any conditions except as in this section
provided. The foregoing authorization by the Manager to the Trust to use said
initials as part of a business or name is not exclusive of the right of the
Manager itself to use, or to authorize others to use, the same; the Trust
acknowledges and agrees that as between the Manager and the Trust, the Manager
has the exclusive right so to use, or authorize others to use, said initials and
the Trust agrees to take such action as may reasonably be requested by the
Manager to give full effect to the provisions of this section (including,
without limitation, consenting to such use of said
-4-
<PAGE>
initials). Without limiting the generality of the foregoing, the Trust agrees
that, upon any termination of this Contract by either party or upon the
violation of any of its provisions by the Trust, the Trust will, at the request
of the Manager made within six months after the Manager has knowledge of such
termination or violation, use its best efforts to change the name of the Trust
so as to eliminate all reference, if any, to the initials "DLB" and will not
thereafter transact any business in a name containing the initials "DLB" in any
form or combination whatsoever, or designate itself as the same entity as or
successor to an entity of such name, or otherwise use the initials "DLB" or any
other reference to the Manager. Such covenants on the part of the Trust shall be
binding upon it, its trustees, officers, stockholders, creditors and all other
persons claiming under or through it.
9. EXERCISE OF VOTING RIGHTS.
Except as instructed otherwise by the Trustees of the Trust, the
Manager shall at its discretion exercise or procure the exercise of any voting
right attaching to investments of the Fund.
10. LIMITATION OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS.
A copy of the Agreement and Declaration of Trust of the Trust is on
file with the Secretary of State of The Commonwealth of Massachusetts, and
notice is hereby given that this instrument is executed on behalf of the
Trustees of the Trust as Trustees and not individually and that the obligations
of this instrument are not binding upon any of the Trustees or shareholders
individually but are binding only upon the assets and property of the Fund.
-5-
<PAGE>
IN WITNESS WHEREOF, THE DLB FUND GROUP and DAVID L. BABSON &
CO., INC. have each caused this instrument to be signed in duplicate on its
behalf by its duly authorized representative, all as of the day and year first
above written.
THE DLB FUND GROUP
By_______________________________
Title:
DAVID L. BABSON & CO., INC.
By_______________________________
Title:
-6-
INDEPENDENT AUDITORS' CONSENT
We consent to the use in this Post-Effective Amendment No. 4 to
Registration Statement No. 33-82366 of The DLB Fund Group of our reports each
dated February 1, 1996 of DLB Fixed Income Fund, DLB Global Small Capitalization
Fund, DLB Value Fund, and DLB Mid Capitalization Fund, each a series of The DLB
Fund Group and to the references to us under the headings "Condensed Financial
Information" in the Prospectus and "Experts" in the Statement of Additional
Information, both of which are part of such Registration Statement.
/s/ Deloitte & Touche LLP
- -------------------------
Boston, Massachusetts
July 30, 1996
I, the undersigned Trustee of The DLB Fund Group (the "Trust"), hereby
constitute and appoint Peter C. Thompson, Ronald E. Gwozdz, and John V. Murphy,
and each of them singly, my true and lawful attorneys with full power to sign
for me, and in my name and in the capacity indicated below, the Registration
Statement on Form N-1A with respect to the Trust's shares of beneficial interest
and other matters set forth therein, and any and all amendments to such
Registration Statement, and to file the same with all exhibits thereto, and
other documents in connection thereunder, with the Securities and Exchange
Commission, granting unto my said attorneys, and each of them acting alone, full
power and authority to do and perform each and every act and thing requisite or
necessary to be done in the premises, as fully to all intents and purposes as he
might or could do in person, and hereby ratify and confirm all that said
attorneys or any of them may lawfully do or cause to be done by virtue thereof.
WITNESS my hand on the date set forth below.
Signature Title Date
/s/ Richard J. Phelps Trustee May 16, 1996
- ---------------------
Richard J. Phelps
-1-
POWER OF ATTORNEY
I, the undersigned officer of The DLB Fund Group (the "Trust"), hereby
constitute and appoint Peter C. Thompson, Ronald E. Gwozdz, and John V. Murphy,
and each of them singly, my true and lawful attorneys with full power to sign
for me, and in my name and in the capacities indicated below, the Registration
Statement on Form N-1A with respect to the Trust's shares of beneficial interest
and other matters set forth therein, and any and all amendments to such
Registration Statement, and to file the same with all exhibits thereto, and
other documents in connection thereunder, with the Securities and Exchange
Commission, granting unto my said attorneys, and each of them acting alone, full
power and authority to do and perform each and every act and thing requisite or
necessary to be done in the premises, as fully to all intents and purposes as he
might or could do in person, and hereby ratify and confirm all that said
attorneys or any of them may lawfully do or cause to be done by virtue thereof.
WITNESS my hand on the date set forth below.
Signature Title Date
/s/ DeAnne B. Dupont Treasurer, Principal Financial July 22, 1996
- --------------------
DeAnne B. Dupont Officer and Principal Accounting
Officer
-2-
