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File No. 33-82366
File No. 811-08690
As filed with the Securities and Exchange Commission
on July 13, 1998
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933 /X/
POST-EFFECTIVE AMENDMENT NO. 9 /X/
AND/OR
REGISTRATION STATEMENT UNDER
THE INVESTMENT COMPANY ACT OF 1940 /X/
AMENDMENT NO. 11 /X/
THE DLB FUND GROUP
(Exact Name of Registrant as Specified in Charter)
One Memorial Drive, Cambridge, Massachusetts 02142
(Address of Principal Executive Office)
(617) 225-3800
(Registrant's Telephone Number, Including Area Code)
Ronald E. Gwozdz with a copy to:
David L. Babson and Company Incorporated Gregory D. Sheehan, Esq.
One Memorial Drive Ropes & Gray
Cambridge, Massachusetts 02142 One International Place
(Name and Address of Agent for Service) Boston, Massachusetts 02110
Approximate date of proposed public offering: As soon as practicable after
the date this registration
statement becomes effective
It is proposed that this filing become effective (check appropriate box):
/ / Immediately upon filing pursuant to paragraph (b)
/X/ on July 20, 1998 pursuant to paragraph (b)
/ / 60 days after filing pursuant to paragraph (a)(1)
/ / on (date) pursuant to paragraph (a)(1)
/ / 75 days after filing pursuant to paragraph (a)(2)
/ / on (date) pursuant to paragraph (a)(2) of rule 485.
If appropriate, check the following box:
/X/ This post-effective amendment designates a new effective date for a
previously-filed post-effective amendment.
This amendment relates solely to the DLB Micro Capitalization Fund. No
information relating to any other series of the registrant is amended or
superseded hereby.
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THE DLB FUND GROUP
FORM N-1A
Parts A and B of Post-Effective Amendment No. 7 to the Registrant's
Registration Statement, filed with the Commission on April 30, 1998, are
unchanged by this Post-Effective Amendment and are incorporated herein by
reference in their entirety.
PART C. OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Index to Financial Statements and Supporting
Schedules: None
(b) Exhibits:
(1) (a) Agreement and Declaration of Trust*
(b) Amendment No.1 to Agreement and
Declaration of Trust*
(c) Amendment No. 2 to Agreement and
Declaration of Trust**
(d) Amendment No. 3 to Agreement and
Declaration of Trust**
(2) By-Laws*
(3) Not Applicable
(4) Not Applicable
(5) Forms of Management Contracts
(a) Management Contract between the
Trust and David L. Babson and
Company Incorporated (the
"Manager") on behalf of the DLB
Fixed Income Fund*
(b) Management Contract between the
Trust and the Manager on behalf of
the DLB Global Small Capitalization
Fund*
(c) Sub-Advisory Agreement between the
Manager and Babson-Stewart Ivory
International ("BSII") on behalf of
the DLB Global Small Capitalization
Fund*
(d) Management Contract between the
Trust and the Manager on behalf of
the DLB Value Fund*
(e) Management Contract between the
Trust and the Manager on behalf of
the DLB Mid Capitalization Fund*
(f) Management Contract between the
Trust and the Manager on behalf of
the DLB Global Bond Fund***
(g) Sub-Advisory Agreement between the
Manager and Potomac Babson
Incorporated ("PBI") on behalf of
the DLB Global Bond Fund***
(h) Management Contract between the
Trust and the Manager on behalf of
the DLB Quantitative Equity Fund***
(i) Management Contract between the
Trust and the Manager on behalf of
the DLB Growth Fund**
(j) Management Contract between the
Trust and the Manager on behalf of
the DLB Micro Capitalization Fund**
(6) Not Applicable
(7) Not Applicable
(8) Form of Custodian Agreement between the
Trust and Investors Bank & Trust Company
("IBT")*
(9) Form of Transfer Agency Agreement between
the Trust and IBT**
(10) Opinion and Consent of Ropes & Gray*
(11) Not Applicable
(12) Not Applicable
- --------
*Incorporated by reference to Registrant's Post-Effective Amendment
No.5 filed on February 19, 1997.
**Incorporated by reference to Registrant's Post-Effective Amendment
No. 7 filed on April 30, 1998.
***Incorporated by reference to Registrant's Post-Effective Amendment
No. 4 filed on July 31, 1996.
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(13) Letter of Understanding relating to Initial
Capital*
(14) Not Applicable
(15) Not Applicable
(16) Not Applicable
(17) Not Applicable
(18) Not Applicable
(19)(a) Powers of Attorney for Ronald E. Gwozdz,
Charles E. Hugel, Richard A. Nenneman,
Richard J. Phelps and DeAnne B. Dupont*
(b) Power of Attorney for James W. MacAllen**
ITEMS 25-32.
Items 25 through 32 of Post-Effective Amendment No. 7 to the
Registrant's Registration Statement, filed with the Commission on April 30,
1998, are unchanged by this Post-Effective Amendment and are incorporated herein
by reference in their entirety.
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NOTICE
A copy of the Agreement and Declaration of Trust of The DLB Fund Group,
as amended, is on file with the Secretary of The Commonwealth of Massachusetts,
and notice is hereby given that this instrument is executed on behalf of the
Registrant by an officer of the Registrant as an officer and not individually
and the obligations of or arising out of this instrument are not binding upon
any of the Trustees or shareholders individually but are binding only upon the
assets and property of the relevant series of the Registrant.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
and the Investment Company Act of 1940, as amended, the Registrant certifies
that it has met all of the requirements for effectiveness of this Post-Effective
Amendment No. 9 (the "Amendment") to its Registration Statement pursuant to Rule
485(b) under the Securities Act of 1933 and has duly caused the Amendment to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Cambridge, The Commonwealth of Massachusetts, on the 13th day of July, 1998.
THE DLB FUND GROUP
By: /s/ Ronald E. Gwozdz
--------------------
Ronald E. Gwozdz
President
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to the Registration Statement of The DLB Fund Group has
been signed below by the following persons in the capacities and on the dates
indicated.
<TABLE>
<S> <C> <C>
* Trustee; Chairman July 13, 1998
- -----------------------------------
James W. MacAllen
/s/ Ronald E. Gwozdz Trustee; Principal Executive July 13, 1998
- ----------------------------------- Officer; President
Ronald E. Gwozdz
* Treasurer; Principal Financial July 13, 1998
- ----------------------------------- Officer; Principal
DeAnne B. Dupont Accounting Officer
* Trustee July 13, 1998
- -----------------------------------
Charles E. Hugel
* Trustee July 13, 1998
- -----------------------------------
Richard A. Nenneman
* Trustee July 13, 1998
- -----------------------------------
Richard J. Phelps
</TABLE>
*By /s/ Ronald E. Gwozdz
--------------------
Ronald E. Gwozdz
Attorney-In-Fact
