DLB FUND GROUP
N-30D, 1997-03-07
Previous: SINTER METALS INC, 10-K, 1997-03-07
Next: FIRST CITICORP LIFE VARIABLE ANNUITY SEPARATE ACCOUNT, N-30D, 1997-03-07










Manager's Commentary
- --------------------

COMING  ON THE HEELS OF A STELLAR  1995,  RETURNS  TO HIGH  GRADE  FIXED  INCOME
INVESTORS IN 1996 WERE  DISAPPOINTING.  A rise in the general  level of interest
rates over the course of the year resulted in price  depreciation  that offset a
portion of the coupon return earned on short and  intermediate  maturity  bonds.
Though   positive,   total   returns  for  the  broad  market   averages   still
underperformed three-month Treasury bills. The Lehman Aggregate Bond Index total
return for 1996 was 3.63%. Three month Treasury bill's annualized return for the
year was 5.39%. The DLB Fixed Income Fund total return for 1996 was 3.70%

THE RISE IN RATES REFLECTED INVESTOR CONCERNS THAT IMPROVING ECONOMIC CONDITIONS
DURING THE FIRST HALF OF 1996 WOULD  LEAD TO HIGHER  INFLATION.  Frequently,  in
recent years,  bond  investors  have been skittish about the prospects of higher
inflation.  As is often the case, however,  investors' expectations proved to be
off the mark. By the summer,  it was clear that  inflation was not  accelerting,
thus allowing the bond market to stabilize  and then stage a fall rally,  before
selling off again in December.  At year end,  interest rates were about 75 basis
points above December 1995 levels,  but below the interest rate highs reached in
the middle of 1996.

THE CORPORATE BOND ASSET CLASS--WHICH,  AS OF YEAR END, ACCOUNTS FOR ROUGHLY 41%
OF THE FUND'S  HOLDINGS--TURNED  IN AN EXCELLENT  YEAR.  On a duration  adjusted
basis,  high quality  corporates  recorded the best relative  returns within the
investment  grade  universe  for 1996.  Demand from yield hungry  investors  and
improving  credit  fundamentals  helped the  corporate  market to easily  absorb
record new issue volume of nearly $100 billion.

AS WE ENTER 1997, WE BELIEVE THE DLB FIXED INCOME FUND IS WELL POSITIONED FOR AN
ENVIRONMENT  OF  MODERATE  ECONOMIC  GROWTH  AND  LOW  INFLATION,  WHICH  WE SEE
CONTINUING. During 1996 the fund increased exposure to banks and airlines, among
other sectors.  Both industries are currently enjoying  excellent  fundamentals,
and we  believe  they  will  likely  outperform  the  market  over  the next few
quarters.  Also, additions to the mortgage-backed sector of the portfolio should
benefit the fund's performance if interest rate volatility  continues to decline
as it has recently.  At year's end, the fund's  average  effective  duration and
maturity  were 4.8 and 7.6  years,  respectively.  The  average  quality  of the
portfolio was Aa2. Portfolio turnover for 1996 was sixty-one percent.








                CUMULATIVE TOTAL RETURN SINCE INCEPTION 7/25/95


MOUNTAIN CHART PLOT POINTS:

                         DLB FIXED INCOME    LEHMAN AGGREGATE  
                         ----------------    ----------------  
                         $100,000.00         $100,000.00
31-Jul-95                $100,100.00         $100,150.00
31-Aug-95                $101,501.40         $101,361.82
30-Sep-95                $102,404.76         $102,345.02
31-Oct-95                $103,602.90         $103,675.51
30-Nov-95                $105,105.14         $105,230.64
31-Dec-95                $106,461.00         $106,703.87
31-Jan-96                $107,397.85         $107,408.12
28-Feb-96                $106,356.09         $105,539.22
31-Mar-96                $105,526.52         $104,800.44
30-Apr-96                $105,009.44         $104,213.56
30-May-96                $104,799.42         $104,005.13
30-Jun-96                $105,836.93         $105,398.80
31-Jul-96                $106,048.61         $105,683.38
31-Aug-96                $105,942.56         $105,503.72
30-Sep-96                $107,605.86         $107,339.48
31-Oct-96                $109,790.25         $109,722.42
30-Nov-96                $111,557.88         $111,598.67
31-Dec-96                $110,408.83         $110,560.80





TOTAL RETURNS FOR PERIODS ENDED 12/31/96

                                                             Annualized
                                        One Year           Since Inception
                                     1/1/96-12/31/96      7/25/95-12/31/96

DLB FIXED INCOME FUND                     3.71%                 6.82%
Lehman Brothers Aggregate                 3.61%                 6.92%

LEHMAN  BROTHERS  AGGREGATE  BOND INDEX is  composed of  securities  from Lehman
Brothers  Government/Corporate Bond Index, Mortgage-Backed Securities Index, and
the   Asset-Backed    Securities    Index.    Total   return   comprises   price
appreciation/depreciation and income as a percentage of the original investment.
Indexes are rebalanced monthly by market capitalization.

PAST PERFORMANCE DOES NOT GUARANTEE FUTURE RESULTS.  Investment return and share
price will  fluctuate with market  conditions,  and investors may have a gain or
loss when  shares  are  sold.  The  fund's  total  return  reflects  an  expense
limitation  in effect during the periods  shown.  In the absence of such expense
limitation, returns would have been lower.

THIS REPORT AND THE FUND FINANCIAL STATEMENTS CONTAINED HEREIN ARE SUBMITTED FOR
THE GENERAL  INFORMATION OF THE  SHAREHOLDERS  OF THE DLB FIXED INCOME FUND. The
report is not intended for distribution to prospective investors unless preceded
or accompanied by a current prospectus.




DELOITTE &
 TOUCHE LLP
                                              ----------------------------------
                                              DLB Fixed Income
                                              Fund

                                              Financial Statements for the
                                              Year Ended December 31, 1996 and
                                              for the Period from July 25, 1995
                                              (Commencement of Operations) to
                                              December 31, 1995





- --------------------
DELOITTE TOUCHE
TOHMATSU
INTERNATIONAL





DLB FIXED INCOME FUND

TABLE OF CONTENTS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S>                                                                                              <C>                

INDEPENDENT AUDITORS' REPORT                                                                       1


FINANCIAL STATEMENTS:

      Portfolio of Investments as of December 31, 1996                                            2-4

      Statement of Assets and Liabilities as of December 31, 1996                                  5

      Statement of Operations for the Year Ended December 31, 1996                                 6

      Statements of Changes in Net Assets for the Year Ended  December  31, 1996
        and the  Period  from July 25,  1995  (commencement  of  operations)  to
        December 31, 1995 7

      Financial  Highlights  for the Year Ended December 31, 1996 and the Period
        from July 25, 1995 (commencement of operations) to December 31, 1995 8

      Notes to Financial Statements                                                               9-11

</TABLE>





DELOITTE &
 TOUCHE LLP
- -----------                                  
       [LOGO]          

                     -----------------------------------------------------------
                     125 Summer Street                  Telephone: (617)261-8000
                     Boston, Massachusetts 02110-1617   Facsimile: (617)261-8111




INDEPENDENT AUDITORS' REPORT

To the Trustees of the DLB Fund Group and 
 Shareholders of DLB Fixed Income Fund:

We have audited the accompanying statement of assets and liabilities,  including
the portfolio of investments, of DLB Fixed Income Fund (a separate series of The
DLB Fund Group) as of December 31, 1996, the related statement of operations for
the year then  ended,  and the  statements  of  changes  in net  assets  and the
financial  highlights  for the year ended  December  31, 1996 and for the period
from July 25, 1995  (commencement  of  operations)  to December 31, 1995.  These
financial  statements  and financial  highlights are the  responsibility  of the
Fund's  management.  Our  responsibility  is to  express  an  opinion  on  these
financial statements and financial highlights based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether the  financial  statements  and  financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  Our procedures include confirmation of securities owned at December
31, 1996 by  correspondence  with the custodian and brokers;  where replies were
not received from brokers, we performed other auditing procedures. An audit also
includes assessing the accounting principles used and significant estimates made
by  management,   as  well  as  evaluating  the  overall   financial   statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  such  financial  statements  and financial  highlights  present
fairly,  in all material  respects,  the financial  position of DLB Fixed Income
Fund at December 31, 1996, the results of its operations, the changes in its net
assets,  and its  financial  highlights  for the  respective  stated  periods in
conformity with generally accepted accounting principles.


Deloitte & Touche LLP
February 5, 1997








- --------------------
DELOITTE TOUCHE
TOHMATSU
INTERNATIONAL
- --------------------



DLB FIXED INCOME FUND

PORTFOLIO OF INVESTMENTS
DECEMBER 31, 1996
- --------------------------------------------------------------------------------
BONDS - 91.4%

<TABLE>
<CAPTION>

    MOODY'S
     RATING                                                                                       PRINCIPAL
   (UNAUDITED)                     ISSUER                                                           AMOUNT         VALUE

                          US GOVERNMENT - 28.0%
<S>                       <C>                                                                   <C>            <C>           
       AAA                   US Treasury, 8.50%, 1997                                           $    150,000     $ 151,688
       AAA                   US Treasury, 8.875%, 1997                                               450,000       462,092
       AAA                   US Treasury, 7.875%, 1998                                               450,000       459,986
       AAA                   US Treasury, 6.375%, 1999                                               100,000       100,937
       AAA                   US Treasury, 7.50%, 1999                                                375,000       388,946
       AAA                   US Treasury, 6.25%, 2000                                                100,000       100,375
       AAA                   US Treasury, 6.25%, 2001                                                175,000       175,165
       AAA                   US Treasury, 7.50%, 2002                                                500,000       528,670
       AAA                   US Treasury, 11.625%, 2002                                              500,000       630,545
       AAA                   US Treasury, 6.25%, 2003                                                350,000       349,563
       AAA                   US Treasury, 5.875%, 2004                                               150,000       146,039
       AAA                   US Treasury, 10.375%, 2012                                              250,000       321,947
       AAA                   US Treasury, 8.125%, 2019                                               350,000       404,852
       AAA                   US Treasury, 8.125%, 2021                                                50,000        58,016
                                                                                                              -------------

                                                                                                                 4,278,821
                                                                                                              -------------

                         US FEDERAL AGENCY - 2.3%

       GOV                   Federal Home Loan Banks, 7.26%, 1999                                    100,000       100,906
                                                                                                              -------------

                         MORTGAGES - 23.5%
       GOV                   FHLMC, 6.30%, 1999                                                      250,000       249,453
       AAA                   FHLMC Gold Pool #M90449, 5.50%, 1999                                    481,800       469,514
       AAA                   FHLMC Gold Pool #G00143, 7.50%, 2005                                     66,339        66,720
       AAA                   FNMA Pool #346537, 6.00%,2011                                           504,999       485,632
       AAA                   GNMA Pool #410343, 7.50%, 2011                                          736,056       749,915
       AAA                   GNMA Pool #423828, 6.00%, 2011                                          505,000       487,683
       AAA                   GNMA Pool #377614, 7.50%, 2025                                          494,251       495,121
       AAA                   GNMA Pool #357262, 7.50%, 2023                                          433,228       435,208
       AAA                   Green Tree Financial Corporation, 1995-3 A4, 7.05%, 2025                100,000       101,500
       AAA                   Green Tree Financial Corporation, 1992 A3, 6.90%, 2027                  200,000       198,313
       BAA3                  Green Tree Financial Corporation, 1994-A, 6.90%, 2004                    26,972        26,900
       BAA3                  Green Tree Financial Corporation, 1995-A, 7.25%, 2005                    69,461        69,378
                                                                                                              -------------

                                                                                                                 3,835,337
                                                                                                              -------------

</TABLE>



                                        2






<TABLE>
<CAPTION>

BONDS (CONTINUED)

    MOODY'S
     RATING                                                                                        PRINCIPAL
(UNAUDITED)                               ISSUER                                                     AMOUNT        VALUE

                         INTERNATIONAL - 8.2%
<S>                      <C>                                                                       <C>          <C>          
       BAA1                  Southern Investments UK, 6.375%, 2001                                  $200,000 $     197,380
       BAA2                  Canadian National Railroad, 7.00%, 2004                                 500,000       491,045
        A2                   Province of Quebec, 6.50%, 2006                                         350,000       337,694
       AA3                   Province of Ontario, 6.00%, 2006                                        125,000       118,906
       AA3                   Province of Ontario, 15.75%, 2012                                       100,000       108,090
                                                                                                              -------------

                                                                                                                 1,253,115
                                                                                                              -------------

                         BANK - 3.5%
        A2                   Suntrust Banks, Inc., 6.00%, 2026                                       250,000       235,075
        A1                   Chase Capital, 7.67%, 2026                                              100,000        97,777
       AA2                   J.P. Morgan Capital Trust, 7.54%, 2027                                  200,000       195,458
                                                                                                              -------------

                                                                                                                   528,310
                                                                                                              -------------

                         FINANCIAL - 2.5%
        A1                   Ford Capital BV, 10.125%, 2000                                          100,000       111,592
        A1                   Ford Motor Credit Corp., 8.20%, 2002                                    250,000       265,405
                                                                                                              -------------

                                                                                                                   376,997
                                                                                                              -------------

                         INDUSTRIAL - 19.4%
        A3                   Chrysler Corp., 10.40%, 1999                                            100,000       102,496
        A3                   Ryder System Inc., 8.45%, 1999                                          100,000       105,158
        A2                   Sears, Roebuck & Co., 6.50%, 2000                                       100,000       100,052
        A3                   General Motors Corp., 9.625%, 2000                                      200,000       220,752
        A1                   Aluminum Company of America, 5.75%, 2001                                400,000       387,644
       BAA1                  Comdisco, Inc., 6.735%, 2001                                            200,000       196,780
        A2                   Phillip Morris Companies, Inc., 6.80%, 2003                             175,000       172,561
        A3                   Cardinal Health, Inc., 6.50%, 2004                                      400,000       392,528
       BA1                   Tele-Communications Inc., 8.65%, 2004                                    70,000        70,344
        A3                   Lockheed Martin Corp., 7.70%, 2008                                      150,000       156,935
        A1                   Ford Motor Co., 7.25%, 2008                                             300,000       302,496
       BA1                   Tele-Communications Inc., 7.875%, 2013                                   30,000        27,617
        A3                   Lockheed Martin, 7.65%, 2016                                            250,000       258,603
       BAA3                  Time Warner Entertainment, 8.375%, 2023                                  50,000        50,694
       BAA2                  American Stores Company, 8.00%, 2026                                    110,000       112,930
       BAA1                  Champion International Corp., 7.20%, 2026                               300,000       299,357
                                                                                                              -------------

                                                                                                                 2,956,947
                                                                                                              -------------
</TABLE>





                                        3





<TABLE>
<CAPTION>

          BONDS (CONTINUED)

    MOODY'S
     RATING                                                                                         PRINCIPAL
(UNAUDITED)                           ISSUER                                                         AMOUNT       VALUE

                         TRANSPORTATION - 4.0%
<S>                       <C>                                                                   <C>          <C>            
        A3                   CSX Corp., 9.50%, 2000                                               $  100,000  $    109,056
                                                                                                   
        A3                   CSX Corp., 9.00%, 2006                                                  200,000       225,240
        A2                   Southern Pacific Rail Corp., 8.66%, 2011                                145,000       157,212
       BAA1                  United Air Lines Inc., 7.27%, 2013                                      125,000       121,039
                                                                                                              -------------

                                                                                                                   612,547
                                                                                                              -------------

                             Total bonds (identified cost, $14,035,484)                                         13,942,980

                         REPURCHASE AGREEMENT -  7.8%
                             Bank of New York, dated 12/31/96, due
                             1/2/97 (secured by $1,227,000 U.S. Treasury
                             Notes, due 1/31/01, market value $1,220,865)                          1,195,700     1,195,700
                                                                                                              -------------

                             Total Investments (identified cost, $15,231,184)                                   15,138,680


                             Other assets, less liabilities - 0.8%                                                 121,865
                                                                                                              -------------

                             NET ASSETS - 100%                                                                 $15,260,545
                                                                                                              =============
</TABLE>


                             See notes to financial statements.





                                        4







<TABLE>
<CAPTION>


DLB FIXED INCOME FUND

STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1996
- ----------------------------------------------------------------------------------------------------------------

<S>                                                                                         <C>
ASSETS:
      Investments, at value (identified cost, $15,231,184)                                    $15,138,680
      Interest receivable                                                                         214,530
                                                                                             ------------

                Total assets                                                                   15,353,210
                                                                                             ------------

LIABILITIES:
      Payable for investments purchased                                                            10,822
      Distributions payable                                                                        67,931
      Management fees payable                                                                       5,059
      Accrued expenses                                                                              8,853
                                                                                             ------------

                Total liabilities                                                                  92,665
                                                                                             ------------

NET ASSETS                                                                                    $15,260,545
                                                                                             ============

NET ASSETS CONSIST OF:
      Paid-in capital                                                                         $15,393,498
      Unrealized depreciation on investments                                                      (92,504)
      Accumulated net realized loss on investments                                                (34,783)
      Accumulated distributions in excess of  net investment income                                (5,666)
                                                                                             ------------

                Total                                                                         $15,260,545
                                                                                             ============

SHARES OF BENEFICIAL INTEREST OUTSTANDING                                                       1,509,154
                                                                                             ============

NET ASSET VALUE, OFFERING PRICE, AND REDEMPTION PRICE PER
 SHARE (NET ASSETS + SHARES OF BENEFICIAL INTEREST
 OUTSTANDING)                                                                                $      10.11
                                                                                             ============
</TABLE>



See notes to financial statements.






                                        5




<TABLE>
<CAPTION>

DLB FIXED INCOME FUND

STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
- -----------------------------------------------------------------------------------------------------------------

<S>                                                                                              <C>     
INTEREST INCOME                                                                                  $821,911
                                                                                                 --------

EXPENSES:
      Management fee                                                                               47,593
      Custodian fee                                                                                54,866
      Legal fees                                                                                   34,775
      Accounting and audit fees                                                                    24,500
      Printing fees                                                                                19,776
      Registration costs                                                                            8,529
      Trustees' fees                                                                                7,375
                                                                                                 --------

                Total expenses                                                                    197,414

      Reduction of expenses by investment manager                                                (132,102)
                                                                                                 --------

                Net expenses                                                                       65,312
                                                                                                 --------

                Net investment income                                                             756,599
                                                                                                 --------

REALIZED AND UNREALIZED LOSS ON INVESTMENTS:
      Realized loss (identified cost basis)                                                       (34,750)

      Change in unrealized depreciation                                                          (225,496)
                                                                                                 --------

                Net realized and unrealized loss on investments                                  (260,246)
                                                                                                 --------

                Increase in net assets from operations                                           $496,353
                                                                                                 ========

</TABLE>






See notes to financial statements.




                                        6




<TABLE>
<CAPTION>

DLB FIXED INCOME FUND

STATEMENTS OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------------------------------------


                                                                           Year Ended       Period Ended
                                                                          December 31,      December 31,
                                                                              1996              1995 *
                                                                         ---------------   ---------------
<S>                                                                     <C>                 <C>
INCREASE (DECREASE) IN NET ASSETS:
  From operations:
     Net investment income                                                $     756,599      $    138,911
     Net realized gain (loss) on investments                                    (34,750)           53,226
     Net unrealized appreciation (depreciation) on investments                 (225,496)          132,992
                                                                            ------------       ----------

               Increase in net assets from operations                           496,353           325,129
                                                                            ------------       ----------

  Distributions declared to shareholders:
     From net investment income                                                (756,599)         (138,911)
     In excess of net investment income                                          (5,699)
                                                                                                (316)
     From net realized gain on investments                                        --              (53,159)
                                                                            ------------       ----------

               Total distributions declared to shareholders                    (762,298)         (192,386)
                                                                            ------------       ----------

  Fund share (principal) transactions:
     Net proceeds from sale of shares                                        10,052,530         5,000,000
     Net asset value of shares issued to shareholders in
       reinvestment of distributions                                            694,367           192,386
     Cost of shares reacquired                                                 (545,546)             --
                                                                            ------------       ----------

               Increase in net assets from Fund share transactions           10,201,351         5,192,386
                                                                            ------------       ----------

               Total increase in net assets                                   9,935,406         5,325,129

NET ASSETS:
  At beginning of period                                                      5,325,139                10
                                                                            ------------       ----------

  At end of period (including accumulated distributions in excess of
     net investment income of $5,666 and $0, respectively)                  $15,260,545        $5,325,139
                                                                            ============       ==========



* For the period from July 25, 1995 (commencement of operations) to December 31, 1995.

</TABLE>


See notes to financial statements.






                                        7




<TABLE>
<CAPTION>

DLB FIXED INCOME FUND

FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

                                                                            Year Ended        Period Ended
                                                                            December 31,      December 31,
                                                                                1996                 1995 **
                                                                           ---------------   ---------------
<S>                                                                          <C>                <C>
Per share data (for a share outstanding throughout each period):
  Net asset value - beginning of period                                         $10.26            $10.00
                                                                               -------            ------

  Income from investment operations:
     Net investment income                                                         .53               .28
     Net realized and unrealized gain (loss) on investments                       (.15)              .37
                                                                               -------            ------

               Total income from investment operations                             .38               .65
                                                                               -------            ------

  Less distributions declared to shareholders:
     From net investment income (1)                                               (.53)             (.28)
     From net realized gain on investments                                          --              (.11)
                                                                               -------            ------

               Total distributions declared to shareholders                       (.53)             (.39)
                                                                               -------            ------

  Net asset value - end of period                                               $10.11            $10.26
                                                                               =======            ======

  Total Return                                                                   3.70%             14.75%*

  Ratios and Supplemental Data:
     Ratio of expenses to average net assets                                      .55%               .55%*
     Ratio of net investment income to average net assets                        6.36%              6.24%*
     Portfolio turnover                                                            65%
                                                                                                      42%
     Net assets at end of period (000 omitted)                                 $15,261            $5,325

The  manager  has  agreed  with the Fund to reduce its  management  fee and bear
certain  expenses,  such that  expenses do not exceed .55% of average  daily net
assets on an annualized  basis. If the fee and expenses borne by the manager had
been charged to the Fund and had 1995 expenses been limited to that permitted by
state securities law, the net investment  income per share and ratios would have
been:

     Net investment income                                                       $.44               $.19

     Ratios (to average net assets):
       Expenses                                                                  1.66%              2.50%*
       Net investment income                                                     5.25%              4.33%*

 
 *    Annualized.
 **   For the period from July 25, 1995  (commencement  of  operations) to December 31, 1995.
 (1)  Distributions in excess of net investment income for the year ended December 31, 1996 were less than 
      $.01 per share.

</TABLE>

See notes to financial statements.






                                        8







DLB FIXED INCOME FUND

NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

1.       BUSINESS AND ORGANIZATION

         DLB Fixed Income Fund (the "Fund") is a  non-diversified  series of The
         DLB  Fund  Group  (the   "Trust"  ).  The  Trust  is   organized  as  a
         Massachusetts  business  trust and is registered  under the  Investment
         Company Act of 1940, as amended, as an open-end  management  investment
         company.

2.       SIGNIFICANT ACCOUNTING POLICIES

         INVESTMENT   VALUATION  -  Debt   securities   (other  than  short-term
         obligations which mature in 60 days or less),  including listed issues,
         are  valued on the basis of  valuations  furnished  by  dealers or by a
         pricing    service    with    consideration    to   factors   such   as
         institutional-size  trading in  similar  groups of  securities,  yield,
         quality,  coupon rate, maturity, type of issue, trading characteristics
         and other market data,  without  exclusive  reliance  upon  exchange or
         over-the-counter  prices.  Short-term  obligations,  which mature in 60
         days or less, are valued at amortized cost, which  approximates  market
         value.  Securities for which there are no such quotations or valuations
         are  valued  at fair  value as  determined  in good  faith by or at the
         direction of the Trustees.

         REPURCHASE  AGREEMENTS - The Fund may enter into repurchase  agreements
         with institutions that the Fund's investment adviser has determined are
         creditworthy.  Each repurchase  agreement is recorded at cost. The Fund
         requires that the securities  purchased in a repurchase  transaction be
         transferred to the custodian in a manner sufficient to enable that Fund
         to  obtain  those  securities  in the  event  of a  default  under  the
         repurchase agreement. The Fund monitors, on a daily basis, the value of
         the securities  transferred to ensure that the value, including accrued
         interest,  of the securities under each repurchase agreement is greater
         than amounts owed to the Fund under each such repurchase agreement.

         INVESTMENT  TRANSACTIONS  AND  INCOME  -  Investment  transactions  are
         recorded on the trade date.  Interest income is recorded on the accrual
         basis. All premium and original  discount are amortized or accreted for
         financial  statement and tax reporting  purposes as required by federal
         income tax regulations.

         TAXES AND  DISTRIBUTIONS  - The  Fund's  policy  is to comply  with the
         provisions  of  the  Internal  Revenue  Code  ("Code")   applicable  to
         regulated investment companies and to distribute to shareholders all of
         its taxable  income,  including any net realized  gain on  investments.
         Accordingly,   no  provision  for  federal  income  or  excise  tax  is
         necessary.  At December  31,  1996,  the Fund,  for federal  income tax
         purposes,  had  $34,783  in capital  loss  carryforwards  which  expire
         December 31, 2004.  Capital loss  carryovers will reduce taxable income
         arising from future net realized  gain on  investments,  if any, to the
         extent permitted by the Internal Revenue Code, and thus will reduce the
         amount of the  distributions  to shareholders  which would otherwise be
         necessary to relieve the Funds of any liability  for federal  income or
         excise tax.




                                        9





         The Fund  files a tax  return  annually  using tax  accounting  methods
         required  under  provisions of the Code which may differ from generally
         accepted  accounting  principles,  the basis on which  these  financial
         statements  are  prepared.  Accordingly,  the amount of net  investment
         income and net realized gain reported on these financial statements may
         differ from that reported on the Fund's tax return,  and  consequently,
         the  character  of  distributions  to  shareholders   reported  in  the
         financial  highlights may differ from that reported to  shareholders on
         Form  1099-DIV.  Distributions  to  shareholders  are  recorded  on the
         ex-dividend date.

         The Fund  distinguishes  between  distributions  for tax  purposes  and
         financial reporting purposes. Only distributions in excess of tax-basis
         earnings and profits are  reported as a return of capital.  Differences
         between income for financial  reporting purposes and tax-basis earnings
         and profits that result in temporary  over-distributions  for financial
         statement  purposes,  are classified as  distributions in excess of net
         investment  income or  accumulated  undistributed  net realized  gains.
         During  the year ended  December  31,  1996,  $33 was  reclassified  to
         accumulated net realized loss from accumulated  distributions in excess
         of net investment income due to differences between financial reporting
         and tax accounting for realized gains on investment transactions.  This
         change had no effect on net assets or net asset value per share.

         USE  OF  ESTIMATES  -  The  preparation  of  financial   statements  in
         conformity  with  generally  accepted  accounting  principles  requires
         management to make estimates and  assumptions  that affect the reported
         amounts  of  assets  and  liabilities  at the  date  of  the  financial
         statements and the reported  amounts of revenue and expenses during the
         reporting period. Actual results could differ from those estimates.

3.       TRANSACTIONS WITH AFFILIATES

         The Fund has a  management  contract  with David L.  Babson & Co.  Inc.
         ("DLB") to provide investment advisory and administrative  services and
         general  office  facilities.  The  management fee is computed daily and
         paid monthly at an effective  annual rate of .40% of average  daily net
         assets.

         For the year ended  December 31, 1996,  the  management fee amounted to
         $47,593, of which $23,977 was waived by DLB. Additionally,  $108,125 of
         Fund expenses were borne by DLB.

         The Fund pays no  compensation  directly to those of its  Trustees  who
         also are officers of the investment  manager, or to the officers of the
         Fund, all of whom receive  remuneration  for their services to the Fund
         from DLB.

4.       PORTFOLIO SECURITIES

         Purchases and sales of investments,  other than short-term obligations,
         were as follows:

<TABLE>
<CAPTION>
                                                                       Purchases             Sales
                                                                      -------------        ------------

<S>                                                                    <C>                  <C>       
          U.S. Government securities                                   $  6,092,004         $3,282,519
                                                                      =============        ============

          Investments (non-U.S. government securities)                  $10,148,613         $3,692,030
                                                                      =============        ============
</TABLE>



                                       10





         The cost and unrealized  appreciation  or  depreciation in value of the
         investments  owned by the Fund,  as  computed  on a federal  income tax
         basis, are as follows:

          Aggregate cost                                        $15,231,184
                                                              =============

          Gross unrealized depreciation                      $     (160,643)
          Gross unrealized appreciation
                                                                     68,139
                                                              -------------

          Net unrealized depreciation                        $      (92,504)
                                                              =============


5.       SHARES OF BENEFICIAL INTEREST

         The  Trust's  Declaration  of Trust  permits  the  Trustees to issue an
         unlimited number of full and fractional  shares of beneficial  interest
         (without par value). Transactions in Fund shares were as follows:

<TABLE>
<CAPTION>
                                                                      Year Ended         Period Ended
                                                                     December 31,        December 31, 
                                                                        1996                1995
                                                                 ------------------- ------------------

<S>                                                                      <C>                 <C>    
          Shares sold                                                    974,836             500,000
          Shares issued to shareholders in reinvestment
            of distributions                                              68,681              18,788
          Redemptions                                                    (53,152)             --
                                                                        ---------          ---------

            Net increase                                                 990,365             518,788
                                                                        =========          =========
</TABLE>

                                       11











Manager's Commentary
- --------------------

THE DLB GLOBAL  SMALL CAP FUND INVESTS ON A WORLDWIDE  BASIS IN  COMPANIES  WITH
MARKET  CAPITALIZATIONS  UP TO  $1.5  BILLION  AT  THE  TIME  OF  PURCHASE.  The
investment  process  combines the uniques  strength of two investment  managers.
David L. Babson & Co. is the fund's domestic manager and oversees  approximately
40% of the the fund's assets.  Babson-Stewart  Ivory International is the fund's
international manager and handles the remaining 60% of investable assets.

THE  U.S.  STOCK  MARKET  HAD A VERY  STRONG  SHOWING  IN  1996.  The Dow  Jones
Industrial  Average  gained  29.1%  for the year and the  broader  based S&P 500
23.0%. The Russell 2500, which measures small to medium-small stock performance,
rose a  very  respectable  19.0%.  Outside  of the  U.S.,  most  markets  posted
respectable  performances but none at the level of the U.S. The Salomon Brothers
Extended  Market  Index  ex-U.S.,   which  tracks  the  performance  of  smaller
companies, rose by 7.32%.


FOR 1996, THE FUND PERFORMED AS FOLLOWS:

DLB Global Small Cap            9.85%
Solomon EMI ex-U.S.             7.23%
Russell 2500                   19.03%
Combined Index                 11.95%
   (Solomon EMI ex-U.S., 60%;
         Russell 2500, 40%)


OUTSIDE OF THE U.S., POSITIVE GAINS WERE MADE IN EUROPE,  PARTICULARLY  HOLDINGS
IN FRANCE, GERMANY, BELGIUM AND THE NETHERLANDS. Overweight positions in smaller
Far  Eastern  markets  were  also  a  positive.   Countering   those  gains  was
underperformance  in and heavy exposure to Japan, as well as lagging performance
in the U.K..

IN THE U.S.,  UNDERWEIGHTING IN THE FINANCIAL SERVICE SECTOR OF THE RUSSELL 2500
HURT RELATIVE  PERFORMANCE,  AS WELL AS OVERWEIGHTING IN ECONOMICALLY  SENSITIVE
SECTORS. However,  favorable stock selection helped to counterbalance the weaker
performance of the overweighted  sectors.  Our insistence,  with respect to U.S.
investments,   on  identifying   companies  with  improving   profitability  and
accelerating  earnings  meant that many stocks  held by the fund did  relatively
well.

THE COMBINATION OF INTERNATIONAL  STOCKS WITH U.S. HOLDINGS PROVIDES FOR A BROAD
DIVERSIFICATION  AND EXPOSURE TO A WIDE SPECTRUM OF SMALL  COMPANIES.  While the
extraordinary  performance,  in the past two years, of U.S. markets may call for
caution,  the exposure to lagging  international  markets and improving economic
conditions  in many  regions  could  provide  for  profitable  future  portfolio
results.




                CUMULATIVE TOTAL RETURN SINCE INCEPTION 7/19/95


MOUNTAIN CHART PLOT POINTS:

              DLB GLOBAL SM CAP.    COMBINED INDEX         SALOMON EMI (EX-US)
              ------------------    --------------         -------------------
              $100,000.00           $100,000.00            $100,000.00
31-Jul-95     $100,300.00           $105,860.00            $100,420.00
31-Aug-95     $ 98,795.50           $104,928.43            $ 97,879.37
30-Sep-95     $ 99,793.33           $111,454.98            $ 98,623.26
31-Oct-95     $ 98,396.23           $108,133.62            $ 95,782.91
30-Nov-95     $100,993.89           $110,663.95            $ 98,589.35
31-Dec-95     $104,013.61           $113,961.73            $102,365.32
31-Jan-96     $106,426.72           $115,500.22            $104,187.42
28-Feb-96     $109,853.66           $117,971.92            $105,812.75
31-Mar-96     $112,567.05           $120,567.30            $108,246.44
30-Apr-96     $115,291.17           $126,595.67            $113,940.20
30-May-96     $116,605.49           $127,342.58            $113,017.29
30-Jun-96     $115,089.62           $125,789.01            $113,028.59
31-Jul-96     $109,450.23           $119,247.98            $108,756.11
31-Aug-96     $110,763.63           $122,718.09            $109,854.54
30-Sep-96     $111,062.69           $125,258.36            $110,469.73
31-Oct-96     $110,562.91           $124,632.07            $110,038.90
30-Nov-96     $113,481.77           $128,271.32            $111,843.53
31-Dec-96     $114,264.79           $127,553.00            $109,785.61




TOTAL RETURNS FOR PERIODS ENDED 12/31/96

                                                             Annualized
                                        One Year           Since Inception
                                     1/1/96-12/31/96      7/19/95-12/31/96

   DLB GLOBAL SMALL CAP FUND              9.86%                 9.30%
   Combined Index                        11.93%                17.61%
    Salomon EMI (ex-US)                   7.25%              6.42%

SALOMON BROTHERS EXTENDED MARKET INDEX,  EX-US,  (EMI) represents the bottom 20%
of the cumulative available market capital of the BMI. The EMI defines the small
stock index outside the U.S.
     SALOMON  BROTHERS BROAD MARKET INDEX (BMI) fully represents the universe of
institutionally  available global stocks. All companies with an available market
capitalization greater than US $100 million are included in the index.

RUSSELL  2500 INDEX  consists of the bottom 500  securities  in the Russell 1000
Index  and  all  2,000  securities  in  the  Russell  2000  Index,  representing
approximately 23% of the Russell 3000 total market capitalization. This index is
a good measure of small to medium-small stock performance in the U.S.

PAST PERFORMANCE DOES NOT GUARANTEE FUTURE RESULTS.  Investment return and share
price will  fluctuate with market  conditions,  and investors may have a gain or
loss when  shares  are  sold.  The  fund's  total  return  reflects  an  expense
limitation  in effect during the periods  shown.  In the absence of such expense
limitation, returns would have been lower.

THIS REPORT AND THE FUND FINANCIAL STATEMENTS CONTAINED HEREIN ARE SUBMITTED FOR
THE GENERAL  INFORMATION OF THE  SHAREHOLDERS  OF THE DLB GLOBAL SMALL CAP FUND.
The report is not intended for  distribution  to  prospective  investors  unless
preceded or accompanied by a current prospectus.




DELOITTE &
 TOUCHE LLP
- -----------
    [LOGO]                                    ----------------------------------
                                              DLB GLOBAL SMALL
                                              CAPITALIZATION FUND

                                              Financial Statements for the
                                              Year Ended December 31, 1996 and
                                              for the Period from July 19, 1995
                                              (Commencement of Operations) to
                                              December 31, 1995






- ---------------
DELOITTE TOUCHE
TOHMATSU
INTERNATIONAL
- ---------------







DLB GLOBAL SMALL CAPITALIZATION FUND

TABLE OF CONTENTS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

<S>                                                                                             <C>
INDEPENDENT AUDITORS' REPORT                                                                       1

FINANCIAL STATEMENTS:

      Portfolio of Investments as of December 31, 1996                                            2-8

      Statement of Assets and Liabilities as of December 31, 1996                                  9

      Statement of Operations for the Year Ended December 31, 1996                                 10

      Statements of Changes in Net Assets for the Year Ended  December  31, 1996
        and the  Period  from July 19,  1995  (commencement  of  operations)  to
        December 31, 1995 11

      Financial Highlights for the Year Ended December 31, 1996 and the Period from July
        19, 1995 (commencement of operations) to December 31, 1995                                 12

      Notes to Financial Statements                                                              13-17


</TABLE>



DELOITTE &
 TOUCHE LLP
- ------------
     [LOGO]

                     -----------------------------------------------------------
                     125 Summer Street                  Telephone: (617)261-8000
                     Boston, Massachusetts 02110-1617   Facsimile: (617)261-8111




INDEPENDENT AUDITORS' REPORT

To the Trustees of the DLB Fund Group and
 Shareholders of DLB Global Small Capitalization Fund:

We have audited the accompanying statement of assets and liabilities,  including
the  portfolio  of  investments,  of DLB  Global  Small  Capitalization  Fund (a
separate  series of The DLB Fund Group) as of  December  31,  1996,  the related
statement of operations  for the year then ended,  and the statements of changes
in net assets and the financial  highlights for the year ended December 31, 1996
and for the period from July 19, 1995  (commencement  of operations) to December
31,  1995.  These  financial   statements  and  financial   highlights  are  the
responsibility  of the Fund's  management.  Our  responsibility is to express an
opinion on these  financial  statements  and financial  highlights  based on our
audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether the  financial  statements  and  financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  Our procedures include confirmation of securities owned at December
31, 1996 by  correspondence  with the custodian and brokers;  where replies were
not received from brokers, we performed other auditing procedures. An audit also
includes assessing the accounting principles used and significant estimates made
by  management,   as  well  as  evaluating  the  overall   financial   statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  such  financial  statements  and financial  highlights  present
fairly,  in all material  respects,  the financial  position of DLB Global Small
Capitalization  Fund at December 31, 1996,  the results of its  operations,  the
changes in its net  assets,  and its  financial  highlights  for the  respective
stated periods in conformity with generally accepted accounting principles .


Deloitte & Touche LLP
February 5, 1997










- ---------------
DELOITTE TOUCHE
TOHMATSU
INTERNATIONAL
- ---------------







DLB GLOBAL SMALL CAPITALIZATION FUND

PORTFOLIO OF INVESTMENTS
DECEMBER 31, 1996

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

COMMON AND PREFERRED STOCKS - 98.4%

ISSUER                                                                            SHARES              VALUE

CHEMICALS - 1.7%
<S>                                                                              <C>              <C>          
          Calgon Carbon Corporation                                                9,200           $     112,700
          M.A. Hanna Company                                                       4,500                  98,438
                                                                                                   --------------

                                                                                                         211,138
                                                                                                   --------------

METALS & MINING - 1.9%
          Calmat Co.                                                               6,400                 120,000
          Martin Marietta Materials, Inc.                                          5,100                 118,575
                                                                                                   --------------

                                                                                                         238,575
                                                                                                   --------------

PAPER & FOREST PRODUCTS - 0.9%
          Albany International Corp.                                               4,800                 111,000
                                                                                                   --------------

AEROSPACE - 1.0%
          EG&G, INC.                                                               6,000                 120,750
                                                                                                   --------------

CONSTRUCTION - 1.0%
          Southdown, Inc.                                                          4,300                 133,838
                                                                                                   --------------

MACHINERY & EQUIPMENT - 4.1%
          BW/IP, Inc.                                                              7,600                 125,400
          Elsag Bailey *                                                           7,100                 133,125
          Harsco Corp.                                                             2,000                 137,000
          Trinity Industries, Inc.                                                 3,300                 123,750
                                                                                                   --------------

                                                                                                         519,275
                                                                                                   --------------

APPAREL - TEXTILE - 1.9%
          National Service Industries, Inc.                                        3,700                 138,288
          Stride Rite Corporation                                                 10,300                 103,000
                                                                                                   --------------

                                                                                                         241,288
                                                                                                   --------------

AUTO PARTS MANUFACTURERS - 2.7%
          Armor All Products Corporation                                           6,800                 129,200
          Bandag, Incorporated, Class A                                            2,100                  96,075
          Standard Products Company                                                4,400                 112,200
                                                                                                   --------------

                                                                                                         337,475
                                                                                                   --------------
</TABLE>


                                        2




<TABLE>
<CAPTION>

COMMON AND PREFERRED STOCKS (CONTINUED)

ISSUER                                                                            SHARES              VALUE

FURNITURE & APPLIANCES - 3.0%
<S>                                                                               <C>             <C>          
          Herman Miller, Inc.                                                      3,300           $     186,863
          La-Z-Boy Inc.                                                            3,500                 103,250
          Stanhome Inc.                                                            3,100                  82,150
                                                                                                   --------------

                                                                                                         372,263
                                                                                                   --------------

PRINTING & PUBLISHING - 1.9%
          Central Newspapers, Inc., Class A                                        3,300                 145,200
          Lee Enterprises, Inc.                                                    4,200                  97,650
                                                                                                   --------------

                                                                                                         242,850
                                                                                                   --------------

RETAIL - GENERAL - 1.0%
          Fred Meyer, Inc.*                                                        3,700                 131,350
                                                                                                   --------------

RETAIL - SPECIALTY - 1.4%
          Charming Shoppes, Inc.*                                                 15,600                  78,975
          Fingerhut Companies, Inc.                                                7,600                  93,100
                                                                                                   --------------

                                                                                                         172,075
                                                                                                   --------------

WHOLESALERS - 0.8%
          Waban Inc.*                                                              3,700                  96,200
                                                                                                   --------------

FOOD PRODUCERS - 1.8%
          Dean Foods Company                                                       3,500                 112,875
          Ralcorp Holdings, Inc.*                                                  5,300                 111,963
                                                                                                   --------------

                                                                                                         224,838
                                                                                                   --------------

COSMETIC & TOILETRY - 0.9%
          Alberto-Culver Company, Class A                                          2,600                 107,250
                                                                                                   --------------

TOBACCO - 1.2%
          Dimon Inc.                                                               6,700                 154,938
                                                                                                   --------------

COAL, GAS & PIPE - 1.9%
          Cabot Oil & Gas Corp., Class A                                           6,200                 106,175
          Nabors Industries, Inc.*                                                 6,600                 127,050
                                                                                                   --------------

                                                                                                         233,225
                                                                                                   --------------

EXPLORATION & DRILLING - 1.1%
          Global Industrial Technologies, Inc.*                                    6,200                 137,175
                                                                                                   --------------

OIL - DOMESTIC - 0.9%
          Quaker State Corp.                                                       7,800                 110,175
                                                                                                   --------------

</TABLE>




                                        3




<TABLE>
<CAPTION>
COMMON AND PREFERRED STOCKS (CONTINUED)

ISSUER                                                                            SHARES              VALUE

BANKS - 3.0%
<S>                                                                               <C>             <C>          
          Dime Bancorp, Inc.*                                                      5,700          $       84,075
          First Security Corp.                                                     4,350                 146,813
          Glendale Federal Bank, FSB*                                              6,400                 148,800
                                                                                                   --------------

                                                                                                         379,688
                                                                                                   --------------

INSURANCE COMPANIES - 3.3%
          Arthur J. Gallagher & Co.                                                2,600                  80,600
          Hartford Steam Boiler                                                    2,200                 102,025
          Western National Corp.                                                   6,600                 127,050
          Willis Corroon Group **                                                  8,800                 101,200
                                                                                                   --------------

                                                                                                         410,875
                                                                                                   --------------

COMPUTER RELATED - 0.8%
          Gerber Scientific, Inc.                                                  6,700                  99,663
                                                                                                   --------------

ELECTRONICS & INSTRUMENTS -1.1%
          Intergraph Corporation*                                                  8,000                  82,000
          Scitex Corp. Ltd.                                                        7,400                  70,300
                                                                                                   --------------

                                                                                                         152,300
                                                                                                   --------------

OFFICE EQUIPMENT - 1.2%
          Wallace Computer Services, Inc.                                          4,400                 151,800
                                                                                                   --------------

TELECOMMUNICATIONS - 0.5%
          Octel Communications Corp.*                                              3,700                  64,750
                                                                                                   --------------

TRUCKING & SHIPPING - 1.4%
          Alexander & Baldwin Inc.                                                 4,100                 102,500
          J.B. Hunt Transport Services, Inc.                                       5,000                  70,000
                                                                                                   --------------

                                                                                                         172,500
                                                                                                   --------------

NATURAL GAS - 0.7%
          Equitable Resources, Inc.                                                3,100                  92,225
                                                                                                   --------------


</TABLE>



                                                          4





<TABLE>
<CAPTION>
COMMON AND PREFERRED STOCKS (CONTINUED)

FOREIGN - 55.3%

ISSUER                                                                            SHARES              VALUE

<S>                                                                          <C>                 <C>
      UNITED KINGDOM
          Allied Colloids Group PLC                                               57,728           $     119,091
          Peter Black Holdings PLC                                                19,000                 105,716
          N. Brown Group PLC                                                      20,000                 154,080
          Devro International PLC                                                 26,000                 119,737
          Eurotherm PLC                                                            8,000                  70,534
          Fairey Group PLC                                                        11,300                 112,011
          Seton Healthcare Group                                                  13,000                 101,265
          Spirax-Sarco Engineering PLC                                            12,000                 137,645
          Takare                                                                  33,598                  78,227
          Unichem PLC                                                             21,300                  89,523
                                                                                                   --------------

                                                                                                       1,087,829
                                                                                                   --------------

      BELGIUM
          Colruyt SA                                                                 450                 206,227
                                                                                                   --------------

      FRANCE
          Bioblock Scientific                                                      2,500                 163,729
          Brioche Pasquier                                                         1,000                 127,901
          Guilbert SA                                                              1,200                 234,614
          Societe Manutan                                                          2,000                 204,180
          Spir Communication                                                       1,400                 133,191
          Virbac                                                                   1,200                 142,618
                                                                                                   --------------

                                                                                                       1,006,233
                                                                                                   --------------

      GERMANY
          Rhoen-Klinikum AG                                                        1,200                 128,140
          SKW Trostberg AG                                                         6,000                 162,843
          Sto AG-OS Vorzugs**                                                        250                 117,657
                                                                                                   --------------

                                                                                                         408,640
                                                                                                   --------------

      ITALY
          Gewiss SPA                                                              10,000                 131,666
          Industrie Natuzzi SPA**                                                  3,740                  86,020

                                                                                                   --------------

                                                                                                         217,686
                                                                                                   --------------

</TABLE>


                                        5





<TABLE>
<CAPTION>

COMMON AND PREFERRED STOCKS (CONTINUED)

ISSUER                                                                            SHARES              VALUE

FOREIGN (CONTINUED)


      NETHERLANDS
<S>                                                                                <C>             <C>          
          Grolsch NV                                                               3,350           $     129,830
          Nutricia Verenidge Bedrijven NV                                          1,300                 197,391
                                                                                                   --------------

                                                                                                         327,221
                                                                                                   --------------

      SWEDEN
          Cardo AB                                                                 5,000                 138,023
                                                                                                   --------------

      SWITZERLAND
          Fotolabo SA                                                                500                 194,030
          Phoenix Mecano                                                             300                 156,716
                                                                                                   --------------

                                                                                                         350,746
                                                                                                   --------------

      AUSTRALIA
          United Construction Group Ltd.                                          76,562                 118,601
                                                                                                   --------------

      NEW ZEALAND
          Guiness Peat Group PLC                                                 187,550                 108,546
                                                                                                   --------------

      JAPAN
          Aim Services Company Ltd.                                                5,000                  95,152
          Canon Aptex Inc.                                                         6,050                  81,792
          Chodai Co. Ltd.                                                          4,400                 107,604
          Daiwa Industries Ltd.                                                   12,000                  94,963
          FCC Co. Ltd.                                                             3,000                  81,374
          Fujimi Incorporated                                                      1,000                  53,733
          Fukuda Denshi                                                            5,000                 109,791
          Harada Industry Company                                                  3,000                  41,075
          Kanematsu Electronics                                                   10,000                  74,055
          Maruko Co. Ltd.                                                          2,700                  90,442
          Mirai Industry Co. Ltd.                                                  3,000                  81,374
          Nihon Jumbo Co. Ltd.                                                     5,160                 179,509
          Nissen                                                                      30                     209
          Royal Ltd.                                                               4,400                 100,405
          Toami Corporation                                                        7,000                  69,922
          Xebio Co. Ltd.                                                           4,000                 118,832
          Yamaichi Electronics CP Ltd.                                             2,000                  38,750
                                                                                                   --------------

                                                                                                       1,418,982
                                                                                                   --------------

</TABLE>




                                        6




<TABLE>
<CAPTION>

COMMON AND PREFERRED STOCKS (CONTINUED)

ISSUER                                                                            SHARES              VALUE

FOREIGN (CONTINUED)

      HONG KONG
<S>                                                                              <C>               <C>          
          CDL Hotels International                                               195,000           $     111,555
          Chen Hsong Holdings                                                    150,000                  91,144
          Gold Peak Industries Ltd.                                              150,000                 102,780
          South China Morning Post                                               150,000                 124,111
          Vitasoy International Holdings Ltd.                                    250,000                 109,082
          YGM Trading                                                            100,000                 102,133
                                                                                                   --------------

                                                                                                         640,805
                                                                                                   --------------

      INDONESIA
          Multi Bintang                                                            5,500                  97,987
                                                                                                   --------------

      MALAYSIA
          Perlis Plantations Berhad                                               50,000                 155,384
                                                                                                   --------------

      PHILIPPINES
          Alaska Milk Corp.*                                                     900,000                 116,173
                                                                                                   --------------

      SINGAPORE
          Tibs Holdings Ltd.                                                      40,000                  70,571
          Tiger Medicals Ltd.                                                     50,000                  73,214
          United Industrial Corp.                                                 90,000                  75,857
                                                                                                   --------------

                                                                                                         219,642
                                                                                                   --------------

      THAILAND
          Matichon Public Co. Ltd. Forei                                          20,000                  52,223
          Saha Pathana Interholding Ltd.                                          35,000                  92,750
          Thai Pineapple Company Ltd.                                             60,000                 140,302
                                                                                                   --------------

                                                                                                         285,275
                                                                                                   --------------


      ARGENTINA
          Quilmes Industries SA*  **                                               2,400                  21,900
          Quilmes Industries SA*                                                   4,800                  38,400
                                                                                                   --------------

                                                                                                          60,300
                                                                                                   --------------

          Total common and preferred stocks
               (identified cost, $11,143,657)                                                         12,383,779
                                                                                                   --------------



</TABLE>


                                        7



<TABLE>
<CAPTION>

                                                                             PRINCIPAL
REPURCHASE AGREEMENT - 1.6%                                                    AMOUNT                 VALUE
<S>                                                                           <C>                 <C>    
          Bank of New York, dated 12/31/96, due
          1/2/97 (secured by $213,000 U.S. Treasury
          Notes, due 1/31/01, market value $211,935)                          $  206,779           $     206,779
                                                                                                   --------------

          Total Investments (identified cost, $11,350,436)                                            12,590,558

          Other assets, less liabilities - 0%                                                             (4,954)
                                                                                                   --------------

          NET ASSETS - 100%                                                                          $12,585,604
                                                                                                   ==============
</TABLE>

          Abbreviations  have  been used  throughout  this  report  to  indicate
          amounts  shown in  currencies  other than the U.S.  dollar.  A list of
          abbreviations is shown below.

             JPY  - Japanese Yen
             GBP - British Pounds



          *     Non-income producing security.
          **    Preferred stock.





          See notes to financial statements.



                                        8










DLB GLOBAL SMALL CAPITALIZATION FUND

STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

<S>                                                                                         <C>
ASSETS:
      Investments, at value (identified cost, $11,350,436)                                    $12,590,558
      Foreign cash, at value (cost, $26,833)                                                       26,833
      Receivable for investments sold                                                              30,696
      Net receivable for forward foreign currency exchange contracts sold                              50
      Net receivable for forward foreign currency exchange contracts purchased                        304
      Dividends and interest receivable                                                            16,034
      Other receivables                                                                            11,349
                                                                                             ------------

                Total assets                                                                   12,675,824
                                                                                             ------------

LIABILITIES:
      Payable for investments purchased                                                            57,841
      Management fees payable                                                                      16,522
      Accrued expenses                                                                             15,857
                                                                                             ------------

                Total liabilities                                                                  90,220
                                                                                             ------------

NET ASSETS                                                                                    $12,585,604
                                                                                             ============

NET ASSETS CONSIST OF:
      Paid-in capital                                                                         $11,390,719
      Unrealized appreciation on investments and translation of assets and
          liabilities in foreign currencies                                                     1,240,045
      Accumulated distributions in excess of net realized gain on investments and
          foreign currency transactions                                                           (44,806)
      Accumulated distributions in excess of net investment income                                   (354)
                                                                                             ------------

                Total                                                                         $12,585,604
                                                                                             ============

SHARES OF BENEFICIAL INTEREST OUTSTANDING                                                       1,124,924
                                                                                             ============

NET ASSET VALUE, OFFERING PRICE, AND REDEMPTION PRICE PER
 SHARE (NET ASSETS ( SHARES OF BENEFICIAL INTEREST
 OUTSTANDING)                                                                                 $     11.19
                                                                                             ============
</TABLE>




See notes to financial statements.





                                        9






DLB GLOBAL SMALL CAPITALIZATION FUND

STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

<S>                                                                                         <C>
NET INVESTMENT INCOME:
      Dividends (net of foreign taxes withheld of $8,633)                                     $   171,381
      Interest                                                                                     20,636
                                                                                               ----------

                Total investment income                                                           192,017
                                                                                               ----------

EXPENSES:
      Management fee                                                                              120,522
      Custodian fee                                                                                69,345
      Legal fees                                                                                   34,775
      Accounting and audit fees                                                                    24,500
      Printing fees                                                                                19,776
      Registration costs                                                                            8,529
      Trustees' fees                                                                                7,375
                                                                                               ----------

                Total expenses                                                                    284,822

      Reduction of expenses by investment manager                                                (104,117)
                                                                                               ----------

                Net expenses                                                                      180,705
                                                                                               ----------

                Net investment income                                                              11,312
                                                                                               ----------

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
  Realized gain (loss) (identified cost basis):
      Investment transactions                                                                     154,611
      Foreign currency transactions and forward foreign currency exchange
        contracts and other transactions denominated in foreign currency                           (1,600)
                                                                                               ----------

                Net realized gain on investments and foreign currency                             153,011
                                                                                               ----------

  Change in unrealized appreciation (depreciation):
      Investments                                                                                 868,373
      Foreign currency and forward foreign currency exchange contracts and other
        transactions denominated in foreign currency                                                 (259)
                                                                                               ----------

                Net unrealized gain on investments and foreign currency                           868,114
                                                                                               ----------

                Net realized and unrealized gain on investments and foreign
                   currency                                                                     1,021,125
                                                                                               ----------

                Increase in net assets from operations                                         $1,032,437
                                                                                               ==========


</TABLE>


See notes to financial statements.



                                       10






DLB GLOBAL SMALL CAPITALIZATION FUND

STATEMENTS OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>


                                                                             Year Ended    Period Ended
                                                                             December 31,  December 31,
                                                                                1996              1995 *
                                                                            ------------    -------------
<S>                                                                    <C>                <C>
INCREASE (DECREASE) IN NET ASSETS:
  From operations:
     Net investment income                                               $       11,312   $       66,244
     Net realized gain (loss) on investments and foreign currency               153,011          (28,897)
     Net unrealized appreciation on investments and foreign currency            868,114          371,931
                                                                            ------------    -------------

               Increase in net assets from operations                         1,032,437          409,278
                                                                            ------------    -------------

  Distributions declared to shareholders:
     From net investment income                                                 (10,427)         (66,244)
     In excess of net investment income                                           --              (5,980)
     From net realized gain on investments                                     (117,741)         --
     In excess of net realized gain on investments                              (46,438)         --
                                                                            ------------    -------------

               Total distributions declared to shareholders                    (174,606)         (72,224)
                                                                            ------------    -------------

  Fund share (principal) transactions:
     Net proceeds from sale of shares                                         1,136,330       10,000,000
     Net asset value of shares issued to shareholders in
       reinvestment of distributions                                            174,606           72,224
     Cost of shares reacquired                                                  (92,441)         --
                                                                            ------------    -------------

               Increase in net assets from Fund share transactions            1,218,495       10,072,224
                                                                            ------------    -------------

               Total increase in net assets                                   2,076,326       10,409,278

NET ASSETS:
  At beginning of period                                                     10,509,278          100,000
                                                                            ------------    -------------


  At end of period (including accumulated undistributed (distributions
    in excess of)  net investment income of  $(354) and $393,
    respectively)                                                           $12,585,604      $10,509,278
                                                                            ============    =============



* For the period from July 19, 1995 (commencement of operations) to December 31, 1995.

</TABLE>

See notes to financial statements.






                                       11







DLB GLOBAL SMALL CAPITALIZATION FUND

FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                                            Year Ended        Period Ended
                                                                          December 31,        December 31,
                                                                               1996              1995 **
                                                                         ----------------    ---------------
<S>                                                                         <C>                  <C>
Per share data (for a share outstanding throughout each period):
  Net asset value - beginning of period                                        $10.33             $10.00
                                                                              -------             ------

  Income from investment operations:
     Net investment income                                                        .01                .07
     Net realized and unrealized gain on investments                             1.01                .33
                                                                              -------             ------

               Total income from investment operations                           1.02               0.40
                                                                              -------             ------

  Less distributions declared to shareholders:
     From net investment income                                                  (.01)              (.07)
     From net realized gain on investments                                       (.11)              --
     In excess of net realized gain on investments                               (.04)              --
                                                                              -------             ------

               Total distributions declared to shareholders                      (.16)              (.07)
                                                                              -------             ------

  Net asset value - end of period                                              $11.19             $10.33
                                                                              =======             ======

  Total Return                                                                  9.85%               8.96%*

  Ratios and Supplemental Data:
     Ratio of expenses to average net assets                                    1.50%               1.46%*
     Ratio of net investment income to average net assets                        .09%               1.46%*
     Portfolio turnover                                                           22%                  5%
     Average commission rate paid (1)                                       $ .01170                --
     Net assets at end of period (000 omitted)                               $12,586             $10,509
                                                                        

The  manager  has  agreed  with the Fund to reduce its  management  fee and bear
certain  expenses,  such that  expenses do not exceed 1.50% of average daily net
assets on an annualized  basis. If the fee and expenses borne by the manager had
been charged to the Fund and had 1995 expenses been limited to that permitted by
state  securities  law, the net  investment  income  (loss) per share and ratios
would have been:

     Net investment income (loss)
                                                                                $(.10)              $.02

     Ratios (to average net assets):
       Expenses                                                                  2.36 %             2.50%*
       Net investment income (loss)                                              (.77)%              .42%*


*      Annualized.
**    For the period from July 19, 1995 (commencement of operations) to December 31, 1995.
(1)   For years beginning on or after September 1, 1995, a fund is required to disclose its average
      commission rate per  share  for  security  trades on which  commissions  are  charged. Average
      commission  rate paid is  computed by  dividing  the total  dollar amount of  commissions  paid during the 
      year by the total  number of shares purchased and sold on which commissions were charged.

</TABLE>

See notes to financial statements.



                                       12







DLB GLOBAL SMALL CAPITALIZATION FUND

NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

1.       BUSINESS AND ORGANIZATION

         DLB Global Small  Capitalization Fund (the "Fund") is a non-diversified
         series of The DLB Fund Group (the  "Trust" ). The Trust is organized as
         a Massachusetts  business trust and is registered  under the Investment
         Company Act of 1940, as amended, as an open-end  management  investment
         company.

2.       SIGNIFICANT ACCOUNTING POLICIES

         INVESTMENT VALUATION - Equity securities listed on securities exchanges
         or reported  through the NASDAQ  system are valued at last sale prices.
         Unlisted equity  securities or listed equity  securities for which last
         sale  prices are not  available  are valued at last  quoted bid prices.
         Short-term obligations,  which mature in 60 days or less, are valued at
         amortized cost, which approximates  market value.  Securities for which
         there are no such  quotations or valuations are valued at fair value as
         determined in good faith by or at the direction of the Trustees.

         REPURCHASE  AGREEMENTS - The Fund may enter into repurchase  agreements
         with institutions that the Fund's investment adviser has determined are
         creditworthy.  Each repurchase  agreement is recorded at cost. The Fund
         requires that the securities  purchased in a repurchase  transaction be
         transferred to the custodian in a manner sufficient to enable that Fund
         to  obtain  those  securities  in the  event  of a  default  under  the
         repurchase agreement. The Fund monitors, on a daily basis, the value of
         the securities  transferred to ensure that the value, including accrued
         interest,  of the securities under each repurchase agreement is greater
         than amounts owed to the Fund under each such repurchase agreement.

         FOREIGN CURRENCY TRANSLATION - Investment valuations, other assets, and
         liabilities  initially  expressed in foreign  currencies  are converted
         each business day into U.S.  dollars based upon current exchange rates.
         Purchases and sales of foreign  investments and income and expenses are
         converted  into  U.S.  dollars  based  upon  currency   exchange  rates
         prevailing  on the  respective  dates of such  transactions.  Gains and
         losses  attributable  to foreign  currency  exchange  rates on sales of
         securities  are  recorded  for  financial  statement  purposes  as  net
         realized gains and losses on investments. Gains and losses attributable
         to foreign  exchange rate movements on income and expenses are recorded
         for financial statement purposes as foreign currency  transaction gains
         and losses.  That  portion of both  realized and  unrealized  gains and
         losses  on  investments  that  results  from  fluctuations  in  foreign
         currency exchange rates is not separately disclosed.





                                       13






         FORWARD FOREIGN CURRENCY  EXCHANGE  CONTRACTS - The Fund may enter into
         forward foreign currency exchange contracts for the purchase or sale of
         a specific  foreign  currency at a fixed price on a future date.  Risks
         may arise upon entering these contracts from the potential inability of
         counterparties   to  meet  the  terms  of  their   contracts  and  from
         unanticipated  movements in the value of a foreign currency relative to
         the U.S. dollar. The Fund will enter into forward contracts for hedging
         purposes  only. The Fund may enter into contracts to deliver or receive
         foreign  currency  it will  receive  from  or  require  for its  normal
         investment  activities.  It may also use contracts in a manner intended
         to protect  foreign  currency-denominated  securities  from declines in
         value due to unfavorable  exchange rate movements.  The forward foreign
         currency exchange  contracts are adjusted by the daily exchange rate of
         the  underlying  currency,  and any gains or losses  are  recorded  for
         financial   statement   purposes  as  unrealized   until  the  contract
         settlement date.

         INVESTMENT  TRANSACTIONS  AND  INCOME  -  Investment  transactions  are
         recorded  on  the  trade  date.  Dividend  income  is  recorded  on the
         ex-dividend date. However, if the ex-dividend date has passed,  certain
         dividends from foreign  securities are recorded as the Fund is informed
         of the  ex-dividend  date.  Dividend  payments  received in  additional
         securities  are  recorded  in an  amount  equal  to  the  value  of the
         securities. Interest income is recorded on the accrual basis.

         TAXES AND  DISTRIBUTIONS  - The  Fund's  policy  is to comply  with the
         provisions  of  the  Internal  Revenue  Code  ("Code")   applicable  to
         regulated investment companies and to distribute to shareholders all of
         its taxable  income,  including any net realized  gain on  investments.
         Accordingly,   no  provision  for  federal  income  or  excise  tax  is
         necessary.  At  December  31,  1996,  net  capital  losses  of  $44,755
         attributable to security  transactions incurred after October 31, 1996,
         are  treated as arising  on the first day of the  Fund's  next  taxable
         year.

         The Fund  files a tax  return  annually  using tax  accounting  methods
         required  under  provisions of the Code which may differ from generally
         accepted  accounting  principles,  the basis on which  these  financial
         statements  are  prepared.  Accordingly,  the amount of net  investment
         income and net realized gain reported on these financial statements may
         differ from that reported on the Fund's tax return,  and  consequently,
         the  character  of  distributions  to  shareholders   reported  in  the
         financial  highlights may differ from that reported to  shareholders on
         Form  1099-DIV.  Foreign  taxes have been  provided for on interest and
         dividend  income earned on foreign  investments in accordance  with the
         applicable  country's  tax rate  and to the  extent  unrecoverable  are
         recorded as a reduction of net investment income.
         Distributions to shareholders are recorded on the ex-dividend date.

         The Fund  distinguishes  between  distributions  for tax  purposes  and
         financial reporting purposes. Only distributions in excess of tax-basis
         earnings and profits are  reported as a return of capital.  Differences
         between income for financial  reporting purposes and tax-basis earnings
         and profits that result in temporary  over-distributions  for financial
         statement  purposes,  are classified as  distributions in excess of net
         investment  income or  accumulated  undistributed  net realized  gains.
         During the year ended December 31, 1996,  $1,632 was reclassified  from
         accumulated distributions in excess of net realized gains on investment
         and foreign  currency  transactions  to  accumulated  distributions  in
         excess of net investment  income due to differences  between  financial
         reporting and tax accounting for foreign  currency  transactions.  This
         change had no effect on net assets or net asset value per share.


                                       14






         USE  OF  ESTIMATES  -  The  preparation  of  financial   statements  in
         conformity  with  generally  accepted  accounting  principles  requires
         management to make estimates and  assumptions  that affect the reported
         amounts  of  assets  and  liabilities  at the  date  of  the  financial
         statements and the reported  amounts of revenue and expenses during the
         reporting period. Actual results could differ from those estimates.

3.       TRANSACTIONS WITH AFFILIATES

         The Fund has a  management  contract  with David L.  Babson & Co.  Inc.
         ("DLB") to provide investment advisory and administrative  services and
         general  office  facilities.  The  management fee is computed daily and
         paid monthly at an effective  annual rate of 1.00% of average daily net
         assets.

         DLB has entered into a sub-advisory agreement with Babson-Stewart Ivory
         International   ("BSI")   with  respect  to  the   management   of  the
         international component of the Fund's portfolio. Under the sub-advisory
         agreement,  DLB pays BSI a monthly  fee at the  annual  rate of .50% of
         average daily net assets.

         For the year ended  December 31, 1996,  the  management fee amounted to
         $120,522, of which $24,608 was waived by DLB. Additionally,  $79,509 of
         Fund expenses were borne by DLB.

         The Fund pays no  compensation  directly to those of its  Trustees  who
         also are officers of the investment  manager, or to the officers of the
         Fund, all of whom receive  remuneration  for their services to the Fund
         from DLB.

4.       PORTFOLIO SECURITIES

         Purchases and sales of investments,  other than short-term obligations,
         aggregated $3,619,063 and $2,595,673, respectively.

         The cost and unrealized  appreciation  or  depreciation in value of the
         investments  owned by the Fund,  as  computed  on a federal  income tax
         basis, are as follows:

          Aggregate cost                                         $11,350,436
                                                               =============

          Gross unrealized appreciation                         $  2,082,069
          Gross unrealized depreciation                            (841,947)
                                                               -------------

          Net unrealized appreciation                           $  1,240,122
                                                               =============




                                       15







5.       SHARES OF BENEFICIAL INTEREST

         The  Trust's  Declaration  of Trust  permits  the  Trustees to issue an
         unlimited number of full and fractional  shares of beneficial  interest
         (without par value). Transactions in Fund shares were as follows:

<TABLE>
<CAPTION>

                                                                     Year Ended    Period Ended
                                                                      December 31, December 31,
                                                                         1996            1995
                                                                  ----------------  --------------

<S>                                                                   <C>            <C>      
          Shares sold                                                   100,497        1,000,000
          Shares issued to shareholders in reinvestment
           of distributions                                              15,604            7,012
          Redemptions                                                   (8,189)          --
                                                                       --------       ----------

            Net increase                                                107,912        1,007,012
                                                                       ========       ==========
</TABLE>


6.       FINANCIAL INSTRUMENTS

         The Fund trades financial  instruments  with off-balance  sheet risk in
         the  normal  course  of its  investing  activities  in order to  manage
         exposure to market risks such as foreign currency exchange rates. These
         financial   instruments   include  forward  foreign  currency  exchange
         contracts.  The notional or  contractual  amounts of these  instruments
         represent  the Fund's  investment  in a  particular  class of financial
         instruments and does not necessarily  represent the amounts potentially
         subject  to risk.  The  measurement  of  risks  associated  with  these
         instruments  is  meaningful   only  when  all  related  and  offsetting
         transactions  are  considered.  A summary of  obligations  under  these
         financial instruments at December 31, 1996 is as follows:

         Forward Foreign Currency Exchange Contracts
<TABLE>
<CAPTION>

                        Settlement                Contracts to   In Exchange  Contracts   Net Unrealized
                              Date   Currency  Deliver/Receive           For   at Value     Appreciation
           ------------ ----------- ---------- ---------------- ------------- ---------- ----------------

<S>                       <C>          <C>         <C>             <C>        <C>              <C>
           Sales           1/02/97        JPY        3,116,069       $26,890    $26,840            $  50
                                                                                                    ====

           Purchases       1/03/97        GBP           15,137       $25,608    $25,912             $304
                                                                                                    ====
</TABLE>


         At December 31, 1996, the Fund had sufficient cash and/or securities to
         cover any commitments under these contracts.




                                       16






7.       RISKS ASSOCIATED WITH FOREIGN INVESTMENTS


         Investing in securities  issued by companies whose  principal  business
         activities are outside the United States may involve  significant risks
         not present in domestic  investments.  For example,  there is generally
         less  publicly   available   information   about   foreign   companies,
         particularly those not subject to disclosure and reporting requirements
         of the U.S. securities laws. Foreign issuers are generally not bound by
         uniform accounting,  auditing, and financial reporting requirements and
         standards  of  practice  comparable  to those  applicable  to  domestic
         issuers.  Investments  in foreign  securities  also involve the risk of
         possible adverse changes in investment or exchange control regulations,
         expropriation  or confiscatory  taxation,  limitation on the removal of
         funds or other assets of the Fund,  political or financial  instability
         or  diplomatic   and  other   developments   which  could  affect  such
         investments.  Foreign  stock  markets,  while  growing  in  volume  and
         sophistication,  are  generally not as developed as those in the United
         States,  and  securities of some foreign  issuers  (particularly  those
         located in developing  countries)  may be less liquid and more volatile
         than securities of comparable U.S. companies. In general, there is less
         overall  governmental  supervision and regulation of foreign securities
         markets, broker-dealers, and issuers than in the United States.


                                       17










Manager's Commentary
- --------------------

THE STOCK MARKET  CLOSED OUT 1996 WITH  ANOTHER  STRONG  SHOWING.  The Dow Jones
Industrial  Average gained 29.1% for the year. The broader based S&P 500 was not
quite as  strong,  but still  posted  an  impressive  23.0%  for the year.  This
continues  an  almost  uninterrupted  period  of gain for  large  capitalization
stocks,  with the S&P 500  having  had only one down  year in the last  fifteen.
Small stocks trailed larger companies in 1996, as investors sought the safety of
well-known,  less economically  sensitive companies due to uncertainty about the
direction of the U.S. economy.

THE FUND PERFORMED IN 1996 AS FOLLOWS:
DLB Mid Cap Fund           +14.8%
Russell 2500               +19.0%

PERFORMANCE  OF THE  RUSSELL  2500  INDEX WAS DRIVEN BY THE  FINANCIAL  SERVICES
SECTOR WHICH ROSE 30.9% IN 1996.  We were  underweighted  in this  sector.  With
valuation levels at record highs, and banking and brokerage stocks enjoying very
high levels of  profitability  relative to their  historical  averages,  we feel
caution is warranted.  As a result,  the fund trailed the Russell 2500 benchmark
in 1996.

AS YOU MIGHT EXPECT,  OUR HEAVY WEIGHTINGS IN ECONMICALLY  SENSITIVE SECTORS AND
UNDERWEIGHTING  IN FINANCE HURT US.  However,  favorable  stock selection in the
portfolio helped to  counterbalance  the weaker  performance of our overweighted
sectors.  Our insistence on identifying  companies with improving  profitability
and accelerating earnings allowed stocks held by the fund to do relatively well.
With a consistent eye toward valuation and risk analysis,  we feel the portfolio
is well-positioned in this uncertain environment.



                 CUMULATIVE TOTAL RETURN SINCE INCEPTION 7/25/95


MOUNTAIN CHART PLOT POINTS:

                         DLB MID CAP         RUSSELL 2500
                         -----------         ------------
                         $100,000.00         $100,000.00
31-Jul-95                $100,500.00         $105,900.00
31-Aug-95                $ 99,696.00         $107,594.40
30-Sep-95                $100,792.66         $109,606.42
31-Oct-95                $ 98,595.38         $106,175.73
30-Nov-95                $106,897.11         $110,709.44
31-Dec-95                $109,270.22         $112,602.57
31-Jan-96                $111,302.65         $113,402.05
28-Feb-96                $114,652.86         $116,815.45
31-Mar-96                $117,702.62         $119,198.48
30-Apr-96                $119,232.76         $124,705.45
30-May-96                $121,879.73         $128,084.97
30-Jun-96                $119,746.83         $124,152.76
31-Jul-96                $112,118.96         $115,064.78
31-Aug-96                $116,087.97         $121,681.01
30-Sep-96                $117,202.41         $126,949.79
31-Oct-96                $115,983.51         $126,111.93
30-Nov-96                $122,188.63         $132,203.13
31-Dec-96                $125,402.19         $134,014.31




TOTAL RETURNS FOR PERIODS ENDED 12/31/96

                                                             Annualized
                                        One Year           Since Inception
                                     1/1/96-12/31/96      7/25/95-12/31/96

   DLB MID CAPITALIZATION FUND           14.76%                16.29%
   Russell 2500                          19.02%                21.55%

RUSSELL  2500 INDEX  consists of the bottom 500  securities  in the Russell 1000
Index  and  all  2,000  securities  in  the  Russell  2000  Index,  representing
approximately 23% of the Russell 3000 total market capitalization. This index is
a good measure of small to medium-small stock performance.

PAST PERFORMANCE DOES NOT GUARANTEE FUTURE RESULTS.  Investment return and share
price will  fluctuate with market  conditions,  and investors may have a gain or
loss when  shares  are  sold.  The  fund's  total  return  reflects  an  expense
limitation  in effect during the periods  shown.  In the absence of such expense
limitation, returns would have been lower.

THIS REPORT AND THE FUND FINANCIAL STATEMENTS CONTAINED HEREIN ARE SUBMITTED FOR
THE GENERAL INFORMATION OF THE SHAREHOLDERS OF THE DLB MID CAPITALIZATION  FUND.
The report is not intended for  distribution  to  prospective  investors  unless
preceded or accompanied by a current prospectus.



DELOITTE &
 TOUCHE LLP
- -----------
    [LOGO]                               ---------------------------------------
                                         DLB MID CAPITALIZATION 
                                         FUND

                                         Financial Statements for the
                                         Year Ended December 31, 1996 and
                                         for the Period from July 25, 1995
                                         (Commencement of Operations) to
                                         December 31, 1995


- ---------------
DELOITTE TOUCHE
TOHMATSU
INTERNATIONAL
- ---------------
DLB MID CAPITALIZATION FUND

TABLE OF CONTENTS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

<S>                                                                                            <C>
INDEPENDENT AUDITORS' REPORT                                                                       1

FINANCIAL STATEMENTS:

      Portfolio of Investments as of December 31, 1996                                            2-5

      Statement of Assets and Liabilities as of December 31, 1996                                  6

      Statement of Operations for the Year Ended December 31, 1996                                 7

      Statements of Changes in Net Assets for the Year Ended  December  31, 1996
        and the  Period  from July 25,  1995  (commencement  of  operations)  to
        December 31, 1995 8

      Financial Highlights for the Year Ended December 31, 1996 and the Period from July
        25, 1995 (commencement of operations) to December 31, 1995                                 9

      Notes to Financial Statements                                                              10-12


</TABLE>






DELOITTE &
 TOUCHE LLP
- ------------
     [LOGO]

                     -----------------------------------------------------------
                     125 Summer Street                  Telephone: (617)261-8000
                     Boston, Massachusetts 02110-1617   Facsimile: (617)261-8111



INDEPENDENT AUDITORS' REPORT

Tothe Trustees of the DLB Fund Group and 
 Shareholders of DLB Mid  Capitalization Fund:

We have audited the accompanying statement of assets and liabilities,  including
the portfolio of investments,  of DLB Mid Capitalization Fund (a separate series
of The DLB Fund  Group) as of  December  31,  1996,  the  related  statement  of
operations for the year then ended,  and the statements of changes in net assets
and the financial  highlights  for the year ended  December 31, 1996 and for the
period from July 25, 1995  (commencement  of  operations)  to December 31, 1995.
These financial  statements and financial  highlights are the  responsibility of
the  Fund's  management.  Our  responsibility  is to express an opinion on these
financial statements and financial highlights based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether the  financial  statements  and  financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  Our procedures include confirmation of securities owned at December
31, 1996 by correspondence with the custodian.  An audit also includes assessing
the accounting principles used and significant estimates made by management,  as
well as evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.

In our opinion,  such  financial  statements  and financial  highlights  present
fairly,  in  all  material   respects,   the  financial   position  of  DLB  Mid
Capitalization  Fund at December 31, 1996,  the results of its  operations,  the
changes in its net  assets,  and its  financial  highlights  for the  respective
stated periods in conformity with generally accepted accounting principles.


Deloitte & Touche LLP
February 5, 1997








- ----------------
Deloitte Touche
Tohmatsu
International
- ----------------





DLB MID CAPITALIZATION FUND

PORTFOLIO OF INVESTMENTS
DECEMBER 31, 1996
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
COMMON AND PREFERRED STOCKS - 99.0%

ISSUER                                                                 SHARES                VALUE
<S>                                                                       <C>             <C>          

CHEMICALS - 3.8%
     Calgon Carbon Corporation                                            22,900          $     280,525
     M.A. Hanna Company                                                   11,100                242,813
                                                                                          -------------

                                                                                                523,338
                                                                                          -------------

METALS & MINING - 4.4%
     Calmat Co.                                                           16,600                311,250
     Martin Marietta Materials, Inc.                                      12,700                295,275
                                                                                         ---------------

                                                                                                606,525
                                                                                          -------------

PAPER & FOREST PRODUCTS - 2.0%
     Albany International Corp.                                           12,100                279,813
                                                                                          -------------

AEROSPACE - 2.2%
     EG&G, Inc.                                                           15,100                303,888
                                                                                          -------------

CONSTRUCTION - 2.4%
     Southdown, Inc.                                                      10,700                333,038
                                                                                          -------------

MACHINERY & EQUIPMENT - 9.6%
     BW/IP, Inc.                                                          19,000                313,500
     Elsag Bailey *                                                       17,900                335,625
     Harsco Corp.                                                          5,100                349,350
     Trinity Industries, Inc.                                              8,300                311,250
                                                                                          -------------

                                                                                              1,309,725
                                                                                          -------------

APPAREL - TEXTILE - 4.4%
     National Service Industries, Inc.                                     9,300                347,584
     Stride Rite Corporation                                              25,400                254,000
                                                                                          -------------

                                                                                                601,584
                                                                                          -------------

AUTO PARTS MANUFACTURERS - 6.2%
     Armor All Products Corporation                                       17,000                323,000
     Bandag, Incorporated, Class A                                         5,400                247,050
     Standard Products Company                                            11,000                280,500
                                                                                          -------------

                                                                                                850,550
                                                                                          -------------


</TABLE>


                                        2



<TABLE>
<CAPTION>


COMMON AND PREFERRED STOCKS (CONTINUED)

ISSUER                                                                 SHARES                VALUE

<S>                                                                       <C>             <C>          
FURNITURE & APPLIANCES - 6.8%
     Herman Miller, Inc.                                                   8,200          $     464,325
     La-Z-Boy Inc.                                                         8,700                256,650
     Stanhome Inc.                                                         7,900                209,350
                                                                                          -------------

                                                                                                930,325
                                                                                          -------------

PRINTING & PUBLISHING - 4.4%
     Central Newspapers, Inc., Class A                                     8,200                360,800
     Lee Enterprises, Inc.                                                10,200                237,150
                                                                                          -------------

                                                                                                597,950
                                                                                          -------------

RETAIL - GENERAL - 2.4%
     Fred Meyer, Inc.*                                                     9,200                326,600
                                                                                          -------------

RETAIL - SPECIALTY - 3.1%
     Charming Shoppes, Inc.*                                              38,700                195,919
     Fingerhut Companies, Inc.                                            19,000                232,750
                                                                                          -------------

                                                                                                428,669
                                                                                          -------------

wholesalers - 1.8%
     Waban Inc.*                                                           9,300                241,800
                                                                                          -------------

FOOD PRODUCERS - 4.1%
     Dean Foods Company                                                    8,800                283,800
     Ralcorp Holdings, Inc.*                                              13,200                278,850
                                                                                          -------------

                                                                                                562,650
                                                                                          -------------

COSMETIC & TOILETRY - 2.0%
     Alberto-Culver Company, Class A                                       6,500                268,125
                                                                                          -------------

TOBACCO - 2.9%
     Dimon Inc.                                                           16,200                386,187
                                                                                          -------------

COAL, GAS & PIPE - 4.2%
     Cabot Oil & Gas Corp., Class A                                       15,500                265,438
     Nabors Industries, Inc.*                                             16,400                315,700
                                                                                          -------------

                                                                                                581,138
                                                                                          -------------


</TABLE>


                                        3



<TABLE>
<CAPTION>


COMMON AND PREFERRED STOCKS (CONTINUED)

ISSUER                                                                 SHARES                VALUE

<S>                                                                       <C>             <C>          
EXPLORATION & DRILLING - 2.5%
     Global Industrial Technologies, Inc.*                                15,500          $     342,938
                                                                                          -------------

OIL - DOMESTIC - 2.0%
     Quaker State Corporation                                             19,600                276,850
                                                                                          -------------

BANKS - 6.8%
     Dime Bancorp, Inc.*                                                  14,200                209,450
     First Security Corp.                                                 10,500                354,375
     Glendale Federal Bank, FSB*                                          16,000                372,000
                                                                                          -------------

                                                                                                935,825
                                                                                          -------------
INSURANCE COMPANIES - 7.5%
     Arthur J. Gallagher & Co.                                             6,500                201,500
     Hartford Steam Boiler                                                 5,400                250,425
     Western National Corp.                                               16,600                319,550
     Willis Corroon Group **                                              22,100                254,150
                                                                                          -------------

                                                                                              1,025,625
                                                                                          -------------

COMPUTER RELATED - 1.8%
     Gerber Scientific, Inc.                                              16,700                248,413
                                                                                          -------------

ELECTRONICS & INSTRUMENTS - 2.8%
     Intergraph Corporation*                                              19,900                203,975
     Scitex Corp. Ltd.                                                    18,200                172,900
                                                                                          -------------

                                                                                                376,875
                                                                                          -------------

OFFICE EQUIPMENT - 2.8%
     Wallace Computer Services, Inc.                                      11,200                386,400
                                                                                          -------------

TELECOMMUNICATIONS - 1.2%
     Octel Communications Corp.*                                           9,300                162,750
                                                                                          -------------

TRUCKING & SHIPPING - 3.2%
     Alexander & Baldwin Inc.                                             10,200                255,000
     J.B. Hunt Transport Services, Inc.                                   12,500                175,000
                                                                                          -------------

                                                                                                430,000
                                                                                          -------------



                                        4



COMMON AND PREFERRED STOCKS (CONTINUED)

ISSUER                                                                 SHARES                VALUE

NATURAL GAS - 1.7%
     Equitable Resources, Inc.                                             8,000          $     238,000
                                                                                          -------------

     Total common and preferred stocks (identified
        cost, $12,043,790)                                                                   13,555,581
                                                                                          -------------

                                                                       PRINCIPAL
REPURCHASE AGREEMENT - 0.9%                                             AMOUNT
     Bank of New York, dated 12/31/96, due
     1/2/97 (secured by $120,000 U.S. Treasury
     Notes, due 1/31/01, market value $119,400)                       $  116,999                116,999
                                                                                          -------------

     Total investments (identified cost, $12,160,789)                                        13,672,580

     Other assets, less liabilities - 0.1%                                                       17,135
                                                                                          -------------

     NET ASSETS - 100%                                                                      $13,689,715
                                                                                          =============

</TABLE>



     *   Non-income producing security
     **  Preferred stock



     See notes to financial statements.








                                        5














DLB MID CAPITALIZATION FUND

STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

<S>                                                                                        <C>
ASSETS:
      Investments, at value (identified cost, $12,160,789)                                    $13,672,580
      Dividends and interest receivable                                                            26,548
      Other receivables                                                                            10,405
                                                                                             ------------

                Total assets                                                                   13,709,533
                                                                                             ------------

LIABILITIES:
      Management fees payable                                                                       6,606
      Accrued expenses                                                                             13,212
                                                                                             ------------

                Total liabilities                                                                  19,818
                                                                                             ------------

NET ASSETS                                                                                    $13,689,715
                                                                                             ============

NET ASSETS CONSIST OF:
      Paid-in capital                                                                         $12,178,649
      Unrealized appreciation on investments                                                    1,511,791
      Accumulated distributions in excess of net realized gain on investments                        (368)
      Accumulated distributions in excess of net investment income                                   (357)
                                                                                             ------------

                Total                                                                         $13,689,715
                                                                                             ============

SHARES OF BENEFICIAL INTEREST OUTSTANDING                                                       1,189,227
                                                                                             ============

NET ASSET VALUE, OFFERING PRICE, AND REDEMPTION PRICE PER
 SHARE (NET ASSETS ( SHARES OF BENEFICIAL INTEREST
 OUTSTANDING)                                                                                 $     11.51
                                                                                             ============

</TABLE>


See notes to financial statements.





                                        6







DLB MID CAPITALIZATION FUND

STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

<S>                                                                                       <C>
NET INVESTMENT INCOME:
      Dividends (net of foreign taxes withheld of $2,396)                                    $     48,436
      Interest                                                                                     24,346
                                                                                               ----------

                Total investment income                                                           272,782
                                                                                               ----------

EXPENSES:
      Management fee                                                                               75,235
      Custodian fee                                                                                53,815
      Legal fees                                                                                   34,775
      Accounting and audit fees                                                                    23,050
      Printing fees                                                                                19,776
      Registration costs                                                                            8,529
      Trustees' fees                                                                                7,375
                                                                                               ----------

                Total expenses                                                                    222,555

      Reduction of expenses by investment manager                                                (109,748)
                                                                                               ----------

                Net expenses                                                                      112,807
                                                                                               ----------

                Net investment income                                                             159,975
                                                                                               ----------

REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
      Realized gain  (identified cost basis)                                                      755,181

      Change in unrealized appreciation                                                           760,116
                                                                                               ----------

                Net realized and unrealized gain on investments                                 1,515,297
                                                                                               ----------

                Increase in net assets from operations                                         $1,675,272
                                                                                               ==========

</TABLE>




See notes to financial statements.




                                        7







DLB MID CAPITALIZATION FUND

STATEMENTS OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>


                                                                            Year Ended      Period Ended
                                                                           December 31,     December 31,
                                                                               1996               1995 *
                                                                           -------------     ------------
<S>                                                                    <C>               <C>
INCREASE (DECREASE) IN NET ASSETS:
  From operations:
     Net investment income                                                $     159,975   $       83,881
     Net realized gain on investments                                           755,181           93,308
     Net unrealized appreciation on investments                                 760,116          751,675
                                                                            ------------    ------------

               Increase in net assets from operations                         1,675,272          928,864
                                                                            ------------    ------------

  Distributions declared to shareholders:
     From net investment income                                                (160,207)         (83,531)
     In excess of net investment income                                            (357)
                                                                                                 --
     From net realized gain on investments                                     (755,181)         (93,308)
     In excess of net realized gain on investments                                 (368)         --
                                                                            ------------    ------------

               Total distributions declared to shareholders                    (916,113)        (176,839)
                                                                            ------------    ------------

  Fund share (principal) transactions:
     Net proceeds from sale of shares                                         1,176,534       10,000,000
     Net asset value of shares issued to shareholders in
       reinvestment of distributions                                            916,113          176,839
     Cost of shares reacquired                                                  (90,965)         --
                                                                            ------------    ------------

               Increase in net assets from Fund share transactions            2,001,682       10,176,839
                                                                            ------------    ------------

               Total increase in net assets                                   2,760,841       10,928,864

NET ASSETS:
  At beginning of period                                                     10,928,874               10
                                                                            ------------    ------------

  At end of period (including accumulated undistributed (distributions
    in excess of) net investment income of ($357) and $232,
    respectively)                                                           $13,689,715      $10,928,874
                                                                            ============    ============





* For the period from July 25, 1995 (commencement of operations) to December 31, 1995.

</TABLE>


See notes to financial statements.





                                                         8







DLB MID CAPITALIZATION FUND

FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                                           Year Ended       Period Ended
                                                                          December 31,      December 31,
                                                                              1996              1995 **
                                                                         ---------------  ----------------
<S>                                                                        <C>               <C>
Per share data (for a share outstanding throughout each period):
  Net asset value - beginning of period                                       $10.75           $10.00
                                                                              ------           -------

  Income from investment operations:
     Net investment income                                                       .15              .08
     Net realized and unrealized gain on investments                            1.44              .84
                                                                              ------           -------

               Total income from investment operations                          1.59              .92
                                                                              ------           -------

  Less distributions declared to shareholders:
     From net investment income (2)                                             (.15)            (.08)
     From net realized gain on investments (3)                                  (.68)            (.09)
                                                                              ------           -------

               Total distributions declared to shareholders                     (.83)            (.17)
                                                                              ------           -------

  Net asset value - end of period                                             $11.51           $10.75
                                                                              ======           =======

  Total Return                                                                14.75%            21.17%*

  Ratios and Supplemental Data:
     Ratio of expenses to average net assets                                    .90%              .90%*
     Ratio of net investment income to average net assets                      1.28%             1.90%*
     Portfolio turnover                                                          25%                6%
     Average commission rate paid (1)                                        $.05270              --
     Net assets at end of period (000 omitted)                               $13,690          $10,929

The  manager  has  agreed  with the Fund to reduce its  management  fee and bear
certain  expenses,  such that  expenses do not exceed .90% of average  daily net
assets on an annualized  basis. If the fee and expenses borne by the manager had
been charged to the Fund and had 1995 expenses been limited to that permitted by
state securities law, the net investment  income per share and ratios would have
been:

     Net investment income                                                      $.05
                                                                                                 $.01

     Ratios (to average net assets):
       Expenses                                                                 1.77%            2.50%*
       Net investment income                                                     .41%             .32%*

*   Annualized.
**  For the period from July 25, 1995  (commencement  of  operations) to December 31, 1995.
(1) For years  beginning  on or after  September  1, 1995, a fund is required to
    disclose its average  commission rate per share for security trades on which
    commissions  are  charged.  Average  commission  rate  paid is  computed  by
    dividing the total dollar amount of commissions  paid during the year by the
    total number of shares purchased and sold on which commissions were charged.
(2) Distributions in excess of net investment income for the year ended December
    31, 1996 were less than $.01 per share.
(3) Distributions  in excess of net realized  gain on  investments  for the year
    ended December 31, 1996 were less than $.01 per share.

</TABLE>

See notes to financial statements.



                                        9





DLB MID CAPITALIZATION FUND

NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

1.       BUSINESS AND ORGANIZATION

         DLB Mid Capitalization Fund (the "Fund") is a non-diversified series of
         The DLB Fund  Group  (the  "Trust"  ).  The  Trust  is  organized  as a
         Massachusetts  business  trust and is registered  under the  Investment
         Company Act of 1940, as amended, as an open-end  management  investment
         company.

2.       SIGNIFICANT ACCOUNTING POLICIES

         INVESTMENT VALUATION - Equity securities listed on securities exchanges
         or reported  through the NASDAQ  system are valued at last sale prices.
         Unlisted equity  securities or listed equity  securities for which last
         sale  prices are not  available  are valued at last  quoted bid prices.
         Short-term obligations,  which mature in 60 days or less, are valued at
         amortized cost, which approximates  market value.  Securities for which
         there are no such  quotations or valuations are valued at fair value as
         determined in good faith by or at the direction of the Trustees.

         REPURCHASE  AGREEMENTS - The Fund may enter into repurchase  agreements
         with institutions that the Fund's investment adviser has determined are
         creditworthy.  Each repurchase  agreement is recorded at cost. The Fund
         requires that the securities  purchased in a repurchase  transaction be
         transferred to the custodian in a manner sufficient to enable that Fund
         to  obtain  those  securities  in the  event  of a  default  under  the
         repurchase agreement. The Fund monitors, on a daily basis, the value of
         the securities  transferred to ensure that the value, including accrued
         interest,  of the securities under each repurchase agreement is greater
         than amounts owed to the Fund under each such repurchase agreement.

         INVESTMENT  TRANSACTIONS  AND  INCOME  -  Investment  transactions  are
         recorded  on  the  trade  date.  Dividend  income  is  recorded  on the
         ex-dividend date.  Dividend payments received in additional  securities
         are  recorded  in an  amount  equal  to the  value  of the  securities.
         Interest income is recorded on the accrual basis.

         TAXES AND  DISTRIBUTIONS  - The  Fund's  policy  is to comply  with the
         provisions  of  the  Internal  Revenue  Code  ("Code")   applicable  to
         regulated investment companies and to distribute to shareholders all of
         its taxable  income,  including any net realized  gain on  investments.
         Accordingly,   no  provision  for  federal  income  or  excise  tax  is
         necessary.  The Fund files a tax return  annually  using tax accounting
         methods  required  under  provisions  of the Code which may differ from
         generally  accepted  accounting  principles,  the basis on which  these
         financial  statements  are  prepared.  Accordingly,  the  amount of net
         investment  income and net realized  gain  reported on these  financial
         statements may differ from that reported on the Fund's tax return,  and
         consequently,  the character of distributions to shareholders  reported
         in  the  financial   highlights   may  differ  from  that  reported  to
         shareholders  on  Form  1099-DIV.  Distributions  to  shareholders  are
         recorded on the ex-dividend date.





                                       10







         The Fund  distinguishes  between  distributions  for tax  purposes  and
         financial reporting purposes. Only distributions in excess of tax-basis
         earnings and profits are  reported as a return of capital.  Differences
         between income for financial  reporting purposes and tax-basis earnings
         and profits that result in temporary  over-distributions  for financial
         statement  purposes,  are classified as  distributions in excess of net
         investment  income or  accumulated  undistributed  net realized  gains.
         During the year ended December 31, 1996 there were no reclassifications
         required.

         USE  OF  ESTIMATES  -  The  preparation  of  financial   statements  in
         conformity  with  generally  accepted  accounting  principles  requires
         management to make estimates and  assumptions  that affect the reported
         amounts  of  assets  and  liabilities  at the  date  of  the  financial
         statements and the reported  amounts of revenue and expenses during the
         reporting period. Actual results could differ from those estimates.

3.       TRANSACTIONS WITH AFFILIATES

         The Fund has a  management  contract  with David L.  Babson & Co.  Inc.
         ("DLB") to provide investment advisory and administrative  services and
         general  office  facilities.  The  management fee is computed daily and
         paid monthly at an effective  annual rate of .60% of average  daily net
         assets.

         For the year ended  December 31, 1996,  the  management fee amounted to
         $75,235, of which $37,918 was waived by DLB.  Additionally,  $71,830 of
         Fund expenses were borne by DLB.

         The Fund pays no  compensation  directly to those of its  Trustees  who
         also are officers of the investment  manager, or to the officers of the
         Fund, all of whom receive  remuneration  for their services to the Fund
         from DLB.

4.       PORTFOLIO SECURITIES

         Purchases and sales of investments,  other than short-term obligations,
         aggregated $4,401,309 and $3,072,587, respectively.

         The cost and unrealized  appreciation  or  depreciation in value of the
         investments  owned by the Fund,  as  computed  on a federal  income tax
         basis, are as follows:

          Aggregate cost                                         $12,160,789
                                                               =============

          Gross unrealized appreciation                         $  2,187,355
          Gross unrealized depreciation                             (675,564)
                                                               -------------

          Net unrealized appreciation                           $  1,511,791
                                                               =============





                                       11








5.       SHARES OF BENEFICIAL INTEREST

         The  Trust's  Declaration  of Trust  permits  the  Trustees to issue an
         unlimited number of full and fractional  shares of beneficial  interest
         (without par value). Transactions in Fund shares were as follows:
<TABLE>
<CAPTION>

                                                                  Year Ended        Period Ended
                                                                  December 31,      December 31,
                                                                      1996             1995
                                                                ---------------   ---------------

<S>                                                                    <C>             <C>      
          Shares sold                                                  100,908         1,000,000
          Shares issued to shareholders in reinvestment
            of distributions                                            79,593            16,543
          Redemptions                                                   (7,818)          --
                                                                      --------        -----------

            Net increase                                               172,683         1,016,543
                                                                      ========        ===========

</TABLE>



                                       12









Manager's Commentary
- --------------------


DLB VALUE FUND COMPLETED ITS FIRST CALENDAR YEAR ON DECEMBER 31, 1996.
In 1996, the Fund's total return (appreciation plus net income) was 23.99%. This
compared  favorably  with the 20.78%  average return for our "growth and income"
peer group in  Lipper's  Mutual Fund  Performance  Analysis.  The stock  market,
bouyed  by  earnings  that  were  stronger  than  generally  anticipated  and  a
relatively  sanguine  interest rate and inflation  environment,  confounded most
prognosticators by surging 22.95% as measured by the S&P 500 Stock Index, driven
by strength in large capitalization growth stocks.

THE VALUE STYLE TOOK A BACK SEAT TO THE GROWTH STYLE AGAIN IN 1996, as reflected
in the  returns of the growth and value  subsets of the S&P 500  measured by the
S&P/BARRA growth and value indices.The  growth index returned 23.97%,  while the
value  index rose  22.00%.  The current  strength  of the growth  style began in
October of 1993, so the current  fashion has been in vogue for over three years,
exceeding the longest  period in which one style has remained in favor since the
inception of these indices in 1975.

NO ONE CAN  RELIABLY  PREDICT WHEN THE  MARKET'S  PREFERENCE  WILL SHIFT BACK TO
VALUE FOR A SUSTAINED PERIOD, BUT THERE ARE FACTORS THAT MAY INDICATE IT IS TIME
FOR A CHANGE.  The high  absolute  level of the  market,  and the length of time
since the last signigicant  correction,  may rekindle investors' appreciation of
the lower  risk or  volatility  that is  characteristic  of the value  style.The
market's  fascination  with high  quality  growth  issues  such as Coca Cola and
Gillette  has  driven  their  shares  to  price/earnings  ratios of 42 and 30 on
trailing earnings,  respectively.  These multiples appear quite full relative to
the  consensus  estimates  of their  long term rate of  earnings  growth for the
future.  The  valuation  gulf between  these market  leaders and the average P/E
multiple of the  companies in the Fund,  currently 16 (as of December 31, 1996),
has grown too wide in our opinion.

THE PORTFOLIO  BENEFITED BY BEING  SIGNIFICANTLY  OVERWEIGHT IN FINANCIAL STOCKS
RELATIVE TO THE MARKET. This helped to offset the negtive impact of the holdings
in basic materials,  retail and consumer  cyclical  companies.  Although we were
only slightly  under the S&P weight in  technology,  the sector with the highest
returns  for our fiscal  year,  we were not  invested in the  "high-tech"  chip,
networking and internet stocks that produced most of the fireworks in a powerful
rebound from the correction they experienced in the second half of 1995.

AS HAS USUALLY BEEN THE CASE IN OUR VALUE PORTFOLIOS, WE AGAIN BENEFITTED FROM A
MERGER  ANNOUNCEMENT.  PHH, which we purchased for $23 in July 1995,  became the
subject of an offer from HFS, Inc. at $49.50. IBM and Chase Manhattan  continued
to produce handsome returns for us with gains of 66% and 59%  respectively.  Six
other holdings chipped in with returns of 40-50%.  They were Allstate,  National
City, Reebok, duPont, First Bank System and Kmart.

APPLE COMPUTER HEADED THE LIST OF DISAPPOINTMENTS  FOR 1996, JOINED BY KLM ROYAL
DUTCH AIRLINES,  OVERSEAS  SHIPHOLDING AND HANSON PLC. Each is selling below, or
just  above,  book value.  Apple  continues  to have  production  and  marketing
problems  which the new  management  is working hard to diagnose and cure.  They
have announced a merger with Next, a company  founded by Steve Jobs, an original
Apple founder,  who is coming back to help improve the operating  system,  which
even now is considered by many to be superior to Microsoft's  Windows.  Although
the  company  still has  significant  problems  to work out, it appears to be in
decent financial shape with $1.8 billion in cash.  Hanson and KLM are selling at
very low multiples of earnings.  Hanson is in the midst of breaking  itself into
four  companies.  The spin-offs of Millenium  and Imperial  Tobacco have already
occurred,  and the last piece is expected  to occur in February  when the energy
company is  separated  from the building  operations.  We have sold the Imperial
Tobacco,  and expect to retain the other  pieces for a while in order to realize
their expected higher values.

COMPANIES WHICH WERE ELIMINATED FROM THE PORTFOLIO DURING 1996 WERE GUIDANT, ELI
LILLY,  SHARED  MEDICAL  SYSTEMS,  IMPERIAL  TOBACCO  (SALE SETTLED IN 1997) AND
HUFFY. The first three were successful  investments which we sold at substantial
profits.  Imperial  Tobacco  produced a loss,  but we did not think  holding the
shares was likely to prove rewarding  after the spin-off from Hanson.  Huffy had
been depressed  because of competition  from China with its low labor costs. The
stock rebounded so we were able to sell at a small gain, and we were not able to
maintain  the company in the  portfolio at full size because of its small market
capitalization.

THE PORTFOLIO CONTINUES TO HAVE VERY ATTRACTIVE VALUATION CHARACTERISTICS.
Based on estimated earnings for 1997, the average P/E ratio was 15.5 at our year
end, and the average  price to book value ratio was 2.6.  These  values  compare
favorably  with  ratios  of 17.3 and 4.9,  respectively,  for the S&P 500  stock
index.

WE  WELCOME  NEW  INVESTORS  WHO HAVE  JOINED US IN THE PAST  YEAR,  AND WE LOOK
FORWARD  TO  CONTINUING  OUR  EFFORTS  TO  PROVIDE  ALL  OUR  SHAREHOLDERS  WITH
CONSISTENT, FAVORABLE RETURNS IN THE FUTURE.



                 CUMULATIVE TOTAL RETURN SINCE INCEPTION 7/25/95


MOUNTAIN CHART PLOT POINTS:

                         DLB VALUE           S&P 500
                         -----------         -----------
                         $100,000.00         $100,000.00
31-Jul-95                $100,800.00         $102,400.00
31-Aug-95                $100,699.20         $102,656.00
30-Sep-95                $104,294.16         $106,988.08
31-Oct-95                $102,093.55         $106,602.93
30-Nov-95                $106,789.86         $111,282.79
31-Dec-95                $108,178.13         $113,430.55
31-Jan-96                $110,428.23         $117,287.19
28-Feb-96                $113,398.75         $118,377.96
31-Mar-96                $116,880.09         $119,514.39
30-Apr-96                $118,306.03         $121,271.25
30-May-96                $121,370.16         $124,400.05
30-Jun-96                $120,654.07         $124,872.77
31-Jul-96                $116,467.38         $119,353.39
31-Aug-96                $120,252.57         $121,871.75
30-Sep-96                $124,040.52         $128,733.13
31-Oct-96                $125,057.65         $132,286.16
30-Nov-96                $134,874,68         $142,287.00
31-Dec-96                $134,132.87         $139,469.72




TOTAL RETURNS FOR PERIODS ENDED 12/31/96

                                                             Annualized
                                        One Year           Since Inception
                                     1/1/96-12/31/96      7/25/95-12/31/96

   DLB VALUE FUND                        23.99%                21.63%
    S&P 500                              22.96%                24.83%

STANDARD  & POORS 500 INDEX is an index of common  stocks  frequently  used as a
general measure of stock market performance.  The index assumes  reinvestment of
all distributions and interest payments and does not take into account brokerage
fees or  taxes.  Securities  in the fund do not  matcht  those in the  index and
performance of the fund will differ.

PAST PERFORMANCE DOES NOT GUARANTEE FUTURE RESULTS.  Investment return and share
price will  fluctuate with market  conditions,  and investors may have a gain or
loss when  shares  are  sold.  The  fund's  total  return  reflects  an  expense
limitation  in effect during the periods  shown.  In the absence of such expense
limitation, returns would have been lower.

THIS REPORT AND THE FUND FINANCIAL STATEMENTS CONTAINED HEREIN ARE SUBMITTED FOR
THE GENERAL INFORMATION OF THE SHAREHOLDERS OF THE DLB VALUE FUND. The report is
not  intended for  distribution  to  prospective  investors  unless  preceded or
accompanied by a current prospectus.



DELOITTE &
 TOUCHE LLP
- ------------
     [LOGO]

                     -----------------------------------------------------------
                     125 Summer Street                  Telephone: (617)261-8000
                     Boston, Massachusetts 02110-1617   Facsimile: (617)261-8111



INDEPENDENT AUDITORS' REPORT

To the Trustees of the DLB Fund Group and Shareholders of DLB Value Fund:

We have audited the accompanying statement of assets and liabilities,  including
the portfolio of  investments,  of DLB Value Fund (a separate  series of The DLB
Fund Group) as of December 31, 1996, the related statement of operations for the
year then ended,  and the  statements of changes in net assets and the financial
highlights for the year ended December 31, 1996 and for the period from July 25,
1995  (commencement  of  operations)  to  December  31,  1995.  These  financial
statements  and  financial  highlights  are  the  responsibility  of the  Fund's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements and financial highlights based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether the  financial  statements  and  financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  Our procedures include confirmation of securities owned at December
31, 1996 by correspondence with the custodian.  An audit also includes assessing
the accounting principles used and significant estimates made by management,  as
well as evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.

In our opinion,  such  financial  statements  and financial  highlights  present
fairly, in all material  respects,  the financial  position of DLB Value Fund at
December 31, 1996, the results of its operations, the changes in its net assets,
and its financial  highlights  for the  respective  stated periods in conformity
with generally accepted accounting principles.


Deloitte & Touche LLP
February 5, 1997






- ----------------
DELOITTE TOUCHE
TOHMATSU
INTERNATIONAL
- ----------------





DLB VALUE FUND

PORTFOLIO OF INVESTMENTS
DECEMBER 31, 1996

- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
COMMON AND PREFERRED STOCKS - 95.7%

ISSUER                                                                       SHARES                VALUE

<S>                                                                       <C>             <C>          
CHEMICALS - 2.3%
     E.I. Dupont deNemours & Co.                                              4,600            $     434,125
                                                                                                -------------

SPECIALTY CHEMICALS - 0.2%
     Millennium Chemicals Inc.                                                2,357                   41,837
                                                                                                -------------

METALS & MINING - 0.5%
     Martin Marietta Materials, Inc.                                          4,323                  100,510
                                                                                                -------------

PAPER & FOREST PRODUCTS - 7.1%
     Potlatch Corporation                                                    10,600                  455,800
     Weyerhaeuser Co.                                                         9,100                  431,113
     Willamette Industries, Inc.                                              6,800                  473,450
                                                                                                -------------

                                                                                                   1,360,363
                                                                                                -------------
AEROSPACE - 4.6%
     Boeing Company                                                           4,700                  499,963
     Lockheed Martin Corporation                                              4,184                  382,836
                                                                                                -------------

                                                                                                     882,799
                                                                                                -------------

ENVIRONMENTAL - 2.4%
     Safety-Kleen Corp.                                                      28,700                  469,962
                                                                                                -------------

APPAREL - TEXTILE - 2.5%
     Reebok International Ltd.                                               12,100                  508,200
                                                                                                -------------

AUTO PARTS MANUFACTURERS - 2.4%
     Dana Corporation                                                        14,000                  456,750
                                                                                                -------------

PRINTING & PUBLISHING - 2.0%
     Harcourt General Inc.                                                    8,300                  382,838
                                                                                                -------------

RETAIL DISCOUNT - 2.2%
     KMart Corp.                                                             27,900                  289,462
     KMart Financial 7.75% Convertible Preferred**                            2,600                  126,750
                                                                                                -------------

                                                                                                     416,212
                                                                                                -------------
</TABLE>


                                        2


<TABLE>
<CAPTION>


COMMON AND PREFERRED STOCKS (CONTINUED)

ISSUER                                                                       SHARES                VALUE

<S>                                                                       <C>             <C>          
RETAIL - GENERAL - 4.2%
     J. C. Penney Company, Inc.                                               8,000            $     390,000
     Sears, Roebuck & Co.                                                     9,100                  419,738
                                                                                                -------------

                                                                                                     809,738
                                                                                                -------------

FOOD PRODUCERS - 2.5%
     Grand Metropolitan Plc.                                                 14,899                  471,181
                                                                                                -------------

MEDICAL SUPPLIES & SERVICES - 4.8%
     Tenet Healthcare Corporation*                                           19,500                  426,563
     United Healthcare Corp.                                                 10,900                  490,500
                                                                                               --------------

                                                                                                     917,063
                                                                                                -------------

OIL - DOMESTIC - 2.4%
     Atlantic Richfield Co.                                                   3,500                  463,750
                                                                                                -------------

OIL - INTERNATIONAL - 2.5%
     Royal Dutch Petroleum ADR                                                2,800                  478,100
                                                                                                -------------

BANKS - 9.6%
     Chase Manhattan Corp.                                                    5,400                  481,950
     First Bank System Inc.                                                   6,500                  443,625
     National City Corp.                                                     10,400                  466,700
     Wells Fargo & Co.                                                        1,700                  458,575
                                                                                                -------------

                                                                                                   1,850,850
                                                                                                -------------

FINANCIAL SERVICES - 12.6%
     American Express Co.                                                     9,400                  531,100
     Salomon Inc.                                                             9,600                  452,400
     Student Loan Corp.                                                      13,300                  495,425
     Student Loan Marketing Association                                       5,000                  465,625
     Transamerica Corp.                                                       6,000                  474,000
                                                                                                -------------

                                                                                                   2,418,550
                                                                                                -------------

INSURANCE COMPANIES - 7.9%
     Aetna Inc.                                                               6,700                  536,000
     Allstate Corp.                                                           8,400                  486,150
     General RE Corp.                                                         3,100                  489,025
                                                                                                -------------

                                                                                                   1,511,175
                                                                                                -------------
</TABLE>





                                        3






<TABLE>
<CAPTION>
COMMON AND PREFERRED STOCKS (CONTINUED)

ISSUER                                                                       SHARES                VALUE

<S>                                                                       <C>                 <C>          
DIVERSIFIED - 1.3%
     Hanson PLC                                                              37,100            $     250,425
                                                                                                -------------

PROFESSIONAL SERVICES - 4.1%
     ABM Industries Inc.                                                     20,000                  370,000
     PHH Corporation                                                          9,600                  412,800
                                                                                                -------------

                                                                                                     782,800
                                                                                                -------------

COMPUTER RELATED - 4.8%
     Apple Computer Inc.                                                     18,900                  394,538
     International Business Machines                                          3,500                  528,500
                                                                                                -------------

                                                                                                     923,038
                                                                                                -------------

OFFICE EQUIPMENT - 5.5%
     Wallace Computer Services, Inc.                                         15,600                  538,200
     Xerox Corp.                                                              9,900                  520,988
                                                                                                -------------

                                                                                                   1,059,188
                                                                                                -------------

AIRLINES - 2.8%
     KLM Royal Dutch Airlines                                                19,000                  529,625
                                                                                                -------------

TRUCKING & SHIPPING - 2.3%
     Overseas Shipholding Group                                              26,500                  450,500
                                                                                                -------------

ELECTRICAL POWER - 2.2%
     Texas Utilities Company                                                 10,300                  419,722
                                                                                                -------------

Total common and preferred stocks
     (identified Cost, $15,423,824)                                                               18,389,301

                                                                        PRINCIPAL
REPURCHASE AGREEMENT - 3.8%                                               AMOUNT
     Bank of New York, dated 12/31/96, due
     1/2/97 (secured by $755,000 U.S. Treasury
     Notes, due 1/31/01, market value $751,225)                            $735,130                  735,130
                                                                                                -------------

     Total Investments (identified cost, $16,158,954)                                             19,124,431

     Other assets, less liabilities - 0.5%                                                           103,671
                                                                                                -------------

     NET ASSETS - 100%                                                                           $19,228,102
                                                                                                =============
</TABLE>

     *  Non-income producing security
     ** Preferred stock

     See notes to financial statements.


                                        4










DLB VALUE FUND

STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

<S>                                                                                          <C>
ASSETS:
      Investments, at value (identified cost, $16,158,954)                                    $19,124,431
      Receivable for investments sold                                                             104,672
      Dividends and interest receivable                                                            24,234
                                                                                             ------------


                Total assets                                                                   19,253,337
                                                                                             ------------


LIABILITIES:
      Management fees payable                                                                      11,040
      Accrued expenses                                                                             14,195
                                                                                             ------------


                Total liabilities                                                                  25,235
                                                                                             ------------


NET ASSETS                                                                                    $19,228,102
                                                                                             ============


NET ASSETS CONSIST OF:
      Paid-in capital                                                                         $16,290,313
      Unrealized appreciation on investments                                                    2,965,477
      Accumulated distributions in excess of net realized gain on investment
         transactions                                                                             (27,688)
                                                                                             ------------


                Total                                                                         $19,228,102
                                                                                             ============


SHARES OF BENEFICIAL INTEREST OUTSTANDING                                                       1,534,983
                                                                                             ============

NET ASSET VALUE, OFFERING PRICE, AND REDEMPTION PRICE PER
 SHARE (NET ASSETS ( SHARES OF BENEFICIAL INTEREST
 OUTSTANDING)                                                                                 $     12.53
                                                                                             ============

</TABLE>







See notes to financial statements.




                                        5





DLB VALUE FUND

STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

<S>                                                                                       <C>
NET INVESTMENT INCOME:
      Dividends (net of foreign tax withheld of $5,412)                                      $   336,140
      Interest                                                                                    23,879
                                                                                             -----------


                Total investment income                                                          360,019
                                                                                             -----------


EXPENSES:
      Management fee                                                                              83,908
      Custodian fee                                                                               51,665
      Legal fees                                                                                  34,775
      Accounting and audit fees                                                                   23,050
      Printing fees                                                                               19,776
      Registration costs                                                                           8,529
      Trustees' fees                                                                               7,375
                                                                                             -----------


                Total expenses                                                                   229,078

      Reduction of expenses by investment manager                                               (107,266)
                                                                                             -----------


                Net expenses                                                                     121,812
                                                                                             -----------


                Net investment income                                                            238,207
                                                                                             -----------


REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
      Realized gain (identified cost basis)                                                      595,835

      Change in unrealized appreciation                                                        2,386,704
                                                                                             -----------


                Net realized and unrealized gain on investments                                2,982,539
                                                                                             -----------


                Increase in net assets from operations                                        $3,220,746
                                                                                             ===========


</TABLE>


See notes to financial statements.


                                        6





DLB VALUE FUND

STATEMENTS OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                                                           Year Ended    Period Ended
                                                                          December 31,    December 31,
                                                                              1996           1995 *
                                                                          -------------   ------------

<S>                                                                    <C>              <C>
INCREASE (DECREASE) IN NET ASSETS:
  From operations:
     Net investment income                                               $     238,207    $     91,102
     Net realized gain on investments                                          595,835         147,693
     Net unrealized appreciation on investments                              2,386,704         578,773
                                                                          -------------   ------------

               Increase in net assets from operations                        3,220,746         817,568
                                                                          -------------   ------------


  Distributions declared to shareholders:
     From net investment income                                               (234,884)        (90,860)
     From net realized gain on investments                                    (595,835)       (147,693)
     In excess of net realized gain on investments                             (31,253)            --
                                                                          -------------   ------------

               Total distributions declared to shareholders                   (861,972)       (238,553)
                                                                          -------------   ------------


  Fund share (principal) transactions:
     Net proceeds from sale of shares                                        5,414,040      10,000,000
     Net asset value of shares issued to shareholders in
       reinvestment of distributions                                           861,972         238,553
     Cost of shares reacquired                                                (224,262)        --
                                                                          -------------   ------------

               Increase in net assets from Fund share transactions           6,051,750      10,238,553
                                                                          -------------   ------------


               Total increase in net assets                                  8,410,524      10,817,568

NET ASSETS:
  At beginning of period                                                    10,817,578              10
                                                                          -------------   ------------

  At end of period (including undistributed net investment income
     of $0 and $242, respectively)                                         $19,228,102     $10,817,578
                                                                          =============   ============



* For the period from July 25, 1995 (commencement of operations) to December 31, 1995.

</TABLE>

See notes to financial statements.




                                        7





DLB VALUE FUND

FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                                           Year Ended        Period Ended
                                                                          December 31,       December 31,
                                                                              1996              1995 **
                                                                        ----------------- -----------------
<S>                                                                          <C>                <C>
Per share data (for a share outstanding throughout each period):
  Net asset value - beginning of period                                         $10.58            $10.00
                                                                               -------            ------


  Income from investment operations:
     Net investment income                                                         .16               .09
     Net realized and unrealized gain on investments                              2.38               .73
                                                                               -------            ------


               Total income from investment operations                            2.54               .82
                                                                               -------            ------


  Less distributions declared to shareholders:
     From net investment income                                                   (.16)             (.09)
     From net realized gain on investments                                        (.41)             (.15)
     In excess of net realized gain on investments                                (.02)             --
                                                                               -------            ------


               Total distributions declared to shareholders                       (.59)             (.24)
                                                                               -------            ------


  Net asset value - end of period                                               $12.53            $10.58
                                                                               =======            ======


  Total Return                                                                  23.99%             18.64%*

  Ratios and Supplemental Data:
     Ratio of expenses to average net assets                                      .80%               .80%*
     Ratio of net investment income to average net assets                        1.56%              2.02%*
     Portfolio turnover                                                            23%                 7%*
     Average commission rate paid (1)                                          $.05378             --
     Net assets at end of period (000 omitted)                                                   $10,818
                                                                               $19,228

The  manager  has  agreed  with the Fund to reduce its  management  fee and bear
certain  expenses,  such that  expenses do not exceed .80% of average  daily net
assets on an annualized  basis. If the fee and expenses borne by the manager had
been charged to the Fund, the investment  income per share and ratios would have
been:

     Net investment income                                                       $.09               $.02

     Ratios (to average net assets):
       Expenses                                                                  1.50%              2.43%*
       Net investment income                                                      .86%               .40%*


*     Annualized.
**    For the period from July 25, 1995 (commencement of operations) to December 31, 1995.
(1)   For years beginning on or after September 1, 1995, a fund is required to disclose its average
      commission rate per  share  for  security  trades on which  commissions  are  charged. Average
      commission  rate paid is  computed by  dividing  the total  dollar amount of  commissions  paid during the
      year by the total  number of shares purchased and sold on which commissions were charged.

See notes to financial statements.

</TABLE>




                                                         8





DLB VALUE FUND

NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

1.       BUSINESS AND ORGANIZATION

         DLB Value Fund (the "Fund") is a non-diversified series of The DLB Fund
         Group  (the  "Trust"  ). The  Trust  is  organized  as a  Massachusetts
         business trust and is registered  under the  Investment  Company Act of
         1940, as amended, as an open-end management investment company.

2.       SIGNIFICANT ACCOUNTING POLICIES

         INVESTMENT VALUATION - Equity securities listed on securities exchanges
         or reported  through the NASDAQ  system are valued at last sale prices.
         Unlisted equity  securities or listed equity  securities for which last
         sale  prices are not  available  are valued at last  quoted bid prices.
         Short-term obligations,  which mature in 60 days or less, are valued at
         amortized cost, which approximates  market value.  Securities for which
         there are no such  quotations or valuations are valued at fair value as
         determined in good faith by or at the direction of the Trustees.

         REPURCHASE  AGREEMENTS - The Fund may enter into repurchase  agreements
         with institutions that the Fund's investment adviser has determined are
         creditworthy.  Each repurchase  agreement is recorded at cost. The Fund
         requires that the securities  purchased in a repurchase  transaction be
         transferred to the custodian in a manner sufficient to enable that Fund
         to  obtain  those  securities  in the  event  of a  default  under  the
         repurchase agreement. The Fund monitors, on a daily basis, the value of
         the securities  transferred to ensure that the value, including accrued
         interest,  of the securities under each repurchase agreement is greater
         than amounts owed to the Fund under each such repurchase agreement.

         INVESTMENT  TRANSACTIONS  AND  INCOME  -  Investment  transactions  are
         recorded  on  the  trade  date.  Dividend  income  is  recorded  on the
         ex-dividend date.  Dividend payments received in additional  securities
         are  recorded  in an  amount  equal  to the  value  of the  securities.
         Interest income is recorded on the accrual basis.

         TAXES AND  DISTRIBUTIONS  - The  Fund's  policy  is to comply  with the
         provisions  of  the  Internal  Revenue  Code  ("Code")   applicable  to
         regulated investment companies and to distribute to shareholders all of
         its taxable  income,  including any net realized  gain on  investments.
         Accordingly,   no  provision  for  federal  income  or  excise  tax  is
         necessary.  The Fund files a tax return  annually  using tax accounting
         methods  required  under  provisions  of the Code which may differ from
         generally  accepted  accounting  principles,  the basis on which  these
         financial  statements  are  prepared.  Accordingly,  the  amount of net
         investment  income and net realized  gain  reported on these  financial
         statements may differ from that reported on the Fund's tax return,  and
         consequently,  the character of distributions to shareholders  reported
         in  the  financial   highlights   may  differ  from  that  reported  to
         shareholders  on  Form  1099-DIV.  Distributions  to  shareholders  are
         recorded on the ex-dividend date.




                                        9





         The Fund  distinguishes  between  distributions  for tax  purposes  and
         financial reporting purposes. Only distributions in excess of tax-basis
         earnings and profits are reported as a return of capital.
         Differences between income for financial reporting purposes and
         tax-basis    earnings    and   profits   that   result   in   temporary
         over-distributions  for financial statement purposes, are classified as
         distributions  in  excess  of  net  investment  income  or  accumulated
         undistributed  net realized  gains.  During the year ended December 31,
         1996, $3,565 was reclassified from  undistributed net investment income
         to  accumulated  distributions  in  excess  of  net  realized  gain  on
         investment  transactions due to differences between financial reporting
         and tax accounting for realized gain on investments. This change had no
         effect on net assets or net asset value per share.

         USE  OF  ESTIMATES  -  The  preparation  of  financial   statements  in
         conformity  with  generally  accepted  accounting  principles  requires
         management to make estimates and  assumptions  that affect the reported
         amounts  of  assets  and  liabilities  at the  date  of  the  financial
         statements and the reported  amounts of revenue and expenses during the
         reporting period. Actual results could differ from those estimates.

3.       TRANSACTIONS WITH AFFILIATES

         The Fund has a  management  contract  with David L.  Babson & Co.  Inc.
         ("DLB") to provide investment advisory and administrative  services and
         general  office  facilities.  The  management fee is computed daily and
         paid monthly at an effective  annual rate of .55% of average  daily net
         assets.

         For the year ended  December 31, 1996,  the  management fee amounted to
         $83,908, of which $30,836 was waived by DLB.  Additionally,  $76,430 of
         Fund expenses were borne by DLB.

         The Fund pays no  compensation  directly to those of its  Trustees  who
         also are officers of the investment  manager, or to the officers of the
         Fund, all of whom receive  remuneration  for their services to the Fund
         from DLB.

4.       PORTFOLIO SECURITIES

         Purchase and sales of investments,  other than short-term  obligations,
         aggregated $8,227,742 and $3,366,512, respectively.

         The cost and unrealized  appreciation  or  depreciation in value of the
         investments  owned by the Fund,  as  computed  on a federal  income tax
         basis, are as follows:

          Aggregate cost                                     $16,158,954
                                                           =============

          Gross unrealized appreciation                     $  3,442,229
          Gross unrealized depreciation                         (476,752)
                                                           -------------

          Net unrealized appreciation                       $  2,965,477
                                                           =============







                                       10






5.       SHARES OF BENEFICIAL INTEREST

         The  Trust's  Declaration  of Trust  permits  the  Trustees to issue an
         unlimited number of full and fractional  shares of beneficial  interest
         (without par value). Transactions in Fund shares were as follows:
<TABLE>
<CAPTION>

                                                                    Year Ended         Period Ended
                                                                   December 31,        December 31,
                                                                       1996                1995
                                                                 ------------------ -------------------

<S>                                                                 <C>                <C>      
          Shares sold                                                    462,564            1,000,000
          Shares issued to shareholders in reinvestment
            of distributions                                              68,793               22,590
          Redemptions                                                   (18,965)               --
                                                                       ---------          -----------

            Net increase                                                 512,392            1,022,590
                                                                       =========          ===========
</TABLE>
                                       11






DELOITTE &
 TOUCHE LLP
- -----------
    [LOGO]                                    ----------------------------------
                                              DLB GLOBAL BOND
                                              FUND

                                              Financial Statements for the
                                              Period From August 26, 1996
                                              (Commencement of Operations) to
                                              December 31, 1996




- ---------------
DELOITTE TOUCHE
TOHMATSU
INTERNATIONAL
- ---------------





DLB GLOBAL BOND FUND

TABLE OF CONTENTS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

<S>                                                                                           <C>
INDEPENDENT AUDITORS' REPORT                                                                       1

FINANCIAL  STATEMENTS  FOR THE PERIOD  FROM  AUGUST 26,  1996  (COMMENCEMENT  OF
OPERATIONS) TO DECEMBER 31, 1996:

      Portfolio of Investments                                                                    2-3

      Statement of Assets and Liabilities                                                          4

      Statement of Operations                                                                      5

      Statement of Changes in Net Assets                                                           6

      Financial Highlights                                                                         7

      Notes to Financial Statements                                                               8-13

</TABLE>






















DELOITTE &
 TOUCHE LLP
- ------------
     [LOGO]

                     -----------------------------------------------------------
                     125 Summer Street                  Telephone: (617)261-8000
                     Boston, Massachusetts 02110-1617   Facsimile: (617)261-8111



INDEPENDENT AUDITORS' REPORT

To the Trustees of the DLB Fund Group and Shareholders of DLB Global Bond Fund:

We have audited the accompanying statement of assets and liabilities,  including
the portfolio of investments,  of DLB Global Bond Fund (a separate series of The
DLB  Fund  Group)  as of  December  31,  1996,  and the  related  statements  of
operations  and  changes in net assets,  and the  financial  highlights  for the
period from August 26, 1996  (commencement  of operations) to December 31, 1996.
These financial  statements and financial  highlights are the  responsibility of
the  Fund's  management.  Our  responsibility  is to express an opinion on these
financial statements and financial highlights based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance  about whether the financial  statements and financial  highlights are
free of material  misstatement.  An audit includes  examining,  on a test basis,
evidence supporting the amounts and disclosures in the financial statements. Our
procedures  include  confirmation  of  securities  owned at December 31, 1996 by
correspondence  with  the  custodian.  An  audit  also  includes  assessing  the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation.  We believe that our
audit provides a reasonable basis for our opinion.

In our opinion,  such  financial  statements  and financial  highlights  present
fairly, in all material respects, the financial position of DLB Global Bond Fund
at December  31,  1996,  the results of its  operations,  the changes in its net
assets,  and its  financial  highlights  for the period  from  August  26,  1996
(commencement  of operations) to December 31, 1996 in conformity  with generally
accepted accounting principles .


Deloitte & Touche LLP
February 5, 1997




- -----------------
DELOITTE TOUCHE
TOHMATSU
INTERNATIONAL
- -----------------





<TABLE>
<CAPTION>


DLB GLOBAL BOND FUND

PORTFOLIO OF INVESTMENTS
DECEMBER 31, 1996
- -----------------------------------------------------------------------------------------------------------------------

BONDS - 98.5%

      MOODY'S
       RATING                                                                         PRINCIPAL
    (UNAUDITED)                  ISSUER                                                 AMOUNT               VALUE

                 US GOVERNMENT - 50.4%
<S>                <C>                                                       <C>                      <C>         
         AAA           US Treasury Note, 6.00%, 1998 (1)                         $       3,400,000        $  3,404,250
         AAA           US Treasury Note, 6.375%, 2001                                    5,000,000           5,028,125
         AAA           US Treasury Note, 6.50%, 2006                                     4,000,000           4,022,500
         NR            US Treasury Bill, 1997                                              250,000             247,412
         NR            US Treasury Bill, 1997                                              300,000             296,549
                                                                                                          -------------

                                                                                                            12,998,836
                                                                                                          -------------


                 FOREIGN GOVERNMENT - 48.1%
         AAA           Tennessee Valley Authority, 6.375%, 2006           DEM            5,000,000           3,323,596
         NR            Kingdom of Sweden, 6.00%, 2005                     SEK            5,000,000             707,128
         NR            Italian Republic BTPS, 9.50%, 2001                 ITL        1,000,000,000             727,256
         NR            Canada, 7.00%, 2006                                CAD            1,000,000             760,758
         NR            United Kingdom Gilts, 7.00%, 2001                  GBP            1,000,000           1,694,350
         NR            French Republic OAT, 6.50%, 2006                   FRF            5,000,000           1,009,824
         NR            Kingdom of Spain, 8.40%, 2001                      ESP          100,000,000             841,477
         NR            New Zealand, 8.00%, 2001                           NZD            1,000,000             728,738
         NR            French Republic BTAN, 5.75%, 2001                  FRF           13,000,000           2,631,802
                                                                                                          -------------

                                                                                                            12,424,929
                                                                                                          -------------

                      Total bonds (identified cost $25,173,492)                                             25,423,765
                                                                                                          -------------
</TABLE>








                                        2




<TABLE>
<CAPTION>
CALL OPTION ON FINANCIAL FUTURES CONTRACTS - 0.0%

                 DESCRIPTION                                                         CONTRACTS
<S>                                                                                    <C>              <C>
                     Call option on financial futures contracts for
                      31,250 Deutsche Marks, expiration 1/03/97,
                      strike price $68, (identified cost, $10,439)                      25                       $156
                                                                                                          -------------


                     Total Investments (identified cost $25,183,931)                                        25,423,921

                     Other assets, less other liabilities - 1.5%                                               381,345
                                                                                                          -------------


                     NET ASSETS - 100%                                                                     $25,805,266
                                                                                                          =============
</TABLE>

                  (1) Security is held as collateral on open futures contracts.
                  NR - Not rated

                  Abbreviations  have been  used  throughout  this  report to
                  indicate  amounts shown in  currencies  other than the U.S.
                  dollar. A list of abbreviations is shown below.


                  CAD - Canadian Dollars       GBP - British Pounds
                  DEM - Deutsche Marks         ITL - Italian Lire
                  ESP  - Spanish Pesetas       NZD - New Zealand
                                                     Dollars
                  FRF  - French Francs         SEK - Swedish Kronor


                  See notes to financial statements.




                                        3








DLB GLOBAL BOND FUND

STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

<S>                                                                                      <C>   
ASSETS:
      Investments, at value (identified cost, $25,183,931)                                    $25,423,921
      Cash                                                                                         34,667
      Interest receivable                                                                         513,252
                                                                                             ------------

                Total assets                                                                   25,971,840
                                                                                             ------------

LIABILITIES:
      Payable for daily variation margin on open futures contracts                                  2,409
      Net payable for forward foreign currency exchange contracts purchased                         2,933
      Net payable for forward foreign currency exchange contracts sold                            121,328
      Management fees payable                                                                      23,662
      Accrued expenses                                                                             16,242
                                                                                             ------------

                Total liabilities                                                                 166,574
                                                                                             ------------

NET ASSETS                                                                                    $25,805,266
                                                                                             ============

NET ASSETS CONSIST OF:
      Paid-in capital                                                                         $25,828,760
      Unrealized appreciation on investments and translation of assets and
         liabilities in foreign currencies                                                        100,937
      Accumulated distributions in excess of net investment income                                (57,466)
      Accumulated distributions in excess of net realized gain on investment and
        foreign currency transactions
                                                                                                  (66,965)
                                                                                             ------------

                Total                                                                         $25,805,266
                                                                                             ============

SHARES OF BENEFICIAL INTEREST OUTSTANDING                                                       2,582,959
                                                                                             ============

NET ASSET VALUE, OFFERING PRICE, AND REDEMPTION PRICE PER
  SHARE (NET ASSETS ( SHARES OF BENEFICIAL INTEREST
  OUTSTANDING)                                                                                $      9.99
                                                                                             ============


See notes to financial statements.

</TABLE>




                                        4







DLB GLOBAL BOND FUND

STATEMENT OF OPERATIONS

PERIOD FROM AUGUST 26, 1996 (COMMENCEMENT OF OPERATIONS)
TO DECEMBER 31, 1996
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>

<S>                                                                                          <C>

INTEREST INCOME                                                                                  $542,269
                                                                                                --------

EXPENSES:
      Management fee                                                                               66,182
      Custodian fee                                                                                21,977
      Accounting and audit fees                                                                    21,550
      Legal fees                                                                                    5,900
      Registration costs                                                                               82
      Trustees' fees                                                                                1,750
                                                                                                ---------

                Total expenses                                                                    117,441

      Reduction of expenses by investment manager                                                 (47,031)
                                                                                                ---------

                Net expenses                                                                       70,410
                                                                                                ---------

                Net investment income                                                             471,859
                                                                                                ---------

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
  Realized gain (loss) (identified cost basis):
      Investment transactions                                                                      98,131
      Foreign currency transactions and forward foreign currency exchange
        contracts and other transactions denominated in foreign currency                          281,542
      Futures contracts                                                                          (147,213)
                                                                                                ---------

                Net realized gain                                                                 232,460
                                                                                                ---------

  Change in unrealized appreciation (depreciation):
      Investments                                                                                 239,990
      Foreign currency and forward foreign currency exchange contracts and other
        transactions denominated in foreign currency                                            (128,513)
      Futures contracts                                                                          (10,540)
                                                                                                ---------

                Net unrealized gain on investments and foreign currency                           100,937
                                                                                                ---------

                Net realized and unrealized gain on investments and foreign
                  currency                                                                        333,397
                                                                                                ---------

                Increase in net assets from operations                                           $805,256
                                                                                                =========
</TABLE>

See notes to financial statements.






                                        5






DLB GLOBAL BOND FUND

STATEMENT OF CHANGES IN NET ASSETS

PERIOD FROM AUGUST 26, 1996 (COMMENCEMENT OF OPERATIONS)
TO DECEMBER 31, 1996
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>

<S>                                                                                      <C>
INCREASE IN NET ASSETS:
  From operations:
     Net investment income                                                                 $     471,859
     Net realized gain on investments                                                            232,460
     Net unrealized appreciation on investments                                                  100,937
                                                                                            -------------

               Increase in net assets from operations                                            805,256
                                                                                            -------------

  Distributions declared to shareholders:
     From net investment income                                                                 (471,859)
     In excess of net investment income                                                         (280,141)
     From net realized gain on investments                                                       (76,750)
                                                                                            -------------

               Total distributions declared to shareholders                                     (828,750)
                                                                                            -------------

  Fund share (principal) transactions:
     Net proceeds from sale of shares                                                         25,000,000
     Net asset value of shares issued to shareholders in
       reinvestment of distributions                                                             828,750
                                                                                            -------------

               Increase in net assets from Fund share transactions                            25,828,750
                                                                                            -------------

               Total increase in net assets                                                   25,805,256

NET ASSETS:
  At beginning of period                                                                              10
                                                                                            -------------

  At end of period (including accumulated distributions in excess of
     net investment income of  $57,466)                                                      $25,805,266
                                                                                            =============

</TABLE>

See notes to financial statements.



                                        6







DLB GLOBAL BOND FUND

FINANCIAL HIGHLIGHTS

PERIOD FROM AUGUST 26, 1996 (COMMENCEMENT OF OPERATIONS)
TO DECEMBER 31, 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

<S>                                                                                             <C>
Per share data (for a share outstanding throughout the period):
  Net asset value - beginning of period                                                            $10.00
                                                                                                   -------

  Income from investment operations:
     Net investment income                                                                            .19
     Net realized and unrealized gain on investments                                                  .13
                                                                                                   -------

               Total income from investment operations                                                .32
                                                                                                   -------

  Less distributions declared to shareholders:
     From net investment income                                                                      (.19)
     In excess of net investment income                                                              (.11)
     From net realized gain on investments                                                           (.03)
                                                                                                   -------

               Total distributions declared to shareholders                                          (.33)
                                                                                                   -------

  Net asset value - end of period                                                                 $  9.99
                                                                                                   =======

  Total Return                                                                                      3.21% *

  Ratios and Supplemental Data:
     Ratio of expenses to average net assets                                                         .80% *
     Ratio of net investment income to average net assets                                           5.35% *
     Portfolio turnover                                                                              232%
     Net assets at end of period (000 omitted)                                                    $25,805

The  manager  has  agreed  with the Fund to reduce its  management  fee and bear
certain expenses, such that expenses do not exceed .80% average daily net assets
on an annualized  basis.  If the fee and expenses  borne by the manager had been
charged to the Fund, the investment income per share and ratios would have been:

     Net investment income
                                                                                                  $.17

     Ratios (to average net assets):
       Expenses                                                                                     1.33% *
       Net investment income                                                                        4.81% *

</TABLE>

*   Annualized.

See notes to financial statements.






                                        7







DLB GLOBAL BOND FUND

NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

1.       BUSINESS AND ORGANIZATION

         DLB Global Bond Fund (the  "Fund") is a  non-diversified  series of The
         DLB  Fund  Group  (the   "Trust"  ).  The  Trust  is   organized  as  a
         Massachusetts  business  trust and is registered  under the  Investment
         Company Act of 1940, as amended, as an open-end  management  investment
         company.

2.       SIGNIFICANT ACCOUNTING POLICIES

         INVESTMENT  VALUATION - Debt  securities,  including  listed issues and
         forward contracts,  are valued on the basis of valuations  furnished by
         dealers or by a pricing service with  consideration  to factors such as
         institutional-size  trading in  similar  groups of  securities,  yield,
         quality,  coupon rate, maturity, type of issue, trading characteristics
         and other market data,  without  exclusive  reliance  upon  exchange or
         over-the-counter  prices.  Futures  contracts,  options  and options on
         futures contracts listed on commodities exchanges are valued at closing
         settlement  prices.  Over-the-counter  options  are  valued by  brokers
         through the use of a pricing  model which  takes into  account  closing
         bond valuations,  implied  volatility and short-term  repurchase rates.
         Securities  for which there are no such  quotations or  valuations  are
         valued at fair value as determined in good faith by or at the direction
         of the Trustees.

         REPURCHASE  AGREEMENTS - The Fund may enter into repurchase  agreements
         with institutions that the Fund's investment advisor has determined are
         creditworthy.  Each repurchase  agreement is recorded at cost. The Fund
         requires that the securities  purchased in a repurchase  transaction be
         transferred to the custodian in a manner  sufficient to enable the Fund
         to  obtain  those  securities  in the  event  of a  default  under  the
         repurchase agreement. The Fund monitors, on a daily basis, the value of
         the securities  transferred to ensure that the value, including accrued
         interest,  of the securities under each repurchase agreement is greater
         than amounts owed to the Fund under each such repurchase agreement.

         FOREIGN CURRENCY TRANSLATION - Investment valuations, other assets, and
         liabilities  initially  expressed in foreign  currencies  are converted
         each business day into U.S.  dollars based upon current exchange rates.
         Purchases  and sales of foreign  investments,  income and  expenses are
         converted  into  U.S.  dollars  based  upon  currency   exchange  rates
         prevailing  on the  respective  dates of such  transactions.  Gains and
         losses  attributable  to foreign  currency  exchange  rates on sales of
         securities  are  recorded  for  financial  statement  purposes  as  net
         realized gains and losses on investments. Gains and losses attributable
         to foreign  exchange rate movements on income and expenses are recorded
         for financial statement purposes as foreign currency  transaction gains
         and losses.  That  portion of both  realized and  unrealized  gains and
         losses  on  investments  that  results  from  fluctuations  in  foreign
         currency exchange rates is not separately disclosed.






                                        8







         PURCHASED  OPTIONS - The Fund may enter into  options  with  respect to
         securities and currencies.  Upon the purchase of an option by the Fund,
         the premium  paid is recorded as an  investment,  the value of which is
         marked-to-market  daily. When a purchased option expires, the Fund will
         realize a loss in the amount of the cost of the  option.  When the Fund
         enters into a closing sale transaction, the Fund will realize a gain or
         loss  depending  on whether the sales  proceeds  from the closing  sale
         transaction  are greater or less than the cost of the option.  When the
         Fund  exercises  an  option,  settlement  is made  in  cash.  The  risk
         associated with purchasing options is limited to the premium originally
         paid.

         FUTURES  CONTRACTS - The Fund may enter into futures  contracts for the
         delayed delivery of securities or currency. In entering such contracts,
         the Fund is required to deposit  either in cash or securities an amount
         equal  to a  certain  percentage  of the  contract  amount.  Subsequent
         payments  are made or  received by the Fund each day  depending  on the
         fluctuations in the value of the underlying security,  and are recorded
         for financial  statement  purposes as unrealized gains or losses by the
         Fund. The Fund's  investment in futures  contracts is designed to hedge
         against  anticipated  future  changes in interest  or  exchange  rates.
         Investments in futures may also be made in order to reduce fluctuations
         in net  asset  value by  hedging  against  a  decline  in the  value of
         securities or currencies  owned by the Fund or an increase in the value
         of  securities or  currencies  which the Fund expects to purchase.  The
         Fund  may  also  use  such  techniques,  to  the  extent  permitted  by
         applicable  law,  as a  substitute  for  direct  investment  in foreign
         securities.  Should interest or exchange rates move  unexpectedly,  the
         Fund may not achieve the anticipated  benefits of the futures contracts
         and may realize a loss.

         FORWARD FOREIGN CURRENCY  EXCHANGE  CONTRACTS - The Fund may enter into
         forward foreign currency exchange contracts for the purchase or sale of
         a specific  foreign  currency at a fixed price on a future date.  Risks
         may arise upon entering these contracts from the potential inability of
         counterparties   to  meet  the  terms  of  their   contracts  and  from
         unanticipated  movements in the value of a foreign currency relative to
         the U.S. dollar. The Fund will enter into forward contracts for hedging
         purposes.  The Fund may enter  into  contracts  to  deliver  or receive
         foreign  currency  it will  receive  from  or  require  for its  normal
         investment  activities.  It may also use contracts in a manner intended
         to protect  foreign  currency-denominated  securities  from declines in
         value due to unfavorable  exchange rate movements.  The forward foreign
         currency exchange  contracts are adjusted by the daily exchange rate of
         the  underlying  currency,  and any gains or losses  are  recorded  for
         financial   statement   purposes  as  unrealized   until  the  contract
         settlement date.

         INVESTMENT  TRANSACTIONS  AND  INCOME  -  Investment  transactions  are
         recorded on the trade date.  Interest income is recorded on the accrual
         basis.  All  premium and  original  issue  discount  are  amortized  or
         accreted for financial statement and tax reporting purposes as required
         by federal income tax regulations.





                                        9






         TAXES AND  DISTRIBUTIONS  - The  Fund's  policy  is to comply  with the
         provisions  of  the  Internal  Revenue  Code  ("Code")   applicable  to
         regulated investment companies and to distribute to shareholders all of
         its taxable  income,  including any net realized  gain on  investments.
         Accordingly,   no  provision  for  federal  income  or  excise  tax  is
         necessary.  The Fund files a tax return  annually  using tax accounting
         methods  required  under  provisions  of the Code which may differ from
         generally  accepted  accounting  principles,  the basis on which  these
         financial  statements  are  prepared.  Accordingly,  the  amount of net
         investment  income and net realized  gain  reported on these  financial
         statements may differ from that reported on the Fund's tax return,  and
         consequently,  the character of distributions to shareholders  reported
         in  the  financial   highlights   may  differ  from  that  reported  to
         shareholders on Form 1099-DIV.  Foreign taxes have been provided for on
         interest  and  dividend   income  earned  on  foreign   investments  in
         accordance  with the  applicable  country's  tax rate and to the extent
         unrecoverable  are  recorded as a reduction of net  investment  income.
         Distributions to shareholders are recorded on the ex-dividend date.

         The Fund  distinguishes  between  distributions  for tax  purposes  and
         financial reporting purposes. Only distributions in excess of tax-basis
         earnings and profits are  reported as a return of capital.  Differences
         between income for financial  reporting purposes and tax-basis earnings
         and profits that result in temporary  over-distributions  for financial
         statement  purposes,  are classified as  distributions in excess of net
         investment  income or  accumulated  undistributed  net realized  gains.
         During the period ended  December 31, 1996,  $222,675 was  reclassified
         from accumulated  distributions  in excess of net investment  income to
         accumulated  net  realized  gain on  investment  and  foreign  currency
         transactions  due to differences  between  financial  reporting and tax
         accounting  for  realized  gain  on  investment  and  foreign  currency
         transactions.  This  change  had no effect  on net  assets or net asset
         value per share.

         USE  OF  ESTIMATES  -  The  preparation  of  financial   statements  in
         conformity  with  generally  accepted  accounting  principles  requires
         management to make estimates and  assumptions  that affect the reported
         amounts  of  assets  and  liabilities  at the  date  of  the  financial
         statements and the reported  amounts of revenue and expenses during the
         reporting period. Actual results could differ from those estimates.

3.       TRANSACTIONS WITH AFFILIATES

         The Fund has a  management  contract  with David L.  Babson & Co.  Inc.
         ("DLB") to provide investment advisory and administrative  services and
         general  office  facilities.  The  management fee is computed daily and
         paid monthly at an effective  annual rate of .75% of average  daily net
         assets.

         DLB has entered  into a  sub-advisory  agreement  with  Potomac  Babson
         Incorporated   ("PBI")   with   respect  to  the   management   of  the
         international component of the Fund's portfolio. Under the sub-advisory
         agreement,  DLB pays PBI a monthly  fee at the  annual  rate of .65% of
         average daily net assets. PBI is a 60% owned subsidiary of DLB.

         For the period ended  December 31, 1996, the management fee amounted to
         $66,182, of which $17,775 was waived by DLB.  Additionally,  $29,256 of
         Fund expenses were borne by DLB.



                                       10





         The Fund pays no  compensation  directly to those of its  Trustees  who
         also are officers of the investment  manager, or to the officers of the
         Fund, all of whom receive  remuneration  for their services to the Fund
         from DLB.


4.       PORTFOLIO SECURITIES

         Purchases and sales of investments,  other than short-term obligations,
         were as follows:
<TABLE>
<CAPTION>

                                                                     Purchases         Sales
                                                                   --------------   -------------

<S>                                                              <C>              <C>        
          U.S. Government securities                                 $70,078,126     $ 57,135,733
                                                                   ==============   =============

          Investments (non-U.S. government securities)               $15,599,207     $  4,065,607
                                                                   ==============   =============
</TABLE>

         The cost and unrealized  appreciation  or  depreciation in value of the
         investments  owned by the Fund,  as  computed  on a federal  income tax
         basis, are as follows:

          Aggregate cost                                        $25,183,931
                                                              =============

          Gross unrealized appreciation                       $     385,563
          Gross unrealized depreciation                            (145,573)
                                                              -------------

          Net unrealized appreciation                         $     239,990
                                                              =============


5.       SHARES OF BENEFICIAL INTEREST

         The  Trust's  Declaration  of Trust  permits  the  Trustees to issue an
         unlimited number of full and fractional  shares of beneficial  interest
         (without par value). Transactions in Fund shares during the period were
         as follows:

          Shares sold                                              2,500,000
          Shares issued to shareholders in reinvestment
           of distributions                                           82,958
                                                                  ----------

           Net increase                                            2,582,958
                                                                  ==========





                                       11







6.       FINANCIAL INSTRUMENTS

         The Fund trades financial  instruments  with off-balance  sheet risk in
         the  normal  course  of its  investing  activities  in order to  manage
         exposure to market  risks such as interest  rates and foreign  currency
         exchange  rates.  These financial  instruments  include forward foreign
         currency  exchange  contracts  and futures  contracts.  The notional or
         contractual  amounts of these instruments  represent the investment the
         Fund has in particular  classes of financial  instruments  and does not
         necessarily  represent  the amounts  potentially  subject to risk.  The
         measurement of risks  associated  with these  instruments is meaningful
         only when all related and offsetting  transactions  are  considered.  A
         summary of obligations  under these  financial  instruments at December
         31, 1996 is as follows:

         Forward Foreign Currency Exchange Contracts

<TABLE>
<CAPTION>
                                                                                                        Net
                          Settlement          Contracts to    In Exchange        Contracts       Unrealized
                                Date        Deliver/Receive           For         at Value    Appreciation/
                                                                                             (Depreciation)
          --------------------------------------------------------------------------------------------------

<S>                 <C>             <C>     <C>              <C>             <C>               <C>     
          Sales              1/02/97  CAD        2,219,000   $  1,573,649     $  1,554,714      $   18,935
                     1/02/97-2/03/97  DEM        5,267,275      3,393,863        3,420,804         (26,941)
                     1/02/97-1/07/97  ESP      111,865,365        855,510          860,527          (5,017)
                     1/02/97-1/13/97  FRF       19,588,253      3,726,280        3,774,743         (48,463)
                                      GBP          999,383      1,661,974        1,710,101         (48,127)
                             1/07/97
                                      ITL    1,122,000,000                         738,346         ( 3,933)
                             1/23/97                              734,413
                     1/02/97-1/07/97  NZD        1,067,578                         752,671          (5,366)
                                                                  747,305
                                      SEK        5,113,000                         747,751          (2,416)
                             1/16/97                              745,335
                                                              ------------     ------------      ---------

                                                              $13,438,329      $13,559,657       $(121,328)
                                                              ============     ============      =========

          Purchases          1/02/97  CAD        1,073,000    $   785,678      $   782,745       $  (2,933)
                                                              ============     ============      =========


         At December 31, 1996, the Fund had sufficient cash and/or securities to cover any commitments
         under these contracts.
</TABLE>

         Futures Contracts
<TABLE>
<CAPTION>

                                                                                               Unrealized
                                                                                            Appreciation/
           Expiration    Contracts                            Position                      (Depreciation)
           ------------- ------------------------------------ ---------------- ------------ --------------

<S>                  <C>                                     <C>                             <C>
           March 1997    3 Italian Republic BTP               Short                            $  (3,911)
           March 1997    6 Federal Republic of Germany Bonds  Long                                 4,579
           March 1997    7 Kingdom of Spain Bonds             Short                              (10,245)
           March 1997    5 U.S. Treasury Notes                Short                                 (963)
                                                                                                 -------

                                                                                                $(10,540)
                                                                                                 =======
</TABLE>


         At December 31, 1996, the Fund had sufficient cash and/or securities to
         cover margin requirements on open futures contracts.




                                       12








7.       RISKS ASSOCIATED WITH FOREIGN INVESTMENTS


         Investing in securities  issued by companies whose  principal  business
         activities are outside the United States may involve  significant risks
         not present in domestic  investments.  For example,  there is generally
         less  publicly   available   information   about   foreign   companies,
         particularly those not subject to disclosure and reporting requirements
         of the U.S. securities laws. Foreign issuers are generally not bound by
         uniform accounting,  auditing, and financial reporting requirements and
         standards  of  practice  comparable  to those  applicable  to  domestic
         issuers.  Investments  in foreign  securities  also involve the risk of
         possible adverse changes in investment or exchange control regulations,
         expropriation  or confiscatory  taxation,  limitation on the removal of
         funds or other assets of the Fund,  political or financial  instability
         or  diplomatic   and  other   developments   which  could  affect  such
         investments.  Foreign  stock  markets,  while  growing  in  volume  and
         sophistication,  are  generally not as developed as those in the United
         States,  and  securities of some foreign  issuers  (particularly  those
         located in developing  countries)  may be less liquid and more volatile
         than securities of comparable U.S. companies. In general, there is less
         overall  governmental  supervision and regulation of foreign securities
         markets, broker-dealers, and issuers than in the United States.


                                       13





DELOITTE &
 TOUCHE LLP
- -----------
    [LOGO]                                    ----------------------------------
                                              DLB QUANTITATIVE 
                                              EQUITY FUND

                                              Financial Statements for the
                                              Period from August 26, 1996
                                              (Commencement of Operations) to
                                              December 31, 1996









- ----------------
DELOITTE TOUCHE
TOHMATSU
INTERNATIONAL
- ----------------







DLB QUANTITATIVE EQUITY FUND

TABLE OF CONTENTS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

<S>                                                                                            <C>
INDEPENDENT AUDITORS' REPORT                                                                       1

FINANCIAL  STATEMENTS  FOR THE PERIOD  FROM  AUGUST 26,  1996  (COMMENCEMENT  OF
  OPERATIONS) TO DECEMBER 31, 1996:

      Portfolio of Investments                                                                    2-5

      Statement of Assets and Liabilities                                                          6

      Statement of Operations                                                                      7

      Statement of Changes in Net Assets                                                           8

      Financial Highlights                                                                         9

      Notes to Financial Statements                                                              10-12

</TABLE>










DELOITTE &
 TOUCHE LLP
- ------------
     [LOGO]

                     -----------------------------------------------------------
                     125 Summer Street                  Telephone: (617)261-8000
                     Boston, Massachusetts 02110-1617   Facsimile: (617)261-8111




INDEPENDENT AUDITORS' REPORT

To the Trustees of the DLB Fund Group and
 Shareholders of DLB Quantitative Equity Fund:

We have audited the accompanying statement of assets and liabilities,  including
the portfolio of investments, of DLB Quantitative Equity Fund (a separate series
of The DLB Fund Group) as of December 31, 1996,  and the related  statements  of
operations  and changes in net assets,  and the financial  highlights for period
from August 26, 1996  (commencement  of operations) to December 31, 1996.  These
financial  statements  and financial  highlights are the  responsibility  of the
Fund's  management.  Our  responsibility  is to  express  an  opinion  on  these
financial statements and financial highlights based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance  about whether the financial  statements and financial  highlights are
free of material  misstatement.  An audit includes  examining,  on a test basis,
evidence supporting the amounts and disclosures in the financial statements. Our
procedures  include  confirmation  of  securities  owned at December 31, 1996 by
correspondence  with  the  custodian.  An  audit  also  includes  assessing  the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation.  We believe that our
audit provides a reasonable basis for our opinion.

In our opinion,  such  financial  statements  and financial  highlights  present
fairly,  in all material  respects,  the financial  position of DLB Quantitative
Equity Fund at December 31, 1996, the results of its operations,  the changes in
its net assets, and its financial highlights for the period from August 26, 1996
(commencement  of operations) to December 31, 1996 in conformity  with generally
accepted accounting principles .


Deloitte & Touche LLP
February 5, 1997











- -----------------
DELOITTE TOUCHE
TOHMATSU
INTERNATIONAL
- -----------------





DLB QUANTITATIVE EQUITY FUND

PORTFOLIO OF INVESTMENTS
DECEMBER 31, 1996
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
COMMON STOCKS - 99.6 %

ISSUER                                                                     SHARES          VALUE

<S>                                                                       <C>          <C>          
CHEMICALS  - 0.2%
     Union Carbide Corp.                                                      800      $       32,700
                                                                                        -------------

SPECIALTY CHEMICALS - 2.1%
     UCAR International Inc.*                                               7,800             293,475
                                                                                        -------------

PAPER & FOREST PRODUCTS - 0.9%
     Fort Howard Corp.*                                                     4,500             124,594
                                                                                        -------------

AEROSPACE - 0.4%
     McDonnell Douglas Corp.                                                  800              51,200
                                                                                        -------------

CONSTRUCTION - 0.8%
     Fluor Corporation                                                      1,700             106,675
                                                                                        -------------

ELECTRICAL EQUIPMENT - 4.0%
     General Electric Co.                                                   3,700             365,838
     WW Grainger Inc.                                                       2,200             176,550
                                                                                        -------------

                                                                                              542,388
                                                                                        -------------

MACHINERY & EQUIPMENT - 4.9%
     Case Corporation                                                       6,500             354,250
     Caterpillar Tractor Inc.                                               4,400             331,100
                                                                                        -------------

                                                                                              685,350
                                                                                        -------------

APPAREL - TEXTILE - 12.8%
     Fruit of the Loom Inc.*                                                9,300             352,234
     Jones Apparel Group*                                                  10,400             388,700
     Liz Claiborne Inc.                                                     8,000             309,000
     Nike Inc.                                                              6,200             370,450
     VF Corporation                                                         5,300             357,750
                                                                                        -------------

                                                                                            1,778,134
                                                                                        -------------

</TABLE>

                                        2




<TABLE>
<CAPTION>

COMMON STOCKS (CONTINUED)

ISSUER                                                                     SHARES          VALUE

AUTO & TRUCK MANUFACTURERS - 2.4%
<S>                                                                       <C>             <C>          
     Chrysler Corporation                                                   3,100       $     102,300
     Ford Motor Co.                                                         7,400             235,875
                                                                                        -------------

                                                                                              338,175
                                                                                        -------------

RESTAURANT & LODGING - 2.3%
     Mariott International Incorporated                                     5,800             320,450
                                                                                        -------------

RECREATION - 0.9%
     King World Productions Inc.*                                           2,300              84,813
     Mirage Resorts Incorporated*                                           2,100              45,413
                                                                                        -------------

                                                                                              130,226
                                                                                        -------------

PRINTING & PUBLISHING - 2.3%
     Lee Enterprises Inc.                                                   5,000             116,250
     Washington Post Co.                                                      600             201,075
                                                                                        -------------

                                                                                              317,325
                                                                                        -------------

RETAIL - DISCOUNT - 0.9%
     TJX Companies Incorporated                                             1,200              56,850
     Wal-Mart Stores Incorporated                                           2,800              64,050
                                                                                        -------------

                                                                                              120,900
                                                                                        -------------

RETAIL - GENERAL - 3.8%
     Federated Department Stores*                                           4,700             160,388
     Sears, Roebuck & Co.                                                   8,000             369,000
                                                                                        -------------

                                                                                              529,388
                                                                                        -------------

BEVERAGES - 0.6%
     Coca Cola Co.                                                          1,700              89,463
                                                                                        -------------

FOOD PRODUCERS - 5.2%
     Conagra Incorporated*                                                  4,200             208,950
     Hershey Foods Corp.                                                    4,600             201,250
     Boston Chicken Incorporated*                                           4,900             175,788
     Kroger Co.*                                                            3,000             139,500
                                                                                        -------------
</TABLE>


                                        3




<TABLE>
<CAPTION>
COMMON STOCKS (CONTINUED)

ISSUER                                                                     SHARES          VALUE

COSMETIC & TOILETRY - 0.5%
<S>                                                                       <C>             <C>          
     Avon Products Inc.                                                     1,300      $       74,263
                                                                                        -------------

DRUGS - 10.3%
     Bristol-Meyers Squibb                                                  4,200             456,750
     Eckerd Corporation*                                                    3,849             123,168
     Merck & Co., Inc.                                                      6,000             475,500
     Schering Plough Corp.                                                  5,900             382,025
                                                                                        -------------

                                                                                            1,437,443
                                                                                        -------------

MEDICAL SUPPLIES & SERVICES - 9.6%
     Abbott Laboratories                                                    5,900             299,425
     Becton Dickinson                                                       1,800              78,075
     Guidant Corporation                                                    4,900             279,300
     Johnson & Johnson                                                      4,900             243,775
     Oxford Health Plans, Inc.*                                             3,700             216,681
     Tenet Healthcare Corporation*                                          9,900             216,563
                                                                                        -------------

                                                                                            1,333,819
                                                                                        -------------

OIL - DOMESTIC - 0.4%
     Atlantic Richfield Co.                                                   400              53,000
                                                                                        -------------

OIL - INTERNATIONAL - 1.6%
     Exxon Corporation                                                      1,600             156,800
     Baker Hughes Incorporated                                              2,000              69,000
                                                                                        -------------

                                                                                              225,800
                                                                                        -------------

BANKS - 4.6%
     BankAmerica Corp.                                                        500              49,875
     First Chicago NBD                                                      6,700             360,125
     NationsBank Corporation                                                2,400             234,600
                                                                                        -------------

                                                                                              644,600
                                                                                        -------------

FINANCIAL SERVICES - 0.4%
     Merrill Lynch & Company                                                  700              57,050
                                                                                        -------------

</TABLE>




                                        4




<TABLE>
<CAPTION>

COMMON STOCKS (CONTINUED)
                                                                           SHARES          VALUE
ISSUER

<S>                                                                       <C>             <C>          
COMPUTER RELATED - 6.5%
     Compaq Computer *                                                      5,600       $     415,800
     Dell Computer Corporation*                                             7,000             371,875
     Hewlett Packard Co.                                                    2,200             110,550
                                                                                        -------------

                                                                                              898,225
                                                                                        -------------


COMPUTER SOFTWARE - 9.6%
     Cadence Design Systems Inc.*                                           3,300             131,175
     Computer Associates International Inc.                                 3,700             184,075
     Microsoft Corp.*                                                       7,800             644,475
     Seagate Technology Inc.*                                               9,400             371,300
                                                                                        -------------

                                                                                            1,331,025
                                                                                        -------------

ELECTRONICS & INSTRUMENTS - 2.2%
     Gateway 2000 Incorporated*                                               500              26,781
     Micron Electronics Inc.*                                              14,300             277,956
                                                                                        -------------

                                                                                              304,737
                                                                                        -------------

SEMICONDUCTORS - 5.0%
     Intel Corporation                                                      5,200             680,875
                                                                                        -------------

AIRLINES - 1.3%
     UAL Corporation*                                                       3,000             187,500
                                                                                        -------------

ELECTRICAL POWER - 1.6%
     Entergy  Corporation                                                   7,900             219,225
                                                                                        -------------

NATURAL GAS - 0.2%
     Columbia Gas System                                                      400              25,450
                                                                                        -------------

UTILITY - TELEPHONE - 1.3%
     Pacific Telesis Group                                                  4,900             180,075
                                                                                        -------------

     Total Common Stocks (identified cost, $12,045,961)                                    13,839,018

     Other assets, less liabilities - 0.4%                                                     58,279
                                                                                        -------------

     NET ASSETS - 100%                                                                    $13,897,297
                                                                                        =============
</TABLE>

     * Non-income producing security

     See notes to financial statements.

                                        5


















DLB QUANTITATIVE EQUITY FUND

STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

<S>                                                                                     <C>
ASSETS:
      Investments, at value (identified cost, $12,045,961)                                    $13,839,018
      Cash                                                                                         61,283
      Dividends receivable                                                                         17,617
                                                                                             ------------

                Total assets                                                                   13,917,918
                                                                                              -----------

LIABILITIES:
      Management fees payable                                                                      12,602
      Accrued expenses                                                                              8,019
                                                                                             ------------

                Total liabilities                                                                  20,621
                                                                                             ------------

NET ASSETS                                                                                    $13,897,297
                                                                                             ============

NET ASSETS CONSIST OF:
      Paid-in capital                                                                         $11,952,599
      Unrealized appreciation on investments                                                    1,793,057
      Accumulated undistributed net investment income                                               5,835
      Accumulated net realized gain on investment transactions                                    145,806
                                                                                             ------------

                Total                                                                         $13,897,297
                                                                                             ============

SHARES OF BENEFICIAL INTEREST OUTSTANDING                                                       1,192,076
                                                                                             ============

NET ASSET VALUE, OFFERING PRICE, AND REDEMPTION PRICE PER
  SHARE (NET ASSETS ( SHARES OF BENEFICIAL INTEREST
  OUTSTANDING)                                                                                $     11.66
                                                                                             ============

</TABLE>


See notes to financial statements.




                                        6








DLB QUANTITATIVE EQUITY FUND

STATEMENT OF OPERATIONS
PERIOD FROM AUGUST 26, 1996 (COMMENCEMENT OF OPERATIONS)
TO DECEMBER 31, 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

<S>                                                                                         <C>
NET INVESTMENT INCOME:
      Dividends                                                                              $     57,571
      Interest                                                                                      2,075
                                                                                               ----------

                Total investment income                                                            59,646
                                                                                               ----------

EXPENSES:
      Management fee                                                                               33,808
      Custodian fee                                                                                18,456
      Accounting and audit fees                                                                    22,000
      Legal fees                                                                                    5,900
      Registration costs                                                                               82
      Trustees' fees                                                                                1,750
                                                                                               ----------

                Total expenses                                                                     81,996

      Reduction of expenses by investment manager                                                 (41,556)
                                                                                               ----------

                Net expenses                                                                       40,440
                                                                                               ----------

                Net investment income                                                              19,206
                                                                                               ----------

REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
      Realized gain (identified cost basis)                                                       356,106

      Change in unrealized appreciation                                                         1,793,057
                                                                                               ----------

                Net realized and unrealized gain on investments                                 2,149,163
                                                                                               ----------

                Increase in net assets from operations                                         $2,168,369
                                                                                               ==========
</TABLE>





See notes to financial statements.

                                        7









DLB QUANTITATIVE EQUITY FUND

STATEMENT OF CHANGES IN NET ASSETS
PERIOD FROM AUGUST 26, 1996 (COMMENCEMENT OF OPERATIONS)
TO DECEMBER 31, 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>



<S>                                                                                     <C>
INCREASE (DECREASE) IN NET ASSETS:
  From operations:
     Net investment income                                                                 $       19,206
     Net realized gain on investments                                                             356,106
     Net unrealized appreciation on investments                                                 1,793,057
                                                                                             ------------

               Increase in net assets from operations                                           2,168,369
                                                                                             ------------

  Distributions declared to shareholders:
     From net investment income                                                                   (13,371)
     From net realized gain on investments                                                       (210,300)
                                                                                             ------------

               Total distributions declared to shareholders                                      (223,671)
                                                                                             ------------

  Fund share (principal) transactions:
     Net proceeds from sale of shares                                                          11,728,918
     Net asset value of shares issued to shareholders in
       reinvestment of distributions                                                              223,671
                                                                                             ------------

               Increase in net assets from Fund share transactions                             11,952,589
                                                                                             ------------

               Total increase in net assets                                                    13,897,287

NET ASSETS:
  At beginning of period                                                                               10
                                                                                             ------------

  At end of period (including accumulated undistributed net investment
    income of  $5,835)                                                                        $13,897,297
                                                                                             ============

</TABLE>





See notes to financial statements.




                                        8









DLB QUANTITATIVE EQUITY FUND

FINANCIAL HIGHLIGHTS
PERIOD FROM AUGUST 26, 1996 (COMMENCEMENT OF OPERATIONS)
TO DECEMBER 31, 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

<S>                                                                                          <C>
Per share data (for a share outstanding throughout the period):
  Net asset value - beginning of period                                                         $10.00
                                                                                               -------

  Income from investment operations:
     Net investment income                                                                         .01
     Net realized and unrealized gain on investments                                              1.84
                                                                                               -------

               Total income from investment operations                                            1.85
                                                                                               -------

  Less distributions declared to shareholders:
     From net investment income                                                                   (.01)
     From net realized gain on investments                                                        (.18)
                                                                                               -------

               Total distributions declared to shareholders                                       (.19)
                                                                                               -------

  Net asset value - end of period                                                               $11.66
                                                                                               =======

  Total Return                                                                                   18.51% *

  Ratios and Supplemental Data:
     Ratio of expenses to average net assets                                                       .90% *
     Ratio of net investment income to average net assets                                          .43% *
     Portfolio turnover
                                                                                                    10%
     Average commission rate paid (1)                                                           $.01925
     Net assets at end of period (000 omitted)                                                   $13,897

The  manager  has  agreed  with the Fund to reduce its  management  fee and bear
certain  expenses,  such that  expenses do not exceed .90% of average  daily net
assets on an annualized  basis. If the fee and expenses borne by the manager had
been  charged to the Fund,  the  investment  income  (loss) per share and ratios
would have been:

     Net investment loss
                                                                                                 $(.01)

     Ratios (to average net assets):
       Expenses                                                                                   1.82 % *
       Net investment loss                                                                       (0.50)% *


*    Annualized.
(1)  For years  beginning  on or after  September 1, 1995, a fund is required to
     disclose its average commission rate per share for security trades on which
     commissions  are  charged.  Average  commission  rate paid is  computed  by
     dividing the total dollar amount of commissions paid during the year by the
     total  number  of  shares  purchased  and  sold on which  commissions  were
     charged.

</TABLE>


See notes to financial statements.


                                        9









DLB QUANTITATIVE EQUITY FUND

NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------


1.       BUSINESS AND ORGANIZATION

         DLB Quantitative  Equity Fund (the "Fund") is a non-diversified  series
         of The DLB Fund  Group  (the  "Trust"  ). The Trust is  organized  as a
         Massachusetts  business  trust and is registered  under the  Investment
         Company Act of 1940, as amended, as an open-end  management  investment
         company.

2.       SIGNIFICANT ACCOUNTING POLICIES

         INVESTMENT VALUATION - Equity securities listed on securities exchanges
         or reported  through the NASDAQ  system are valued at last sale prices.
         Unlisted equity  securities or listed equity  securities for which last
         sale  prices are not  available  are valued at last  quoted bid prices.
         Securities  for which there are no such  quotations or  valuations  are
         valued at fair value as determined in good faith by or at the direction
         of the Trustees.

         INVESTMENT  TRANSACTIONS  AND  INCOME  -  Investment  transactions  are
         recorded  on  the  trade  date.  Dividend  income  is  recorded  on the
         ex-dividend date.  Dividend payments received in additional  securities
         are  recorded  in an  amount  equal  to the  value  of the  securities.
         Interest income is recorded on the accrual basis.

         TAXES AND  DISTRIBUTIONS  - The  Fund's  policy  is to comply  with the
         provisions  of  the  Internal  Revenue  Code  ("Code")   applicable  to
         regulated investment companies and to distribute to shareholders all of
         its taxable  income,  including any net realized  gain on  investments.
         Accordingly,   no  provision  for  federal  income  or  excise  tax  is
         necessary.  The Fund files a tax return  annually  using tax accounting
         methods  required  under  provisions  of the Code which may differ from
         generally  accepted  accounting  principles,  the basis on which  these
         financial  statements  are  prepared.  Accordingly,  the  amount of net
         investment  income and net realized  gain  reported on these  financial
         statements may differ from that reported on the Fund's tax return,  and
         consequently,  the character of distributions to shareholders  reported
         in  the  financial   highlights   may  differ  from  that  reported  to
         shareholders  on  Form  1099-DIV.  Distributions  to  shareholders  are
         recorded on the ex-dividend date.





                                       10








         The Fund  distinguishes  between  distributions  for tax  purposes  and
         financial reporting purposes. Only distributions in excess of tax-basis
         earnings and profits are  reported as a return of capital.  Differences
         between income for financial  reporting purposes and tax-basis earnings
         and profits that result in temporary  over-distributions  for financial
         statement  purposes,  are classified as  distributions in excess of net
         investment  income or  accumulated  undistributed  net realized  gains.
         During   the   period   ended   December   31,   1996   there  were  no
         reclassifications required.

         USE  OF  ESTIMATES  -  The  preparation  of  financial   statements  in
         conformity  with  generally  accepted  accounting  principles  requires
         management to make estimates and  assumptions  that affect the reported
         amounts  of  assets  and  liabilities  at the  date  of  the  financial
         statements and the reported  amounts of revenue and expenses during the
         reporting period. Actual results could differ from those estimates.

3.       TRANSACTIONS WITH AFFILIATES

         The Fund has a  management  contract  with David L.  Babson & Co.  Inc.
         ("DLB") to provide investment advisory and administrative  services and
         general  office  facilities.  The  management fee is computed daily and
         paid monthly at an effective  annual rate of .75% of average  daily net
         assets.

         For the period ended  December 31, 1996, the management fee amounted to
         $33,808,  of which $9,094 was waived by DLB.  Additionally,  $32,462 of
         Fund expenses were borne by DLB.

         The Fund pays no  compensation  directly to those of its  Trustees  who
         also are officers of the investment  manager, or to the officers of the
         Fund, all of whom receive  remuneration  for their services to the Fund
         from DLB.

4.       PORTFOLIO SECURITIES

         Purchases and sales of investments,  other than short-term obligations,
         aggregated $13,339,565 and $1,649,710, respectively.

         The cost and unrealized  appreciation  or  depreciation in value of the
         investments  owned by the Fund,  as  computed  on a federal  income tax
         basis, are as follows:

              Aggregate cost                                $12,045,961
                                                          ==============

              Gross unrealized appreciation                $  1,876,484
              Gross unrealized depreciation                     (83,427)
                                                          --------------

              Net unrealized appreciation                  $  1,793,057
                                                          ==============





                                       11









5.       SHARES OF BENEFICIAL INTEREST

         The  Trust's  Declaration  of Trust  permits  the  Trustees to issue an
         unlimited number of full and fractional  shares of beneficial  interest
         (without par value). Transactions in Fund shares during the period were
         as follows:

          Shares sold                                            1,172,892
          Shares issued to shareholders in reinvestment
           of distributions                                         19,183
                                                                ----------

           Net increase                                          1,192,075
                                                                ==========



                                       12






© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission