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.
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1. Name and address of issuer:
The DLB Fund Group
One Memorial Drive
Cambridge, Massachusetts 02142
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2. Name of each series or class of funds for which this notice is filed:
DLB Fixed Income Fund DLB Quantitative Equity Fund
DLB Global Small Capitalization Fund DLB Global Bond Fund
DLB Value Fund
DLB Mid Capitalization Fund
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3. Investment Company Act File Number: 811-08690
Securities Act File Number: 33-82336
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4. Last day of fiscal year for which this notice is filed:
December 31, 1996
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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:
[ ]
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6. Date of termination of issuer's declaration under Rule 24f-2(a)(1), if
applicable (see Instruction A.6).
N/A
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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
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8. Number and amount of securities registered during the fiscal year other
than pursuant to Rule 24f-2:
0 shares
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FORM24.
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9. Number and aggregate sale price of securities sold during the fiscal year:
5,646,509 (Includes Drip Shares)
$58,207,831
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10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to Rule 24f-2:
5,311,697 shares
$54,508,352
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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):
N/A
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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):
$ 54,508,352
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(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable):
+ N/A
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(iii) Aggregate price of shares redeemed or repurchased during the fiscal
year (if applicable):
- N/A
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(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
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(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):
54,508,352
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(vi) Multiplier prescribed by Section 6(b) of the Securities Act of 1933 or
other applicable law or regulation (see Instruction C.6):
x 1/3300
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(vii)Fee due [line (i) or line (v) multiplied by line (vi)]:
16,517
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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.
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FORM24.
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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 26, 1997 ($17,347)
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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
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Ronald E. Gwozdz, President
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Date May 29, 1997
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*Please print the name and title of the signing officer below the signature.
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FORM24.
May 29, 1997
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 5,311,697 shares of beneficial
interest (the "Shares") of your DLB Fixed Income Fund, DLB Global Small
Capitalization Fund, DLB Value Fund, DLB Mid Capitalization Fund, DLB
Quantitative Equity Fund and DLB Global Bond Fund sold in reliance upon the Rule
during your fiscal year ended December 31, 1996. We understand that the Shares
do not include shares issued pursuant to the reinvestment of dividends, but that
the filing fee takes into account those shares as well as shares redeemed during
such fiscal year.
We have examined your Agreement and Declaration of Trust, as amended,
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.
We assume that appropriate action has been taken to register or qualify
the sale of the Shares under any applicable state and federal laws regulating
offerings and sales of securities, and that the Notice will be timely filed with
the Commission.
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
The DLB Fund Group -2-
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
