DLB FUND GROUP, 485BPOS, 2000-04-12

DLB FUND GROUP
485BPOS, 2000-04-12

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As filed with the Securities and Exchange Commission on April 12, 2000
Registration Nos. 033-82366 and 811-08690

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM N-1A

REGISTRATION STATEMENT UNDER [X]
THE SECURITIES ACT OF 1933

Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 16 [X]

REGISTRATION STATEMENT UNDER [X]
THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 18 [X]

(Check appropriate box or boxes)

THE DLB FUND GROUP
(Exact name of registrant as specified in charter)

One Memorial Drive, Cambridge, MA 02142
(Address of principal executive offices)

Registrant's Telephone Number, Including Area Code: (617) 225-3800

Name and address
of agent for service: Copy to:
--------------------- --------
John E. Deitelbaum, Counsel Gregory D. Sheehan, Esq.
David L. Babson & Co. Inc. Ropes & Gray
One Memorial Drive One International Place
Cambridge, MA 02142 Boston, MA 02110

It is proposed that this filing will become effective (check appropriate box):

[ ] Immediately upon filing pursuant to paragraph (b) of Rule 485
[X] On April 28, 2000 pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[ ] On _____________ pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] On _____________ pursuant to paragraph (a)(2)

If appropriate, check the following box:

[ ] This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
<PAGE>

THE DLB FUND GROUP

This Prospectus offers shares of the DLB High Yield Fund:

o DLB High Yield Fund
seeks to achieve a high level of current income by investing
primarily in publicly traded high yield debt securities

David L. Babson & Company, Inc. (the "Manager") is the investment manager for
the Fund.

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THE
SHARES OF THE FUND OR PASSED ON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
STATEMENT TO THE CONTRARY IS A CRIME.

Prospectus
April 28, 2000

<PAGE>
TABLE OF CONTENTS

About the Fund 1
DLB High Yield Fund 1

Descriptions of Principal Investment Risks 4

Temporary Defensive Positions 7

How the Fund Is Managed 8
The Manager 8
Investment Advisory Fees 8
Portfolio Managers 8

Investing in the Fund 9
How to Open an Account 9
How to Purchase Shares 9
How to Sell Shares 10
How Share Price is Determined 11
Distribution and Service (Rule 12b-1) Plan 12
Principal Underwriter 12

Distributions 13

Taxes 14

Appendix A 15
Additional Investment Policies and
Risk Considerations 15

Appendix B 17
Description of Bond Ratings Assigned by
Standard & Poor's and Moody's Investors
Service, Inc. 17
<PAGE>

ABOUT THE FUND
DLB HIGH YIELD FUND

INVESTMENT OBJECTIVE

The investment objective of the DLB High Yield Fund (the "High Yield Fund") is
to achieve a high level of current income by investing primarily in publicly
traded high yield debt securities.

PRINCIPAL INVESTMENT STRATEGIES

Under normal circumstances, the Fund will invest at least 65% of its total
assets in lower rated fixed income securities, which are commonly known as "junk
bonds."

MARKET SECTORS: The Fund invests primarily in publicly traded high yield (i.e.,
lower rated) U.S. fixed income securities ("junk bonds"). The Fund may also
invest in convertible securities, preferred stocks, warrants, bank borrowings
and other fixed income securities (such as Rule 144A private placements) and may
engage in securities lending.

MATURITY: Under normal market conditions, the Fund will have an average
dollar-weighted portfolio maturity ranging from 6 to 10 years. The Fund's
portfolio may include securities with maturities outside this range.

PORTFOLIO QUALITY: The Fund will invest primarily in lower rated fixed income
securities. These securities are considered below investment grade and are
commonly known as junk bonds. A lower rated fixed income security is a security
that, at the time the Fund acquires the security, is not rated in one of the top
four rating categories by either of the major rating agencies (Moody's Investors
Service, Inc. or Standard & Poor's), or an unrated security that the Manager
determines to be of comparable quality. Thus, a lower rated fixed income
security will be rated below Baa3 by Moody's Investor's Service, Inc. and below
BBB- by Standard & Poor's, or will be an unrated security that the Manager
determines to be of comparable quality.

SECURITY SELECTION: The Manager employs a bottom-up, fundamental approach to its
credit analysis which focuses first on a specific issuer's financial strength,
among other things, before considering either trends or macro economic factors.
The Manager prefers companies that possess one or more of the following
characteristics:

o Domination of a niche business
o Strong management
o A producer of products in great demand
o Ability to maintain high profit margins
o Predictable earnings

PRINCIPAL INVESTMENT RISKS

There is no guarantee that the Fund will achieve its objective, and you could
lose money on your investment. Furthermore, the Manager, despite using various
investment and risk analysis techniques, may not achieve the results expected
from an investment in the Fund.

The Fund is subject to several risks, any of which could cause you to lose
money. These include:

CREDIT RISK: Credit risk is the risk that issuers of debt the Fund holds will
not make (or will be perceived as less able or unlikely to make) timely payments
of interest and principal. This credit risk is higher for corporate debt than
for U.S. government debt and is higher still for junk bonds. Because the Fund
invests mainly in junk bonds, this risk is heightened for the Fund. During
recessions and periods of broad market decline, a high percentage of issuers of
junk bonds may default on payments of principal and interest, and junk bonds
could become less liquid, meaning that they will be harder to value or sell at a
fair

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<PAGE>

PRINCIPAL INVESTMENT RISKS(CONT.)

price. The value of a junk bond may, therefore, decline drastically due to bad
news about the issuer or the economy in general. INVESTORS SHOULD CAREFULLY
CONSIDER THE RISKS ASSOCIATED WITH AN INVESTMENT IN THE FUND.

LOWER-RATED FIXED INCOME SECURITIES RISK: Lower-rated fixed income securities
("junk bonds") are subject to a substantially higher degree of credit risk than
investment-grade bonds. During recessions, a high percentage of junk bond
issuers may default on payments of principal and interest. Consequently, the
prices of junk bonds can fluctuate drastically due to bad news about the issuer
or the economy in general. This will also have a negative effect on the
liquidity of a junk bond.

INTEREST RATE RISK: When interest rates rise, the value of fixed income
securities in the Fund's portfolio will generally fall. This risk is greater for
securities and portfolios with longer maturities or durations.

MARKET RISK: This is the risk that the price of a security or securities held by
the Fund will fall due to changing economic, political or market conditions.

LIQUIDITY RISK: Certain investments of the Fund may be difficult to purchase or
sell. Securities that involve substantial interest rate risk or credit risk,
such as lower rated fixed income securities, often involve greater liquidity
risk. This means that, because there may not be adequate supply or demand for a
security, it may be harder to purchase or sell at a satisfactory price.
Liquidity risk also tends to increase to the extent that the Fund invests in
unregistered or restricted securities, such as Rule 144A securities.

ALLOCATION RISK: The Fund will allocate its investments among various segments
of the fixed income markets based on judgments made by the Manager. The Fund
could miss attractive investment opportunities by underweighting markets where
there are significant returns, or could lose value overweighting markets where
there are significant declines.

COMPANY RISK: Prices of securities react to the economic condition of the
issuer. The Fund's investments in an issuer may rise and fall based on factors
such as the issuer's actual and anticipated earnings, changes in management, and
the potential for takeovers and acquisitions. This risk is greater for small
companies, which tend to be more vulnerable to adverse developments.

CONVERTIBLE SECURITIES/PREFERRED STOCK RISK: This is the risk that the price of
one or more of the Fund's investments in convertible securities or preferred
stock will fall, or will fail to appreciate as expected by the Manager. Due to
the conversion feature, convertible securities generally yield less than
non-convertible fixed income securities of similar credit quality and maturity.
The Fund also may be required to convert a convertible security into its
underlying equity security when the value of the underlying equity security has
declined substantially. Likewise, preferred stock may be more volatile than
other types of securities, and the value of preferred stock may be adversely
affected by changes in interest rates.

NON-DIVERSIFICATION RISK: Because the Fund may invest its assets in a small
number of issuers, the Fund is more susceptible than a diversified fund to any
economic, political or regulatory event adversely affecting a particular issuer.

You will find a discussion of these and other risks in the section entitled
"Descriptions of Principal Investment Risks," beginning on page 4.

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<PAGE>

PAST PERFORMANCE

Because the Fund is new, information on the Fund's performance is not provided
in this section.

EXPENSE INFORMATION

As an investor, you pay certain fees and expenses in connection with your
investment. The table shown below describes the fees and expenses that you may
pay if you buy and hold shares of the Fund.

ANNUAL FUND OPERATING EXPENSES EXPRESSED
AS A PERCENTAGE OF AVERAGE DAILY NET ASSETS
(Expenses that are deducted from Fund assets)

Management Fees 0.50%
Distribution and Service (12b-1) Fees (1) None
Other Expenses (2) 0.76%
-----
Total Annual Fund Operating Expenses 1.26%
Fee Waiver (0.51%)
-----
Net Expenses (3) 0.75%
-----

(1) The Fund has adopted a distribution and service plan pursuant to Rule 12b-1
that permits payments by the Fund at an annual rate of up to 0.50% of the
Fund's average daily net assets. The Trustees, however, have no intention of
implementing the plan during the Fund's current fiscal year. See "Investing
in the Fund- Distribution and Service (12b-1) Plan."

(2) "Other Expenses" include accounting and audit fees, custodian fees, transfer
agent fees, legal fees, registration fees, printing fees and fees paid to
The DLB Fund Group's independent Trustees.

(3) The Manager has contractually agreed with the Fund to bear certain expenses
for the current fiscal year to the extent that the Fund's Total Annual Fund
Operating Expenses-other than brokerage commissions, hedging transaction
fees and other investment related costs, extraordinary, non-recurring and
certain other unusual expenses, such as litigation and other extraordinary
legal expenses, securities lending fees and expenses, and transfer
taxes-would otherwise exceed the percentage of the Fund's average daily net
assets noted in the bottom line of the table. The Manager's expense
agreement with the Fund may not be terminated prior to May 1, 2001. In
addition, it will automatically continue for successive one-year periods
unless either The DLB Fund Group or the Manager terminates the agreement by
giving six months' notice to the other party.

EXAMPLES
These examples are intended to help you compare the cost of investing in the
Fund with the cost of investing in other mutual funds. The examples assume that
you invest $10,000 in the Fund for the time periods indicated, that your
investment earns a 5% return each year and that the Fund's operating expenses
remain the same. Although your actual costs may be higher or lower, based on
these assumptions your costs would be:

1 YEAR 3 YEARS
$77 $349

These expense examples include the expense reimbursement only for the first year
of each period. Since the Fund does not impose any shareholder fees, the figures
shown would be the same whether or not you redeemed your shares at the end of a
period.

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<PAGE>

DESCRIPTIONS OF PRINCIPAL INVESTMENT RISKS
This section explains the principal investment risks associated with investments
in the Fund. These risks are the primary reasons for possible decreases in the
value of your investments in the Fund. The types of risks and the extent to
which they affect the value of your investment in the Fund may change over time,
particularly as the types of investments made by the Fund change.

ALLOCATION RISK
The Manager will use its judgment when allocating the Fund's investments among
various segments of the high yield fixed income markets. The Manager may miss
attractive investment opportunities by underweighting markets where there are
significant returns. The Fund could lose value if the Manager overweights
markets where there are significant declines.

The Manager has discretion to determine the investments made by the Fund. The
Fund is not managed with the goal of mirroring the securities of any particular
index. The Fund's investment style may result in the Fund being overweighted or
underweighted compared with industry sectors or market segments in an index and
may result in the Fund holding securities within a particular sector or country
that are different from the securities included in an index for that sector or
country. Thus, the Fund's returns may vary substantially from the performance of
the indices with which it is compared.

COMPANY RISK
A company's economic condition influences the prices of its securities. The
price of any security held by the Fund may rise or fall for a number of reasons,
including but not limited to the following:

o management decisions
o changes in management
o changing demand for the company's goods
or services
o changes in or differences between actual
and anticipated earnings
o the potential for takeovers and acquisitions
o increased production costs
o stricter government regulations
o a rating agency downgrade

CONVERTIBLE SECURITIES RISK
Because convertible securities can be converted into equity securities, their
value normally will vary in some proportion with those of the underlying equity
securities. Due to the conversion feature, convertible securities generally
yield less than non-convertible fixed income securities of similar credit
quality and maturity. The Fund's investment in convertible securities may at
times include securities that have a mandatory conversion feature, pursuant to
which the securities convert automatically into common stock at a specified date
and conversion ratio, or that are convertible at the option of the issuer. When
conversion is not at the option of the holder, the Fund may be required to
convert the security into the underlying common stock even at times when the
value of the underlying common stock has declined substantially.

CREDIT RISK
The issuer of a fixed income security may not be able to pay principal and/or
interest when due. The value of a fixed income security generally will fall if
the issuer fails to pay principal or interest when due, a rating agency
downgrades the issuer or other information negatively influences the market's
perceptions of the issuer's credit risk.

Credit risk is greater for the Fund since it typically invests a significant
portion of its assets in lower rated fixed income securities ("junk bonds").

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<PAGE>

CREDIT RISK (CONT.)
Since the Fund may invest in fixed income securities issued in connection with
corporate restructurings by highly leveraged issuers or in fixed income
securities that are not current in the payment of interest or principal (i.e.,
in default), the Fund may be subject to greater credit risk because of these
investments. Securities that are rated CCC or below by Standard & Poor's or Caa
or below by Moody's Investors Service, Inc. (see AppendixB for more information)
are generally regarded by the rating agencies as having extremely poor prospects
of ever attaining any real investment standing.

The Fund may at times invest in zero coupon fixed income securities,
payment-in-kind fixed income securities, and deferred interest fixed income
securities. These types of securities allow an issuer to avoid generating cash
to make current interest payments. As a result, these bonds involve greater
credit risk and are subject to greater price fluctuations than fixed income
securities that pay current interest in cash.

To the extent that the Fund invests in foreign securities, it is subject to
increased credit risk because of the difficulties of requiring foreign entities
to honor their contractual commitments and because a number of foreign
governments and other issuers are already in default.

INTEREST RATE RISK
The values of fixed income securities, such as bonds, notes and asset-backed
securities, generally vary inversely with changes in prevailing interest rates.
For example, when interest rates rise, the values of fixed income securities
tend to fall. This risk is generally greater for securities with longer
maturities and durations. Fluctuations in the values of fixed income securities
held by the Fund will not affect the income paid by the Fund but will affect the
value of the Fund's shares.

Interest rate risk will have a greater influence on the price of a fixed income
security if the security has a longer maturity or duration. Fixed income
securities with longer maturities or durations therefore are more volatile than
fixed income securities with shorter maturities or durations. The average
maturity of the Fund's fixed income investments will affect the volatility of
the Fund's share price.

LIQUIDITY RISK
Securities that are not registered under the Securities Act of 1933, as amended
(the "1933 Act"), including securities issued in accordance with Rule 144A under
the 1933 Act ("Restricted Securities"), present certain risks. Investments in
Restricted Securities could cause the liquidity of the Fund to decrease if the
market's interest for those securities decreases, particularly because the
market for these securities may be limited to certain qualified investors.

Under these conditions, the Fund may not be able to sell those securities when
it wants to, and the Fund may have to sell those securities at an unsatisfactory
price. Market quotations may be less readily available for Restricted
Securities, and thus judgment may play a greater role in the valuation of these
securities than it would in the valuation of unrestricted securities.

In addition, the Fund, either by itself or together with other funds managed by
the Manager, may own all or most of the fixed-income securities of a particular
issuer. This concentration of ownership may make it more difficult to sell, or
determine the fair value of, these investments.

In foreign markets, and particularly in emerging markets, investing in
securities not registered under applicable securities laws may exacerbate the
risks of investing in domestic restricted securities or in registered securities
of companies located in foreign or emerging markets, as the case may be. In
particular, the liquidity of such securities and the information available
regarding such securities may be extremely limited.

-5-
<PAGE>

LOWER-RATED FIXED INCOME
SECURITIES RISK
Lower-rated fixed income securities ("junk bonds") and comparable unrated
securities in which the Fund invests have speculative characteristics. Changes
in economic conditions or adverse developments affecting particular companies or
industries are more likely to lead to a weakened capacity to make principal and
interest payments on such obligations than in the case of higher-rated
securities.

The Fund may hold any portion of its assets in lower rated (i.e., below
investment grade) securities. Lower rated fixed income securities involve
greater volatility of price and yield, and greater risk of loss of principal and
interest, and generally reflect a greater possibility of an adverse change in
financial condition which would affect the ability of the issuer to make
payments of principal and interest. The market price for lower rated fixed
income securities generally responds to short-term corporate and market
developments to a greater extent than high-rated securities because these
developments are perceived to have a more direct relationship to the ability of
an issuer of lower rated fixed income securities to meet its ongoing
obligations.

MARKET RISK
The value of the securities held by the Fund may fall due to changing economic,
political or market conditions, the general outlook for corporate earnings,
changing interest rates, investor sentiment or disappointing earnings results.

Additionally, high yield securities' values can be influenced by economic and
political conditions independent of changes in the credit worthiness of a
particular sector.

NON-DIVERSIFICATION RISK
The Fund is non-diversified, which means that it may invest a relatively high
percentage of its assets in the securities of relatively few issuers. Investment
in the securities of a limited number of issuers may increase the risk of loss
to the Fund should there be a decline in the market value of any one portfolio
security. Investment in a non-diversified fund therefore entails greater risks
than investment in a diversified fund. Given that the Fund is not diversified,
the Fund is not intended to be a complete investment program.

PREFERRED STOCK RISK
Like other equity securities, preferred stock is subject to the risk that its
value may decrease. Preferred stock may be more volatile and riskier than other
forms of investment. If interest rates rise, the dividend on preferred stocks
may be less attractive, causing the price of preferred stocks to decline.
Preferred stock may have mandatory sinking fund provisions or call/redemption
provisions that can negatively affect its value when interest rates decline. In
addition, in the event of liquidation of a corporation's assets, the rights of
preferred stock generally are subordinate to the rights associated with a
corporation's debt securities.

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<PAGE>

TEMPORARY DEFENSIVE POSITIONS
For temporary defensive purposes, the Fund may invest any portion of its assets
in cash or in any securities that the Manager deems appropriate in response to
what the Manager believes are adverse market, economic, political or other
conditions. Keep in mind that a temporary defensive strategy still has the
possibility of losing money and may prevent the Fund from achieving its
investment objective.

-7-
<PAGE>

HOW THE FUND IS MANAGED

THE MANAGER
The Fund is advised and managed by its Manager, David L. Babson & Co. Inc.
Founded in 1940, the Manager provides investment advisory services to a
substantial number of institutional and other investors, including other
registered investment companies. As of January 1, 2000, the Manager had more
than $67 billion in assets under management. The Manager's principal locations
are One Memorial Drive, Cambridge, Massachusetts 02142, and 1295 State Street,
Springfield, Massachusetts 01111.

Under a Management Contract relating to the Fund, the Manager selects and
reviews the Fund's investments and provides executive and other personnel for
the management of The DLB Fund Group. The Manager carries out its duties subject
to the policies adopted by The DLB Fund Group's Board of Trustees.

INVESTMENT ADVISORY FEES
The Fund pays the Manager an investment management fee of 0.50% of the Fund's
average daily net assets.

PORTFOLIO MANAGERS
The portfolio managers of the Fund are Clifford Noreen, Senior Managing Director
of the Manager (since January 1, 2000), and Jill Fields, Managing Director of
the Manager (since Januray 1, 2000). From 1985 through 1999, Mr. Noreen had been
employed by Massachusetts Mutual Life Insurance Company ("MassMutual"), the
corporate parent of the Manager. From 1997 through 1999, Ms. Fields had been
employed by MassMutual. From 1992 to 1997, she was Director of Corporate Bond
Research at ITT Hartford Insurance Companies.

-8-
<PAGE>

INVESTING IN THE FUND

HOW TO OPEN AN ACCOUNT
Before investing in the Fund you will need to open an account with The DLB Fund
Group. You can open an account by completing and returning to The DLB Fund Group
a signed account application. Account applications are available from The DLB
Fund Group, whose address and toll free number are provided on the back of this
prospectus.

When completing the application, please be sure to provide your social security
number or taxpayer identification number on the application and designate the
account(s) to which funds or securities may be transferred upon redemption.
Designation of additional accounts or any change in the accounts originally
designated must be made by you in writing, with the signature medallion
guaranteed by a commercial bank, a member firm of a domestic securities exchange
or one of certain other financial institutions.

HOW TO PURCHASE SHARES
You may purchase shares of the Fund directly from The DLB Fund Group on any day
when the NYSE is open for business. The NYSE is closed on weekend days, most
national holidays and Good Friday. Before placing an order for Fund shares, you
should call the Manager at 1-888-722-2766, Attn: The DLB Fund Group Coordinator.

PURCHASE PRICE: The purchase price of a share of the Fund is the net asset value
next determined after your purchase order is received in good order. Generally,
a purchase order is in good order if the Fund's Transfer Agent, Investors Bank &
Trust Company ("IBT"), has received the consideration for the Fund shares before
the relevant deadline, which is described below under "Purchases."

In most cases, if the Fund's Transfer Agent, IBT, does not receive the
consideration before the relevant deadline, The DLB Fund Group will not consider
the purchase to be in good order. This means that you must resubmit the purchase
order and consideration on the following business day, unless IBT can credit the
consideration to the account of the Fund. The Fund does not impose a sales
charge on purchases.

MINIMUM INVESTMENT: The minimum initial investment in the Fund is $100,000, and
the minimum for each subsequent investment is $10,000. If you open multiple
accounts with The DLB Fund Group, you may aggregate your investments in the
Funds to satisfy the minimum investment requirement. You may also satisfy the
minimum initial investment requirement by making an initial investment of at
least $25,000 in the Fund and investing the remainder of the $100,000 minimum
initial investment within 12 months.

PURCHASES: You may purchase shares of a Fund utilizing the following methods:

CASH (by wire transfer only). You must transmit all federal funds to IBT to
Account No. 777777722 for the account of the Fund. ("Federal funds" are
monies credited to IBT's account with the Federal Reserve Bank of Boston.)
The deadline for wiring federal funds is 2:00 p.m. Eastern time.

SECURITIES (only by transferring common stocks on deposit at The Depository
Trust Company ("DTC") or appropriate fixed income securities, which the
Manager has determined are acceptable). In the case of an investment
in-kind, you must place your securities on deposit at DTC by 4:00 p.m.
Eastern time, the deadline for transferring those securities to the account
designated by the custodian for the Fund (IBT).

-9-
<PAGE>

PURCHASES (CONT.): The Manager will not accept securities, in exchange for Fund
shares, unless:

o the Manager, in its sole discretion, believes the securities are
appropriate investments for the Fund. (The Manager will accept
securities, in exchange for Fund shares, for investment only and not for
resale.);

o you represent and agree that all securities offered to the Fund are not
subject to any restrictions upon their sale by the Fund under the
Securities Act of 1933, or otherwise; and

o the securities may be acquired under the investment restrictions
applicable to the Fund.

The Manager will value securities it accepts in exchange for Fund shares in
accordance with the Fund's procedures for valuation described under "How Share
Price Is Determined" as of the time of the next determination of net asset value
after acceptance. All dividends, interest, subscription or other rights that are
reflected in the market price of accepted securities at the time of valuation
become the property of the Fund and must be delivered to The DLB Fund Group upon
receipt by you from the issuer. If you purchase Fund shares in exchange for
securities, you may, if you are subject to federal income taxation, recognize a
gain or loss for federal income tax purposes, depending upon your basis in the
securities tendered. In all cases, the Manager reserves the right to reject any
particular investment.

CASH AND SECURITIES. You will need to follow the above instructions for
purchases made with a combination of cash and securities.

Purchases will be made in full and fractional shares of the Fund calculated to
three decimal places. The DLB Fund Group will send to shareholders written
confirmation (including a statement of shares owned) at the time of each
transaction. The DLB Fund Group reserves the right at any time to reject an
order.

HOW TO SELL SHARES
You may redeem Fund shares on any day when the NYSE is open for business.

The Fund will redeem its shares at a price equal to the net asset value per
share next determined after IBT receives the redemption request in good order. A
redemption request is in good order if it:

o includes the correct name in which shares are registered, your account
number and the number of shares or the dollar amount of shares to be
redeemed; and

o is signed correctly in accordance with the form of registration.
(Persons acting in a fiduciary capacity, or on behalf of a corporation,
partnership or trust, must specify, in full, the capacity in which they
are acting.)

There is no redemption fee for the Fund.

REDEMPTION REQUESTS: You should send redemption requests to The DLB Fund Group.
To help facilitate the timely payment of redemption proceeds, you should
telephone the Manager at 1-888-722-2766, Attn: The DLB Fund Group Coordinator,
at least two days before submitting a request.

PAYMENT OF REDEMPTION PROCEEDS: The DLB Fund Group will make payment on
redemption as promptly as possible and in any event within seven days after IBT
receives your redemption request in good order.

CASH PAYMENTS. The DLB Fund Group will make cash payments generally by
transfer of Federal funds for payment into your account the next business
day following the redemption request.

IN KIND. If the Manager determines, in its sole discretion, that it would
be detrimental to the best interests of the remaining shareholders of the
Fund to make payment wholly or partly in cash, the Fund may

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<PAGE>

IN KIND (CONT.). instead pay the redemption price in whole or in part by a
distribution in kind of readily marketable securities held by the Fund. The
DLB Fund Group will transfer and deliver in-kind redemptions as you direct.
The Fund will value securities used to redeem Fund shares in kind in
accordance with the Fund's procedures for valuation described under "How
Share Price Is Determined." You generally will incur brokerage charges on
the sale of any securities that you receive in payment of redemptions.

The Fund may suspend the right of redemption and may postpone payment for more
than seven days when the NYSE is closed for reasons other than weekends or
holidays, or if permitted by the rules of the Securities and Exchange Commission
during periods when trading on the NYSE is restricted or during an emergency
which makes it reasonably impracticable for the Fund to dispose of its
securities or fairly to determine the value of the net assets of the Fund, or
during any other period permitted by the Securities and Exchange Commission for
the protection of investors.

HOW SHARE PRICE IS DETERMINED
The DLB Fund Group determines the net asset value of a share of the Fund at 4:15
p.m., Eastern time, on each day that the NYSE is open. The DLB Fund Group does
not accept orders or compute the Fund's net asset value on days when the NYSE is
closed.

The DLB Fund Group determines the net asset value per share for the Fund by
dividing the total value of the Fund's portfolio investments and other assets,
less any liabilities, by the total outstanding shares of the Fund.

The DLB Fund Group values portfolio securities based on market value or, where
market quotations are not readily available, based on fair value. More
specifically, The DLB Fund Group values portfolio securities (including options
and futures contracts) for which market quotations are available at the last
quoted sale price, or, if there is no reported sale, at the closing bid price.
The DLB Fund Group values securities traded in the over-the-counter market at
the most recent bid price as obtained from one or more dealers that make markets
in the securities. For portfolio securities that are traded both in the
over-the-counter market and on one or more stock exchanges, The DLB Fund Group
will value the securities according to the broadest and most representative
market. The DLB Fund Group values unlisted securities for which market
quotations are not readily available at the most recent quoted bid price.
Short-term debt securities with a remaining maturity of 60 days or less will be
valued at amortized cost, unless conditions dictate otherwise. Other assets for
which no quotations are readily available are valued at fair value as determined
in good faith in accordance with procedures adopted by The DLB Fund Group's
Board of Trustees. Determination of fair value will be based upon those factors
that are deemed relevant under the circumstances, including the financial
condition and operating results of the issuer, recent third party transactions
(actual or proposed) relating to such securities and, in extreme cases, the
liquidation value of the issuer. The use of fair value pricing by the Fund may
cause the net asset value of its shares to differ significantly from the net
asset value that would be calculated using current market values.

FOREIGN SECURITIES: Although not a principal investment strategy of the Fund,
the Fund may invest in foreign securities. Because of time zone differences,
foreign exchanges and securities markets will usually be closed before the
closing of the NYSE. Therefore, The DLB Fund Group will determine the value of
foreign securities as of the closing of those exchanges and securities markets.
Events affecting the values of foreign securities, however, may occasionally
occur between the closings of such exchanges and securities markets and the time
the Fund determines its net asset value. If an

-11-
<PAGE>

FOREIGN SECURITIES (CONT.): event materially affecting the value of foreign
securities occurs during this period, then The DLB Fund Group will value such
securities at fair value as determined in good faith in accordance with
procedures adopted by the Trustees. In addition, the Fund may hold portfolio
securities that are primarily listed on foreign exchanges that trade on weekends
or other days when the Fund does not accept orders or price its shares. As a
result, the value of any such securities held by the Fund may change on days
when you will not be able to purchase or redeem the Fund's shares.

The prices of foreign securities are quoted in foreign currencies. The DLB Fund
Group converts the values of foreign currencies into U.S. dollars at the rate of
exchange prevailing at the time it determines net asset value. Changes in the
exchange rate, therefore, will affect the net asset value of shares of the Fund
even when there has been no change in the values of the foreign securities
measured in terms of the currency in which they are denominated.

DISTRIBUTION AND SERVICE
(RULE 12b-1) PLAN
The DLB Fund Group has adopted a distribution and service plan ("Plan") for the
Fund under Rule 12b-1 of the Investment Company Act of 1940. The Trustees,
however, have no intention of implementing the Plan during The DLB Fund Group's
current fiscal year. The purposes of the Plan, if implemented, would be to
compensate and/or reimburse investment dealers and other persons for services
provided and expenses incurred in promoting sales of shares, to reduce
redemptions or to improve services provided to shareholders by such dealers and
other persons. The Plan would permit the Fund to pay an annual asset-based
charge of up to 0.50% for these purposes, subject to the authority of the
Trustees to reduce the amount of payments or to suspend the Plan for such
periods as they may determine. Subject to these limitations, the Trustees would
determine the amount of payments under the Plan, and the specific purposes for
which they were made.

PRINCIPAL UNDERWRITER
Babson Securities Corp. ("BSC") serves as the principal underwriter of the Fund.
In its capacity as principal underwriter, BSC solicits applications for the
purchase of shares of the Fund and may assist investors in transmitting
applications to the Fund or its agent. BSC does not, however, buy or sell or
accept orders for the purchase or sale of shares of the Fund.

-12-
<PAGE>

DISTRIBUTIONS
The Fund intends to pay out as dividends substantially all of its net investment
income (which comes from dividends and any interest it receives from its
investments and net short-term capital gains). The Fund also intends to
distribute substantially all of its net long-term capital gains, if any, after
giving effect to any available capital loss carryovers. The Fund's policy is to
declare and pay distributions of its net investment income monthly. The Fund
also intends to distribute net short-term capital gains and net long-term
capital gains at least annually.

The Fund will pay all dividends and/or distributions in shares of the Fund, at
net asset value, unless you elect to receive cash. You may make this election by
marking the appropriate box on the application form or by writing to The DLB
Fund Group.

-13-
<PAGE>

TAXES
The following is a general summary of the federal income tax consequences for
the Fund and shareholders who are U.S. citizens or residents or domestic
corporations. You should consult your own tax advisor about the tax consequences
of investments in the Fund in light of your particular tax situation. You should
also consult your own tax advisor about consequences under foreign, local or
other applicable tax laws.

The Fund is treated as a separate taxable entity for federal income tax
purposes. The Fund intends to qualify each year as a regulated investment
company under SubchapterM of the Internal Revenue Code of 1986, as amended. By
so qualifying, the Fund itself will not pay federal income tax on the income and
gain distributed annually to its shareholders. Distributions of ordinary income
and short-term capital gains, whether received in cash or reinvested shares,
will be taxable as ordinary income to shareholders subject to federal income
tax. Designated distributions of long-term capital gains are taxable as such,
regardless of how long a shareholder may have owned shares in the Fund or
whether the distributions are received in cash or in reinvested shares.

Distributions are taxable to a shareholder of the Fund even if they are paid
from income or gains earned by the Fund prior to the shareholder's investment
(and thus were included in the price paid by the shareholder).

The sale, exchange or redemption of Fund shares may give rise to a gain or loss.
In general, any gain realized upon a taxable disposition of shares will be
treated as long-term capital gain if the shares have been held for more than 12
months. Otherwise, the gain on the sale, exchange or redemption of Fund shares
will be treated as short-term capital gain. In general, any loss realized upon a
taxable disposition of shares will be treated as long-term capital loss if the
shares have been held for more than 12 months, and otherwise as short-term
capital loss. Any loss recognized on the sale or disposition of shares of the
Fund held for six months or less will be treated as long-term capital loss to
the extent of any long-term capital gain distributions received by a shareholder
with respect to those shares of the Fund. All or a portion of any loss realized
upon a taxable disposition of the Fund's shares will be disallowed if other
shares of the Fund or another Fund of The DLB Fund Group are purchased within 30
days before or after the disposition. In such a case, the basis of the newly
purchased shares will be adjusted to reflect the disallowed loss.

The DLB Fund Group will provide federal tax information annually, including
information about dividends and distributions paid during the preceding year.

FOREIGN WITHHOLDING TAXES: The investments of the Fund in foreign securities may
be subject to foreign withholding taxes. In that case, the Fund's yields on
those securities would be decreased. Shareholders may be entitled to claim a
credit or deduction with respect to foreign taxes. In addition, the Fund's
investments in foreign securities or foreign currencies may increase or
accelerate the Fund's recognition of ordinary income and may affect the timing
or amount of the Fund's distributions.

-14-
<PAGE>
APPENDIX A
ADDITIONAL INVESTMENT POLICIES AND RISK CONSIDERATIONS

The Fund may invest in a wide range of investments and engage in various
investment transactions and practices, in addition to the Fund's principal
investment strategies described in the section entitled "About the Fund." These
practices are pursuant to non-fundamental policies and therefore may be changed
by the Board of Trustees of The DLB Fund Group without the consent of
shareholders. Some of the more significant practices and associated risks are
discussed below. You will find additional information about the Fund's
investment policies and associated risks in the Statement of Additional
Information.

CASH RESERVES
The Fund generally intends to stay fully invested in the types of securities
that represent its principal investment strategies. However, the Fund may hold a
portion of its assets in cash, money market instruments or other high-quality
short-term debt obligations readily changeable to cash, such as treasury bills,
commercial paper or repurchase agreements, at the discretion of the Manager to
provide for expenses and anticipated redemption payments and to carry out an
orderly investment program in accordance with the Fund's investment policies.

CHANGE IN CAPITALIZATION /
CHANGE IN CREDIT RATING
The Fund may continue to hold securities that decrease in quality after the
Fund's investment in those securities if, in the opinion of the Manager, the
investment remains appropriate under the circumstances.

CHANGES TO INVESTMENT OBJECTIVES
Except for policies identified as "fundamental" in this Prospectus or the
Statement of Additional Information, the Trustees may change the investment
objective and policies of the Fund without shareholder approval. Any such change
may result in the Fund having an investment objective and policies different
from the objective and policies that you considered appropriate when you
invested in the Fund. The Fund will notify you of any changes in its investment
objective or policies through a revised prospectus or other written
communication.

ASSET-BACKED SECURITIES RISK
Asset-backed securities are securities that are backed by pools of obligations,
such as pools of automobile loans, educational loans and credit card
receivables, both secured and unsecured. Asset-backed securities are subject to
the risk of prepayment by borrowers, which is more likely to occur when interest
rates fall. As with fixed income securities generally, asset-backed securities
present the risk that the issuer will default on principal and interest
payments. The holder of an asset-backed security may experience difficulty in
enforcing rights against assets underlying the security when an issuer defaults.

In addition, any or all of the following events may cause holders of
asset-backed securities to experience delays in payments on the securities,
which may result in losses to the Fund when it holds these securities:

o unanticipated legal or administrative costs of enforcing the contracts
on the assets;

o depreciation of the collateral securing the contracts; or

o damage to or destruction of the collateral securing the contracts.

-15-
<PAGE>

FOREIGN ISSUER RISK
Investments in the securities of foreign companies and securities traded
primarily in foreign markets are generally less liquid and at times more
volatile than investments in the securities of domestic companies and securities
traded in domestic markets. They also involve a variety of special risks,
including risks of:

o less rigorous accounting, auditing and financial reporting standards than
are customary in the United States

o adverse political or regulatory developments

o higher trading and settlement costs

o limited public information

o limited, slower or more costly legal remedies

o special tax considerations

o a company borrowing in currencies different from its revenue stream

o communications between the United States and foreign countries being less
reliable than within the United States

o the Fund's agent having difficulty keeping informed about corporate actions
which may affect the prices of portfolio securities

If the Fund concentrates a substantial amount of its assets in issuers located
in a single country or a limited number of countries, it assumes the risk that
economic, political and social conditions in that country or those countries
will have a significant impact on its investment performance.

STATEMENT OF ADDITIONAL INFORMATION
In the Statement of Additional Information you will find a list of fundamental
and non-fundamental investment restrictions applicable to the Fund. The
Statement of Additional Information also describes the following investment
techniques and practices that may be used by the Fund.

o Money Market Instruments

o Preferred Stocks

o Convertible Securities

o When-Issued Securities

o Restricted / Illiquid Securities

o Repurchase Agreements

o Portfolio Turnover

o Lending of Portfolio Securities

o Derivatives

o Warrants and Rights

o Foreign Securities

o Adjustable Rate Securities

o Interest Rate Swaps and Related Instruments

o Strips and Residuals

o Zero Coupon Securities

o Loans and Other Direct Debt Instruments

o Asset-backed securities

o Options and Futures

-16-

<PAGE>

APPENDIX B

DESCRIPTION OF BOND RATINGS ASSIGNED BY STANDARD & POOR'S
AND MOODY'S INVESTORS SERVICE, INC.

STANDARD & POOR'S

AAA: An obligation rated 'AAA' has the highest rating assigned by Standard &
Poor's. The obligor's capacity to meet its financial commitment on the
obligation is extremely strong.

AA: An obligation rated 'AA' differs from the highest rated obligations only in
small degree. The obligor's capacity to meet its financial commitment on the
obligation is very strong.

A: An obligation rated 'A' is somewhat more susceptible to the adverse effects
of changes in circumstances and economic conditions than obligations in higher
rated categories. However, the obligor's capacity to meet its financial
commitment on the obligation is still strong.

BBB: An obligation rated 'BBB' exhibits adequate protection parameters. However,
adverse economic conditions or changing circumstances are more likely to lead to
a weakened capacity of the obligor to meet its financial commitment on the
obligation. Obligations rated 'BB', 'B', 'CCC', 'CC', and 'C' are regarded as
having significant speculative characteristics. 'BB' indicates the least degree
of speculation and 'C' the highest. While such obligations will likely have some
quality and protective characteristics, these may be outweighed by large
uncertainties or major exposures to adverse conditions.

BB: An obligation rated 'BB' is less vulnerable to nonpayment than other
speculative issues. However, it faces major ongoing uncertainties or exposure to
adverse business, financial, or economic conditions which could lead to the
obligor's inadequate capacity to meet its financial commitment on the
obligation.

B: An obligation rated 'B' is more vulnerable to nonpayment than obligations
rated 'BB', but the obligor currently has the capacity to meet its financial
commitment on the obligation. Adverse business, financial, or economic
conditions will likely impair the obligor's capacity or willingness to meet its
financial commitment on the obligation.

CCC: An obligation rated 'CCC' is currently vulnerable to nonpayment, and is
dependent upon favorable business, financial, and economic conditions for the
obligor to meet its financial commitment on the obligation. In the event of
adverse business, financial, or economic conditions, the obligor is not likely
to have the capacity to meet its financial commitment on the obligation.

CC: An obligation rated 'CC' is currently highly vulnerable to nonpayment.

C: A subordinated debt or preferred stock obligation rated 'C' is currently
highly vulnerable to nonpayment. The 'C' rating may be used to cover a situation
where a bankruptcy petition has been filed or similar action taken, but payments
on this obligation are being continued. A 'C' also will be assigned to a
preferred stock issue in arrears on dividends or sinking fund payments, but that
is currently paying.

D: An obligation rated 'D' is in payment default. The 'D' rating category is
used when payments on an obligation are not made on the date due even if the
applicable grace period has not expired, unless Standard & Poor's believes that
such payments will be made during such grace period. The 'D' rating also will be
used upon the filing of a bankruptcy petition or the taking of a similar action
if payments on an obligation are jeopardized.

r: This symbol is attached to the ratings of instruments with significant
noncredit risks. It highlights risks to principal or volatility of expected
returns which are not addressed in the

-17-
<PAGE>

STANDARD & POOR'S (CONT.)
r (cont.): credit rating. Examples include: obligations linked or indexed to
equities, currencies, or commodities; obligations exposed to severe prepayment
risk-such as interest-only or principal-only mortgage securities; and
obligations with unusually risky interest terms, such as inverse floaters.

N.R.: This indicates that no rating has been requested, that there is
insufficient information on which to base a rating, or that Standard & Poor's
does not rate a particular obligation as a matter of policy.

Plus (+) or Minus (-): The ratings from "AA" to "CCC" may be modified by the
addition of a plus or minus sign to show relative standing within the major
rating categories.

MOODY'S INVESTORS SERVICE, INC.
Aaa: Bonds which are rated Aaa are judged to be of the best quality. They carry
the smallest degree of investment risk and are generally referred to as "gilt
edged." Interest payments are protected by a large or by an exceptionally stable
margin and principal is secure. While the various protective elements are likely
to change, such changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues.

Aa: Bonds which are rated Aa are judged to be high quality by all standards.
Together with the Aaa group they comprise what are generally known as high-grade
bonds. They are rated lower than the best bonds because margins of protection
may not be as large as in Aaa securities or fluctuation of protective elements
may be of greater amplitude or there may be other elements present which make
the long-term risk appear somewhat larger than the Aaa securities.

A: Bonds which are rated A possess many favorable investment attributes and are
to be considered as upper-medium-grade obligations. Factors giving security to
principal and interest are considered adequate, but elements may be present
which suggest a susceptibility to impairment some time in the future.

Baa: Bonds which are rated Baa are considered as medium grade obligations (i.e.,
they are neither highly protected nor poorly secured). Interest payments and
principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.

Ba: Bonds which are rated Ba are judged to have speculative elements; their
future cannot be considered as well-assured. Often the protection of interest
and principal payments may be very moderate, and thereby not well safeguarded
during both good and bad times over the future. Uncertainty of position
characterizes bonds in this class.

B: Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.

Caa: Bonds which are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal or
interest.

Ca: Bonds which are rated Ca represent obligations which are speculative in a
high degree. Such issues are often in default or have other marked shortcomings.

C: Bonds which are rated C are the lowest rated class of bonds, and issues so
rated can be regarded as having extremely poor prospects of ever attaining any
real investment standing.

-18-
<PAGE>

MOODY'S INVESTORS SERVICE, INC. (CONT.)
Note: Moody's applies numerical modifiers 1, 2, and 3 in each generic rating
classification from Aa through Caa. The modifier 1 indicates that the obligation
ranks in the higher end of its generic rating category; the modifier 2 indicates
a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of
that generic rating category.

-19-
<PAGE>

THE DLB FUND GROUP
ONE MEMORIAL DRIVE
CAMBRIDGE, MASSACHUSETTS 02142

LEARNING MORE ABOUT THE FUND
You can learn more about the Fund in The DLB Fund Group by reading the Statement
of Additional Information (SAI). The SAI is available free upon request. The SAI
includes additional information about the Fund's investment policies, risks and
operations. The SAI is incorporated by reference into this Prospectus (which
means it is legally considered a part of this Prospectus).

HOW TO OBTAIN MORE INFORMATION
FROM THE DLB FUND GROUP: You may request information about the Fund (including
the SAI) or make shareholder inquiries by any of the following methods:

By regular mail or overnight courier
The DLB Fund Group
c/o David L. Babson & Co. Inc.
Marketing Department
Attention: The DLB Fund
Group Coordinator
One Memorial Drive
Cambridge, Massachusetts 02142

By telephone
1-888-722-2766
Call for account or Fund information
Monday through Friday 9 a.m. to 5 p.m.
(Eastern time).

By telefax
1-617-494-1511

FROM THE SEC: Information about the Fund (including the SAI) can be reviewed and
copied at the SEC's Public Reference Room in Washington, D.C. Information
regarding the operation of the SEC's Public Reference Room may be obtained by
calling the SEC at 1-202-942-8090. Reports and other information about the Fund
are available on the EDGAR database on the SEC's Internet site at
http://www.sec.gov. Investors may also make an electronic request at
[email protected] or write to: SEC, Public Reference Section, Washington, D.C.,
20549-0102. A fee will be charged for making copies.

Investment Company Act File Number 811-08690

<PAGE>

THE DLB FUND GROUP

This Prospectus offers shares of the following Funds:

o DLB FIXED INCOME FUND
seeks to achieve a high level of current income consistent with
preservation of capital through investment in a portfolio of fixed
income securities.

o DLB VALUE FUND
seeks long-term capital appreciation primarily through investment in a
portfolio of common stocks of established companies.

o DLB GROWTH FUND
seeks long-term capital and income growth through investment primarily
in common stocks.

o DLB DISCIPLINED GROWTH FUND
seeks long-term capital appreciation.

o DLB ENTERPRISE III FUND
seeks long-term capital appreciation primarily through investment in
small to medium-size companies.

o DLB MICRO CAPITALIZATION FUND
seeks long-term capital appreciation through investment primarily in
common stocks of smaller, faster-growing companies whose securities at
the time of purchase are considered by the Fund's investment manager to
be realistically valued.

o DLB GLOBAL SMALL CAPITALIZATION FUND
seeks long-term capital appreciation through investment primarily in
common stocks of foreign and domestic companies with market
capitalizations at the time of investment by the Fund of up to $1.5
billion.

o DLB STEWART IVORY INTERNATIONAL FUND
seeks long-term growth of capital through investment primarily in equity
securities of foreign companies. Income is an incidental consideration.

o DLB STEWART IVORY EMERGING MARKETS FUND
seeks long-term growth of capital primarily through equity investments
that will generally be concentrated in what the Fund's investment
subadvisor considers to be the developing markets around the world.

David L. Babson & Company Inc. (the "Manager") is the investment manager for
each of the Funds.

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THE
SHARES OF THE FUNDS OR PASSED ON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY STATEMENT TO THE CONTRARY IS A CRIME.

PROSPECTUS
April 28, 2000

<PAGE>

TABLE OF CONTENTS
About the Funds 1
DLB Fixed Income Fund 1
DLB Value Fund 5
DLB Growth Fund 8
DLB Disciplined Growth Fund 11
DLB Enterprise III Fund 14
DLB Micro Capitalization Fund 17
DLB Global Small Capitalization Fund 21
DLB Stewart Ivory International Fund 25
DLB Stewart Ivory Emerging Markets Fund 30

Descriptions of Principal Investment Risks 34

Temporary Defensive Positions 40

How the Funds Are Managed 41
The Manager 41
The Subadvisor 41
Investment Advisory Fees 41
Portfolio Managers 41
Certain Performance Information Related to Other Accounts 43

Investing in the Funds 46
How to Open an Account 46
How to Purchase Shares 46
How to Sell Shares 47
How Share Price is Determined 48
Distribution and Service (Rule 12b-1) Plans 49
Principal Underwriter 49

Distributions 50

Taxes 51

Financial Highlights 52

Appendix 60
Additional Investment Policies and Risk Considerations 60

<PAGE>
ABOUT THE FUNDS
DLB FIXED INCOME FUND

INVESTMENT OBJECTTIVE

The investment objective of the DLB Fixed Income Fund (the "Fixed Income Fund")
is to achieve a high level of current income consistent with preservation of
capital through investment in a portfolio of fixed income securities.

PRINCIPAL INVESTMENT STRATEGIES

Under normal circumstances, the Fund will invest substantially all (but no less
than 65%) of its total assets in fixed income securities.

MARKET SECTORS: The Fund invests primarily in publicly traded, domestic fixed
income securities, including U.S. Treasury and agency obligations, mortgage- and
asset-backed securities, U.S. dollar-denominated bonds of foreign issuers and
corporate debt securities. The Fund may invest in other fixed income securities,
such as Rule 144A private placements and collateralized mortgage obligations.

MATURITY & DURATION: The Fund generally will have an average dollar weighted
portfolio maturity ranging from 5 to 12 years, taking into account the average
life of mortgage and asset-backed securities. The Fund generally will have a
duration ranging from 3.5 to 7 years. The Fund's portfolio may include
securities with maturities and durations outside these ranges.

PORTFOLIO QUALITY: The Fund will invest primarily in investment grade fixed
income securities or their equivalents as determined by the Manager. An
investment grade security is any security that is rated investment grade at the
time of purchase (i.e., at least Baa as determined by Moody's Investors Service,
Inc., or BBB as determined by Standard & Poor's Ratings Services, a division of
The McGraw-Hill Companies, Inc.).

SECTOR ALLOCATION: The Manager allocates the Fund's assets among the wide array
of market sectors noted above based on its assessment of the relative value
between the sectors.

SECURITY SELECTION: In picking individual fixed income securities of
non-governmental issuers, the Manager prefers companies that possess one or more
of the following characteristics:

o Market share leader
o Established management team
o Strong discretionary cash flow
o Favorable capital structure
o Stable to growing earnings
o High levels of tangible fixed assets
o Conservative accounting

The Manager will also use economic analysis, interest rate trends, supply and
demand trends, and sector-based credit quality ratios as factors when picking
individual securities.

PRINCIPAL INVESTMENT RISKS

The Fixed Income Fund is subject to several risks, any of which could cause you
to lose money. These include:

-1-
<PAGE>

PRINCIPAL INVESTMENT RISKS (CONT.)

CREDIT RISK: Credit risk is the risk that the issuer of a fixed income security
will not be able to pay interest and principal when due. The value of a fixed
income security will generally fall if the issuer defaults on its obligation to
pay principal or interest, a rating agency downgrades the issuer's credit
rating, or other news affects the market's perception of the issuer's credit
risk. Credit risk is greater for lower quality and sovereign debt issues.

MARKET RISK: This is the risk that the price of a security or securities held by
the Fund will fall due to changing economic, political or market conditions.

MORTGAGE- AND ASSET-BACKED SECURITIES RISK: A mortgage-backed security matures
when all mortgages in the pool mature or are prepaid. Therefore, mortgage-backed
securities do not have a fixed maturity, and their expected maturities may vary
when interest rates rise or fall. When interest rates fall, prepayments on
mortgage loans increase. An increased rate of prepayments on the Fund's
mortgage-backed securities will result in an unforeseen loss of interest income
to the Fund as the Fund may be required to reinvest assets at a lower interest
rate. Because prepayments increase when interest rates fall, the prices of
mortgage-backed securities do not increase as much as other fixed income
securities when interest rates fall. When interest rates rise, prepayments on
mortgage loans are more likely to decrease. A decreased rate of prepayments
lengthens the expected maturity of a mortgage-backed security. Therefore, the
prices of mortgage-backed securities may decrease more than the prices of other
fixed income securities when interest rates rise. Asset-backed securities not
only have prepayment risks similar to mortgage-backed securities, but also have
additional risks relating to the collateral securing the contracts.

RESTRICTED SECURITIES RISK: The Fund's investments in unregistered or restricted
securities are subject to liquidity risk. This means that because there may not
be adequate supply or demand for a security, it may be harder to purchase or
sell at a satisfactory price.

FOREIGN ISSUER RISK: The securities of foreign issuers can be less liquid and
more volatile than those of U.S. issuers due to increased risk of adverse
issuer, political, regulatory, market or economic developments.

You will find a more detailed discussion of these risks, and others that may
affect your investment in the Funds, in the section entitled "Descriptions of
Principal Investment Risks," beginning on page 34.

PAST PERFORMANCE

-2-
<PAGE>

PAST PERFORMANCE (CONT.)

compares the Fund's average annual total returns over time to those of a
broad-based securities market index. AS WITH ALL MUTUAL FUNDS, PAST PERFORMANCE
IS NOT A PREDICTION OF FUTURE PERFORMANCE.

1996 1997 1998 1999
---- ---- ---- ----
3.70% 9.03% 8.04% -1.61%

Best Quarter: 3rd Quarter 1998, +4.04% Worst Quarter: 2nd Quarter 1999, -1.34%
The Fund's year-to-date return through March 31, 2000 was 2.23%

- --------------------------------------------------------------------------------
Average Annual Total Returns
For the periods ended December 31, 1999
- --------------------------------------------------------------------------------
Since Inception
1 Year 7/25/95
- --------------------------------------------------------------------------------
Fixed Income Fund -1.61% 5.63%
Lehman Brothers -0.82% 6.13%
Aggregate Bond Index
- --------------------------------------------------------------------------------

The LEHMAN BROTHERS AGGREGATE BOND INDEX, a broad-based index composed of
securities from the Lehman Brothers Government/Corporate Bond Index, Lehman
Brothers Mortgage-Backed Securities Index and Lehman Brothers Asset-Backed
Securities Index, represents an index of securities comparable to those in which
the Fund invests.

Both the chart and table assume reinvestment of dividends and distributions. The
performance results in the chart and table reflect the effects of voluntary
expense limitations in effect during the relevant periods. Without these
limitations, the Fund's returns would have been lower.

EXPENSE INFORMATION

As an investor, you pay certain fees and expenses in connection with your
investment. The table shown below describes the fees and expenses that you may
pay if you buy and hold shares of the Fund.

ANNUAL FUND OPERATING EXPENSES EXPRESSED
AS A PERCENTAGE OF AVERAGE DAILY NET ASSETS
(Expenses that are deducted from Fund assets)
Management Fees 0.40%
Distribution and Service (12b-1) Fees (1) None
Other Expenses (2) 0.39%
-----
Total Annual Fund Operating Expenses 0.79%
Fee Waiver (0.24%)
-----
Net Expenses (3) 0.55%
=====

(2) "Other Expenses" include accounting and audit fees, custodian fees, transfer
agent fees, legal fees, registration fees, printing fees and fees paid to
The DLB Fund Group's independent Trustees.

-3-
<PAGE>

EXPENSE INFORMATION (CONT.)

EXAMPLES
These examples are intended to help you compare the cost of investing in the
Fund with the cost of investing in other mutual funds.

The examples assume that you invest $10,000 in the Fund for the time periods
indicated, that your investment earns a 5% return each year and that the Fund's
operating expenses remain the same. Although your actual costs may be higher or
lower, based on these assumptions your costs would be:

1 YEAR 3 YEARS 5 YEARS 10 YEARS
$56 $228 $415 $956

-4-
<PAGE>

DLB VALUE FUND

INVESTMENT OBJECTIVE

The investment objective of the DLB Value Fund (the "Value Fund") is long-term
capital appreciation primarily through investment in a portfolio of common
stocks of established companies.

PRINCIPAL INVESTMENT STRATEGIES

Under normal circumstances, the Fund will invest substantially all (but no less
than 65%) of its total assets in common stocks.

The Fund invests primarily in undervalued stocks of established companies.
Ordinarily, these will be companies with large market capitalizations (generally
$5 billion or greater), although the Fund may invest in companies with market
capitalizations at the time of purchase of only $1 billion or greater.
Securities purchased by the Fund ordinarily are listed on national securities
exchanges or on the NASDAQ.

The Manager will select securities for investment based on its assessment of
whether the securities are likely to provide favorable capital appreciation over
the long term. The Manager will invest in common stocks of companies with an
earnings and dividend ranking of "B-" or better by Standard & Poor's, or a
financial strength rating of "B" or better by Value Line, measured at the time
of initial investment. (For a description of these ratings, see
"Appendix-Description of Stock Ratings" in the Fund's Statement of Additional
Information.) The Fund may continue to hold, and even increase its investment
in, securities that drop below these ratings after their initial purchase by the
Fund.

When investing the Fund's assets, the Manager strongly considers common stocks
whose current prices do not adequately reflect, in its opinion, the true value
of the underlying company in relation to earnings, dividends and/or assets. To
find suitable investments, the Manager screens a broad universe of potential
stocks using quantitative measures of valuation and earnings growth. After
identifying inexpensive securities (determined on a relative, rather than an
absolute, basis) that show signs of financial strength, the Manager concentrates
on basic valuation measures, including price-to-earnings ratios, price-to-book
ratios and current yields, to further narrow the field. The Manager then makes
decisions using fundamental analysis, emphasizing an issuer's historic financial
performance, balance sheet strength, management capability and competitive
position. In addition, the Manager may employ company visits and interviews with
competitors and suppliers.

The Fund's valuation characteristics are expected, under normal circumstances,
to be more favorable than those of the S&P 500 Index (i.e., lower
price-to-earnings ratio, lower price-to-book ratio and higher gross yields).

PRINCIPAL INVESTMENT RISKS

The Value Fund is subject to several risks, any of which could cause you to lose
money. These include:

MARKET RISK: This is the risk that the price of a security or securities held by
the Fund will fall due to changing economic, political or market conditions.

EQUITY SECURITIES RISK: Equity securities tend to be more volatile and riskier
than some other

-5-
<PAGE>

investment options. Equity securities may experience sudden, unpredictable drops
in value or long periods of decline in value. This may occur because of factors
affecting the securities markets generally, an entire industry or sector or a
particular company.

OUT-OF-FAVOR RISK: This is the risk of investing in unpopular stocks. Different
stocks go in and out of favor depending on market conditions. Therefore, this
Fund's performance may be better or worse than other funds with different
investment styles.

ALLOCATION RISK: The Fund will allocate its investments among various industry
sectors based on judgments made by the Manager. The Fund could miss attractive
investment opportunities by underweighting industry sectors where there are
significant returns, or could lose value overweighting industry sectors where
there are significant declines.

PAST PERFORMANCE

The bar chart below provides an indication of the risks of investing in the Fund
by showing you how the Fund's performance, measured in terms of the total return
for each full calendar year since the Fund's inception, has varied from year to
year. The table following the bar chart compares the Fund's average annual total
returns over time to those of a broad-based securities market index. AS WITH ALL
MUTUAL FUNDS, PAST PERFORMANCE IS NOT A PREDICTION OF FUTURE PERFORMANCE.

1996 1997 1998 1999
---- ---- ---- ----
23.99% 26.35% 5.25% 0.53%

Best Quarter: 1st Quarter 1998, +13.55% Worst Quarter: 3rd Quarter 1998, -17.78%
The Fund's year-to-date return through March 31, 2000 was -4.94%

- --------------------------------------------------------------------------------
Average Annual Total Returns
For the periods ended December 31, 1999
- --------------------------------------------------------------------------------
Since Inception
1 Year 7/25/95
- --------------------------------------------------------------------------------
Value Fund 0.53% 13.86%
S&P 500 Index 21.04% 26.03%
S&P 500 / Barra 12.72% 20.14%
Large Cap Value Index
- --------------------------------------------------------------------------------

Standard & Poor's 500 Index (S&P 500 Index) is a broad-based index of common
stocks frequently used as a general measure of stock market performance.

-6-
<PAGE>

PAST PERFORMANCE (CONT.)

The S&P 500 / Barra Large Cap Value Index is an unmanaged index of those common
stocks that have the lowest price-to-book ratios comprising half of the
aggregate market capitalization of the S&P 500 Index.

Both the chart and table assume reinvestment of dividends and distributions. The
performance results in the chart and table reflect the effects of voluntary
expense limitations in effect prior to 1999. Without these limitations, the
Fund's returns would have been lower.

EXPENSE INFORMATION

As an investor, you pay certain fees and expenses in connection with your
investment. The table shown below describes the fees and expenses that you may
pay if you buy and hold shares of the Fund.

ANNUAL FUND OPERATING EXPENSES EXPRESSED
AS A PERCENTAGE OF AVERAGE DAILY NET ASSETS
(Expenses that are deducted from Fund assets)
Management Fees 0.55%
Distribution and Service (12b-1) Fees (1) None
Other Expenses (2) 0.19%
-----
Total Annual Fund Operating Expenses 0.74%
=====

(2) "Other Expenses" include accounting and audit fees, custodian fees, transfer
agent fees, legal fees, registration fees, printing fees and fees paid to
The DLB Fund Group's independent Trustees.

EXAMPLES
These examples are intended to help you compare the cost of investing in the
Fund with the cost of investing in other mutual funds.

1 Year 3 Years 5 Years 10 Years
$76 $237 $411 $918

Since the Fund does not impose any shareholder fees, the figures shown would be
the same whether or not you redeemed your shares at the end of a period.

-7-
<PAGE>

DLB GROWTH FUND

INVESTMENT OBJECTIVE

The investment objective of the DLB Growth Fund (the "Growth Fund") is long-term
capital and income growth through investment primarily in common stocks. Current
yield is secondary to the long-term growth objective.

PRINCIPAL INVESTMENT STRATEGIES

Under normal circumstances, substantially all (but no less than 65%) of the
Fund's total assets will be invested in common stocks.

The Fund believes the true value of a company's stock is determined by its
earning power, its dividend-paying ability and, in many cases, its assets.
Consequently, the Fund will seek its objective by remaining substantially fully
invested in the common stocks of progressive, well managed companies in growing
industries that have demonstrated both a consistent and an above-average ability
to increase their earnings and dividends and that have favorable prospects of
sustaining such growth. The Fund's investable universe primarily includes
medium- and large-size companies. The Fund considers medium-size companies to be
those with market capitalizations ranging from $1 billion to $10 billion and
large-size companies to be those with market capitalizations over $10 billion.

To find suitable investments, the Manager first uses database screening to
narrow the Fund's investment universe, based on a company's historic level of
revenue, cash flow and earnings growth. Next, the Manager uses a quantitative
model to sort stocks based on revisions to analysts' earnings estimates and
valuation analysis. The Manager believes that revisions to analysts' earnings
estimates form trends that affect a stock's price. For example, rising earnings
estimates generally reflect a potential share price increase. Valuation analysis
helps to identify stocks with low relative price-to- earnings ratios, which, on
average, tend to outperform stocks with higher price-to-earnings ratios. In the
third and most important step of the process, the Manager conducts fundamental
analysis on the top companies from the output of the earlier analyses,
researching the companies and their managements, competitors and suppliers. As a
result of this analysis, the Manager selects what it believes to be the best
companies for the Fund's portfolio.

PRINCIPAL INVESTMENT RISKS

The Growth Fund is subject to several risks, any of which could cause you to
lose money. These include:

MARKET RISK: This is the risk that the price of a security or securities held by
the Fund will fall due to changing economic, political or market conditions.

EQUITY SECURITIES RISK: Equity securities tend to be more volatile and riskier
than some other investment options. Equity securities may experience sudden,
unpredictable drops in value or long periods of decline in value. This may occur
because of factors affecting the securities markets generally, an entire
industry or sector or a particular company.

-8-
<PAGE>

PRINCIPAL INVESTMENT RISKS (CONT.)

Non-Diversification Risk: Because the Fund may invest its assets in a small
number of issuers, the Fund is more susceptible than a diversified fund to any
economic, political or regulatory event adversely affecting a particular issuer.

Allocation Risk: The Fund will allocate its investments among various industry
sectors based on judgments made by the Manager. The Fund could miss attractive
investment opportunities by underweighting industry sectors where there are
significant returns, or could lose value overweighting industry sectors where
there are significant declines.

PAST PERFORMANCE

The information provided below provides some indication of the risks of
investing in the Fund by comparing the Fund's average annual total returns over
time to those of a broad-based securities market index and to those of an index
of securities comparable to those in which the Fund invests. AS WITH ALL MUTUAL
FUNDS, PAST PERFORMANCE IS NOT A PREDICTION OF FUTURE PERFORMANCE.

1999
----
13.13%

Best Quarter: 4th Quarter 1999, +17.82% Worst Quarter: 3rd Quarter 1999, -6.46%
The Fund's year-to-date return through March 31, 2000 was 16.38%

- --------------------------------------------------------------------------------
Average Annual Total Returns
For the periods ended December 31, 1999
- --------------------------------------------------------------------------------
Since Inception
1 Year 1/20/98
- --------------------------------------------------------------------------------
Growth Fund 13.13% 21.93%
S&P 500 Index 21.04% 24.20%
Russell 1000
Growth Index 33.16% 34.52%
- --------------------------------------------------------------------------------

STANDARD & POOR'S 500 INDEX (S&P 500 INDEX) is a broad-based index of common
stocks frequently used as a general measure of stock market performance.

The RUSSELL 1000 GROWTH INDEX is an unmanaged index that contains those stocks
with a greater than average growth orientation among the stocks of the 1,000
largest U.S. companies based on total market capitalization. Securities in this
index tend to exhibit higher price-to-book ratios and higher forecasted growth
than the value universe.

Both the chart and table assume reinvestment of dividends and distributions. The
performance for the "since inception" period shown in the table reflects the
effects of voluntary expense limitations in effect prior to 1999. Without these
limitations, the Fund's returns would have been lower.

-9-
<PAGE>

EXPENSE INFORMATION

As an investor, you pay certain fees and expenses in connection with your
investment. The table shown below describes the fees and expenses that you may
pay if you buy and hold shares of the Fund.

ANNUAL FUND OPERATING EXPENSES EXPRESSED
AS A PERCENTAGE OF AVERAGE DAILY NET ASSETS
(Expenses that are deducted from Fund assets)
Management Fees 0.55%
Distribution and Service (12b-1) Fees (1) None
Other Expenses (2) 0.13%
-----
Total Annual Fund Operating Expenses 0.68%
=====

(2) "Other Expenses" include accounting and audit fees, custodian fees, transfer
agent fees, legal fees, registration fees, printing fees and fees paid to
The DLB Fund Group's independent Trustees.

EXAMPLES
These examples are intended to help you compare the cost of investing in the
Fund with the cost of investing in other mutual funds.

1 YEAR 3 YEARS 5 YEARS 10 YEARS
$69 $218 $379 $847

Since the Fund does not impose any shareholder fees, the figures shown would be
the same whether or not you redeemed your shares at the end of a period.

-10-
<PAGE>

DLB DISCIPLINED GROWTH FUND

INVESTMENT OBJECTIVE

The investment objective of the DLB Disciplined Growth Fund (the "Disciplined
Growth Fund") is long-term capital appreciation. The DLB Disciplined Growth Fund
was formerly known as the DLB Quantitative Equity Fund.

PRINCIPAL INVESTMENT STRATEGIES

Under normal market conditions, the Fund will invest substantially all (but no
less than 65%) of its total assets in common stocks and other equity securities.
The Fund uses a proprietary analysis of market factors to guide investments
primarily in common stocks of companies with medium and large capitalizations.

The Manager believes that a disciplined investment strategy based predominantly
on quantitative factors can exploit systematic mispricings in the securities
markets. The Manager seeks to exploit these mispricings by constructing a
portfolio using a proprietary analytical model. This analytical model uses a
two-part quantitative analysis, involving revisions to analysts' earnings
estimates and valuation analysis, to identify companies with the strongest signs
of earnings growth and the most attractive valuation. The Manager believes that
revisions to analysts' earnings estimates form trends that affect a stock's
price. For example, rising earnings estimates generally reflect a potential
share price increase. Valuation analysis helps to identify stocks with low
relative price-to-earnings ratios, which, on average, tend to outperform stocks
with higher price-to-earnings ratios. The Manager then selects securities for
the Fund based on these analyses, with weight also given to the impact of
transaction costs and the portfolio's overall characteristics, including sector
weightings, beta (volatility), market capitalization, yield and liquidity.

The Fund's characteristics, such as capitalization, yield, sector weight and
beta, are expected, under normal circumstances, to approximate those of the
Russell 1000 Growth Index.

PRINCIPAL INVESTMENT RISKS

The Disciplined Growth Fund is subject to several risks, any of which could
cause you to lose money. These include:

MARKET RISK: This is the risk that the price of a security or securities held by
the Fund will fall due to changing economic, political or market conditions.

-11-
<PAGE>

PRINCIPAL INVESTMENT RISKS(CONT.)

more sensitive to changing market conditions than larger companies in more
established industries. Small companies often have limited product lines and
financial resources and less experienced management. Also, because they may have
fewer securities outstanding and the frequency and volume of trading may be
less, these securities may be less liquid than securities of larger companies.
Consequently, their securities may be more volatile and have returns that vary,
sometimes significantly, from the overall stock market.

PAST PERFORMANCE

The bar chart below provides an indication of the risks of investing in the Fund
by showing you how the Fund's performance, measured in terms of the total return
for each full calendar year since the Fund's inception, has varied from year to
year. The table following the bar chart compares the Fund's average annual total
returns over time to those of a broad-based securities market index and to those
of an index of securities comparable to those in which the Fund invests. AS WITH
ALL MUTUAL FUNDS, PAST PERFORMANCE IS NOT A PREDICTION OF FUTURE PERFORMANCE.

1997 1998 1999
---- ---- ----
32.23% 25.76% 21.35%

Best Quarter: 4th Quarter 1998, +23.85% Worst Quarter: 3rd Quarter 1998, -15.77%
The Fund's year-to-date return through March 31, 2000 was 10.88%

- --------------------------------------------------------------------------------
Average Annual Total Returns
For the periods ended December 31, 1999
- --------------------------------------------------------------------------------
Since Inception
1 Year 8/26/96
- --------------------------------------------------------------------------------
Disciplined Growth Fund 21.35% 29.06%
S&P 500 Index 21.04% 28.15%
Russell 1000 Growth Index 33.16% 33.69%
- --------------------------------------------------------------------------------

STANDARD & POOR'S 500 INDEX (S&P 500 INDEX) is a broad-based index of common
stocks frequently used as a general measure of stock market performance.

-12-
<PAGE>

EXPENSE INFORMATION

As an investor, you pay certain fees and expenses in connection with your
investment. The table shown below describes the fees and expenses that you may
pay if you buy and hold shares of the Fund.

ANNUAL FUND OPERATING EXPENSES EXPRESSED
AS A PERCENTAGE OF AVERAGE DAILY NET ASSETS
(Expenses that are deducted from Fund assets)
Management Fees 0.75%
Distribution and Service (12b-1) Fees (1) None
Other Expenses (2) 0.34%
-----
Total Annual Fund Operating Expenses 1.09%
Fee Waiver (0.19%)
-----
Net Expenses (3) 0.90%
=====

(2) "Other Expenses" include accounting and audit fees, custodian fees, transfer
agent fees, legal fees, registration fees, printing fees and fees paid to
The DLB Fund Group's independent Trustees.

EXAMPLES
These examples are intended to help you compare the cost of investing in the
Fund with the cost of investing in other mutual funds.

1 Year 3 Years 5 Years 10 Years
$92 $328 $582 $1,312

-13-
<PAGE>
DLB ENTERPRISE III FUND

INVESTMENT OBJECTIVE

The investment objective of the DLB Enterprise III Fund (the "Enterprise III
Fund") is long-term capital appreciation primarily through investment in small
to medium-size companies. AT THE TIME OF INVESTMENT BY THE FUND, EACH OF THESE
COMPANIES WILL HAVE A MARKET CAPITALIZATION BETWEEN $400 MILLION AND $2 BILLION.
THE DLB ENTREPRISE III FUND WAS FORMERLY KNOWN AS THE DLB MID CAPITALIZATION
FUND.

PRINCIPAL INVESTMENT STRATEGIES

MARKET CAPITALIZATION: Under normal circumstances, the Fund will invest
substantially all (but no less than 65%) of its total assets in the common
stocks of companies that have a market capitalization between $400 million and
$2 billion at the time of investment.

SECURITY SELECTION: In selecting securities for investment, the Manager strongly
considers common stocks of those companies that satisfy the Fund's market
capitalization criteria and whose current prices do not adequately reflect, in
the Manager's opinion, the ongoing business value of the underlying companies.

Using a core value investment strategy, the Manager finds companies that are out
of favor with investors. The Fund's investment strategy focuses on bottom-up
stock-picking using fundamental analysis, rather than market or economic
forecasts. More specifically, the Fund invests in companies that the Manager
believes possess one or more of the following characteristics:

o Strong financials
o Proven products or services
o Dominant market share
o Sustainable competitive advantage
o Attractive valuation
o Potential for improving margins
o Potential for accelerating earnings

PRINCIPAL INVESTMENT RISKS

The Enterprise III Fund is subject to several risks, any of which could cause
you to lose money. These include:

MARKET RISK: This is the risk that the price of a security or securities held by
the Fund will fall due to changing economic, political or market conditions.

-14-
<PAGE>

PRINCIPAL INVESTMENT RISKS(CONT.)

than larger companies in more established industries. Small companies often have
limited product lines and financial resources and less experienced management.
Also, because they may have fewer securities outstanding and the frequency and
volume of trading may be less, these securities may be less liquid than
securities of larger companies. Consequently, their securities may be more
volatile and have returns that vary, sometimes significantly, from the overall
stock market.

PAST PERFORMANCE

The bar chart below provides an indication of the risks of investing in the Fund
by showing you how the Fund's performance, measured in terms of the total return
for each full calendar year since the Fund's inception, has varied from year to
year. The table following the bar chart compares the Fund's average annual total
returns over time to those of a broad-based securities market index and to those
of an index of securities comparable to those in which the Fund invests. AS WITH
ALL MUTUAL FUNDS, PAST PERFORMANCE IS NOT A PREDICTION OF FUTURE PERFORMANCE.

1996 1997 1998 1999
---- ---- ---- ----
14.75% 32.95% -8.63% -8.08%

Best Quarter: 2nd Quarter 1999, +17.55% Worst Quarter: 3rd Quarter 1998, -18.30%
The Fund's year-to-date return through March 31, 2000 was -6.02%

- --------------------------------------------------------------------------------
Average Annual Total Returns
For the periods ended December 31, 1999
- --------------------------------------------------------------------------------
Since Inception
1 Year 7/25/95
- --------------------------------------------------------------------------------
Enterprise III Fund -8.08% 7.76%
Russell 2500 Index 24.15% 16.54%
Russell 2000 Index 21.26% 14.22%
Russell 2000 Value Index -1.49% 11.05%
- --------------------------------------------------------------------------------

In past years, the Fund has compared its returns to those of the Russell 2500
Index. In future Prospectuses, the Fund will compare its return to those of the
Russell 2000 Index and the Russell 2000 Value Index. The reason for this change
is that while the market capitalization of the companies included in the Russell
2500 Index has increased since inception, the Fund's investment policy continues
to require the Fund to invest in companies with market capitalizations between
$400 million and $2 billion at the time of investment by the Fund. As a result,
the Fund believes that the Russell 2000 Index and the Russell 2000 Value Index,
which

-15-
<PAGE>

PAST PERFORMANCE(CONT.)

have a lower weighted market capitalization than the Russell 2500 Index, provide
a more appropriate comparison based on market capitalization.

The RUSSELL 2500 INDEX is a broad-based index that measures the smallest 2500
companies in the Russell 3000 Index, representing approximately 17% of the
Russell 3000 total market capitalization.

The RUSSELL 2000 INDEX is a broad-based index that consists of the 2000 smallest
securities in the Russell 3000 Index, representing approximately 8% of the
Russell 3000 total market capitalization. This index is a commonly used measure
of the stock performance of small and medium-size companies in the United
States.

The RUSSELL 2000 VALUE INDEX is an unmanaged index that measures the performance
of those Russell 2000 companies with lower price-to-book ratios and lower
forecasted growth values.

EXPENSE INFORMATION

As an investor, you pay certain fees and expenses in connection with your
investment. The table shown below describes the fees and expenses that you may
pay if you buy and hold shares of the Fund.

ANNUAL FUND OPERATING EXPENSES EXPRESSED
AS A PERCENTAGE OF AVERAGE DAILY NET ASSETS
(Expenses that are deducted from Fund assets)
Management Fees 0.60%
Distribution and Service (12b-1) Fees (1) None
Other Expenses (2) 0.40%
-----
Total Annual Fund Operating Expenses 1.00%
Fee Waiver (0.10%)
-----
Net Expenses (3) 0.90%
=====

(2) "Other Expenses" include accounting and audit fees, custodian fees, transfer
agent fees, legal fees, registration fees, printing fees and fees paid to
The DLB Fund Group's independent Trustees.

1 Year 3 Years 5 Years 10 Years
$92 $308 $543 $1,216

-16-
<PAGE>

DLB MICRO CAPITALIZATION FUND

The investment objective of the DLB Micro Capitalization Fund (the "Micro Cap
Fund") is long-term capital appreciation through investment primarily in common
stocks of smaller, faster-growing companies whose securities at the time of
purchase are considered by the Manager to be realistically valued.

PRINCIPAL INVESTMENT STRATEGIES

Under normal circumstances, the Fund will invest substantially all (but no less
than 65%) of its total assets in common stocks. The Fund generally intends to
invest in stocks of smaller companies with market capitalizations of $10 million
to $250 million ("micro cap companies") at the time of purchase that are listed
on a national or regional exchange or traded over-the-counter with prices quoted
daily in the financial press. The Manager will select investments for the Fund
based on its assessment of whether the securities are likely to provide
favorable capital appreciation over the long term.

The Manager believes that there are persistent stock price inefficiencies in the
market for stocks of smaller companies. As a result of limited coverage and
ownership, smaller company stocks frequently trade at significant discounts from
their intrinsic value. The Manager will seek to identify companies that are
mispriced as compared with their expected earnings stream.

Although the Fund's investment process emphasizes fundamental analysis, the
Manager first uses computer screening and industry sources to narrow the Fund's
investment universe. The Manager screens these candidates by looking for further
signs of quality and growth, such as revenue and earnings per share growth. The
Manager then makes decisions using fundamental analysis on stocks that come
through its initial screens, emphasizing an issuer's historic financial
performance, balance sheet strength, management capability, profitability and
competitive position. Specifically, the Manager looks for the following
characteristics:

o Sustainable competitive advantage
o Strong management
o Long product cycles
o Pricing flexibility
o Small size as a competitive advantage
o High sustained return on investment
o Above-average earnings per share growth
o Attractive valuation

Out of this analysis, the Manager selects what it believes to be the best
companies for the Fund's portfolio.

The Fund may purchase stocks in initial public offerings ("IPOs") and may sell
such securities without regard to how long the Fund has held the securities. The
market capitalizations of the companies whose securities the Fund purchases in
IPOs may be outside the Fund's market capitalization range stated above.

The Fund is designed to be an investment vehicle for that part of your capital
which can appropriately be exposed to above-average risk.

PRINCIPAL INVESTMENT RISKS

-17-
<PAGE>

PRINCIPAL INVESTMENT RISKS(CONT.)

The Micro Cap Fund is subject to several risks, any of which could cause you to
lose money. These include:

MARKET RISK: This is the risk that the price of a security or securities held by
the Fund will fall due to changing economic, political or market conditions.

SMALL COMPANY RISK: Investing in securities of small companies may involve
greater risk than investing in more established companies. Often, small
companies and the industries in which they are focused are still evolving, and
they are more sensitive to changing market conditions than larger companies in
more established industries. Small companies often have limited product lines
and financial resources and less experienced management. Also, because they may
have fewer securities outstanding and the frequency and volume of trading may be
less, these securities may be less liquid than securities of larger companies.
Consequently, their securities may be more volatile and have returns that vary,
sometimes significantly, from the overall stock market.

EMERGING GROWTH COMPANIES RISK: Investments in emerging growth companies may be
subject to more abrupt or erratic market movements and may involve greater risks
than investments in other companies. Emerging growth companies often have
limited product lines, markets and financial resources and may depend on
management by one or a few key individuals. The shares of emerging growth
companies may also suffer steeper than average price declines after
disappointing earnings reports and are more difficult to sell at satisfactory
prices.

PAST PERFORMANCE

-18-
<PAGE>

1999
----
13.81%

Best Quarter: 2nd Quarter 1999, +21.58% Worst Quarter: 1st Quarter 1999, -10.10%
The Fund's year-to-date return through March 31, 2000 was 20.64%

- --------------------------------------------------------------------------------
Average Annual Total Returns
For the periods ended December 31, 1999
- --------------------------------------------------------------------------------
Since Inception
1 Year 7/20/98
- --------------------------------------------------------------------------------
Micro Cap Fund 13.81% -1.35%
Russell 2000 Index 21.26% 7.48%
Russell 2000 Value Index -1.49% -8.21%
- --------------------------------------------------------------------------------

The Russell 2000 Index is a broad-based index that consists of the 2000 smallest
securities in the Russell 3000 Index, representing approximately 8% of the
Russell 3000 total market capitalization. This index is a commonly used measure
of the stock performance of small and medium-size companies in the United
States.

The Russell 2000 Value Index is an unmanaged index that measures the performance
of those Russell 2000 companies with lower price-to-book ratios and lower
forecasted growth values.

EXPENSE INFORMATION

ANNUAL FUND OPERATING EXPENSES EXPRESSED
AS A PERCENTAGE OF AVERAGE DAILY NET ASSETS
(Expenses that are deducted from Fund assets)
Management Fees 1.00%
Distribution and Service (12b-1) Fees (1) None
Other Expenses (2) .51%
-----
Total Annual Fund Operating Expenses 1.51%
Fee Waiver (0.21%)
-----
Net Expenses (3) 1.30%
=====

(2) "Other Expenses" include accounting and audit fees, custodian fees, transfer
agent fees, legal fees, registration fees, printing fees and fees paid to
The DLB Fund Group's independent Trustees.

-19-
<PAGE>

EXPENSE INFORMATION(CONT.)

EXAMPLES
These examples are intended to help you compare the cost of investing in the
Fund with the cost of investing in other mutual funds.

1 Year 3 Years 5 Years 10 Years
$132 $457 $804 $1,784

-20-
<PAGE>

DLB GLOBAL SMALL CAPITALIZATION FUND

INVESTMENT OBJECTIVE

The investment objective of the DLB Global Small Capitalization Fund (the
"Global Small Cap Fund") is long-term capital appreciation through investment
primarily in common stocks of foreign and domestic companies with market
capitalizations at the time of purchase of up to $1.5 billion ("small cap
companies").

PRINCIPAL INVESTMENT STRATEGIES

Under normal circumstances, the Fund will invest substantially all (but no less
than 65%) of its total assets in common stocks of domestic and foreign small cap
companies.The Fund normally expects to invest approximately 40-60% of its assets
outside the United States and the remaining 60-40% of its assets inside the
United States.

The Manager is responsible for the Fund's domestic investments, while the
Subadvisor, Babson-Stewart Ivory International, is responsible for the Fund's
international investments. The Fund will invest only in exchange-traded
securities and securities traded through established over-the-counter trading
systems that the Manager or the Subadvisor believes provide comparable liquidity
to exchange-traded securities. The Fund may invest up to 15% of its assets in
the emerging markets in Asia, Latin America, the Middle East, Southern Europe,
Eastern Europe (including the former Soviet Union) and Africa.

The Manager selects domestic investments for the Fund generally based on value
factors, while the Subadvisor selects foreign investments for the Fund generally
based on growth factors.

DOMESTIC INVESTMENTS: To select domestic stocks for the Fund, the Manager seeks
small cap companies that are out of favor with investors. The Fund's domestic
investment strategy focuses on bottom-up stock-picking, using fundamental
analysis rather than making market or economic forecasts. More specifically, the
Fund invests in companies that the Manager believes possess one or more of the
following characteristics:

o Strong financials
o Proven track record
o Dominant market share
o Sustainable competitive advantage
o Attractive valuation
o Potential for improving margins
o Potential for accelerating earnings

FOREIGN INVESTMENTS: For the Fund's overseas investments, the Subadvisor, using
a bottom-up stock selection strategy, focuses on companies with high growth
potential. Fundamental analysis identifies companies with above-average earnings
growth, high profitability and cash flow and strong management. To find
attractive prospects, the Subadvisor uses in-depth financial analysis and
on-site visits, in addition to evaluating currency and political issues that
might impact a company's profitability. While growth is the primary focus of the
Fund's international investments, the Subadvisor also looks to valuation
measures, such as price-to-earnings and price-to-book ratios, to make sure that
a stock is reasonably priced before buying it for the Fund.

PRINCIPAL INVESTMENT RISKS

There is no guarantee that the Fund will achieve its objective, and you could
lose money on your investment. Furthermore, the Manager and the Subadvisor,
despite using various investment and risk analysis techniques, may not achieve
the results expected from an investment in the Fund.

The Global Small Cap Fund is subject to several risks, any of which could cause
you to lose money. These include:

-21-
<PAGE>

PRINCIPAL INVESTMENT RISKS (CONT.)

MARKET RISK: This is the risk that the price of a security or securities held by
the Fund will fall due to changing economic, political or market conditions.

FOREIGN CURRENCY RISK: This is the risk that the value of dividends or interest
paid by foreign securities, or the value of the securities themselves, may fall
if currency exchange rates change.

FOREIGN EMERGING MARKETS RISK: Emerging countries are subject to serious, and
potentially continuing, economic, social and political problems or instability.
Stock markets in many emerging countries are poorly regulated, relatively small,
expensive and risky. Foreigners are often limited in their ability to invest in,
and withdraw assets from, these markets. Additional regulatory restrictions may
be imposed on foreign investors under emergency conditions. Risks generally
associated with foreign securities and currencies also apply, often to a greater
extent.

ALLOCATION RISK: The Fund will allocate its investments among various industry
sectors and countries based on judgments made by the Manager or Subadvisor. The
Fund could miss attractive investment opportunities by underweighting sectors or
countries where there are significant returns, or could lose value overweighting
sectors or countries where there are significant declines.

-22-
<PAGE>

PRINCIPAL INVESTMENT RISKS (CONT.)

FORWARD FOREIGN CURRENCY CONTRACTS RISK: Although the Fund's general approach is
to leave currency exposure unhedged, the Fund may engage in forward foreign
currency transactions in order to facilitate settlement of a Fund's transaction
or to reduce the risk to the Fund from adverse changes in the relationship
between the U.S. dollar and foreign currencies. Unanticipated changes in
currency prices may result in overall poorer performance for the Fund than if it
had not engaged in forward foreign currency exchange contracts. Because forward
contracts are agreements between parties, there is also some credit risk
associated with using forward foreign currency contracts.

PAST PERFORMANCE

The bar chart below provides an indication of the risks of investing in the Fund
by showing you how the Fund's performance, measured in terms of the total return
for each full calendar year since the Fund's inception, has varied from year to
year. The table following the bar chart compares the Fund's average annual total
returns over time to those of two broad-based securities market indices and to
those of an index of securities comparable to those in which the Fund invests.
AS WITH ALL MUTUAL FUNDS, PAST PERFORMANCE IS NOT A PREDICTION OF FUTURE
PERFORMANCE.

1996 1997 1998 1999
---- ---- ---- ----
9.85% 4.66% 3.73% 23.38%

Best Quarter: 2nd Quarter 1999, +15.56% Worst Quarter: 3rd Quarter 1998, -17.24%
The Fund's year-to-date return through March 31, 2000 was 2.68%

- --------------------------------------------------------------------------------
Average Annual Total Returns
For the periods ended December 31, 1999
- --------------------------------------------------------------------------------
Since Inception
1 Year 7/19/95
- --------------------------------------------------------------------------------
Global Small Cap Fund 23.38% 9.92%
Salomon Brothers EMI, 23.48% 8.20%
ex-U.S.
Russell 2500 Index 24.15% 17.26%
Combined Index 20.72% 13.44%
- --------------------------------------------------------------------------------

The SALOMON BROTHERS EXTENDED MARKET INDEX (EMI), EX-U.S., is a broad-based
index that represents the bottom 20% of the cumulative available market capital
of the Salomon Brothers Broad Market Index outside the United States. The
Salomon Brothers Broad Market Index fully represents the universe of
institutionally available global stocks. All companies with an available market
capitalization of greater than U.S. $100 million are included in the index.

The RUSSELL 2500 INDEX is a broad-based index that consists of the 500 smallest
securities in the Russell 1000 Index and all 2000 securities in the Russell 2000
Index, representing approximately 17% of the Russell 3000 total market
capitalization. This index is a commonly used measure of medium and small stock
performance in the United States.

The COMBINED INDEX is a composite of the Salomon Brothers EMI, ex-U.S. Index,
and the

-23-
<PAGE>

Russell 2500 Index, weighted in each (monthly) period to reflect the proportions
of the Fund's assets invested in international and domestic securities,
respectively, during the period. The Fund calculates the Combined Index solely
for the purpose of presenting an "index" that resembles the Fund's mix of
domestic and foreign investments.

EXPENSE INFORMATION

As an investor, you pay certain fees and expenses in connection with your
investment. The table shown below describes the fees and expenses that you may
pay if you buy and hold shares of the Fund.

ANNUAL FUND OPERATING EXPENSES EXPRESSED
AS A PERCENTAGE OF AVERAGE DAILY NET ASSETS
(Expenses that are deducted from Fund assets)
Management Fees 1.00%
Distribution and Service (12b-1) Fees (1) None
Other Expenses (2) 1.03%
-----
Total Annual Fund Operating Expenses 2.03%
Fee Waiver (0.53%)
-----
Net Expenses (3) 1.50%
=====

(2) "Other Expenses" include accounting and audit fees, custodian fees, transfer
agent fees, legal fees, registration fees, printing fees and fees paid to
The DLB Fund Group's independent Trustees.

EXAMPLES
These examples are intended to help you compare the cost of investing in the
Fund with the cost of investing in other mutual funds.

1 YEAR 3 YEARS 5 YEARS 10 YEARS
$153 $585 $1,044 $2,316

-24-
<PAGE>

DLB STEWART IVORY INTERNATIONAL FUND

INVESTMENT OBJECTIVE

The investment objective of the DLB Stewart Ivory International Fund (the
"International Fund") is long-term growth of capital through investment
primarily in equity securities of foreign companies. Income is an incidental
consideration.

PRINCIPAL INVESTMENT STRATEGIES

WHERE THE FUND INVESTS: Under normal conditions, the Fund expects to invest
substantially all (but no less than 65%) of its assets in equity securities of
companies that:

o are domiciled outside the Untied States;

o have their primary business carried on outside the United States; or

o have their principal securities trading market outside the United States.

The Fund will look to such factors as location of a company's assets, personnel,
sales and earnings to determine whether that company's primary business is
carried on outside the United States.

In addition to common stocks, the Fund may buy preferred stocks, convertible
securities and other securities having equity features when the Subadvisor,
Babson-Stewart Ivory International, believes the potential for appreciation will
equal or exceed that available from investments in common stocks.

INVESTMENT APPROACH: In pursuing its investment objectives, the Fund invests in
companies that the Subadvisor believes will benefit from:

o global economic trends;

o promising technologies or products; and

o specific country opportunities resulting from changing geopolitical,
currency or economic relationships.

These companies generally are established companies whose securities are listed
on a foreign exchange (although the Fund is permitted to buy securities traded
over-the-counter).

To identify attractive investments, the Subadvisor uses a bottom-up stock
selection strategy. While the Subadvisor considers stock selection the key to
successful investment, cultural, economic, political and thematic factors play a
significant role in the Fund's asset allocation process.

The Fund anticipates that its investments will be spread broadly around the
world and will include companies of varying sizes as measured by assets, sales
or capitalization.

CURRENCY HEDGING POLICY: The Fund's general approach is to leave currency
exposure unhedged. The Subadvisor considers currency outlook when determining
the Fund's geographical diversification. Derivatives are not used, nor is
currency exposure actively managed, to seek enhancements to investment returns.
The Fund may purchase foreign currencies or engage in forward foreign currency
transactions in order to expedite settlement of portfolio transactions. In
exceptional circumstances, the Fund may use forward foreign currency exchange
contracts or other currency transactions to protect a position if fundamental or
technical analysis suggests that is necessary.

PRINCIPAL INVESTMENT RISKS

There is no guarantee that the Fund will achieve its objective, and you could
lose money on your investment. Furthermore, the Subadvisor, despite using
various investment and risk

-25-
<PAGE>

PRINCIPAL INVESTMENT RISKS (CONT.)

analysis techniques, may not achieve the results expected from an investment in
the Fund.

The International Fund is subject to several risks, any of which could cause you
to lose money. These include:

MARKET RISK: This is the risk that the price of a security or securities held by
the Fund will fall due to changing economic, political or market conditions.

FOREIGN CURRENCY RISK: This is the risk that the value of dividends or interest
paid by foreign securities, or the value of the securities themselves, may fall
if currency exchange rates change.

ALLOCATION RISK: The Fund will allocate its investments among various industry
sectors and countries based on judgments made by the Subadvisor. The Fund could
miss attractive investment opportunities by underweighting industry sectors or
countries where there are significant returns, or could lose value overweighting
industry sectors or countries where there are significant declines.

TAX RISK: Investors in this Fund may be subject to significant tax liabilities
arising from gains that arose in the Fund prior to their investment, but were
recognized thereafter because of a change in the Fund's corporate form.

-26-
<PAGE>

PRINCIPAL INVESTMENT RISKS (CONT.)

financial resources and may depend on management by one or a few key
individuals. The shares of emerging growth companies may also suffer steeper
than average price declines after disappointing earnings reports and are more
difficult to sell at satisfactory prices.

PAST PERFORMANCE

The bar chart below provides an indication of the risks of investing in the Fund
by showing you how the Fund's performance, measured in terms of the total return
for each full calendar year since the inception of the Fund's predecessor, has
varied from year-to-year. The table following the bar chart compares the Fund's
average annual total returns over time to those of a broad-based securities
market index.

The Fund commenced operations on November 1, 1999 upon the Fund's predecessor,
Babson-Stewart Ivory International Limited Partnership III (the "Limited
Partnership"), transferring all of its assets to the Fund on that date in a tax
free transaction. The performance shown in the bar chart and table below
includes the performance results of the Limited Partnership for the period prior
to the Fund's commencement of operations. In each case, the performance of the
Limited Partnership has been adjusted to give effect to the estimated fees and
expenses of the International Fund (without giving effect to any expense waivers
or reimbursements) during the fiscal year ending October 31, 2000.

Although the Limited Partnership operated with investment objectives, policies
and guidelines that were substantially the same as those of the Fund, the
Limited Partnership, unlike the Fund, was not registered under the Investment
Company Act of 1940 and therefore was not subject to certain investment
limitations, diversification requirements, and other restrictions imposed by
that Act. In addition, the Limited Partnership was not subject to Subchapter M
of the Internal Revenue Code, which imposes certain limitations on the
investment operations of the Fund. If the Limited Partnership had been
registered under the 1940 Act and subject to Subchapter M of the Code, its
performance might have been lower.

As with all mutual funds, past performance is not a prediction of future
performance.

-27-
<PAGE>

PAST PERFORMANCE(CONT.)

1994 1995 1996 1997 1998 1999
---- ---- ---- ---- ---- ----
-1.88% 7.66% 12.06% 2.49% 15.80% 31.88%

Best Quarter: 4th Quarter 1999, +21.23% Worst Quarter: 3rd Quarter 1998, -12.50%
The Fund's year-to-date return through March 31, 2000 was 3.76%

- --------------------------------------------------------------------------------
Average Annual Total Returns
For the periods ended December 31, 1999
- --------------------------------------------------------------------------------
Since Inception
1 Year 5 Years 5/1/93
- --------------------------------------------------------------------------------
International Fund
(and predecessor
Limited Partnership) 31.88% 13.56% 11.70%
MSCI EAFE Index 27.30% 13.15% 12.33%
- --------------------------------------------------------------------------------

THE MORGAN STANLEY CAPITAL INTERNATIONAL EUROPE, AUSTRALASIA, FAR EAST INDEX
(MSCI EAFE) is a broad-based index that is composed of approximately 1,000
stocks traded on 20 stock exchanges from around the world.

Both the chart and table assume reinvestment of dividends and distributions. The
Fund's year-to-date return stated under the bar chart reflects the effects of
voluntary expense limitations during the period. Without these limitations, the
Fund's return would have been lower.

EXPENSE INFORMATION

As an investor, you pay certain fees and expenses in connection with your
investment. The table shown below describes the fees and expenses that you may
pay if you buy and hold shares of the Fund.

SHAREHOLDER FEES
(Fees paid directly from your investment)
Purchase Premium
(as % of offering price) (1) (2) 0.50%

(1) The purchase premium is paid to and retained by the Fund itself and is
designed to prevent transaction costs (such as brokerage fees and other
costs of investing the amount invested by the shareholder) caused by
shareholder activity from adversely affecting the Fund as a whole, by
essentially allocating those costs to the shareholder generating the
activity, rather than to the Fund as a whole. Footnote 2 below describes
certain instances in which the Manager may reduce or waive the purchase
premium with respect to a particular purchase.

(2) The purchase premium for the Fund may generally NOT be waived due to
offsetting transactions, and may be waived in only rare circumstances. The
premium will only be waived for this Fund (i) if the purchase is part of a
transfer from another Fund where the Manager is able to transfer securities
between the Funds to effect the transaction, (ii) during periods (expected
to exist only rarely) when the Manager determines that the Fund is
substantially underweighted with respect to its cash position so that a
purchase will not require a securities transaction, (iii) if shares are
purchased through reinvestment of dividends, or (iv) in certain other
instances (not including offsetting transactions) where it is compelling to
the Manager that the purchase will not result in transaction costs to the
Fund. Any waiver with respect to this Fund must be arranged in advance with
the Manager.

ANNUAL FUND OPERATING EXPENSES EXPRESSED
AS A PERCENTAGE OF AVERAGE DAILY NET ASSETS
(Expenses that are deducted from Fund assets)
Management Fees 0.75%
Distribution and Service (12b-1) Fees (1) None
Other Expenses (2) (3) 0.26%
-----
Total Annual Fund Operating Expenses 1.01%
Fee Waiver (0.01%)
-----
Net Expenses (4) 1.00%
=====

-28-
<PAGE>

EXPENSE INFORMATION(CONT.)

(2) "Other Expenses" include accounting and audit fees, custodian fees, transfer
agent fees, legal fees, registration fees, printing fees and fees paid to
The DLB Fund Group's independent Trustees.

(3) "Other Expenses" for the International Fund are based on estimated amounts
for the current fiscal year.

(4) The Manager has contractually agreed with the Fund to bear certain expenses
for the current fiscal year to the extent that the Fund's Total Annual Fund
Operating Expenses-other than brokerage commissions, hedging transaction
fees and other investment related costs, extraordinary, non-recurring and
certain other unusual expenses, such as litigation and other extraordinary
legal expenses, securities lending fees and expenses, and transfer
taxes-would otherwise exceed the percentage of the Fund's average daily net
assets noted in the bottom line of the table. The Manager's expense
agreement with the Fund may not be terminated prior to May 1, 2000. In
addition, it will automatically continue for successive one-year periods
unless either The DLB Fund Group or the Manager terminates the agreement by
giving six months' written notice to the other party.

EXAMPLES
These examples are intended to help you compare the cost of investing in the
Fund with the cost of investing in other mutual funds.

1 Year 3 Years
$151 $369

In the Examples, expenses include the Purchase Premium. These expense examples
also include the expense reimbursement only for the first year of each period.
The figures shown would be the same whether or not you redeemed your shares at
the end of a period.

-29-
<PAGE>

DLB STEWART IVORY EMERGING MARKETS FUND

INVESTMENT OBJECTIVES

The investment objective of the DLB Stewart Ivory Emerging Markets Fund (the
"Emerging Markets Fund") is to produce long-term growth of capital primarily
through equity investments that will generally be concentrated in what the
Subadvisor considers to be the developing markets around the world ("developing
markets").

PRINCIPAL INVESTMENT STRATEGIES

WHERE THE FUND INVESTS: Under normal circumstances, the Fund will invest
substantially all (but no less than 65%) of its total assets in equity
securities-including common stocks, convertible securities, depository receipts
and preferred stocks-of companies that:

o are domiciled in developing markets;

o have their principal operations based in developing markets; or

o have their principal securities trading market within developing markets.

INVESTMENT APPROACH: In pursuing its investment objective, the Fund looks
primarily for equity securities of well managed and financially sound growth
companies operating in growth business areas. Although the Fund is primarily a
growth investor, the Fund's Subadvisor, Babson-Stewart Ivory International, also
considers the timing and valuation of potential investments, given the
volatility of emerging stock markets.

Attractive companies are identified by the Subadvisor through a research
intensive, bottom-up investment approach that includes visits to relevant
countries and, where possible, company visits. While stock selection is
considered the key to successful investment, cultural, economic, political and
thematic factors play an important part in the Fund's asset allocation process.

As a result of the Fund's focus on growth companies operating in growth business
areas, the Fund will likely have a strong service industry bias. Few listed
manufacturing companies in emerging economies possess the niche characteristics
(brand names, dominant market share, hurdles for entrants, etc.) conducive to
predictable and sustainable growth.

Under normal circumstances, the Subadvisor will try to limit the risks
associated with investing in the stock markets of emerging markets by spreading
the Fund's investments geographically and sectorally. Generally, the Fund does
not intend to invest more than 20% of its total assets in any one particular
country.

Certain foreign countries do not permit the Fund to make direct investments in
their markets until the Fund has complied with certain requirements. Therefore,
during the initial period after commencement of operations, the Fund expects to
invest in foreign and domestic funds and other pooled investment vehicles that
invest primarily or exclusively in such countries to a greater extent than after
such period. Investments in these funds and investment vehicles may cause you
indirectly to incur higher fees and expenses, because both the Fund and the fund
or investment vehicle in which it invests charge fees and expenses.

Currency hedging policy: The Fund's general approach is to leave currency
exposure unhedged. The Subadvisor considers currency outlook when determining
the Fund's geographical diverisification. Derivatives are not used, nor is
currency exposure actively managed, to seek enhancements to investment returns.
The Fund may, however, purchase foreign currencies or engage in forward foreign
currency transactions in order to expedite settlement of portfolio transactions.

-30-
<PAGE>

PRINCIPAL INVESTMENT RISKS

There is no guarantee that the Fund will achieve its objective, and you could
lose money on your investment. Furthermore, the Subadvisor, despite using
various investment and risk analysis techniques, may not achieve the results
expected from an investment in the Fund.

The Emerging Markets Fund is subject to several risks, any of which could cause
an investor to lose money. These include:

MARKET RISK: This is the risk that the price of a security or securities held by
the Fund will fall due to changing economic, political or market conditions.

FOREIGN CURRENCY RISK: This is the risk that the value of dividends or interest
paid by foreign securities, or the value of the securities themselves, may fall
if currency exchange rates change.

ALLOCATION RISK: The Fund will allocate its investments among various developing
markets based on judgments made by the Subadvisor. The Fund could miss
attractive investment opportunities by underweighting markets where there are
significant returns, or could lose value overweighting markets where there are
significant declines.

-31-
<PAGE>

PRINCIPAL INVESTMENT RISKS (CONT.)

after disappointing earnings reports and are more difficult to sell at
satisfactory prices.

You will find a discussion of these risks, and others that may affect your
investment in the Funds, in the section entitled "Descriptions of Principal
Investment Risks," beginning on page 34.

PAST PERFORMANCE

Because the Fund has been in existence for less than one full calendar year,
information on the Fund's performance is not provided in this section.

EXPENSE INFORMATION

As an investor, you pay certain fees and expenses in connection with your
investment. The table shown below describes the fees and expenses that you may
pay if you buy and hold shares of the Fund.

SHAREHOLDER FEES
(Fees paid directly from your investment)
Purchase Premium
(as % of offering price) (1) (2) 0.50%

(2) The purchase premium for the Fund may generally not be waived due to
offsetting transactions, and may be waived in only rare circumstances. The
premium will only be waived for this Fund (i) if the purchase is part of a
transfer from another Fund where the Manager is able to transfer securities
between the Funds to effect the transaction, (ii) during periods (expected
to exist only rarely) when the Manager determines that the Fund is
substantially underweighted with respect to its cash position so that a
purchase will not require a securities transaction, (iii) if shares are
purchased through reinvestment of dividends, or (iv) in certain other
instances (not including offsetting transactions) where it is compelling to
the Manager that the purchase will not result in transaction costs to the
Fund. Any waiver with respect to this Fund must be arranged in advance with
the Manager.

ANNUAL FUND OPERATING EXPENSES EXPRESSED
AS A PERCENTAGE OF AVERAGE DAILY NET ASSETS
(Expenses that are deducted from Fund assets)
Management Fees 1.25%
Distribution and Service (12b-1) Fees (1) None
Other Expenses (2) (3) 0.55%
-----
Total Annual Fund Operating Expenses 1.80%
Fee Waiver (0.05%)
-----
Net Expenses (4) 1.75%
=====

-32-
<PAGE>

EXPENSE INFORMATION(CONT.)

(2) "Other Expenses" include accounting and audit fees, custodian fees, transfer
agent fees, legal fees, registration fees, printing fees and fees paid to
The DLB Fund Group's independent Trustees.

(3) "Other Expenses" for the International Fund are based on estimated amounts
for the current fiscal year.

EXAMPLES
These examples are intended to help you compare the cost of investing in the
Fund with the cost of investing in other mutual funds.

1 YEAR 3 YEARS
$227 $609

In the Examples, expenses include the Purchase Premium. These examples also
include the expense reimbursement only for the first year of each period. The
figures shown would be the same whether or not you redeemed your shares at the
end of a period.

-33-
<PAGE>

DESCRIPTIONS OF PRINCIPAL INVESTMENT RISKS

This section explains the principal investment risks associated with investments
in the Funds. These risks are the primary reasons for possible decreases in the
value of your investments in the Funds. The Fund summaries, on pages 1 to 33,
identify which of these risks apply to each Fund. The types of risks and the
extent to which they affect the value of your investment in the Funds may change
over time, particularly as the types of investments made by the Funds change.

ALLOCATION RISK
The Manager will use its judgment when allocating the Fixed Income Fund's
investments among various segments of the fixed income markets. The Manager may
miss attractive investment opportunities by underweighting markets where there
are significant returns. The Fixed Income Fund could lose value if the Manager
overweights markets where there are significant declines.

With regard to all of the Funds, the Manager-and, in the case of the Global
Small Cap Fund, the International Fund, and the Emerging Markets Fund, the
Subadvisor- has discretion to determine the investments made by a Fund. The Past
Performance sections in the Fund summaries present index performance results for
purposes of comparison, but no Fund is managed with the goal of mirroring the
securities of any particular index. A Fund's investment style (e.g., value or
growth) may result in that Fund being overweighted or underweighted compared
with industry sectors or countries in the index and may result in that Fund
holding securities within a particular sector or country that are different from
the securities included in the index for that sector or country. Thus, a Fund's
returns may vary substantially from the performance of the index with which it
is compared.

APPLIES TO: ALL FUNDS

COMPANY RISK

A company's economic condition influences the prices of its securities. The
price of any security held by any Fund may rise or fall for a number of reasons,
including but not limited to the following:

o management decisions

o changes in management

o changing demand for the company's goods or services

o changes in or differences between actual and anticipated earnings

o the potential for takeovers and acquisitions

o increased production costs

o stricter government regulations

o a rating agency downgrade

APPLIES TO: ALL FUNDS

Certain lower-rated investment grade fixed income securities and comparable
unrated securities in which a Fund may invest have speculative characteristics.
Changes in economic conditions or adverse developments affecting particular
companies or industries are more likely to lead to a weakened capacity to make
principal and interest payments on such obligations than in the case of
higher-rated securities.

-34-
<PAGE>

CREDIT RISK (CONT.)
As explained in the Appendix, the Fixed Income Fund may hold up to 5% of its
assets in non-investment grade securities. Lower quality debt instruments
involve greater volatility of price and yield, and greater risk of loss of
principal and interest, and generally reflect a greater possibility of an
adverse change in financial condition which would affect the ability of the
issuer to make payments of principal and interest. The market price for lower
quality securities generally responds to short-term corporate and market
developments to a greater extent than high-rated securities because these
developments are perceived to have a more direct relationship to the ability of
an issuer of lower quality securities to meet its ongoing debt obligations.

APPLIES TO: FIXED INCOME FUND

EMERGING GROWTH COMPANIES RISK
Investments in emerging growth companies may exhibit more abrupt or erratic
market movements because they may have one or more of the following
characteristics:

o limited product lines, markets and financial resources, including access to
capital

o management by one or a few key individuals

o securities that are less liquid and fewer in number

o securities that trade less frequently and in limited volume

o shorter operating history

o less experienced management

These characteristics, among others, may cause the securities of emerging growth
companies to suffer steeper than average price declines after disappointing
earnings reports and to be more difficult to sell at satisfactory prices.

APPLIES TO: MICRO CAP FUND, GLOBAL SMALL CAP
FUND, INTERNATIONAL FUND,
EMERGING MARKETS FUND

EQUITY SECURITIES RISK
All of the Funds except the Fixed Income Fund invest primarily in equity
securities. Equity securities are securities that represent an ownership
interest (or the right to acquire an ownership interest) in a company. Although
these types of securities offer greater potential for long-term growth, they are
more volatile and more risky than some other forms of investment. Equity
securities may experience sudden, unpredictable drops in value or long periods
of decline in value. This may occur because of factors affecting the securities
market generally, an entire industry or sector or a particular company.
Therefore, the value of your investment in a Fund may decrease.

APPLIES TO: ALL FUNDS EXCEPT FIXED INCOME FUND

FOREIGN CURRENCY RISK
Investments in securities denominated in foreign currencies are at times more
volatile than investments in securities denominated in U.S. dollars. These
securities involve the risk that their values, in terms of U.S. dollars, may
fluctuate without any change in the inherent value of the securities due to
changes in the currency exchange rate. In addition, certain foreign countries
present the risk that they may impose currency exchange controls.

APPLIES TO: GLOBAL SMALL CAP FUND,
INTERNATIONAL FUND, EMERGING
MARKETS FUND

o less rigorous accounting, auditing and financial reporting standards than
are customary in the United States

o adverse political or regulatory developments

o higher trading and settlement costs

o limited public information

-35-
<PAGE>

FOREIGN ISSUER RISK (CONT.)

o limited, slower or more costly legal remedies

o special tax considerations

o a company borrowing in currencies different from its revenue stream

o communications betwen the United States and foreign countries being less
reliable than within the United States

o a Fund's agent having difficulty keeping informed about corporate actions
which may affect the prices of portfolio securities

If a Fund concentrates a substantial amount of its assets in issuers located in
a single country or a limited number of countries, it assumes the risk that
economic, political and social conditions in that country or those countries
will have a significant impact on its investment performance.

APPLIES TO: FIXED INCOME FUND, GLOBAL SMALL
CAP FUND, INTERNATIONAL FUND,
EMERGING MARKETS FUND

FOREIGN EMERGING MARKETS RISK
In addition, beyond the general risks associated with any foreign investment,
certain foreign countries present the following risks:

o expropriation of assets

o imposition of currency exchange controls

o confiscatory taxation

o limitations on investments in certain issuers in those countries

o limitations on expatriation of cash and/or assets

o political, social or financial instability

o adverse diplomatic developments

o restricted stock market access

o volatile stock markets

o limited stock market regulation

o low correlation with major international stock market performance

This set of risks represents the risks generally associated with "emerging
markets." Emerging markets are those countries in the initial stages of their
industrialization cycles with low per capita income. Emerging markets have
demonstrated greater volatility than the markets of countries with economies
that are more mature.

APPLIES TO: GLOBAL SMALL CAP FUND,
INTERNATIONAL FUND, EMERGING
MARKETS FUND

FORWARD FOREIGN CURRENCY
CONTRACTS RISK
A forward foreign currency exchange contract is a contract individually
negotiated and privately traded by currency traders and their customers. A
forward contract involves an obligation to purchase or sell a specific currency
for an agreed price at a future date, which may be any fixed number of days from
the date of the contract. A forward contract may be for a single price or for a
range of prices. A Fund would be required to segregate assets to cover forward
foreign currency exchange contracts that require it to purchase foreign
currency.

The purpose of entering into these contracts is to facilitate settlement of a
Fund's transaction or to minimize the risk to a Fund from adverse changes in the
relationship between the U.S. dollar and foreign currencies. At the same time,
these contracts may limit potential gain from a positive change in the
relationship between the U.S. dollar and foreign currencies.

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FORWARD FOREIGN CURRENCY
CONTRACTS RISK (CONT.)
Unanticipated changes in currency prices may result in poorer overall
performance for a Fund than if it had not engaged in forward currency exchange
contracts. Because forward contracts are agreements between parties, there is
also some credit risk associated with using forward foreign currency contracts.

Applies to: Global Small Cap Fund,
International Fund, Emerging
Markets Fund

INTEREST RATE RISK
The values of fixed income securities, such as bonds, notes and asset-backed
securities, generally vary inversely to changes in prevailing interest rates.
For example, when interest rates rise, the values of fixed income securities
tend to fall. This risk is generally greater for securities with longer
maturities and durations. Fluctuations in the values of fixed income securities
held by a Fund will not affect the income paid by the Fund but will affect the
value of the Fund's shares.

Interest rate risk will have a greater influence on the price of a fixed income
security if the security has a longer maturity or duration. Fixed income
securities with longer maturities or durations therefore are more volatile than
fixed income securities with shorter maturities or durations. The average
maturity of a Fund's fixed income investments will affect the volatility of the
Fund's share price.

APPLIES TO: FIXED INCOME FUND

MARKET RISK
The value of the securities held by the Funds may fall due to changing economic,
political or market conditions, the general outlook for corporate earnings,
changing interest rates, investor sentiment or disappointing earnings results.

APPLIES TO: ALL FUNDS

MORTGAGE- AND ASSET-BACKED
SECURITIES RISK
Credit Risk-As with fixed income securities generally, mortgage- and
asset-backed securities present the risk that the issuer will default on
principal and interest payments. The U.S. Government or its agencies guarantee
the payment of principal and interest on some mortgage-backed securities, but in
other cases it may be difficult to enforce rights against the assets underlying
other mortgage- and asset-backed securities when an issuer defaults.
Nevertheless, insurance or other forms of guarantee may support mortgage- and
asset-backed securities issued by private lending institutions or other
financial intermediaries.

Maturity Risk-MORTGAGE-BACKED SECURITIES: A mortgage-backed security matures
when all the mortgages in the pool mature or are prepaid. Therefore,
mortgage-backed securities do not have a fixed maturity, and their expected
maturities may vary when interest rates change.

When interest rates fall, homeowners are more likely to prepay their mortgage
loans. An increased prepayment rate on a Fund's mortgage-backed securities will
result in an unforeseen loss of interest income to the Fund. In addition,
because prepayments increase when interest rates fall, the prices of
mortgage-backed securities do not increase as much as those of other fixed
income securities when interest rates fall. Furthermore, increased prepayments
may have to be reinvested, in turn, at lower interest rates.

When interest rates rise, homeowners are less likely to prepay their mortgage
loans. A decreased prepayment rate lengthens the expected maturity of a
mortgage-backed security. Therefore, the prices of mortgage-backed securities
may decrease more than prices of other fixed income securities when interest
rates rise.

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MORTGAGE- AND ASSET-BACKED
SECURITIES RISK (CONT.)
COLLATERALIZED MORTGAGE OBLIGATIONS: Collateralized mortgage obligations (CMOs)
are a type of mortgage-backed security. CMOs are issued in separate classes with
different expected maturities. As its underlying mortgage pool experiences
prepayments, a CMO pays off investors in classes in accordance with the CMO's
governing instrument (generally, the CMO first pays investors who have purchased
classes with shorter expected maturities). By investing in CMOs, a Fund may
better manage the prepayment risk of mortgage-backed securities. However,
unanticipated prepayments may cause the actual maturity of a CMO to be
substantially shorter than its expected maturity, and prepayments at levels
lower than expected may cause the actual maturity of a CMO to be longer than its
expected maturity. These changes in a CMO's maturity could result in declines in
the CMO's value.

ASSET-BACKED SECURITIES: Asset-backed securities are securities that are backed
by pools of obligations, such as pools of automobile loans, educational loans
and credit card receivables, both secured and unsecured. Asset-backed securities
have prepayment risks similar to those of mortgage-backed securities. However,
the levels of principal prepayment tend not to vary much with interest rates,
and the short-term nature of the assets underlying asset-backed securities tends
to dampen the impact of changes in the levels of prepayment. In addition, the
following may cause holders of asset-backed securities to experience delays in
payment on the securities, which may result in losses to a Fund holding the
securities:

o unanticipated legal or administrative costs of enforcing the contracts on
the assets

o depreciation of the collateral securing the contracts

o damage to or destruction of the collateral securing the contracts

APPLIES TO: FIXED INCOME FUND

NON-DIVERSIFICATION RISK
Each Fund is non-diversified, which means that it may invest a relatively high
percentage of its assets in the securities of relatively few issuers. Investment
in the securities of a limited number of issuers may increase the risk of loss
to a Fund should there be a decline in the market value of any one portfolio
security. Investment in a non-diversified fund therefore entails greater risks
than investment in a diversified fund. Given that the Funds are not diversified,
no Fund is intended to be a complete investment program.

APPLIES TO: ALL FUNDS

OUT-OF-FAVOR RISK
There are risks in investing in unpopular stocks. The factors causing a stock's
unpopularity may continue longer than expected or may worsen. These factors may
range from a drop in earnings expectations to a major business problem. As a
result, the stock's value may drop, or it may not appreciate as the Manager
expected.

Furthermore, unpopular stocks involve the risk that the financial markets do not
follow the company. Therefore, even if a company experiences improved
performance, the price of its stock may drop, or it may not rise in conjunction
with the improvement in performance as the Manager expected.

APPLIES TO: VALUE FUND, ENTERPRISE III FUND,
GLOBAL SMALL CAP FUND

RESTRICTED SECURITIES RISK
Securities that are not registered under the Securities Act of 1933, as amended
(the "1933 Act"), including securities issued in accordance with Rule 144A under
the 1933 Act ("Restricted Securities"), present certain risks. Investments in
Restricted Securities could cause the liquidity of a Fund to decrease if the
market's interest for those securities decreases, particularly because the
market for these securities may be limited to certain qualified investors.

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RESTRICTED SECURITIES RISK (CONT.)
Under these conditions, a Fund may not be able to sell those securities when it
wants to, and a Fund may have to sell those securities at an unsatisfactory
price. Market quotations may be less readily available for Restricted
Securities, and thus judgment may play a greater role in the valuation of these
securities than it would in the valuation of unrestricted securities.

In foreign markets, and particularly in emerging markets, investing in
securities not registered under applicable securities laws may exacerbate the
risks of investing in domestic Restricted Securities or in registered securities
of companies located in foreign or emerging markets, as the case may be. In
particular, the liquidity of such securities and the information available
regarding such securities may be extremely limited.

APPLIES TO: FIXED INCOME FUND, INTERNATIONAL
FUND, EMERGING MARKETS FUND

SMALL COMPANY RISK
The securities of mid cap, small cap and micro cap companies may change in value
more than those of larger, more established companies because mid cap, small cap
and micro cap companies are more likely to:

o depend upon a single proprietary product or market niche,

o have limited product lines, markets or financial resources,

o depend on a limited management group,

o have fewer, less liquid securities outstanding, and

o have securities that trade less frequently and in limited volume.

In general, the securities of mid cap, small cap and micro cap companies are
more sensitive to purchase and sale transactions. Therefore, the prices of those
securities tend to be more volatile than the prices of securities of larger
companies.

In many instances, the securities of mid cap, small cap and micro cap companies
are traded only over-the-counter or on a regional securities exchange.
Furthermore, the frequency and volume of their trading are substantially less
than is typical of larger companies. Therefore, the securities of smaller
companies may be subject to wider price fluctuations. When disposing of these
securities, a Fund may have to sell at discounts from quoted prices, settle for
a less than satisfactory price, or make a series of small sales over an extended
period of time.

APPLIES TO: DISCIPLINED GROWTH FUND,
ENTERPRISE III FUND, MICRO CAP
FUND, GLOBAL SMALL CAP FUND,
INTERNATIONAL FUND, EMERGING
MARKETS FUND

TAX RISK

The International Fund is the successor to the Babson-Stewart Ivory
International Limited Partnership III, a Delaware limited partnership (the
"Limited Partnership"), which transferred all of its assets to the International
Fund in a tax-free transaction on November 1, 1999. The Limited Partnership had
been in operation since May 1, 1993, and as of October 31, 1999, the unrealized
gains in the Limited Partnership's portfolio represented approximately 22.92% of
the aggregate net asset value of the Limited Partnership. Accordingly, any new
investors in the International Fund who are taxable on their income and gains
would be subject to significant tax liabilities arising from gains that arose in
the International Fund prior to their investment, but were recognized
thereafter. These gains would economically represent a return of capital to the
investor, but would be taxable as if the investor had recognized the gains.
Therefore, investors who are taxable on their income and gains should carefully
consider this significant tax risk prior to investing in shares of the
International Fund and should be aware that they may be subject to significant
tax liabilities at any time after investment, even in periods in which the Fund
is experiencing losses.

APPLIES TO: INTERNATIONAL FUND

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<PAGE>

TEMPORARY DEFENSIVE POSITIONS

GROWTH FUND
The Growth Fund may, from time to time, take temporary defensive positions in
securities convertible into common stocks, preferred stocks, high grade bonds or
other defensive issues in attempting to respond to adverse market, economic,
political, or other conditions. Keep in mind that a temporary defensive strategy
still has the possibility of losing money and may prevent the Fund from
achieving its investment objective.

INTERNATIONAL FUND AND
EMERGING MARKETS FUND
The International Fund and the Emerging Markets Fund may hold fixed income
securities (including those of foreign governments or companies) for temporary
defensive purposes when the Subadvisor believes that prevailing market,
economic, political or currency conditions so warrant and for temporary
investment. Similarly, each Fund may invest in cash and cash equivalents
(including foreign money market instruments, such as banker's acceptances,
certificates of deposit, commercial paper, short-term government and corporate
obligations and repurchase agreements) for temporary defensive purposes and
liquidity. Although each Fund expects to be primarily invested in foreign
issues, the Funds may-for temporary defensive purposes-invest in U.S. issues,
including cash and cash equivalents and high quality, short-term obligations. In
addition, each Fund may enter into repurchase agreements. Keep in mind that a
temporary defensive strategy still has the possibility of losing money and may
prevent the Fund from achieving its investment objective.

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<PAGE>

HOW THE FUNDS ARE MANAGED

THE MANAGER
Each Fund is advised and managed by its Manager, David L. Babson and Company
Incorporated. Founded in 1940, the Manager provides investment advisory services
to a substantial number of institutional and other investors, including other
registered investment companies. As of January 1, 2000, the Manager had over $67
billion in assets under management. The Manager's principal locations are One
Memorial Drive, Cambridge, Massachusetts 02142, and 1295 State Street,
Springfield, Massachusetts 01111.

Under separate Management Contracts relating to each Fund, the Manager selects
and reviews each Fund's investments and provides executive and other personnel
for the management of The DLB Fund Group. The Manager carries out its duties
subject to the policies adopted by The DLB Fund Group's Board of Trustees.

THE SUBADVISOR
The Manager employs at its own expense the Subadvisor, Babson-Stewart Ivory
International, to manage the international component of the Global Small Cap
Fund's portfolio and the investment portfolios of the International Fund and the
Emerging Markets Fund. The Subadvisor was established in 1987 and is a general
partnership owned 50% by the Manager and 50% by Stewart Ivory & Company
(International) Limited ("Stewart Ivory International"). Stewart Ivory
International is a wholly-owned subsidiary of Stewart Ivory & Co. Ltd. ("Stewart
Ivory"), a wholly owned, indirect subsidiary of Colonial Limited, an Australian
insurance company. Stewart Ivory and its predecessor organizations have been
managing investments internationally from Edinburgh since 1873. The Subadvisor
also provides investment advisory services to institutional and other investors,
including other registered investment companies. The Subadvisor is located at
One Memorial Drive, Cambridge, Massachusetts 02142.

INVESTMENT ADVISORY FEES
For the fiscal period ended October 31, 1999, each Fund (other than the
International and Emerging Markets Funds, which are new) paid the Manager an
investment management fee as follows:

Management Fee
(as a % of Average
Name of Fund Daily Net Assets)

Fixed Income Fund 0.40%
Value Fund 0.55
Growth Fund 0.55
Disciplined Growth Fund 0.75
Enterprise III Fund 0.60
Micro Cap Fund 1.00
Global Small Cap Fund 1.00

The current investment management fee paid by each Fund to the Manager is
identified under "Expense Information" for each Fund, in the "About the Funds"
section of the Prospectus.

PORTFOLIO MANAGERS
FIXED INCOME FUND: MARY WILSON KIBBE, Executive Vice President of the Manager,
is primarily responsible for the day-to-day management of the Fixed Income Fund.
She became primarily responsible for the day-to-day management of the Fund
effective October 21, 1999, the date on which she joined the Manager. Ms. Kibbe
has 23 years of investment experience. Ms. Kibbe is assisted in the day-to-day
management of the Fund by a team of investment professionals at the Manager.

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<PAGE>

PORTFOLIO MANAGERS (CONT.)
VALUE FUND: ANTHONY M. MARAMARCO, Senior Vice President of the Manager, is
primarily responsible for the day-to-day management of the Value Fund. Mr.
Maramarco, who has 18 years of investment experience, has been employed by the
Manager (and a company which merged into the Manager) since 1993. Mr. Maramarco
became primarily responsible for the day-to-day management of the Fund effective
May 27, 1999 and had assisted in the management of the Fund since 1997. Mr.
Maramarco is assisted in the day-to-day managment of the Fund by a team of
investment professionals at the Manager.

GROWTH FUND: JAMES B. GRIBBELL, Senior Vice President of the Manager, is
primarily responsible for the day-to-day management of the Growth Fund. Mr.
Gribbell, a Chartered Financial Analyst with 10 years of investment experience,
has been employed by the Manager in portfolio management for over 5 years. He
has managed the Fund since its inception. Mr. Gribbell is assisted in the
day-to-day management of the Fund by a team of invesment professionals at the
Manager.

DISCIPLINED GROWTH FUND: MICHAEL CAPLAN, Senior Vice President of the Manager,
is primarily responsible for the day-to-day management of the Disciplined Growth
Fund. Mr. Caplan, who has 13 years of investment experience, has managed the
Fund since its inception. Mr. Caplan has been employed by the Manager (and a
company which merged into the Manager) since 1995, prior to which he was
employed as a portfolio manager by State Street Global Advisors. Mr. Caplan is
assisted in the day-to-day management of the Fund by Kathleen Golden.

ENTERPRISE III FUND: LANCE F. JAMES, Executive Vice President of the Manager, is
primarily responsible for the day-to-day management of the Enterprise III Fund.
Mr. James has been employed by the Manager in portfolio management since 1986.
He became primarily responsible for the day-to-day management of the Fund
effective March 20, 2000. Mr. James is assisted in the day-to-day management of
the Fund by a team of investment professionals at the Manager.

MICRO CAP FUND: PAUL S. SZCZYGIEL AND ROBERT K. BAUMBACH are primarily
responsible for the day-to-day management of the Micro Cap Fund. Mr. Szczygiel
is a Senior Vice President of the Manager and a Chartered Financial Analyst. He
has over 16 years of investment experience and has managed the Fund since its
inception. Mr. Szczygiel has been employed by the Manager (and a company which
merged into the Manager) in portfolio management since 1994, prior to which he
was an Associate Director at Bear Stearns. Mr. Baumbach, also a Senior Vice
President of the Manager and a Chartered Financial Analyst, has 15 years of
investment experience. He has been employed by the Manager since November 1999,
prior to which he was a Senior Vice President and Senior Analyst at Putnam
Investments. Mr. Baumbach has assisted in the management of the Fund since
joining the Manager. Mr. Szczygiel and Mr. Baumbach are supported by a team of
investment professionals at the Manager.

GLOBAL SMALL CAP FUND: LANCE F. JAMES, Executive Vice President of the Manager,
and JOHN G.L. WRIGHT and JAMES W. BURNS, each a Managing Director of the
Subadvisor, are primarily responsible for the day-to-day management of the
Global Small Cap Fund. Mr. James has been employed by the Manager in portfolio
management since 1986. He became primarily responsible for the day-to-day
management of the Fund's domestic portfolio effective March 20, 2000. Mr. James
is assisted in the day-to-day management of the Fund's domestic investments by a
team of investment professionals at the Manager.

Mr. Wright, who has been employed by Stewart Ivory for over 28 years, and Mr.
Burns, who has been employed by Stewart Ivory for over 9

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PORTFOLIO MANAGERS (CONT.):
years, have both been responsible for management of the Fund's international
investments since its inception. They are assisted by a team of investment
professionals.

INTERNATIONAL FUND: JOHN G.L. WRIGHT and JAMES W. BURNS, each a Managing
Director of the Subadvisor, are primarily responsible for the day-to-day
management of the International Fund. Mr. Wright, who has been employed by
Stewart Ivory for over 28 years, and Mr. Burns, who has been employed by Stewart
Ivory for over 9 years, have managed the Fund and its predecessor,
Babson-Stewart Ivory International Limited Partnership III, since its inception.
They are assisted by a team of investment professionals that have responsibility
for specific countries.

EMERGING MARKETS FUND: ANGUS J. TULLOCH and STUART W. PAUL are primarily
responsible for the day-to-day management of the Emerging Markets Fund. Mr.
Tulloch, who is a Director of Stewart Ivory and head of the Asia Pacific
(ex-Japan) desk, has been employed by Stewart Ivory for over 10 years. Mr. Paul,
a Chartered Financial Analyst, is the head of the Emerging Markets (ex-Asia)
desk, and has been employed by Stewart Ivory since 1994. Prior to that, he was a
Chartered Accountant with Ernst & Young. Mr. Tulloch and Mr. Paul have managed
the Fund since its inception. They are assisted by a team of investment
professionals that have responsibility for specific countries.

CERTAIN PERFORMANCE INFORMATION
RELATED TO OTHER ACCOUNTS
BABSON GROWTH FUND
The information presented below provides related performance information which
may be useful to consider before investing in the DLB Growth Fund. The quoted
performance data below does not represent the historical performance of the DLB
Growth Fund and should not be interpreted as being indicative of the past or
future performance of the Fund. The expenses, timing of purchases and sales of
portfolio securities, availability of cash flows, brokerage commissions,
portfolio composition and investment policies of the DLB Growth Fund, as well as
any changes in market conditions, are all reasons that the performance results
of the Fund may vary from the related performance results shown below.

In addition to serving as investment advisor to the DLB Growth Fund, the Manager
has also served as the investment subadvisor to the Babson Growth Fund since its
inception. The Babson Growth Fund is a registered investment company having
substantially similar (although not necessarily identical) investment
objectives, policies and strategies as the DLB Growth Fund. James B. Gribbell,
the individual primarily responsible for the day-to-day management of the DLB
Growth Fund, has been the individual primarily responsible for the day-to-day
management of the Babson Growth Fund since January 1, 1996. From 1993 to 1995,
Mr. Gribbell was the assistant portfolio manager of the Babson Growth Fund.

The bar chart below illustrates the variability of returns achieved by the
Manager for the Babson Growth Fund. The table following the bar chart compares
the average annual total returns that the Manager achieved for the Babson Growth
Fund over time to those of a broad-based securities market index and to those of
an index of securities comparable to those in which the Babson Growth Fund
invests. In each case, the performance of the Babson Growth Fund has been
adjusted to give effect to the fees and expenses of the DLB Growth Fund (without
giving effect to any expense waivers or reimbursements) during the 1999 fiscal
year.

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<PAGE>

1990 1991 1992 1993 1994
---- ---- ---- ---- ----
-9.52% 25.95% 9.01% 10.18% -0.65%

1995 1996 1997 1998 1999
---- ---- ---- ---- ----
31.31% 21.68% 27.85% 32.09% 12.40%

Best Quarter: 4th Quarter 1998, +26.20% Worst Quarter: 3rd Quarter 1990, -17.28%
The Growth Fund's year-to-date return through March 31, 2000 was 15.79%

- --------------------------------------------------------------------------------
Average Annual Total Returns
For Similar Account*
For the periods ended December 31, 1999
- --------------------------------------------------------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS
- --------------------------------------------------------------------------------
Babson Growth
Fund 12.40% 23.81% 24.84% 15.22%
S&P 500 Index 21.04% 27.56% 28.56% 18.21%
Russell 1000
Growth Index 33.16% 34.07% 32.41% 20.32%
- --------------------------------------------------------------------------------

* As of December 31, 1999, the Babson Growth Fund had $500 million in assets.

The Standard & Poors 500 Index (S&P 500 Index) is a broad-based index of common
stocks frequently used as a general measure of stock market performance.

The Russell 1000 Growth Index is an unmanaged index that contains those Russell
1000 Index securities with a greater-than-average growth orientation. Securities
in this index tend to exhibit higher price-to-book and price-to-earnings ratios,
lower dividend yields and higher forecasted growth than the value universe.

MICRO CAP ACCOUNTS
The information presented below provides related performance information which
may be useful to consider before investing in the Micro Cap Fund. The quoted
performance data below does not represent the historical performance of the
Micro Cap Fund and should not be interpreted as being indicative of the past or
future performance of the Fund. The expenses, timing of purchases and sales of
portfolio securities, availability of cash flows, brokerage commissions,
portfolio composition and investment policies of the Micro Cap Fund, as well as
any changes in market conditions, are all reasons that the performance results
of the Fund may vary from the related performance results shown below.

In addition to serving as investment advisor to The DLB Fund Group, the Manager
has also served since May 1, 1994, as the investment manager of other private
accounts that have investment objectives, policies and strategies that are
substantially similar (although not necessarily identical) to those of the Micro
Cap Fund (collectively, the "Micro Cap Accounts").

Paul S. Szczygiel, the individual primarily responsible for the day-to-day
management of the Micro Cap Fund, has been the individual primarily responsible
for the day-to-day management of the Micro Cap Accounts since the inception of
those accounts.

The performance information shown below is based on a composite of the Micro Cap
Accounts adjusted to give effect to the estimated fees and expenses of the Micro
Cap Fund (without giving effect to any expense waivers or reimbursements) during
the 1999 fiscal year. The bar chart below illustrates the variability of returns
achieved by the Manager for the Micro Cap Accounts. The table following the bar
chart compares the average annual total returns that the Manager achieved for
the Micro Cap Accounts over time to those of a broad-based securities market
index and to those of an index of securities comparable to those in which the
Micro Cap Accounts invest.

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1995 1996 1997 1998 1999
---- ---- ---- ---- ----
35.77% 56.70% 47.19% -6.28% 10.83%

Best Quarter: 2nd Quarter 1999, +22.31% Worst Quarter: 3rd Quarter 1998, -21.57%

- --------------------------------------------------------------------------------
Average Annual Total Returns
For Similar Account*
For the periods ended December 31, 1999
- --------------------------------------------------------------------------------
Since
Inception
1 Year 3 Years 5 Years 5/1/94
- --------------------------------------------------------------------------------
Micro Cap
Accounts 10.83% 15.20% 26.60% 25.05%
Russell 2000
Index 21.26% 13.08% 16.69% 14.65%
Russell 2000
Value Index -1.49% 6.69% 13.14% 11.28%
- --------------------------------------------------------------------------------

* As of December 31, 1999, the Micro Cap Accounts consisted of 4 accounts
totaling $64.8 million in assets.

The Russell 2000 Value Index is an unmanaged index that measures the performance
of those Russell 2000 companies with lower price-to-book ratios and lower
forecasted growth values.

Unlike the Micro Cap Fund, the Micro Cap Accounts are comprised of accounts that
were not registered under the Investment Company Act of 1940 and therefore were
not subject to certain investment limitations, diversification requirements, and
other restrictions imposed by that Act. In addition, the Micro Cap Accounts are
comprised of accounts that were not subject to Subchapter M of the Internal
Revenue Code, which imposes certain limitations on the investment operations of
the Fund. If the Micro Cap Accounts had all been registered under the 1940 Act,
and subject to Subchapter M of the Code, their performance might have been
adversely affected.

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<PAGE>

INVESTING IN THE FUNDS

HOW TO OPEN AN ACCOUNT
Before investing in a Fund you will need to open an account with The DLB Fund
Group. You can open an account by completing and returning to The DLB Fund Group
a signed account application. Account applications are available from The DLB
Fund Group, whose address and toll free number are provided on the back of this
prospectus.

HOW TO PURCHASE SHARES
You may purchase shares of each Fund directly from The DLB Fund Group on any day
when the New York Stock Exchange ("NYSE") is open for business. The NYSE is
closed on weekend days, most national holidays and Good Friday. Before placing
an order for Fund shares, you should call the Manager at 1-888-722-2766, Attn:
The DLB Fund Group Coordinator.

PURCHASE PRICE: The purchase price of a share of a Fund, other than the
International Fund and the Emerging Markets Fund, is the net asset value next
determined after your purchase order is received in good order. Generally, a
purchase order is in good order if the Funds' Transfer Agent, Investors Bank &
Trust Company ("IBT"), has received the consideration for the Fund shares before
the relevant deadline, which is described below under "Purchases."

Shares of the International Fund and the Emerging Markets Fund are sold at their
offering price, which is the net asset value per share next determined after
your purchase order is received in good order plus any purchase premium
established from time to time by The DLB Fund Group for the particular Fund. All
purchase premiums are paid to and retained by the Fund and are intended to cover
the brokerage and other costs associated with putting the investment to work in
the relevant markets. For each of the International Fund and the Emerging
Markets Fund, the purchase premium currently in effect is 0.50% of the amount
invested. These premiums are paid to and retained by the Fund itself and are
designed to allocate transaction costs caused by shareholder activity to the
shareholder generating the activity, rather than to the Fund as a whole.
Purchase premiums are not sales loads. In certain limited circumstances, the
purchase premiums for the International Fund or the Emerging Markets Fund may be
waived in part or in full. These circumstances are described in footnote 2 to
the Shareholder Fees table of the "Expense Information" section relating to such
Fund.

In most cases, if the Funds' Transfer Agent, IBT, does not receive the
consideration before the relevant deadline, The DLB Fund Group will not consider
the purchase to be in good order. This means that you must resubmit the purchase
order and consideration on the following business day, unless IBT can credit the
con-sideration to the account of a specific Fund. The Funds do not impose a
sales charge on purchases.

MINIMUM INVESTMENT: The minimum initial investment in a Fund is $100,000, and
the minimum for each subsequent investment is $10,000. If you open multiple
accounts with The DLB Fund Group, you may aggregate your investments in the
Funds to satisfy the minimum investment requirement. You may also satisfy the
minimum initial investment requirement by making an initial investment of at
least $25,000 in a Fund and investing the remainder of the $100,000 minimum
initial investment within 12 months.

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<PAGE>

PURCHASES: You may purchase shares of a Fund utilizing the following methods:

CASH (by wire transfer only). You must transmit all federal funds to IBT to
Account No. 777777722 for the account of the specific Fund. ("Federal
funds" are monies credited to IBT's account with the Federal Reserve Bank
of Boston.) The deadline for wiring federal funds is 2:00 p.m. Eastern
time.

SECURITIES (only by transferring common stocks on deposit at The Depository
Trust Company ("DTC"), or appropriate fixed income securities, which the
Manager has determined are acceptable). In the case of an investment
in-kind, you must place your securities on deposit at DTC by 4:00 p.m.
Eastern time, the deadline for transferring those securities to the account
designated by the custodian for the Funds (IBT).

The Manager will not accept securities, in exchange for Fund shares, unless:

o the Manager, in its sole discretion, believes the securities are appropriate
investments for the Fund. (The Manager will accept securities, in exchange
for Fund shares, for investment only and not for resale.);

o you represent and agree that all securities offered to the Fund are not
subject to any restrictions upon their sale by the Fund under the Securities
Act of 1933, or otherwise; and

o the securities may be acquired under the investment restrictions applicable
to the relevant Fund.

The Manager will value securities it accepts in exchange for Fund shares in
accordance with the relevant Fund's procedures for valuation described under
"How Share Price Is Determined" as of the time of the next determination of net
asset value after acceptance. All dividends, interest, subscription or other
rights that are reflected in the market price of accepted securities at the time
of valuation become the property of the relevant Fund and must be delivered to
The DLB Fund Group upon receipt by you from the issuer. If you purchase Fund
shares in exchange for securities, you may, if you are subject to federal income
taxation, recognize a gain or loss for federal income tax purposes, depending
upon your basis in the securities tendered. In all cases, the Manager reserves
the right to reject any particular investment.

Cash and Securities. You will need to follow the above instructions for
purchases made with a combination of cash and securities.

Purchases will be made in full and fractional shares of each Fund calculated to
three decimal places. The DLB Fund Group will send to shareholders written
confirmation (including a statement of shares owned) at the time of each
transaction. The DLB Fund Group reserves the right at any time to reject an
order.

HOW TO SELL SHARES
You may redeem Fund shares on any day when the NYSE is open for business.

The Funds will redeem their shares at a price equal to their net asset value per
share next determined after IBT receives the redemption request in good order. A
redemption request is in good order if it:

o includes the correct name in which shares are registered, your account
number and the number of shares or the dollar amount of shares to be
redeemed; and

o is signed correctly in accordance with the form of registration. (Persons
acting in a fiduciary capacity, or on behalf of a corporation, partnership
or trust, must specify, in full, the capacity in which they are acting.)

There is no redemption fee for any of the Funds.

-47-
<PAGE>
REDEMPTION REQUESTS: You should send redemption requests to The DLB Fund Group.
To help facilitate the timely payment of redemption proceeds, you should
telephone the Manager at 1-888-722-2766, Attn: The DLB Fund Group Coordinator,
at least two days before submitting a request.

PAYMENT OF REDEMPTION PROCEEDS: The DLB Fund Group will make payment on
redemption as promptly as possible and in any event within seven days after IBT
receives your redemption request in good order.

CASH PAYMENTS. The DLB Fund Group will make cash payments generally by
transfer of Federal funds for payment into your account the next business
day following the redemption request.

IN KIND. If the Manager determines, in its sole discretion, that it would
be detrimental to the best interests of the remaining shareholders of a
Fund to make payment wholly or partly in cash, the Fund may instead pay the
redemption price in whole or in part by a distribution in kind of readily
marketable securities held by the Fund. The DLB Fund Group will transfer
and deliver in-kind redemptions as you direct. The Fund will value
securities used to redeem Fund shares in kind in accordance with the
relevant Fund's procedures for valuation described under "How Share Price
Is Determined." You generally will incur brokerage charges on the sale of
any securities that you receive in payment of redemptions.

Each Fund may suspend the right of redemption and may postpone payment for more
than seven days when the NYSE is closed for reasons other than weekends or
holidays, or if permitted by the rules of the Securities and Exchange Commission
during periods when trading on the NYSE is restricted or during an emergency
which makes it reasonably impracticable for the Fund to dispose of its
securities or fairly to determine the value of the net assets of the Fund, or
during any other period permitted by the Securities and Exchange Commission for
the protection of investors.

HOW SHARE PRICE IS DETERMINED
The DLB Fund Group determines the net asset value of a share of each Fund at
4:15 p.m., Eastern time, on each day that the NYSE is open. The DLB Fund Group
does not accept orders or compute a Fund's net asset value on days when the NYSE
is closed.

The DLB Fund Group determines the net asset value per share for a Fund by
dividing the total value of the Fund's portfolio investments and other assets,
less any liabilities, by the total outstanding shares of the Fund.

-48-
<PAGE>

HOW SHARE PRICE IS DETERMINED (CONT.)
Trustees. Determination of fair value will be based upon those factors that are
deemed relevant under the circumstances, including the financial condition and
operating results of the issuer, recent third party transactions (actual or
proposed) relating to such securities and, in extreme cases, the liquidation
value of the issuer.

FOREIGN SECURITIES: Because of time zone differences, foreign exchanges and
securities markets will usually be closed before the closing of the NYSE.
Therefore, The DLB Fund Group will determine the value of foreign securities as
of the closing of those exchanges and securities markets. Events affecting the
values of foreign securities, however, may occasionally occur between the
closings of such exchanges and securities markets and the time a Fund determines
its net asset value. If an event materially affecting the value of foreign
securities occurs during this period, then The DLB Fund Group will value such
securities at fair value as determined in good faith in accordance with
procedures adopted by the Trustees. In addition, the Funds may hold portfolio
securities that are primarily listed on foreign exchanges that trade on weekends
or other days when the Funds do not accept orders or price their shares. As a
result, the value of any such securities held by a Fund may change on days when
you will not be able to purchase or redeem the Fund's shares.

The prices of foreign securities are quoted in foreign currencies. The DLB Fund
Group converts the values of foreign currencies into U.S. dollars at the rate of
exchange prevailing at the time it determines net asset value. Changes in the
exchange rate, therefore, will affect the net asset value of shares of a Fund
even when there has been no change in the values of the foreign securities
measured in terms of the currency in which they are denominated.

DISTRIBUTION AND SERVICE
(RULE 12B-1) PLANS
The DLB Fund Group has adopted a distribution and service plan for each Fund
(each, a "Plan") under Rule 12b-1 of the Investment Company Act of 1940. The
Trustees, however, have no intention of implementing any Plan during The DLB
Fund Group's current fiscal year. The purposes of a Plan, if implemented, would
be to compensate and/or reimburse investment dealers and other persons for
services provided and expenses incurred in promoting sales of shares, to reduce
redemptions or to improve services provided to shareholders by such dealers and
other persons. Each Plan would permit a Fund to pay an annual asset-based charge
of up to 0.50% for these purposes, subject to the authority of the Trustees to
reduce the amount of payments or to suspend the Plan for such periods as they
may determine. Subject to these limitations, the Trustees would determine the
amount of payments under each Plan, and the specific purposes for which they
were made.

PRINCIPAL UNDERWRITER
Babson Securities Corp. ("BSC") serves as the principal underwriter of each
Fund. In its capacity as principal underwriter, BSC solicits applications for
the purchase of shares of each Fund and may assist investors in transmitting
applications to each Fund or its agent. BSC does not, however, buy or sell or
accept orders for the purchase or sale of shares of any Fund.

-49-
<PAGE>

DISTRIBUTIONS

Each Fund intends to pay out as dividends substantially all of its net
investment income (which comes from dividends and any interest it receives from
its investments and net short-term capital gains). Each Fund also intends to
distribute substantially all of its net realized long-term capital gains, if
any, after giving effect to any available capital loss carryovers. The Fixed
Income Fund's policy is to declare and pay distributions of its net investment
income monthly. The policy of each other Fund is to declare and pay
distributions of its net investment income at least annually. Each Fund also
intends to distribute realized net short-term capital gains and net long-term
capital gains at least annually.

Each Fund will pay all dividends and/or distributions in shares of the relevant
Fund, at net asset value, unless you elect to receive cash. You may make this
election by marking the appropriate box on the application form or by writing to
The DLB Fund Group.

-50-
<PAGE>

TAXES

The following is a general summary of the federal income tax consequences for
the Funds and shareholders who are U.S. citizens or residents or domestic
corporations. You should consult your own tax advisor about the tax consequences
of investments in a Fund in light of your particular tax situation. You should
also consult your own tax advisor about consequences under foreign, local or
other applicable tax laws.

Each Fund is treated as a separate taxable entity for federal income tax
purposes. Each Fund intends to qualify each year as a regulated investment
company under SubchapterM of the Internal Revenue Code of 1986, as amended. By
so qualifying, a Fund itself will not pay federal income tax on the income and
gain distributed annually to its shareholders. Distributions of ordinary income
and short-term capital gains, whether received in cash or reinvested shares,
will be taxable as ordinary income to shareholders subject to federal income
tax. Designated distributions of long-term capital gains are taxable as such,
regardless of how long a shareholder may have owned shares in the Fund or
whether the distributions are received in cash or in reinvested shares.

Distributions are taxable to a shareholder of a Fund even if they are paid from
income or gains earned by the Fund prior to the shareholder's invesment (and
thus were included in the price paid by the shareholder). This issue can arise
in any Fund, in particular with respect to distributions on shares of the
International Fund, which had unrealized gains at the time of its formation.

The sale, exchange or redemption of Fund shares may give rise to a gain or loss.
In general, any gain realized upon a taxable disposition of shares will be
treated as long-term capital gain if the shares have been held for more than 12
months. Otherwise, the gain on the sale, exchange or redemption of Fund shares
will be treated as short-term capital gain. In general, any loss realized upon a
taxable disposition of shares will be treated as long-term capital loss if the
shares have been held for more than 12 months, and otherwise as short-term
capital loss. Any loss recognized on the sale or disposition of shares of the
Fund held for six months or less will be treated as long-term capital loss to
the extent of any long-term capital gain distributions received by a shareholder
with respect to those shares of the Fund. All or a portion of any loss realized
upon a taxable disposition of a Fund's shares will be disallowed if other shares
of the same Fund or another Fund are purchased within 30 days before or after
the disposition. In such a case, the basis of the newly purchased shares will be
adjusted to reflect the disallowed loss.

The DLB Fund Group will provide federal tax information annually, including
information about dividends and distributions paid during the preceding year.

FOREIGN WITHHOLDING TAXES: The investments of the Global Small Cap Fund, the
International Fund and the Emerging Markets Fund in foreign securities may be
subject to foreign withholding taxes. In that case, the Funds' yields on those
securities would be decreased. Shareholders may be entitled to claim a credit or
deduction with respect to foreign taxes. In addition, the Funds' investments in
foreign securities or foreign currencies may increase or accelerate the Funds'
recognition of ordinary income and may affect the timing or amount of the Funds'
distributions.

-51-
<PAGE>

FINANCIAL HIGHLIGHTS

The financial highlights tables are intended to help you understand each Fund's
financial performance for the period of the Fund's operations (since each Fund
is less than 5 years old). Certain information reflects financial results for a
single Fund share. The total returns in each table represent the rate that an
investor would have earned (or lost) on an investment in the Fund (assuming
reinvestment of all dividends and distributions).

The financial highlights for each of the periods through October 31, 1999, have
been derived from the Funds' financial statements, which have been audited by
Deloitte & Touche LLP, whose report, along with each Fund's financial
statements, is included in each Fund's Annual Report. Each Fund's Annual and
Semi-Annual Reports are available upon request as indicated on the back cover of
this Prospectus.

-52-
<PAGE>
DLB FIXED INCOME FUND
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
Ten Months
Ended Years Ended December 31, Period Ended
October 31, ------------------------------------------- December 31,
1999 1998 1997 1996 1995**
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Per share data
(for a share outstanding throughout each period):
Net asset value- beginning of period $ 10.72 $ 10.61 $ 10.11 $ 10.26 $ 10.00
------------- ------------- ------------- ------------- ------------
Income from investment operations:
Net investment income .48 .63 .42 .53 .28
Net realized and unrealized gain (loss) on
investments (.60) .20 .49 (.15) .37
------------- ------------- ------------- ------------- ------------
(.12) .83 .91 .38 .65
------------- ------------- ------------- ------------- ------------
Less distributions to shareholders:
From net investment income (1) (.48) (.63) (.41) (.53) (.28)
From net realized gain on investments -- (.09) -- -- (.11)
------------- ------------- ------------- ------------- ------------
(.48) (.72) (.41) (.53) (.39)
------------- ------------- ------------- ------------- ------------
Net asset value- end of period $ 10.12 $ 10.72 $ 10.61 $ 10.11 $ 10.26
============= ============= ============= ============= ============

Total return (1.08%) 8.04% 9.03% 3.70% 14.75% *

Ratios and Supplemental Data:
Ratio of expenses to average net assets .55% * .55% .55% .55% .55% *
Ratio of net investment income to average net assets 5.63% * 5.71% 5.74% 6.36% 6.24% *
Portfolio turnover 58% 50% 44% 65% 42%
Net assets at end of period (000 omitted) $ 36,540 $ 33,858 $ 32,155 $ 15,261 $ 5,325

The manager has agreed with the Fund to reduce its management fee and/or bear certain expenses, such that the Fund's total
expenses do not exceed .55% of average daily net assets. Without such agreement and had the 1995 expenses been limited to that
permitted by state securities law, the investment income per share and ratios would have been:

Net investment income $ .46 $ .60 $ .38 $ .44 $ .19

Ratios (to average net assets):
Expenses .79% * .80% 1.06% 1.66% 2.50% *
Net investment income 5.40% * 5.45% 5.22% 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>

-53-
<PAGE>

DLB VALUE FUND
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
Ten Months
Ended Years Ended December 31, Period Ended
October 31, --------------------------------------- December 31,
1999 1998 1997 1996 1995**
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Per share data
(for a share outstanding throughout each period):
Net asset value- beginning of period $ 14.48 $ 14.91 $ 12.53 $ 10.58 $ 10.00
------- ------- ------- ------- -------
Income from investment operations:
Net investment income .29 .27 .15 .16 .09
Net realized and unrealized gain on
investments .14 .50 3.15 2.38 .73
------- ------- ------- ------- -------
0.43 .77 3.30 2.54 .82
------- ------- ------- ------- -------
Less distributions to shareholders:
From net investment income (1) - (.27) (.15) (.16) (.09)
From net realized gain on investments (1) - (.93) (.70) (.41) (.15)
In excess of net realized gain on investment - - (.07) (.02) -
------- ------- ------- ------- -------
- (1.20) (.92) (.59) (.24)
------- ------- ------- ------- -------
Net asset value- end of period $ 14.91 $ 14.48 $ 14.91 $ 12.53 $ 10.58
======= ======= ======= ======= =======

Total Return 2.98% 5.25% 26.35% 23.99% 18.64% *

Ratios and Supplemental Data:
Ratio of expenses to average net assets .74% * .60% .71% .80% .80% *
Ratio of net investment income to
average net assets 2.22% * 1.85% 1.40% 1.56% 2.02% *
Portfolio turnover 28% 21% 25% 23% 7%
Net assets at end of period (000 omitted) $74,383 $71,911 $56,449 $19,228 $10,818

For certain periods indicated below, the manager has agreed with the Fund to reduce its management fee and/or bear certain
expenses, such that the Fund's total expenses do not exceed .80% of average daily net assets. Without such agreement, the
investment income per share and ratios would have been:

Net investment income $ - $ .25 $ .13 $ .09 $ .02

Ratios (to average net assets):
Expenses - .75% .92% 1.50% 2.43% *
Net investment income - 1.69% 1.19% .86% 0.40% *
- -------------------------------------------------------------------------------------------------------------------------------
* Annualized

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

(1) Distributions from net investment income and from net realized gain on investments for the ten months ended
October 31, 1999 was less than $.01 per share.
</TABLE>

-54-
<PAGE>

DLB GROWTH FUND
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
Ten Months Period Ended
Ended October 31, December 31,
1999 1998**
- ----------------------------------------------------------------------------------------------------
<S> <C> <C>
Per share data
(for a share outstanding throughout each period):
Net asset value- beginning of period $12.82 $10.00
------ ------

Income from investment operations:
Net investment income 0.02 0.05
Net realized and unrealized gain on investments 0.09 3.09
----- ----

0.11 3.14
----- ----
Less distributions to shareholders:
From net investment income (1) - (0.05)
From net gain on investments (1) - (0.27)
----- ----

- (0.32)
----- ----

Net asset value- end of period $12.93 $12.82
====== ======

Total return 0.85% 31.33%

Ratios and Supplemental Data:
Ratio of expenses to average net assets .68% * .80% *
Ratio of net investment income to average net assets .19% * .48% *
Portfolio turnover 66% 34%
Net assets at end of period (000 omitted) $115,991 $33,054

The manager has agreed with the Fund to reduce its management fee and/or bear certain expenses, such
that the Fund's total expenses do not exceed .80% of average daily net assets. Without such agreement,
the investment income per share and ratios would have been:

Net investment income $ - $ .03

Ratios (to average net assets):
Expenses - .95% *
Net investment income - .32% *
- ----------------------------------------------------------------------------------------------------
* Annualized
** For the period from January 20, 1998 (commencement of operations) to December 31, 1998.
(1) Distributions from net investment income and from net gain on investments for the ten months ended
October 31, 1999 was less than $.01 per share.
</TABLE>

-55-
<PAGE>

DLB DISCIPLINED GROWTH FUND
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
Ten Months Years Ended December 31,
Ended ------------------------------ Period Ended
October 31, December 31,
1999 1998 1997 1996 **
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Per share data
(for a share outstanding throughout each period):
Net asset value- beginning of period $ 15.89 $ 14.55 $ 11.66 $ 10.00
------------- ------------- ------------- -------------
Income from investment operations:
Net investment income (loss) (.03) .01 .03 .01
Net realized and unrealized gain on investments 1.39 3.72 3.73 1.84
------------- ------------- ------------- -------------
1.36 3.73 3.76 1.85
------------- ------------- ------------- -------------
Less distributions to shareholders:
From net investment income (1) -- (.01) (.03) (.01)
From net realized gain on investments (1) -- (2.38) (.83) (.18)
In excess of net realized gain on investment -- -- (.01) --
------------- ------------- ------------- -------------
-- (2.39) (.87) (.19)
------------- ------------- ------------- -------------
Net asset value- end of period $ 17.25 $ 15.89 $ 14.55 $ 11.66
============= ============= ============= =============
Total Return 8.60% 25.71% 32.23% 18.51%

Ratios and Supplemental Data:
Ratio of expenses to average net assets .90% * .90% .90% .90% *
Ratio of net investment income (loss) to average net assets (.20%) * .08% .23% .43% *
Portfolio turnover 97% 81% 46% 10%
Net assets at end of period (000 omitted) $ 41,683 $ 35,308 $ 25,069 $13,897

The manager has agreed with the Fund to reduce its management fee and/or bear
certain expenses, such that the Fund's total expenses do not exceed .90% of
average daily net assets. Without such agreement, the investment loss per share
and ratios would have been:

Net investment loss $ (.06) $ (.02) $ (.06) $ (.01)

Ratios (to average net assets):
Expenses 1.09% * 1.14% 1.55% 1.82% *
Net investment loss (.39%) * (.17%) (.43%) (.50%)*
- ----------------------------------------------------------------------------------------------------------------------------------
* Annualized

** For the period from August 26, 1996 (commencement of operations) to December 31, 1996.

(1) Distributions from net investment income and from realized gains on
investments for the ten months ended October 31, 1999 were less than
$.01 per share.
</TABLE>

-56-
<PAGE>

DLB ENTERPRISE III FUND
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
Ten Months Years Ended December 31,
Ended ---------------------------------------- Period Ended
October 31, December 31,
1999 1998 1997 1996 1995**
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Per share data
(for a share outstanding throughout each period):
Net asset value- beginning of period $ 11.90 $ 14.19 $ 11.51 $ 10.75 $ 10.00
---------- ---------- ---------- ---------- ----------
Income from investment operations:
Net investment income .07 .10 .08 .15 .08
Net realized and unrealized gain (loss) on
investments (1.04) (1.36) 3.72 1.44 .84
---------- ---------- ---------- ---------- ----------

(.97) (1.26) 3.80 1.59 .92
---------- ---------- ---------- ---------- ----------
Less distributions to shareholders:
From net investment income (1) (2) -- (.10) (.08) (.15) (.08)
From net realized gain on investments (1) (2) -- (.93) (1.04) (.68) (.09)
---------- ---------- ---------- ---------- ----------
-- (1.03) (1.12) (.83) (.17)
---------- ---------- ---------- ---------- ----------
Net asset value- end of period $ 10.93 $ 11.90 $ 14.19 $ 11.51 $ 10.75
========== ========== ========== ========== ==========

Total Return (8.11%) (8.63%) 32.95% 14.75% 21.17% *

Ratios and Supplemental Data:
Ratio of expenses to average net assets .90% * .76% .90% .90% .90% *
Ratio of net investment income to
average net assets .71% * .77% .78% 1.28% 1.90% *
Portfolio turnover 48% 28% 32% 25% 6%
Net assets at end of period (000 omitted) $ 32,612 $ 29,940 $ 27,358 $ 13,690 $ 10,929

The manager has agreed with the Fund to reduce its management fee and/or bear certain expenses, such that the Fund's total
expenses do not exceed .90% of average daily net assets. Without such agreement and had the 1995 expenses been limited to
that permitted by state securities law, the investment income per share and ratios would have been:

Net investment income $ .06 $ .06 $ .04 $ .05 $ .01

Ratios (to average net assets):
Expenses 1.00% * 1.02% 1.33% 1.77% 2.50% *
Net investment income .61% * .51% .36% .41% .32% *
- --------------------------------------------------------------------------------------------------------------------------
* Annualized

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

(1) Distributions in excess of net investment income and distributions in excess of net realized gain on investments
for the year ended December 31, 1996 were less than $.01 per share.

(2) Distributions from net investment income and from net realized gains on investments for the ten months ended
October 31, 1999 were less than $.01 per share.
</TABLE>

-57-
<PAGE>

DLB MICRO CAPITALIZATION FUND
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>

- --------------------------------------------------------------------------------------------------------------------
Ten Months Period Ended
Ended December 31,
October 31, 1999 1998**
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Per share data
(for a share outstanding throughout each period):
Net asset value- beginning of period $ 8.61 $ 10.00
------- -------
Gain (loss) from investment operations:
Net investment loss (.01) (.01)
Net realized and unrealized gain (loss) on investments .29 (1.38)
------- -------

.28 (1.39)
------- -------

Net asset value- end of period $8.89 $8.61
======= =======

Total return 2.92% (13.90%)

Ratios and Supplemental Data:
Ratio of expenses to average net assets 1.30% * 1.30% *
Ratio of net investment loss to average net assets (.18%)* (.28%)*
Portfolio turnover 68% 51%
Net assets at end of period (000 omitted) $31,819 $19,910

The manager has agreed with the Fund to reduce its management fee and/or bear certain expenses, such that the
Fund's total expenses do not exceed 1.30% of average daily net assets. Without such agreement, the investment loss
per share and ratios would have been:

Net investment loss $ (.02) $ (.03)

Ratios (to average net assets):
Expenses 1.51% * 1.77% *
Net investment loss (.39%)* (.76%)*
- --------------------------------------------------------------------------------------------------------------------
* Annualized
** For the period from July 20, 1998 (commencement of operations) to December 31, 1998.
</TABLE>

-58-
<PAGE>

DLB GLOBAL SMALL CAPITALIZATION FUND
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
Ten Months
Ended Years Ended December 31, Period Ended
October 31, -------------------------------- December 31,
1999 1998 1997 1996 1995**
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Per share data
(for a share outstanding throughout each period):
Net asset value- beginning of period $10.78 $11.27 $11.19 $10.33 $10.00
------ ------ ------ ------ ------
Income from investment operations:
Net investment income .01 .01 .02 .01 .07
Net realized and unrealized gain on investments
and foreign currency 1.01 .40 .50 1.01 .33
------ ------ ------ ------ ------
1.02 .41 .52 1.02 .40
------ ------ ------ ------ ------
Less distributions to shareholders:
From net investment income -- (.01) (.01) (.01) (.07)
In excess of net investment income -- (.08) -- -- --
From net realized gain on investments and foreign
currency transactions (1) -- (.81) (.02) (.11) --
In excess of net realized gain on investments and
foreign currency transactions -- -- (.01) (.04) --
Tax return of capital -- -- (.40) -- --
------ ------ ------ ------ ------
-- (.90) (.44) (.16) (.07)
------ ------ ------ ------ ------
Net asset value- end of period $11.80 $10.78 $11.27 $11.19 $10.33
====== ====== ====== ====== ======

Total return 9.48% 3.73% 4.66% 9.85% 4.07%

Ratios and Supplemental Data:
Ratio of expenses to average net assets 1.50% * 1.50% 1.50% 1.50% 1.46% *
Ratio of net investment income to average net assets .10% * .10% .22% .09% 1.46% *
Portfolio turnover 45% 36% 44% 22% 5%
Net assets at end of period (000 omitted) $15,615 $14,310 $13,887 $12,586 $10,509

The manager has agreed with the Fund to reduce its management fee and/or bear certain expenses, such that the Fund's total
expenses do not exceed 1.50% of average daily net assets. Without such agreement and had the 1995 expenses been limited to
that permitted by state securities law, the investment income (loss) per share and ratios would have been:

Net investment income (loss) $ (.04) $ (.08) $ (.05) $ (.10) $ .02

Ratios (to average net assets):
Expenses 2.03% * 2.00% 2.14% 2.36% 2.50% *
Net investment income (loss) (.43%)* (.40%) (.42%) (.77%) .42% *
- -----------------------------------------------------------------------------------------------------------------------------
* Annualized

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

(1) Distributions from net realized gain on investments for the ten months ended October 31, 1999 was less than $.01
per share.
</TABLE>

-59-
<PAGE>

APPENDIX
ADDITIONAL INVESTMENT POLICIES AND RISK CONSIDERATIONS

The Funds may invest in a wide range of investments and engage in various
investment transactions and practices, in addition to the Funds' principal
investment strategies described in the section entitled "About the Funds." These
practices are pursuant to non-fundamental policies and therefore may be changed
by the Board of Trustees of The DLB Fund Group without the consent of
shareholders. Some of the more significant practices and associated risks are
discussed below. You will find additional information about the Funds'
investment policies and associated risks in the Statement of Additional
Information.

CASH RESERVES
Each Fund generally intends to stay fully invested in the types of securities
that represent its principal investment strategies. However, each Fund may hold
a portion of its assets in cash, money market instruments or other high-quality
short-term debt obligations readily changeable to cash, such as treasury bills,
commercial paper or repurchase agreements, at the discretion of the Manager
and/or Subadvisor to provide for expenses and anticipated redemption payments
and to carry out an orderly investment program in accordance with the Fund's
investment policies.

CHANGE IN CAPITALIZATION /
CHANGE IN CREDIT RATING
At the time of making an investment, the principal investment strategies of the
Value Fund, the Enterprise III Fund, the Micro Cap Fund and the Global Small Cap
Fund generally limit investments by those Funds to issuers that meet certain
market capitalization requirements. For example, the Enterprise III Fund invests
primarily in companies that have market capitalizations at the time of
investment between $400 million and $2 billion. However, once the initial
investment has complied with the market capitalization requirements, the Fund
may continue to hold, and may even add to its holdings of, securities of
companies whose market capitalizations later transgress the specified maximum
(or minimum) capitalization. Thus, for instance, the Enterprise III Fund does
not have to sell, and may hold or add to its holdings of, the securities of an
issuer even if that issuer's market capitalization increases above $2 billion
after the Fund makes its investment in the issuer.

Similarly, the Fixed Income Fund may hold securities that lose investment grade
quality after the Fund's investment in those securities if, in the opinion of
the Manager, the investment remains appropriate under the circumstances. If at
any time, however, more than 5% of the Fixed Income Fund's assets are below
investment grade quality, the Manager will dispose of such securities as are
necessary to reduce the holdings to 5% or less.

CHANGES TO INVESTMENT OBJECTIVES
Except for policies identified as "fundamental" in this Prospectus or the
Statement of Additional Information, the Trustees may change the investment
objective and policies of each Fund without shareholder approval. Any such
change may result in a Fund having an investment objective and policies
different from the objective and policies that you considered appropriate when
you invested in the Fund. A Fund will notify you of any changes in its
investment objective or policies through a revised prospectus or other written
communication.

-60-
<PAGE>

EURO RISK
The Global Small Cap Fund, the International Fund and, to a lesser extent, the
other Funds may be subject to an additional risk regarding their foreign
securities holdings. On January 1, 1999, eleven countries in the European
Monetary Union adopted the euro as their official currency. However, their
current currencies (for example, the franc, the mark and the lire) will also
continue in use until January 1, 2002. After that date, it is expected that only
the euro will be used in those countries. A common currency is expected to
confer some benefits in those markets, by consolidating the government debt
market for those countries and reducing some currency risks and costs. But the
conversion to the new currency will affect the Funds operationally and may
adversely impact the value and/or volatility of the securities held by the
Funds.

STATEMENT OF ADDITIONAL INFORMATION
In the Statement of Additional Information you will find a list of fundamental
and non-fundamental investment restrictions applicable to the Funds. The
Statement of Additional Information also describes the following investment
techniques and practices that may be used by the Funds, as indicated below:

ALL FUNDS:

o Money Market Instruments
o Preferred Stocks
o Convertible Securities
o When-Issued Securities
o Restricted / Illiquid Securities
o Repurchase Agreements
o Portfolio Turnover
o Lending of Portfolio Securities
o Derivatives
o Warrants and Rights
o REITs
o Foreign Securities

FIXED INCOME FUND:
o Adjustable Rate Securities
o Interest Rate Swaps and Related Instruments
o Municipal Bonds
o Strips and Residuals
o Zero Coupon Securities
o Loans and Other Direct Debt Instruments
o Reverse Repurchase Agreements and Dollar Roll Transactions

DISCIPLINED GROWTH FUND:
o Financial Futures
o Options

GLOBAL SMALL CAP FUND, INTERNATIONAL FUND AND EMERGING MARKETS FUND:
o Pooled Investment Vehicles
o Foreign Currency Transactions

You will also find additional information regarding the Global Small Cap Fund's
policies with respect to the geographic diversification of its investments in
the Statement of Additional Information.

-61-

<PAGE>
THE DLB FUND GROUP
ONE MEMORIAL DRIVE
CAMBRIDGE, MASSACHUSETTS 02142

LEARNING MORE ABOUT THE FUNDS
You can learn more about the Funds in The DLB Fund Group by reading the Funds'
ANNUAL AND SEMI-ANNUAL REPORTS and the STATEMENT OF ADDITIONAL INFORMATION
(SAI). This information is available free upon request.

In the Annual and Semi-Annual Reports, you will find a listing of portfolio
securities and a discussion of market conditions and investment strategies that
significantly affected each Fund's performance during the period covered by the
Report. The SAI includes additional information about each Fund's investment
policies, risks and operations. The SAI is incorporated by reference into this
Prospectus (WHICH MEANS IT IS LEGALLY CONSIDERED A PART OF THIS PROSPECTUS).

HOW TO OBTAIN MORE INFORMATION
FROM THE DLB FUND GROUP: You may request information about the Funds (including
the Annual and Semi-Annual Reports and the SAI) or make shareholder inquiries by
any of the following methods:

By regular mail or overnight courier
The DLB Fund Group
c/o David L. Babson and
Company Incorporated
Marketing Department
Attention: The DLB Fund
Group Coordinator
One Memorial Drive
Cambridge, Massachusetts 02142

By telephone
1-888-722-2766
Call for account or Fund information
Monday through Friday 9 a.m. to 5 p.m.
(Eastern time).

By telefax
1-617-494-1511

FROM THE SEC: Information about the Funds (including the SAI) can be reviewed
and copied at the SEC's public reference room in Washington D.C. Information on
the operation of the public reference room may be obtained by calling the SEC at
1-202-942-8090. Reports and other information about the Funds are available on
the EDGAR database on the SEC's Internet site at http://www.sec.gov. Investors
may also make an electronic request at: [email protected] or write to: SEC,
Public Reference Section, Washington, D.C., 20549-0102. A fee will be charged
for making copies.

Investment Company Act File Number 811-08690
<PAGE>

THE DLB FUND GROUP

DLB FIXED INCOME FUND
DLB VALUE FUND
DLB GROWTH FUND
DLB DISCIPLINED GROWTH FUND
DLB ENTERPRISE III FUND
DLB MICRO CAPITALIZATION FUND
DLB GLOBAL SMALL CAPITALIZATION FUND
DLB STEWART IVORY INTERNATIONAL FUND
DLB STEWART IVORY EMERGING MARKETS FUND
DLB HIGH YIELD FUND

STATEMENT OF ADDITIONAL INFORMATION

April 28, 2000

This Statement of Additional Information is not a prospectus. This
Statement of Additional Information relates to the prospectuses of The DLB Fund
Group dated on or after April 28, 2000, as amended from time to time, and should
be read in conjunction therewith. Each reference to the term "Prospectus" in
this Statement of Additional Information shall include The DLB Fund Group's
prospectuses relating to the DLB Fixed Income Fund, the DLB Value Fund, the DLB
Growth Fund, the DLB Disciplined Growth Fund, the DLB Enterprise III Fund, the
DLB Micro Capitalization Fund, the DLB Global Small Capitalization Fund, the DLB
Stewart Ivory International Fund, the DLB Stewart Ivory Emerging Markets Fund
and the DLB High Yield Fund (collectively, the "Funds").

The DLB Fund Group's audited financial statements for the fiscal year
ended October 31, 1999 included in the Funds' Annual Reports are hereby
incorporated into this Statement of Additional Information by reference. A copy
of the Prospectus and each Fund's most recent Annual Report may be obtained free
of charge by writing The DLB Fund Group, c/o David L. Babson & Co. Inc.,
Marketing Department, Attention: The DLB Fund Group Coordinator, One Memorial
Drive, Cambridge, Massachusetts 02142, or by telephoning 1-888-722-2766.

<PAGE>

TABLE OF CONTENTS

INVESTMENT OBJECTIVES AND POLICIES AND ASSOCIATED RISKS.......................1
INVESTMENT RESTRICTIONS.......................................................1
INCOME DIVIDENDS, DISTRIBUTIONS AND TAX STATUS................................4
MANAGEMENT OF THE TRUST.......................................................8
INVESTMENT ADVISORY AND OTHER SERVICES.......................................11
ADDITIONAL INVESTMENT PRACTICES OF THE FUNDS.................................15
ADDITIONAL INVESTMENT PRACTICES OF THE FIXED INCOME FUND
AND THE HIGH YIELD FUND......................................................23
ADDITIONAL INVESTMENT PRACTICES OF THE DISCIPLINED GROWTH
FUND AND THE HIGH YIELD FUND -- FUTURES AND OPTIONS..........................32
ADDITIONAL INVESTMENT PRACTICES OF THE GLOBAL
SMALL CAP FUND..............................................................36
ADDITIONAL INVESTMENT PRACTICES OF THE GLOBAL SMALL CAP
FUND, THE INTERNATIONAL FUND AND THE EMERGING MARKETS FUND...................38
PORTFOLIO TRANSACTIONS.......................................................39
DESCRIPTION OF THE TRUST AND OWNERSHIP OF SHARES.............................43
INVESTMENT PERFORMANCE.......................................................50
DETERMINATION OF NET ASSET VALUE.............................................54
EXPERTS......................................................................54
REPORT OF INDEPENDENT AUDITORS AND FINANCIAL STATEMENTS......................54
APPENDIX.....................................................................55
<PAGE>

INVESTMENT OBJECTIVES AND POLICIES AND ASSOCIATED RISKS

The investment objective and principal investment strategies and risks
of each of the DLB Fixed Income Fund (the "Fixed Income Fund"), the DLB Value
Fund (the "Value Fund"), the DLB Growth Fund (the "Growth Fund"), the DLB
Disciplined Growth Fund, which was formerly known as the DLB Quantitative Equity
Fund (the "Disciplined Growth Fund"), the DLB Enterprise III Fund, which was
formerly known as the DLB Mid Capitalization Fund (the "Enterprise III Fund"),
the DLB Micro Capitalization Fund (the "Micro Cap Fund"), the DLB Global Small
Capitalization Fund (the "Global Small Cap Fund"), the DLB Stewart Ivory
International Fund (the "International Fund"), the DLB Stewart Ivory Emerging
Markets Fund (the "Emerging Markets Fund") and the DLB High Yield Fund (the
"High Yield Fund") (each a "Fund," and collectively the "Funds") of The DLB Fund
Group (the "Trust") are set forth in the Prospectus. This Statement of
Additional Information includes additional information on those investment
strategies and risks and on other strategies in which the Funds may engage and
the risks associated with such strategies.

INVESTMENT RESTRICTIONS

Without a vote of the majority of the outstanding voting securities of
the relevant Fund, the Trust will not take any of the following actions with
respect to any Fund:

(1) Borrow money in excess of 10% (33% in the case of the
Growth Fund, Micro Cap Fund, International Fund, Emerging Markets Fund
and High Yield Fund) of the value (taken at the lower of cost or
current value) of the Fund's total assets (not including the amount
borrowed) at the time the borrowing is made, and then only from banks
for temporary, extraordinary or emergency purposes, except that the
Fund may borrow through reverse repurchase agreements or dollar rolls
up to 33% of the value of the Fund's total assets. Such borrowings
(other than borrowings relating to reverse repurchase agreements and
dollar rolls) will be repaid before any investments are purchased.

(2) Underwrite securities issued by other persons except to
the extent that, in connection with the disposition of its portfolio
investments, it may be deemed to be an underwriter under federal
securities laws.

(3) Purchase or sell real estate (including real estate
limited partnerships), although it may purchase securities of issuers
which deal in real estate, including securities of real estate
investment trusts, securities which represent interests in real estate
and securities which are secured by interests in real estate, and the
Fund may acquire and dispose of real estate or interests in real estate
acquired through the exercise of its rights as holder of debt
obligations secured by real estate or interests therein or for use as
office space for the Fund.
<PAGE>

(4) Make loans, except by purchase of debt obligations
(including non-publicly traded debt obligations), by entering into
repurchase agreements or through the lending of the Fund's portfolio
securities. Loans of portfolio securities may be made with respect to
up to 100% of the Fund's assets in the case of each Fund.

(5) Issue any senior security (as that term is defined in the
Investment Company Act of 1940 (the "1940 Act")), if such issuance is
specifically prohibited by the 1940 Act or the rules and regulations
promulgated thereunder. (The Funds have no intention of issuing senior
securities except as set forth in Restriction 1 above.)

(6) Invest 25% or more of the value of its total assets in
securities of issuers in any one industry. (Securities issued or
guaranteed as to principal or interest by the U.S. Government or its
agencies or instrumentalities are not considered to represent
industries.)

(7) Purchase or sell commodities or commodity contracts,
including futures contracts, except that the Disciplined Growth Fund
and the High Yield Fund may purchase and sell futures contracts,
options (including options on commodities and commodity contracts) and
other financial instruments and may enter into foreign exchange
transactions.

Restrictions (1) through (7) above are deemed to be "fundamental"
investment policies.

In addition, it is contrary to the present policy of each Fund to:

(a) Invest in (i) securities which at the time of such
investment are not readily marketable, (ii) securities the disposition
of which is restricted under federal securities laws, excluding
restricted securities that have been determined by the Trustees of the
Trust (or the person designated by them to make such determination) to
be readily marketable, and (iii) repurchase agreements maturing in more
than seven days if, as a result, more than 15% of the Fund's net assets
(taken at current value) would then be invested in securities described
in (i), (ii) and (iii) above.

It is also contrary to the present policy of the Fixed Income Fund, the
Value Fund, the Disciplined Growth Fund and the Global Small Cap Fund
to:

(b) Purchase securities on margin, except such short-term
credits as may be necessary for the clearance of purchases and sales of
securities.
2
<PAGE>

(c) Make short sales of securities or maintain a short
position for the Fund's account unless at all times when a short
position is open the Fund owns an equal amount of such securities or
owns securities which, without payment of any further consideration,
are convertible into or exchangeable for securities of the same issue
as, and equal in amount to, the securities sold short. The Funds have
no current intention in the coming year of engaging in short sales or
maintaining a short position.

(d) Invest in securities of other investment companies, except
by purchase in the open market involving only customary brokers'
commissions, or in connection with mergers, consolidations or
reorganizations. For purposes of this restriction, foreign banks or
their agents or subsidiaries are not considered investment companies.

(e) Acquire more than 10% of the voting securities of any
issuer.

(f) Invest in warrants or rights (other than warrants or
rights acquired by the Fund as a part of a unit or attached to
securities at the time of purchase), except that the Fund may invest in
such warrants or rights so long as the aggregate value thereof (taken
at the lower of cost or market) does not exceed 5% of the value of the
Fund's total assets and so long as no more than 2% of its total assets
are invested in warrants that are not listed on the New York Stock
Exchange or the American Stock Exchange.

(g) Buy or sell oil, gas or other mineral leases, rights or
royalty contracts.

(h) Make investments for the purpose of gaining control of a
company's management.

Unlike Restrictions (1) through (7) above, Restrictions (a) through (h)
above are deemed to be "non-fundamental" investment policies of the applicable
Funds and therefore may be changed by the Trust's Trustees without shareholder
approval.

Except as otherwise indicated in Restriction (1) or Restriction (a)
above, all percentage limitations on investments set forth herein and in the
Prospectus will apply at the time of the making of an investment and shall not
be considered violated unless an excess or deficiency occurs or exists
immediately after and as a result of such investment.

3
<PAGE>

The phrase "shareholder approval," as used in the Prospectus, and the
phrase "vote of a majority of the outstanding voting securities," as used herein
with respect to a Fund, means the affirmative vote of the lesser of (1) more
than 50% of the outstanding shares of that Fund, or (2) 67% or more of the
shares of that Fund present at a meeting if more than 50% of the outstanding
shares are represented at the meeting in person or by proxy.

INCOME DIVIDENDS, DISTRIBUTIONS AND TAX STATUS

The tax status of each Fund and the distributions that it may make are
summarized in the Prospectus under the headings "Distributions" and "Taxes."
Each Fund intends to pay out substantially all of its ordinary income and net
short-term capital gains, and to distribute substantially all of its net capital
gain, if any, after giving effect to any available capital loss carry-over. Net
capital gain is the excess of net long-term capital gain over net short-term
capital loss.

Each Fund intends to qualify each year as a regulated investment
company under Subchapter M of the Internal Revenue Code of 1986, as amended (the
"Code"). In order so to qualify and to qualify for the favorable tax treatment
accorded regulated investment companies and their shareholders, the Fund must,
among other things, (a) derive at least 90% of its gross income from dividends,
interest, payments with respect to certain securities loans, and gains from the
sale of stock, securities and foreign currencies, or other income (including but
not limited to gains from options, futures or firm commitments) derived with
respect to its business of investing in such stock, securities or currencies;
(b) distribute at least 90% of its dividend, interest and certain other income
(including, in general, short-term capital gains) each year; and (c) diversify
its holdings so that at the end of each fiscal quarter (i) at least 50% of the
market value of the Fund's assets is represented by cash items, U.S. Government
securities, securities of other regulated investment companies, and other
securities, limited in respect of any one issuer to a value not greater than 5%
of the value of the Fund's total assets and 10% of the outstanding voting
securities of such issuer, and (ii) not more than 25% of the value of its assets
is invested in the securities (other than those of the U.S. Government or other
regulated investment companies) of any one issuer or of two or more issuers
which the Fund controls and which are engaged in the same, similar or related
trades or businesses. So long as a Fund qualifies for treatment as a regulated
investment company, the Fund will not be subject to federal income tax on income
paid to its shareholders in the form of dividends or capital gain distributions.

4
<PAGE>

If a Fund failed to qualify as a regulated investment company in any
taxable year, the Fund would be subject to tax on its taxable income at
corporate rates, and all distributions from earnings and profits, including any
distributions of net tax-exempt income and net long-term capital gains, would be
taxable to shareholders as ordinary income. In addition, the Fund could be
required to recognize unrealized gains, pay substantial taxes and interest and
make substantial distributions before requalifying for taxation as a regulated
investment company.

In general, all dividends derived from ordinary income and short-term
capital gain are taxable to investors as ordinary income (subject to special
rules concerning the availability of the dividends-received deduction for
corporations) and distributions of long-term capital gains are taxable to
investors as such, regardless of how long a shareholder may have owned shares in
the relevant Fund or whether such distributions are received in shares or cash.
Tax exempt organizations or entities will generally not be subject to federal
income tax on dividends or distributions from a Fund, except certain
organizations or entities, including private foundations, social clubs, and
others, which may be subject to tax on dividends or capital gains. Each
organization or entity should review its own circumstances and the federal tax
treatment of its income.

Dividends and distributions on each Fund's shares are generally subject
to federal income tax as described herein to the extent they do not exceed the
Fund's realized income and gains, even though such dividends and distributions
may economically represent a return of a particular shareholder's investment.
Such distributions are likely to occur in respect of shares purchased at a time
when the Fund's net asset value reflects gains that are either unrealized, or
realized but not distributed. Such realized gains may be required to be
distributed even when a Fund's net asset value also reflects unrealized losses.
Distributions are taxable to a shareholder of a Fund even if they are paid from
income or gains earned by the Fund prior to the shareholder's investment (and
thus were included in the price paid by the shareholder). A distribution paid to
shareholders in January generally is deemed to have been received by
shareholders on December 31 of the preceding year, if the distribution was
declared and payable to shareholders of record on a date in October, November or
December of that preceding year.

An excise tax at the rate of 4% will be imposed on the excess, if any,
of each Fund's "required distribution" over its actual distribution in any
calendar year. Generally, the "required distribution" is 98% of the Fund's
ordinary income for the calendar year plus 98% of its capital gain net income
recognized during the one-year period ending on October 31 (or December 31, if
the Fund so elects) plus undistributed amounts from prior years. Each Fund
intends to make distributions sufficient to avoid imposition of the excise tax.

If a Fund engages in certain transactions, such as firm commitments and
hedging transactions, including hedging transactions in options, futures
contracts, and straddles, or

5
<PAGE>

other similar transactions, it will be subject to special tax rules (including
constructive sale, mark-to-market, straddle, wash sale, and short sale rules),
the effect of which may be to accelerate income, defer losses, cause adjustments
in the holding periods of the Fund's securities and convert short-term capital
gains or losses into long-term capital gains or losses. Such transactions may
therefore affect the amount, timing and character of distributions to
shareholders.

A Fund's investment in securities issued at a discount and certain
other obligations will (and investments in securities purchased at a discount
may) require the Fund to accrue and distribute income and gains not yet
received. In such cases, the Fund may be required to sell assets (including when
it is not advantageous to do so) to generate the cash necessary to distribute as
dividends to its shareholders all of its income and gains and therefore to
eliminate any tax liability at the Fund level.

Each Fund's transactions, if any, in foreign currencies are likely to
result in a difference between the Fund's book income and taxable income. This
difference may cause a portion of the Fund's income distributions to constitute
a return of capital for tax purposes or require the Fund to make distributions
exceeding book income to avoid excise tax liability and to qualify as a
regulated investment company.

Investment by a Fund in certain "passive foreign investment companies"
could subject the Fund to a U.S. federal income tax or other charge on
distributions received from, or the sale of its investment in, such a company,
which tax could not be eliminated by making distributions to Fund shareholders.
To avoid this treatment, a Fund may elect to mark to market annually all of its
stock in a passive foreign investment company. Alternatively, if a Fund elects
to treat a passive foreign investment company as a "qualified electing fund,"
different rules would apply, although the Funds do not currently expect to be in
the position to make such elections.

The dividends-received deduction for corporations will generally apply
to a Fund's dividends paid from investment income to the extent derived from
dividends received by the Fund from domestic corporations that would be entitled
to such deduction in the hands of the Fund if it were a regular corporation. A
corporate shareholder will only be eligible to claim a dividends-received
deduction with respect to a dividend from the Fund if the shareholder held its
shares on the ex-dividend date and for at least 45 more days during the 90-day
period surrounding the ex-dividend date. The dividends-received deduction is not
available to Subchapter S corporations.

BACK-UP WITHHOLDING. The back-up withholding rules set forth below do
not apply to tax exempt entities or corporations that furnish the Trust with an
appropriate certification. For other shareholders, however, the Trust is
generally required to withhold and remit to the U.S. Treasury 31% of all
distributions, whether distributed in cash or reinvested in shares, and 31% of
the proceeds of any redemption paid or credited to the

6
<PAGE>

shareholder's account if an incorrect or no taxpayer identification number has
been provided, where appropriate certification has not been provided for a
foreign shareholder, or where the Trust is notified that the shareholder has
underreported income in the past (or the shareholder fails to certify that he is
not subject to such withholding). The back-up withholding is not an additional
tax and is creditable against a shareholder's tax liability. Special withholding
rules, described below, may apply to foreign shareholders.

FOREIGN WITHHOLDING TAXES. Certain of the Funds that invest in foreign
securities may be subject to foreign withholding taxes on income and gains
derived from foreign investments. Such taxes would reduce the yield on the
Fund's investments, but, as discussed below, may be taken as either a deduction
or a credit by U.S. investors if the Fund makes the election described below.

If, at the end of the fiscal year, more than 50% of the total assets of
any Fund are comprised of stock or securities of foreign corporations, the Trust
intends to make an election with respect to the relevant Fund which allows
shareholders whose income from the Fund is subject to U.S. taxation at the
graduated rates applicable to U.S. citizens, residents or domestic corporations
to claim a foreign tax credit or deduction (but not both) on their U.S. income
tax return. In such case, the amount of qualified foreign income taxes paid by
the Fund would be treated as additional income to Fund shareholders from
non-U.S. sources and as foreign taxes paid by Fund shareholders. Investors
should consult their tax advisors for further information relating to the
foreign tax credit and deduction, which are subject to certain restrictions and
limitations (including with respect to a foreign tax credit, a holding period
requirement). Shareholders of any of the Funds whose income from the Fund is not
subject to U.S. taxation at the graduated rates applicable to U.S. citizens,
residents or domestic corporations may receive substantially different tax
treatment of distributions by the relevant Fund, and may be disadvantaged as a
result of the election described in this paragraph. Organizations that are
exempt from U.S. taxation will not be affected by the election described above.

WITHHOLDING ON DISTRIBUTIONS TO FOREIGN INVESTORS. Dividend
distributions (including in general distributions derived from short-term
capital gains, dividends and interest) are in general subject to a U.S.
withholding tax of 30% when paid to a non-resident alien individual, foreign
estate or trust, a foreign corporation, or a foreign partnership ("foreign
shareholder"). Persons who are residents in a country, such as the United
Kingdom, that has an income tax treaty with the United States may be eligible
for a reduced withholding rate (upon filing of appropriate forms), and are urged
to consult their tax advisors regarding the applicability and effect of such a
treaty. Distributions of net long-term capital gains to a foreign shareholder
and any gain realized upon the sale of Fund shares by such a shareholder will
ordinarily not be subject to U.S. taxation, unless the recipient or seller is a
nonresident alien individual who is present in the United States for more than
183 days during the taxable year, and certain other conditions apply.

7
<PAGE>

Foreign shareholders with respect to whom income from a Fund is "effectively
connected" with a U.S. trade or business carried on by such shareholder,
however, will in general be subject to U.S. federal income tax on the income
derived from the Fund at the graduated rates applicable to U.S. citizens,
residents or domestic corporations, whether such income is received in cash or
reinvested in shares, and may also be subject to a branch profits tax. Again,
foreign shareholders that are residents in a country with an income tax treaty
with the United States may obtain different tax results and all foreign
investors are urged to consult their tax advisors.

NEW WITHHOLDING TAX RULES FOR PAYMENTS AFTER 2000. The Internal Revenue
Service recently revised its regulations affecting the application to foreign
investors of the back-up withholding and withholding tax rules described above.
The new regulations will generally be effective for payments made on or after
January 1, 2001 (although transition rules will apply). In some circumstances,
the new rules will increase the certification and filing requirements imposed on
foreign investors in order to qualify for exemption from the 31% back-up
withholding tax and for reduced withholding tax rates under income tax treaties.
Foreign investors in a Fund should consult their tax advisors with respect to
the potential application of these new regulations.

MANAGEMENT OF THE TRUST

Pursuant to the Trust's Agreement and Declaration of Trust, the Board
of Trustees supervises the affairs of the Trust as conducted by David L. Babson
& Co. Inc. (the "Manager"). The Trustees and officers of the Trust and their
principal occupations during the past five years are as follows:

TRUSTEES

CHARLES E. HUGEL, age 71, serves as a Director Eldorado Bancshares,
Inc., a commercial bank holding company. He is also past Chairman of the Board
of Trustees of Lafayette College. Mr. Hugel is the former Chairman of Asea Brown
Boveri Inc., which principally engages in the manufacture of electrical
equipment and the generation, transmission, distribution and transportation of
power systems, the former Chairman, President and Chief Executive Officer of
Combustion Engineering, Inc. and a former Executive Vice President of American
Telephone and Telegraph Company. Mr. Hugel is also a former director of Eaton
Corp. (industrial and electronic products) and Pitney Bowes Inc. (office
products and services).

*KEVIN M. MCCLINTOCK, age 38, is Executive Vice President and Director
of the Manager. He is the former Director of Equities and Fixed Income of The
Dreyfus Corporation, which is an investment manager, and a Managing Director of
Aeltus, an

8
<PAGE>

investment manager subsidiary of Aetna, which is a provider of insurance and
financial services.

RICHARD A. NENNEMAN, age 70, is the former Editor-in-Chief of The
Christian Science Monitor and a former Senior Vice President of Girard Bank. He
currently serves as a member of the boards of various civic associations.

RICHARD J. PHELPS, age 71, is the Chairman and former Chief Executive
Officer of Phelps Industries, Inc., a manufacturer of pet and consumer products.
He is also the director of Superior Pet Products, U.K., a manufacturer of
rawhide dog treats; a director of Brisbane Bandits Baseball Company, which
operates an Australian baseball team; a director of Bio-Comp Corp., a
manufacturer of fertilizer; and a director of Babson-Stewart Ivory
International, an open-end investment company.

*Trustee who is or may be deemed to be an "interested person" (as such
term is defined in the 1940 Act) of the Trust or the Manager.

OFFICERS

FRANK L. TARANTINO, age 56, President, is Executive Vice President,
Chief Operating Officer and Director of the Manager. Mr. Tarantino is also the
Director, President, Treasurer and Clerk of Babson Securities Corp., the
principal underwriter of the Trust. Before joining the Manager, Mr. Tarantino
was President of Liberty Securities Corporation from 1994 to 1997.

DEANNE B. DUPONT, age 46, Treasurer, is Senior Vice President of the
Manager.

LANCE F. JAMES, age 45, Vice President, is an Executive Vice President
and Director of the Manager.

MARY WILSON KIBBE, age 45, Vice President, is an Executive Vice
President of the Manager. From 1997 through 1999, Ms. Kibbe was an Executive
Director of Massachusetts Mutual Life Insurance Company ("MassMutual"), a
company with which she had been associated since 1982.

JOHN E. DEITELBAUM, age 31, Clerk, is Counsel of the Manager and Second
Vice President and Associate General Counsel of MassMutual (since 2000). Mr.
Deitelbaum is also Assistant Clerk of Babson Securities Corp., the principal
underwriter of the Trust. Previously Mr. Deitelbaum was Vice President and
General Counsel of the Manager (1998-1999), Counsel of MassMutual (1996-1998)
and an associate at the law firm of Day Berry & Howard (1993-1996).

The mailing address of each of the officers and Trustees is c/o David
L. Babson & Co. Inc., One Memorial Drive, Cambridge, Massachusetts 02142.

9
<PAGE>

Except as stated above, the principal occupations of the officers and
Trustees for the last five years have been with the employers as shown above,
although in some cases they may have held different positions with such
employers.

TRUSTEE COMPENSATION

The Trust pays each Trustee who is not an "interested person" of the
Trust a fee for his services. The Trustees periodically review their fees to
assure that such fees continue to be appropriate in light of their
responsibilities as well as in relation to fees paid to Trustees of other mutual
fund complexes. The fees paid to each Trustee by the

Trust for the fiscal year ended October 31, 1999, are shown below:

Total Compensation from
Aggregate Compensation Registrant and Fund
Name Of Trustee from Registrant* Complex Paid to Trustees
- --------------- ---------------- ------------------------

Charles E. Hugel $10,250 $10,250

Richard A. Nenneman $10,250 $10,250

Richard J. Phelps $10,250 $10,250

Kevin M. McClintock $0 $0

James W. MacAllen** $0 $0

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

* Includes an annual retainer and an attendance fee for each meeting attended.
The DLB Fund Group changed its fiscal year end in 1999 from December 31 to
October 31. Accordingly, figures shown for 1999 are for a ten-(10) month period
only. Commencing on January 1, 2000, the annual retainer payable by the Trust to
each of the independent Trustees was increased to $16,000 and the per meeting
fee was set at $1,000.

** Resigned from service as a Trustee effective October 7, 1999.

Code of Ethics

The Trust, the Manager, Babson-Stewart Ivory International, the subadvisor of
certain of the Funds ("BSII"), and Babson Securities Corporation, the principal
underwriter of the Funds ("BSC"), have adopted Codes of Ethics pursuant to the
requirements of the 1940

10
<PAGE>

Act. These Codes of Ethics permit personnel subject to the Codes to invest in
securities, including securities that may be purchased or held by the Funds.

INVESTMENT ADVISORY AND OTHER SERVICES

MANAGEMENT CONTRACTS

The Manager, David L. Babson & Co. Inc., One Memorial Drive, Cambridge,
Massachusetts 02142, is a wholly owned subsidiary of DLB Acquisition Corp., a
holding company that is a majority-owned subsidiary of MassMutual Holding Trust
I, which in turn is a holding company and wholly owned subsidiary of MassMutual
Holding Company, a holding company and a wholly owned subsidiary of MassMutual,
a mutual life insurance company. MassMutual also currently owns more than 25% of
the outstanding shares of each of the Funds (other than the International Fund
and the High Yield Fund) and therefore is deemed to "control" each such Fund
within the meaning of the 1940 Act.

Under separate Management Contracts (each a "Management Contract")
between the Trust and the Manager, and subject to such policies as the Trustees
of the Trust may determine, the Manager will furnish continuously an investment
program for each Fund and will make investment decisions on behalf of the Fund
and place all orders for the purchase and sale of portfolio securities. The
Manager has entered into separate Subadvisory Agreements with Babson-Stewart
Ivory International ("BSII") with respect to the management of the international
component of the Global Small Cap Fund's portfolio and the investment portfolios
of the International Fund and the Emerging Markets Fund. (BSII is referred to
herein as the "Subadvisor.") The Manager pays the Subadvisor a monthly fee at
the annual rate of (a) .50% of the Global Small Cap Fund's average daily net
assets, (b) .375% of the International Fund's average daily net assets, and (c)
.875% of the Emerging Markets Fund's average daily net assets. These payments
will not affect the amounts payable by the Global Small Cap Fund, the
International Fund or the Emerging Markets Fund to the Manager or such Fund's
expense ratio. Subject to the control of the Trustees, the Manager also manages,
supervises and conducts the other affairs and business of the Trust, furnishes
office space and equipment, provides bookkeeping and certain clerical services
and pays all salaries, fees and expenses of officers and Trustees of the Trust
who are affiliated with the Manager. As indicated under "Portfolio
Transactions," the Trust's portfolio transactions may be placed with
broker-dealers which furnish the Manager, at no cost to the Manager, certain
research, statistical and quotation services of value to the Manager in advising
the Trust or its other clients.

Effective March 20, 2000, all of the outstanding shares of Stewart
Ivory (Holding) Ltd., the indirect parent of Stewart Ivory & Company
(International), Ltd., one of the

11
<PAGE>

general partners of the Subadvisor, were acquired by Colonial First State (UK)
Holdings Limited (the "Acquisition"). Colonial First State (UK) Holdings Limited
is an indirect, wholly owned subsidiary of Colonial, Ltd., a global financial
services firm headquartered in Australia. Consummation of the Acquisition
resulted in the termination of the Subadvisory Agreements between the Subadvisor
and the Manager. The Board of Trustees of the Trust has approved interim and new
Subadvisory Agreements between the Subadvisor and the Manager with respect to
the Global Small Cap Fund, the International Fund and the Emerging Markets Fund.
The Board of Trustees has also recommended that the shareholders of each such
Fund approve the new Subadvisory Agreements. A special meeting of the
shareholders of such Funds will be held on June 5, 2000 for the purpose of
considering the approval of the new Subadvisory Agreements. Since March 20, 2000
and until each new Subadvisory Agreement is approved by the shareholders of such
Fund, the Subadvisor is currently serving and will serve as subadvisor to the
Global Small Cap Fund, the International Fund and the Emerging Markets Fund
pursuant to the interim Subadvisory Agreements and in accordance with the
provisions of Rule 15a-4 under the 1940 Act.

As disclosed in the Prospectus, each of the Funds pays the Manager a
monthly fee at the annual rate of the relevant Fund's average daily net assets
set forth therein. In addition, the Manager has agreed to bear certain expenses
through May 1, 2001 to the extent each of the Fund's annual expenses (including
the management fee, but excluding brokerage commissions, hedging transaction
fees and other investment related costs, extraordinary, non-recurring and
certain other unusual expenses, such as litigation expenses and other
extraordinary legal expenses, securities lending fees and expenses, and transfer
taxes) would exceed the percentage of the Fund's average daily net assets set
forth in the Prospectus. The chart set forth below shows for each Fund (other
than the International Fund, the Emerging Markets Fund and the High Yield Fund,
which are newly organized): (1) the total management fees earned by the Manager,
(2) the total management fees actually paid by the Funds to the Manager and (3)
the management fees and other expenses waived by the Manager during the periods
indicated:

<TABLE><CAPTION>
MANAGEMENT FEE OTHER TOTAL
FISCAL ------------------------------------ EXPENSES EXPENSES
YEAR TOTAL PAID WAIVED WAIVED WAIVED
---- ------- ------- ------- ------ -------
<S> <C> <C> <C> <C> <C> <C>
1. FIXED INCOME FUND

1997 86,512 43,160 43,352 67,825 111,177
1998 131,644 80,513 51,131 32,137 83,268
1999+ 121,361 121,361 0 72,271 72,271

2. VALUE FUND

1997 207,027 131,383 75,644 2,994 78,638
1998 367,883 264,569 103,314 72 103,386
1999+ 352,180 352,180 0 0 0

</TABLE>
12
<PAGE>
<TABLE><CAPTION>

<S> <C> <C> <C> <C> <C> <C>
3. GROWTH FUND*

1998 147,804 106,037 41,767 201 41,968
1999+ 526,541 526,541 0 0 0

4. DISCIPLINED GROWTH
FUND**

1997 151,521 110,944 40,577 91,787 132,364
1998 223,157 177,404 45,753 26,270 72,023
1999+ 249,026 249,026 0 63,733 63,733

5. ENTERPRISE III FUND

1997 109,834 54,798 55,036 23,164 78,200
1998 173,748 105,283 68,465 7,012 75,477
1999+ 172,193 172,193 0 27,861 27,861

6. MICRO CAP FUND***

1998 82,227 73,575 8652 30,905 39,557
1999+ 216,505 216,505 0 46,425 46,425

7. GLOBAL SMALL CAP
FUND****

1997 131,927 105,509 26,418 58,251 84,669
1998 143,177 120,477 22,700 49,551 72,251
1999+ 123,274 123,274 0 65,657 65,657

</TABLE>
- -------------------

* The Growth Fund commenced operations on January 20, 1998.

** The Disciplined Growth Fund commenced operations on August 26, 1996.

*** The Micro Cap Fund commenced operations on July 20, 1998.

**** Under the Subadvisory Agreement for the Global Small Cap Fund, (1) for the
fiscal years 1997, 1998 and 1999+, the Manager paid BSII subadvisory fees of
$52,754, $60,238 and $61,637, respectively, and (2) for the fiscal years 1997
and 1998, BSII waived a portion of its fees in an amount equal to $13,209 and
$11,350, respectively.

+ The DLB Fund Group changed its fiscal year end in 1999 from December 31 to
October 31. Accordingly, figures shown for 1999 are for a ten (10) month period
only.

13
<PAGE>

Each Management Contract provides that the Manager shall not be subject
to any liability in connection with the performance of its services thereunder
in the absence of willful misfeasance, bad faith, gross negligence or reckless
disregard of its obligations and duties. Each Management Contract also provides
that in the event the Manager ceases to be the manager of any Fund, the right of
the Fund or the Trust to use the identifying name "DLB" may be withdrawn. Each
Management Contract for the International Fund and the Emerging Markets Fund
also provides that in the event the Subadvisor ceases to be the subadvisor of
the Fund, the right of the Fund or the Trust to use the identifying name
"Stewart Ivory" may be withdrawn.

Each Management Contract has an initial two-year term and will continue
in effect thereafter indefinitely so long as its continuance is approved at
least annually by (i) vote, cast in person at a meeting called for that purpose,
of a majority (or one, if there is only one) of those Trustees who are not
"interested persons" of the Manager or the Trust, and by (ii) the majority vote
of either the full Board of Trustees or the vote of a majority of the
outstanding shares of the relevant Fund. Each Management Contract automatically
terminates on assignment and is terminable on not more than 60 days' notice by
the Trust to the Manager. In addition, each Management Contract may be
terminated on not more than 60 days' written notice by the Manager to the Trust.

The Subadvisory Agreements contain provisions similar to those
contained in the Management Contracts.

PRINCIPAL UNDERWRITER

Babson Securities Corp. ("BSC"), a wholly owned subsidiary of the
Manager, serves as the principal underwriter of the Funds. As described in the
Prospectus, BSC solicits applications for the purchase of shares of the Funds
and may assist investors in transmitting applications to the Funds or their
agent as part of the Funds' continuous offering of their shares. During the
fiscal year ended October 31, 1999, BSC did not receive any compensation from
the Funds or the Trust for serving as principal underwriter of the Funds. BSC's
principal business address is One Memorial Drive, Cambridge, Massachusetts
02142.

CUSTODIAL ARRANGEMENTS

Investors Bank & Trust Company ("IBT") serves as the Trust's custodian
on behalf of the Funds. As such, IBT holds in safekeeping certificated
securities and cash belonging to a Fund and, in such capacity, is the registered
owner of securities in book-entry form belonging to a Fund. Upon instruction,
IBT receives and delivers cash and securities of a Fund in connection with Fund
transactions and collects all dividends and other distributions made with
respect to Fund portfolio securities. IBT also maintains

14
<PAGE>

certain accounts and records of the Trust and calculates the total net asset
value, total net income and net asset value per share of each Fund on a daily
basis.

TRANSFER AGENT/ADMINISTRATOR

In addition to serving as the Trust's custodian, IBT serves as the
Trust's transfer agent and dividend disbursing agent on behalf of the Funds.
IBT, under the terms of an administration agreement with the Trust, also
provides certain services to the Trust, including among others, assisting the
Trust in the following respects: (a) monitoring portfolio compliance, (b)
performing quarterly testing to establish each Fund's qualification as a
regulated investment company for tax purposes, and (c) maintaining effective
Blue Sky notification filings for states in which the Trust intends to solicit
sales of Fund shares.

INDEPENDENT PUBLIC ACCOUNTANTS

Deloitte & Touche LLP is the Trust's independent public accountant,
providing audit services and assistance and consultation in connection with tax
returns and the reviewing of various filings with the Securities and Exchange
Commission (the "SEC").

ADDITIONAL INVESTMENT PRACTICES OF THE FUNDS

As noted in the Prospectus, each Fund may, in pursuing its investment
objective, engage in investment techniques and practices in addition to the
Fund's principal investment strategies. The following discussion provides more
detailed information about certain of these additional, non-principal investment
techniques and practices.

MONEY MARKET INSTRUMENTS. The following is a brief description of the
types of money market securities the Funds may invest in. Money market
securities are high-quality, short-term debt instruments that may be issued by
the U.S. Government, corporations, banks or other entities. They may have fixed,
variable or floating interest rates.

U.S. GOVERNMENT SECURITIES. Each Fund may invest in U.S. Government
Securities. These include obligations issued or guaranteed by the U.S.
Government or any of its agencies or instrumentalities. Payment of principal and
interest on U.S. Government obligations (i) may be backed by the full faith and
credit of the United States (as with U.S. Treasury obligations and GNMA
certificates) or (ii) may be backed solely by the issuing or guaranteeing agency
or instrumentality itself (as with FNMA notes). In the latter case, the investor
must look principally to the agency or instrumentality issuing or guaranteeing
the obligation for ultimate repayment, which agency or instrumentality may be
privately owned. There can be no assurance that the U.S. Government would

15
<PAGE>

provide financial support to its agencies or instrumentalities where it is not
obligated to do so. As a general matter, the value of debt instruments,
including U.S. Government obligations, declines when market interest rates
increase and rises when market interest rates decrease. Certain types of U.S.
Government obligations are subject to fluctuations in yield or value due to
their structure or contract terms.

BANK OBLIGATIONS. Each Fund may invest in bank obligations. These
include certificates of deposit, time deposits and bankers' acceptances. Time
deposits, other than overnight deposits, may be subject to withdrawal penalties
and if so they are deemed "illiquid" investments. Certificates of deposit are
negotiable certificates evidencing the obligation of a bank to repay funds
deposited with it for a specified period of time. Time deposits are
non-negotiable deposits maintained in a banking institution for a specified
period of time at a stated interest rate. Time deposits that may be held by a
Fund will not benefit from insurance from the Bank Insurance Fund or the Savings
Association Insurance Fund administered by the Federal Deposit Insurance
Corporation. Bankers' acceptances are credit instruments evidencing the
obligation of a bank to pay a draft drawn on it by a customer. These instruments
reflect the obligation both of the bank and of the drawer to pay the face amount
of the instrument upon maturity.

COMMERCIAL PAPER. Each Fund may invest in commercial paper, which
consists of short-term, unsecured promissory notes issued by corporations to
finance short-term credit needs. Commercial paper is usually sold on a discount
basis and has a maturity at the time of issuance not exceeding nine months. Each
Fund also may invest in non-convertible corporate debt securities (e.g., bonds
and debentures) with not more than one year remaining to maturity at the date of
settlement.

PREFERRED STOCKS. Each Fund may buy preferred stock. Preferred stock,
unlike common stock, has a stated dividend rate payable from the corporation's
earnings. Preferred stock dividends may be cumulative or non-cumulative,
participating, or auction rate. "Cumulative" dividend provisions require all or
a portion of prior unpaid dividends to be paid. If interest rates rise, the
fixed dividend on preferred stocks may be less attractive, causing the price of
preferred stocks to decline. Preferred stock may have mandatory sinking fund
provisions, as well as call/redemption provisions prior to maturity, which can
be a negative feature when interest rates decline. Preferred stock also
generally has a preference over common stock on the distribution of a
corporation's assets in the event of liquidation of the corporation. Preferred
stock may be "participating" stock, which means that it may be entitled to a
dividend exceeding the stated dividend in certain cases. The rights of preferred
stock on distribution of a corporation's assets in the event of liquidation are
generally subordinate to the rights associated with a corporation's debt
securities.

16
<PAGE>

CONVERTIBLE SECURITIES. Each Fund may purchase fixed-income convertible
securities, such as bonds or preferred stock, which may be converted at a stated
price within a specified period of time into a specified number of shares of
common stock of the same or a different issuer. Convertible securities are
senior to common stock in a corporation's capital structure, but usually are
subordinated to non-convertible debt securities. While providing a fixed-income
stream (generally higher in yield than the income from a common stock but lower
than that afforded by a non-convertible debt security), a convertible security
also affords an investor the opportunity, through its conversion feature, to
participate in the capital appreciation of the common stock into which it is
convertible. In general, the market value of a convertible security is the
higher of its "investment value" (i.e., its value as a fixed-income security) or
its "conversion value" (i.e., the value of the underlying shares of common stock
if the security is converted). As a fixed-income security, the market value of a
convertible security generally increases when interest rates decline and
generally decreases when interest rates rise. However, the price of a
convertible security also is influenced by the market value of the security's
underlying common stock. Thus, the price of a convertible security generally
increases as the market value of the underlying stock increases, and generally
decreases as the market value of the underlying stock declines. Investments in
convertible securities generally entail less risk than investments in the common
stock of the same issuer. While convertible securities are a form of debt
security in many cases, their conversion feature (allowing conversion into
equity securities) causes them to be regarded more as "equity equivalents."

WHEN-ISSUED SECURITIES. Each Fund may purchase or sell securities on a
"when-issued," delayed delivery or on a forward commitment basis ("forward
contracts"). When such transactions are negotiated, the price is fixed at the
time of commitment, but delivery and payment for the securities can take place a
month or more after the commitment date. The securities so purchased or sold are
subject to market fluctuations, and no interest accrues to the purchaser during
this period. At the time of delivery, the securities may be worth more or less
than the purchase or sale price. A Fund may use forward contracts to manage
interest rate exposure, as a temporary substitute for purchasing or selling
particular debt securities, or to take delivery of the underlying security
rather than closing out the forward contract.

RESTRICTED/ILLIQUID SECURITIES. Each Fund may hold up to, but not more
than, 15% of its net assets in "illiquid securities," which are securities that
are not readily marketable, including securities whose disposition is restricted
by contract or under federal securities laws; provided, that in circumstances
where fluctuations in value result in the Fund's investment in illiquid
securities constituting more than 15% of the current value of its net assets,
the Fund will take reasonable steps to reduce its investments in illiquid
securities until such investments constitute no more than 15% of the Fund's net
assets. A Fund may not be able to dispose of such securities in a timely fashion
and for a fair price, which could result in losses to the Fund. In addition,
illiquid securities are generally more difficult to value.

17
<PAGE>

PORTFOLIO TURNOVER. Although portfolio turnover is not a limiting
factor with respect to investment decisions for the Funds, the Funds expect to
experience relatively modest portfolio turnover rates. It is anticipated that
under normal circumstances the annual portfolio turnover rate of any Fund will
not exceed 100%. However, in any particular year, market conditions may result
in greater turnover rates than the Manager currently anticipates. Portfolio
turnover may involve brokerage commissions and other transaction costs, which
the relevant Fund will bear directly, and could involve realization of capital
gains that would be taxable when distributed to shareholders. To the extent that
portfolio turnover results in realization of net short-term capital gains, such
gains ordinarily are taxed to shareholders at ordinary income tax rates.
Portfolio turnover rates for each Fund are shown in the "Financial Highlights"
section of the Prospectus. See the "Taxes" section of the Prospectus and
"Portfolio Transactions" in this Statement of Additional Information for
additional information.

REPURCHASE AGREEMENTS. Each Fund may enter into repurchase agreements.
Under repurchase agreements, a Fund acquires a security for cash and obtains a
simultaneous commitment from the seller to repurchase the security at an
agreed-upon price and date. The resale price exceeds the acquisition price and
reflects an agreed-upon market rate unrelated to the coupon rate on the
purchased security. Repurchase transactions afford an opportunity for a Fund to
earn a return on temporarily available cash at no market risk, although there is
a risk that the seller may default on its obligation to pay the agreed-upon sum
on the redelivery date. Default may subject a Fund to expenses, delays and risks
of loss. Repurchase agreements entered into with foreign brokers, dealers and
banks involve additional risks similar to those of investing in foreign
securities. For a discussion of these risks, see the discussions of foreign
issuer risk and foreign currency risk in the "Descriptions of Principal
Investment Risks" section of the Prospectus.

LENDING OF PORTFOLIO SECURITIES. Each Fund may make secured loans of
portfolio securities on up to 33% of the Fund's total assets. The risks in
lending portfolio securities, as with other extensions of credit, consist of
possible delay in recovery of the securities or possible loss of rights in the
collateral should the borrower fail financially. However, a Fund may make loans
of portfolio securities only to parties that the Manager or Subadvisor believes
have relatively high credit standing. Securities loans are made pursuant to
agreements requiring that loans be continuously secured by collateral in cash or
U.S. Government securities at least equal at all times to the market value of
the securities lent. The borrower pays to the lending Fund an amount equal to
any dividends or interest received on the securities lent. The Fund may invest
the cash collateral received or may receive a fee from the borrower. All
investments of cash collateral by a Fund are for the account and risk of the
Fund. Although voting rights or rights to consent with respect to the loaned
securities pass to the borrower, the Fund retains the right to call the loans at
any time on reasonable notice. The Fund may also call such loans in order to

18
<PAGE>

sell the securities involved. The Fund pays various fees in connection with such
loans, including shipping fees and reasonable custodian and placement fees.

DERIVATIVES. Certain of the instruments in which the Funds may invest,
such as mortgage-backed securities and indexed securities, are considered to be
"derivatives." Derivatives are financial instruments whose values depend upon,
or is derived from, the value of an underlying asset, such as a security or
currency. The use of such instruments may result in a higher amount of
short-term capital gains (taxed at ordinary income tax rates) than would result
if the Funds did not use such instruments.

WARRANTS AND RIGHTS. A warrant typically gives the holder the right to
purchase underlying stock at a specified price for a designated period of time.
Warrants may be a relatively volatile investment. The holder of a warrant takes
the risk that the market price of the underlying stock may never equal or exceed
the exercise price of the warrant. A warrant will expire without value if it is
not exercised or sold during its exercise period. Rights are similar to
warrants, but normally have a short duration and are distributed directly by the
issuer to its shareholders. Warrants and rights have no voting rights, receive
no dividends, and have no rights to the assets of the issuer.

Each Fund may invest in warrants or rights. However, each Fund (other
than the Growth Fund, the Micro Cap Fund, the International Fund, the Emerging
Markets Fund and the High Yield Fund) must limit its investment in warrants or
rights (excluding warrants or rights acquired by the Fund as a part of a unit or
attached to securities at the time of purchase) so that the aggregate value
thereof (taken at the lower of cost or market) does not exceed 5% of the value
of the Fund's total assets and so that no more than 2% of its total assets are
invested in warrants that are not listed on the New York Stock Exchange or the
American Stock Exchange.

REAL ESTATE INVESTMENT TRUSTS. Real estate investment trusts ("REITs")
that may be purchased by a Fund include equity REITs, which own real estate
directly, mortgage REITs, which make construction, development or long-term
mortgage loans, and hybrid REITs, which share characteristics of equity REITs
and mortgage REITs. Equity REITs will be affected by, among other things,
changes in the value of the underlying property owned by the REITs, while
mortgage REITs will be affected by, among other things, the value of the
properties to which they have extended credit.

Factors affecting the performance of real estate may include excess
supply of real property in certain markets, changes in zoning laws, completion
of construction, changes in real estate value and property taxes, sufficient
level of occupancy, adequate rent to cover operating expenses, and local and
regional markets for competing assets. The performance of real estate may also
be affected by changes in interest rates, prudent management of insurance risks
and social and economic trends. In addition, REITs are dependent upon the skill
of each REIT's management.

19
<PAGE>

A Fund could, under certain circumstances, own real estate directly as
a result of a default on debt securities it owns or from an in-kind distribution
of real estate from a REIT. Risks associated with such ownership could include
potential liabilities under environmental laws and the costs of other regulatory
compliance. If the Fund has rental income or income from the direct disposition
of real property, the receipt of such income may adversely affect its ability to
retain its tax status as a regulated investment company and thus its ability to
avoid taxation on its income and gains distributed to its shareholders. REITs
are also subject to substantial cash flow dependency, defaults by borrowers,
self-liquidation and the risk of failing to qualify for tax-free pass-through of
income under the Code and/or to maintain exempt status under the 1940 Act. If a
Fund invests in REITs, investors would bear not only a proportionate share of
the expenses of the Fund, but also, indirectly, expenses of the REITs.

FOREIGN SECURITIES. The Global Small Cap Fund, the International Fund,
the Emerging Markets Fund, and, to a lesser extent, each of the other Funds are
permitted to invest in foreign securities, including investments in emerging
markets. If a Fund's securities are held abroad, the countries in which such
securities may be held and the sub-custodian holding them must be approved by
the Board of Trustees or its delegate under applicable rules adopted by the SEC.

Foreign securities include debt, equity and hybrid instruments,
obligations and securities of foreign issuers, including governments of
countries other than the United States and companies organized under the laws of
countries other than the United States, companies that have their primary
business carried on outside the United States and companies that have their
principal securities trading market outside the United States. Foreign
securities also include securities of foreign issuers (i) represented by
American Depositary Receipts ("ADRs") or (ii) sponsored or unsponsored Global
Depositary Receipts ("GDRs") and European Depositary Receipts ("EDRs") to the
extent they come available.

ADRs are receipts typically issued by a United States bank or trust
company that evidence ownership of underlying securities issued by a foreign
corporation. Generally, ADRs in registered form are designed for use in the
United States securities markets. Each Fund may invest in ADRs through
"sponsored" or "unsponsored" facilities. A sponsored facility is established
jointly by the issuer of the underlying security and a depositary, whereas a
depositary may establish an unsponsored facility without participation by the
issuer of the deposited security. Holders of unsponsored depositary receipts
generally bear all the costs of such facilities and the depositary of an
unsponsored facility frequently is under no obligation to distribute shareholder
communications received from the issuer of the deposited security or to pass
through voting rights to the holders of such receipts in respect of the
deposited securities. ADRs may not necessarily be denominated in the same
currency as the securities into which they may be converted.

20
<PAGE>

The Funds will treat the underlying securities of an ADR as the investment for
purposes of its investment policies and restrictions.

GDRs and EDRs are typically issued by foreign depositaries and evidence
ownership interests in a security or pool of securities issued by either a
foreign or a U.S. corporation. Holders of unsponsored GDRs and EDRs generally
bear all the costs associated with establishing them. The depositary of an
unsponsored GDR or EDR is under no obligation to distribute shareholder
communications received from the underlying issuer or to pass through to the GDR
or EDR holders any voting rights with respect to the securities or pools of
securities represented by the GDR or EDR. GDRs and EDRs also may be denominated
in a currency different from the currency in which the underlying securities are
denominated. Registered GDRs and EDRs are generally designed for use in U.S.
securities markets, while bearer form GDRs and EDRs are generally designed for
non-U.S. securities markets. The Funds will treat the underlying securities of a
GDR or EDR as the investment for purposes of its investment policies and
restrictions.

Investments in foreign securities involve special risks and
considerations. As foreign companies are not generally subject to uniform
accounting, auditing and financial reporting standards, practices and
requirements comparable to those applicable to domestic companies, there may be
less publicly available information about a foreign company than about a
domestic company. For example, foreign markets have different clearance and
settlement procedures. Delays in settlement could result in temporary periods
when assets of a Fund are uninvested. The inability of a Fund to make intended
security purchases due to settlement problems could cause it to miss certain
investment opportunities. They may also entail certain other risks, such as the
possibility of one or more of the following: imposition of dividend or interest
withholding or confiscatory taxes, higher brokerage costs, thinner trading
markets, currency blockages or transfer restrictions, expropriation,
nationalization, military coups or other adverse political or economic
developments; less government supervision and regulation of securities
exchanges, brokers and listed companies; and the difficulty of enforcing
obligations in other countries. Purchases of foreign securities are usually made
in foreign currencies and, as a result, a Fund may incur currency conversion
costs and may be affected favorably or unfavorably by changes in the value of
foreign currencies against the U.S. dollar. Further, it may be more difficult
for a Fund's agents to keep currently informed about corporate actions that may
affect the prices of portfolio securities. Communications between the United
States and foreign countries may be less reliable than within the United States;
thus increasing the risk of delayed settlements of portfolio transactions or
loss of certificates for portfolio securities. Certain markets may require
payment for securities before delivery. A Fund's ability and decisions to
purchase and sell portfolio securities may be affected by laws or regulations
relating to the convertibility of currencies and repatriation of assets.

21
<PAGE>

A number of current significant political, demographic and economic
developments may affect investments in foreign securities and in securities of
companies with operations overseas. Such developments include dramatic political
changes in government and economic policies in several Eastern European
countries and the republics composing the former Soviet Union, as well as the
unification of the European Economic Community. The course of any one or more of
these events and the effect on trade barriers, competition and markets for
consumer goods and services are uncertain. Similar considerations are of concern
with respect to developing countries. For example, the possibility of revolution
and the dependence on foreign economic assistance may be greater in these
countries than in developed countries. Management seeks to mitigate the risks
associated with these considerations through active professional management.

In addition to the general risks of investing in foreign securities,
investments in emerging markets involve special risks. Securities of many
issuers in emerging markets may be less liquid and more volatile than securities
of comparable domestic issuers. Emerging markets may have different clearance
and settlement procedures, and in certain markets there have been times when
settlements have been unable to keep pace with the volume of securities
transactions, making it difficult to conduct such transactions. Delays in
settlement could result in temporary periods when a portion of the assets of a
Fund is uninvested and no return is earned thereon. The inability of a Fund to
make intended security purchases due to settlement problems could cause a Fund
to miss attractive investment opportunities. Inability to dispose of portfolio
securities due to settlement problems could result in losses to a Fund due to
subsequent declines in values of the portfolio securities, decrease in the level
of liquidity in a Fund's portfolio, or, if a Fund has entered into a contract to
sell the security, possible liability to the purchaser. Certain markets may
require payment for securities before delivery, and in such markets a Fund bears
the risk that the securities will not be delivered and that the Fund's payments
will not be returned. Securities prices in emerging markets can be significantly
more volatile than in the more developed nations of the world, reflecting the
greater uncertainties of investing in less established markets and economies. In
particular, countries with emerging markets may have relatively unstable
governments, present the risk of nationalization of businesses, restrictions on
foreign ownership, or prohibitions of repatriation of assets, and may have less
protection of property rights than more developed countries. The economies of
countries with emerging markets may be predominantly based on only a few
industries, may be highly vulnerable to changes in local or global trade
conditions, and may suffer from extreme and volatile debt burdens or inflation
rates. Local securities markets may trade a small number of securities and may
be unable to respond effectively to increases in trading volume, potentially
making prompt liquidation of substantial holdings difficult or impossible at
times. Securities of issuers located in countries with emerging markets may have
limited marketability and may be subject to more abrupt or erratic price
movements.

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<PAGE>

Certain emerging markets may require governmental approval for the
repatriation of investment income, capital or the proceeds of sales of
securities by foreign investors. In addition, if deterioration occurs in an
emerging market's balance of payments or for other reasons, a country could
impose temporary restrictions on foreign capital remittances. A Fund could be
adversely affected by delays in, or a refusal to grant, any required
governmental approval for repatriation of capital, as well as by the application
to that Fund of any restrictions on investments.

Investment in certain foreign emerging market debt obligations may be
restricted or controlled to varying degrees. These restrictions or controls may
at times preclude investment in certain foreign emerging market debt obligations
and increase the expenses of a Fund.

ADDITIONAL INVESTMENT PRACTICES OF
THE FIXED INCOME FUND AND THE HIGH YIELD FUND

In addition to the investment practices described in the Prospectus,
the Fixed Income Fund and the High Yield Fund may also engage in the following
investment practices.

ADJUSTABLE RATE SECURITIES. The Funds may invest in adjustable rate
securities, which are securities that have interest rates that are reset at
periodic intervals, usually by reference to some interest rate index or market
interest rate. They may be U.S. Government securities or securities of other
issuers. Some adjustable rate securities are backed by pools of mortgage loans.
Although the rate adjustment feature may act as a buffer to reduce sharp changes
in the value of adjustable rate securities, these securities are still subject
to changes in value based on changes in market interest rates or changes in the
issuer's creditworthiness. Because the interest rate is reset only periodically,
changes in the interest rates on adjustable rate securities may lag changes in
prevailing market interest rates. Also, some adjustable rate securities (or the
underlying mortgages) are subject to caps or floors that limit the maximum
change in interest rates during a specified period or over the life of the
security. Because of the resetting of interest rates, adjustable rate securities
are less likely than non-adjustable rate securities of comparable quality and
maturity to increase significantly in value when market interest rates fall.

INTEREST RATE SWAPS AND RELATED INSTRUMENTS. An interest rate swap
agreement involves the exchange by a Fund with another party of their respective
commitments to pay or receive interest, such as an exchange of floating rate
payments for fixed rate payments with respect to a notional amount of principal.
Interest rate and yield curve swaps may be used by the Fund as a hedging
technique to preserve a return or spread on a particular investment or portion
of its portfolio or to protect against any increase in the price of securities
the Fund anticipates purchasing in the future. The Funds intend to use

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<PAGE>

these transactions as hedges and not as speculative investments. The Funds
usually will enter into such agreements on a net basis whereby the two payments
of interest are netted with only one party paying the net amount, if any, to the
other.

MUNICIPAL BONDS. The Fixed Income Fund may invest in debt securities
issued by or on behalf of states, territories and possessions of the United
States and the District of Columbia and their political subdivisions, agencies
or instrumentalities, the interest on which is exempt from federal income tax
("municipal bonds"). Municipal bonds are issued to raise money for a variety of
public or private purposes, including financing state or local governments,
specific projects or public facilities.

The Fund can invest in municipal securities that are "general
obligations," secured by the issuer's pledge of its full faith, credit and
taxing power for the payment of principal and interest. The basic security
behind general obligation bonds is the issuer's pledge of its full faith and
credit and taxing power, if any, for the repayment of principal and the payment
of interest. Issuers of general obligation bonds include states, counties,
cities, towns, and regional districts. The proceeds of these obligations are
used to fund a wide range of public projects, including construction or
improvement of schools, highways and roads, and water and sewer systems. The
rate of taxes that can be levied for the payment of debt service on these bonds
may be limited or unlimited. Additionally, there may be limits as to the rate or
amount of special assessments that can be levied to meet these obligations.

The Fund can also buy municipal bonds that are "revenue obligations,"
whose interest is payable only from the revenues derived from a particular
facility or class of facilities, or a specific excise tax or other revenue
source. The principal security for a revenue bond is generally the net revenues
derived from a particular facility, group of facilities, or, in some cases, the
proceeds of a special excise tax or other specific revenue source. Revenue bonds
are issued to finance a wide variety of capital projects. Examples include
electric, gas, water and sewer systems; highways, bridges, and tunnels; port and
airport facilities; colleges and universities; and hospitals. Although the
principal security for these types of bonds may vary from bond to bond, many
provide additional security in the form of a debt service reserve fund that may
be used to make principal and interest payments on the issuer's obligations.
Housing finance authorities have a wide range of security, including partially
or fully insured mortgages, rent-subsidized and/or collateralized mortgages,
and/or the net revenues from housing or other public projects. Some authorities
provide further security in the form of a state's ability (without obligation)
to make up deficiencies in the debt service reserve fund.

The Fund may also buy industrial development bonds, which are
considered municipal bonds if the interest paid is exempt from federal income
tax. They are issued by or on behalf of public authorities to raise money to
finance various privately operated facilities for business and manufacturing,
housing, sports, and pollution control. These

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<PAGE>

bonds may also be used to finance public facilities such as airports, mass
transit systems, ports, and parking. The payment of the principal and interest
on such bonds is dependent solely on the ability of the facility's user to meet
its financial obligations and the pledge, if any, of real and personal property
financed by the bond as security for those payments.

The municipal bonds that may be purchased by the Fund may have fixed,
variable or floating rates of interest. In addition, some bonds may be
"callable," allowing the issuer to redeem them before their maturity date. When
interest rates decline, it is more likely that the issuer may call the bond. If
that occurs, the Fund might have to reinvest the proceeds of the called bond in
fixed income securities that pay a lower rate of return.

LOWER RATED FIXED INCOME SECURITIES. Under normal market conditions,
the High Yield Fund invests primarily in lower rated fixed income securities
(commonly known as "junk bonds"). The lower ratings of certain securities held
by the Fund reflect a greater possibility that adverse changes in the financial
condition of the issuer or in general economic conditions, or both, or an
unanticipated rise in interest rates, may impair the ability of the issuer to
make payments of interest and principal. The inability (or perceived inability)
of issuers to make timely payments of interest and principal would likely make
the values of securities held by the Fund more volatile and could limit the
Fund's ability to sell its securities at prices approximating the values the
Fund had placed on such securities. In the absence of a liquid trading market
for securities held by the Fund, the Fund at times may be unable to establish
the fair value of such securities. Furthermore, since the Fund typically invests
primarily in lower rated fixed income securities, the Fund's achievement of its
investment objective may be more dependent upon the Manager's investment
analysis than if the Fund invested primarily in higher rated securities.

Securities ratings are based largely on the issuer's historical
financial condition and the rating agencies' analysis at the time of rating.
Consequently, the rating assigned to any particular security is not necessarily
a reflection of the issuer's current financial condition, which may be better or
worse than the rating would indicate. In addition, the rating assigned to a
security by Moody's Investors Service, Inc. or Standard & Poor's Rating
Services, a division of The McGraw Hill Companies, Inc. ("Standard & Poor's")
(or by any other nationally recognized securities rating agency) does not
reflect an assessment of the volatility of the security's market value or the
liquidity of an investment in the security. A description of the securities
ratings assigned by Moody's Investors Service, Inc. and Standard & Poor's is
included in Appendix B to the High Yield Fund's prospectus.

Like those of other fixed income securities, the values of lower rated
securities fluctuate in response to changes in interest rates. A decrease in
interest rates will generally result in an increase in the value of the Fund's
assets. Conversely, during periods of rising interest rates, the value of the
Fund's assets will generally decline. The

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<PAGE>

values of lower rated securities may often be affected to a greater extent by
changes in general economic conditions and business conditions affecting the
issuers of such securities and their industries. Negative publicity or investor
perceptions may also adversely affect the values of lower rated securities.
Changes by securities rating agencies in their ratings of a fixed income
security and changes in the ability of an issuer to make payments of interest
and principal may also affect the values of these investments. Changes in the
values of portfolio securities generally will not affect income derived from
these securities but will affect the Fund's net asset value. The Fund will not
necessarily sell a security when its rating falls below its rating at the time
of purchase. The Manager will monitor the investment, however, to determine
whether its retention will assist in meeting the Fund's investment objective.

Issuers of lower rated securities are often highly leveraged, so that
their ability to service their debt obligations during an economic downturn or
during sustained periods of rising interest rates may be impaired. Such issuers
may not have more traditional methods of financing available to them and may be
unable to repay outstanding obligations at maturity by refinancing. The risk of
loss due to default in payment of interest or repayment of principal by such
issuers is significantly greater because such securities frequently are
unsecured and subordinated to the prior payment of senior indebtedness.

At times, a substantial portion of the Fund's assets may be invested in
securities of which the Fund, by itself or together with other funds and
accounts managed by the Manager, holds all or a major portion. Although the
Manager generally considers such securities to be liquid because of the
availability of an institutional market for such securities, it is possible
that, under adverse market or economic conditions or in the event of adverse
changes in the financial condition of the issuer, the Fund could find it
difficult to sell these securities when the Manager believes it advisable to do
so or may be able to sell the securities only at prices lower than if they were
more widely held. Under these circumstances, it may also be difficult to
determine the fair value of such securities for purposes of computing the Fund's
net asset value. In order to enforce its rights in the event of a default by the
issuer of such securities, the Fund may be required to participate in various
legal proceedings or take possession of and manage assets securing the issuer's
obligations on such securities. This could increase the Fund's operating
expenses and adversely affect the Fund's net asset value. In addition, the
Fund's intention to qualify as a "regulated investment company" under the Code
may limit the extent to which the Fund may exercise its rights by taking
possession of such assets.

Certain securities held by the Fund may permit the issuer at its option
to "call," or redeem, its securities. If an issuer were to redeem securities
held by the Fund during a time of declining interest rates, the Fund may not be
able to reinvest the proceeds in securities providing the same investment return
as the securities redeemed.

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<PAGE>

ZERO COUPON AND PAYMENT-IN-KIND SECURITIES. The Fixed Income Fund and
the High Yield Fund may invest in zero coupon fixed income securities and
payment-in-kind fixed income securities. Zero coupon fixed income securities are
issued at a significant discount from their principal amount in lieu of paying
interest periodically. Payment-in-kind fixed income securities allow the issuer,
at its option, to make current interest payments on the fixed income securities
either in cash or in additional fixed income securities. Because zero coupon and
payment-in-kind fixed income securities do not pay current interest in cash,
their value is subject to greater fluctuation in response to changes in market
interest rates than fixed income securities that pay interest currently. Both
zero coupon and payment-in-kind fixed income securities allow an issuer to avoid
the need to generate cash to meet current interest payments. Accordingly, such
securities may involve greater credit risks than fixed income securities paying
interest currently in cash. A Fund is required to accrue interest income on such
investments and to distribute such amounts at least annually to shareholders
even though such securities do not pay current interest in cash. Thus, it may be
necessary at times for a Fund to liquidate investments in order to satisfy its
dividend requirements.

COMMON STOCKS AND OTHER EQUITY SECURITIES. The High Yield Fund may
invest in common stocks and their equivalents. Common stocks and their
equivalents, together called "equity securities," are generally volatile and
more risky than some other forms of investment. Equity securities of companies
with relatively small market capitalization may be more volatile than the
securities of larger, more established companies and than the broad equity
market indices.

ASSET-BACKED SECURITIES. The Funds may invest in asset-backed
securities. Through the use of trusts and special purpose corporations,
automobile or credit card receivables may be securitized in pass-through
structures similar to mortgage pass-through structures or in a pass-through
structure similar to the CMO structure. Generally, the issuers of asset-backed
bonds, notes or pass-through certificates are special purpose entities and do
not have any significant assets other than the receivables securing such
obligations. In general, the collateral supporting asset-backed securities is of
shorter maturity than mortgage loans. Instruments backed by pools of receivables
are similar to mortgage-backed securities in that they are subject to
unscheduled prepayments of principal prior to maturity. When the obligations are
prepaid, the Fund ordinarily will reinvest the prepaid amounts in securities the
yields of which reflect interest rates prevailing at the time. Therefore, a
Fund's ability to maintain a portfolio that includes high-yielding asset-backed
securities will be adversely affected to the extent that prepayments of
principal must be reinvested in securities that have lower yields than the
prepaid obligations. Moreover, prepayments of securities purchased at a premium
could result in a realized loss.

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<PAGE>

OPEN-END INVESTMENT COMPANIES AND CLOSED-END INVESTMENT COMPANIES. The
High Yield Fund may invest in open-end investment companies and in closed-end
investment companies. Investment companies include the category of investments
commonly known as mutual funds. An open-end investment company is a fund that
redeems its shares on a daily basis, while a closed-end investment company is a
fund that does not redeem its shares on a daily basis. An investment in a
closed-end investment company may be less liquid than an investment that can be
sold any time a Fund holding such an investment decides to sell. Since the value
of an investment company is based on the value of the individual securities it
holds, an investment company's value will fall if the value of its underlying
securities declines. As a shareholder of an investment company, a Fund will bear
its ratable share of the investment company's expenses, including management
fees, and will remain subject to the investment company's advisory and
administration fees with respect to the assets so invested.

STRIPS AND RESIDUALS. The Funds may invest in stripped mortgage-backed
securities that are usually structured with two classes that receive different
portions of the interest and principal distributions on a pool of mortgage
loans. The Funds may invest in both the interest-only or "IO" class and the
principal-only or "PO" class. Prepayments could result in losses on such
stripped mortgage-backed securities. The yield to maturity on an IO class of
stripped mortgage-backed securities is extremely sensitive not only to changes
in prevailing interest rates but also to the rate of principal payments
(including prepayments) on the underlying assets. A rapid rate of principal
prepayments may have a measurably adverse effect on a Fund's yield to maturity
to the extent it invests in IOs. If the assets underlying the IO experience
greater than anticipated prepayments of principal, the Fund may fail to fully
recoup its initial investment in these securities. Conversely, POs tend to
increase in value if prepayments are greater than anticipated and decline if
prepayments are slower than anticipated. Stripped mortgage-backed securities may
have limited liquidity. The Funds may also invest in IO or PO strips relating to
other types of fixed income securities, such as asset-backed securities. Such
investments would be subject to risks similar to those described above.

Collateralized mortgage obligations ("CMOs") also include securities
representing the interest in any excess cash flow and/or the value of any
collateral remaining after the issuer has applied cash flow from the underlying
mortgages or mortgage-backed securities to the payment of principal of, and
interest on, all other CMOs and the administrative expenses of the issuer
("Residuals"). Due to uncertainty as to whether any excess cash flow or the
underlying collateral will be available, there can be no assurances that
Residuals will ultimately have value. Residuals also involve the additional risk
of loss of the entire value of the investment if the underlying securities are
prepaid. In addition, if a CMO bears interest at an adjustable rate, the cash
flows on the related Residual will also be extremely sensitive to the level of
the index upon which the rate adjustments are based.

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<PAGE>

INDEXED SECURITIES. The Funds may purchase securities, the redemption
values and/or the coupons of which are indexed to the prices of other
securities, securities indices, precious metals or other commodities, or other
financial indicators. Indexed securities typically, but not always, are debt
securities or deposits whose value at maturity or coupon rate is determined by
reference to a specific instrument or statistic. Gold-indexed securities, for
example, typically provide for a maturity value that depends on the price of
gold, resulting in a security whose price tends to rise and fall together with
gold prices.

The performance of indexed securities depends to a great extent on the
performance of the security, currency, or other instrument to which they are
indexed, and may also be influenced by interest rate changes in the U.S. and
abroad. At the same time, indexed securities are subject to the credit risks
associated with the issuer of the security, and their values may decline
substantially if the issuer's creditworthiness deteriorates. Indexed securities
may be more volatile than the underlying instrument.

Indexed securities in which the Funds may invest include so-called
"inverse floating obligations" or "residual interest bonds" on which the
interest rates typically decline as short-term market interest rates increase
and increase as short-term market rates decline. Such securities have the effect
of providing a degree of investment leverage because they will generally
increase or decrease in value in response to changes in market interest rates at
a rate which is a multiple of the rate at which fixed-rate long-term securities
increase or decrease in response to such changes. As a result, the market values
of such securities will generally be more volatile than the market values of
fixed rate securities.

LOANS AND OTHER DIRECT DEBT INSTRUMENTS. The Funds may invest in direct
debt instruments which are interests in amounts owed by a corporate,
governmental, or other borrower to lenders or lending syndicates (loans and loan
participations), to suppliers of goods or services (trade claims or other
receivables), or to other parties. Direct debt instruments are subject to the
Funds' policies regarding the quality of debt securities.

Purchasers of loans and other forms of direct indebtedness depend
primarily upon the creditworthiness of the borrower for payment of principal and
interest. Direct debt instruments may not be rated by any nationally recognized
rating agency. Loans that are fully secured offer the Funds more protection than
an unsecured loan in the event of non-payment of scheduled interest or
principal. However, there is no assurance that the liquidation of collateral
from a secured loan would satisfy the borrower's obligation, or that the
collateral can be liquidated. Indebtedness of borrowers whose creditworthiness
is poor involves substantially greater risks, and may be highly speculative.
Borrowers that are in bankruptcy or restructuring may never pay off their
indebtedness, or may pay only a small fraction of the amount owed. Direct
indebtedness of emerging countries will also

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<PAGE>

involve a risk that the governmental entities responsible for the repayment of
the debt may be unable, or unwilling, to pay interest and repay principal when
due.

Investments in loans through direct assignment of a financial
institution's interest with respect to a loan may involve additional risks to a
Fund. For example, if a loan is foreclosed, the Fund could become part owner of
any collateral, and would bear the costs and liabilities associated with owning
and disposing of the collateral. In addition, it is conceivable that under
emerging legal theories of lender liability, the Fund could be held liable as a
co-lender. Direct debt instruments may also involve a risk of insolvency of the
lending bank or other intermediary.

A loan is often administered by a bank or other financial institution
that acts as agent for all holders. The agent administers the terms of the loan,
as specified in the loan agreement. A Fund may have to rely on the agent to
collect and pass on to the Fund any payments received from the borrower and to
apply appropriate credit remedies against a borrower. When the Fund is required
to rely upon a financial institution to pass on to the Fund principal and
interest, the Fund will evaluate the creditworthiness of such financial
institution as well as the creditworthiness of the borrower.

Direct indebtedness purchased by a Fund may include letters of credit,
revolving credit facilities, or other standby financing commitments obligating
the Fund to pay additional cash on demand. These commitments may have the effect
of requiring the Fund to increase its investment in a borrower at a time when it
would not otherwise have done so. The Fund will set aside appropriate liquid
assets in a segregated custodial account to cover its potential obligations
under standby financing commitments.

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<PAGE>

REVERSE REPURCHASE AGREEMENTS AND DOLLAR ROLL TRANSACTIONS. The Funds
may enter into reverse repurchase agreements and dollar roll agreements with
banks and brokers to enhance return.

Reverse repurchase agreements involve sales by a Fund of portfolio
assets concurrently with an agreement by the Fund to repurchase the same assets
at a later date at a fixed price. During the reverse repurchase agreement
period, the Fund continues to receive principal and interest payments on these
securities and also has the opportunity to earn a return on the collateral
furnished by the counterparties to secure their obligation to redeliver the
securities.

Dollar rolls are transactions in which a Fund sells securities for
delivery in the current month and simultaneously contracts to repurchase
substantially similar (same type and coupon) securities on a specified future
date. During the roll period, the Fund forgoes principal and interest paid on
the securities. The Fund is compensated by the difference between the current
sales price and the forward price for the future purchase

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<PAGE>

(often referred to as the "drop") as well as by the interest earned on the cash
proceeds of the initial sale.

The Funds will establish segregated accounts with their custodian in
which they will maintain assets equal in value to their obligations in respect
of reverse repurchase agreements and dollar rolls. Reverse repurchase agreements
involve the risk that the market value of the securities retained by a Fund may
decline below the price of the securities the Fund has sold but is obligated to
repurchase under the agreement. In the event the buyer of securities under a
reverse repurchase agreement or dollar roll files for bankruptcy or becomes
insolvent, a Fund's use of the proceeds of the agreement may be restricted
pending a determination by the other party, or its trustee or receiver, whether
to enforce the Fund's obligation to repurchase the securities. Reverse
repurchase agreements and dollar rolls are considered borrowings by a Fund for
purposes of the Fund's fundamental investment restriction with respect to
borrowings.

ADDITIONAL INVESTMENT PRACTICES OF THE
DISCIPLINED GROWTH FUND AND THE HIGH YIELD FUND --
FUTURES AND OPTIONS

In addition to the investment practices described in the Prospectus,
the Disciplined Growth Fund and the High Yield Fund may also engage in
transactions involving futures and options. The following sections provide more
detailed information about these practices.

SUMMARY - FINANCIAL FUTURES AND OPTIONS ON FUTURES. The Funds may buy
and sell financial futures contracts on securities indices and fixed income
securities. A futures contract is a contract to buy or sell units of a
particular securities index, or a certain amount of a fixed income security, at
an agreed price on a specified future date. Depending on the change in value of
the index or security between the time when a Fund enters into and terminates a
futures contract, the Fund realizes a gain or loss. The Fund may purchase and
sell futures contracts for hedging purposes and to adjust that Fund's exposure
to relevant stock or bond markets. For example, when the Manager wants to
increase the Fund's exposure to equity securities, it may do so by taking long
positions in futures contracts on equity indices such as futures contracts on
the Standard & Poor's 500 Composite Stock Price Index ("S&P 500"). Similarly,
when the Manager wants to increase the Fund's exposure to fixed income
securities, it may do so by taking long positions in futures contracts relating
to fixed income securities such as futures contracts on U.S. Treasury bonds or
notes. The Fund may buy and sell call and put options on futures contracts or on
stock indices in addition to or as an alternative to purchasing or selling
futures contracts.

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<PAGE>

The use of futures and options involves certain special risks. Certain
risks arise because of the possibility of imperfect correlations between
movements in the prices of financial futures and options and movements in the
prices of the underlying securities index or securities that are the subject of
the hedge. The successful use of futures and options further depends on the
Manager's ability to forecast market or interest rate movements correctly. Other
risks arise from a Fund's potential inability to close out its futures or
related options positions, and there can be no assurance that a liquid secondary
market will exist for any futures contract or option at a particular time. The
Fund's ability to terminate option positions established in the over-the-counter
market may be more limited than for exchange-traded options and may also involve
the risk that securities dealers participating in such transactions would fail
to meet their obligations to the Fund. The use of futures or options on futures
for purposes other than hedging may be regarded as speculative. Certain
regulatory requirements may also limit the Fund's ability to engage in futures
and options transactions.

SUMMARY - OPTIONS. The Funds may purchase and sell call and put options
on securities it owns or in which it may invest. A Fund receives a premium from
writing a call or put option, which increases the Fund's return if the option
expires unexercised or is closed out at a net profit. When the Fund writes a
call option, it gives up the opportunity to profit from any increase in the
price of a security above the exercise price of the option; when it writes a put
option, the Fund takes the risk that it will be required to purchase a security
from the option holder at a price above the current market price of the
security. The Fund may terminate an option that it has written prior to its
expiration by entering into a closing purchase transaction in which it purchases
an option having the same terms as the option written. The Fund may also from
time to time buy and sell combinations of put and call options on the same
underlying security to earn additional income. The aggregate value of the
securities underlying the options written by the Fund may not exceed 25% of the
Fund's total assets. The Fund's use of these strategies may be limited by
applicable law.

ASSET COVERAGE FOR FUTURES AND OPTIONS POSITIONS. The Funds will comply
with guidelines established by the SEC with respect to coverage of options and
futures strategies by mutual funds, and if the guidelines so require will set
aside appropriate liquid assets in a segregated custodial account in the amount
prescribed. Securities held in a segregated account cannot be sold while the
futures or options strategy is outstanding, unless they are replaced with other
suitable assets. As a result, there is a possibility that segregation of a large
percentage of a Fund's assets could impede portfolio management or the Fund's
ability to meet redemption requests or other current obligations.

COMBINED POSITIONS. The Funds may purchase and write options in
combination with each other, or in combination with futures or forward
contracts, to adjust the risk and return characteristics of the overall
position. For example, a Fund may purchase a put

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<PAGE>

option and write a call option on the same underlying instrument, in order to
construct a combined position whose risk and return characteristics are similar
to selling a futures contract. Another possible combined position would involve
writing a call option at one strike price and buying a call option at a lower
price, in order to reduce the risk of the written call option in the event of a
substantial price increase. Because combined options positions involve multiple
trades, they result in higher transaction costs and may be more difficult to
open and close out.

CORRELATION OF PRICE CHANGES. Because there are a limited number of
types of exchange-traded options and futures contracts, it is likely that the
standardized contracts available will not match a Fund's current or anticipated
investments exactly. The Fund may invest in options and futures contracts based
on securities with different issuers, maturities, or other characteristics from
the securities in which it typically invests, which involves a risk that the
options or futures position will not track the performance of the Fund's other
investments.

Options and futures prices can also diverge from the prices of their
underlying instruments, even if the underlying instruments match the Fund's
investments well. Options and futures prices are affected by such factors as
current and anticipated short-term interest rates, changes in volatility of the
underlying instruments, and the time remaining until expiration of the contract,
which may not affect security prices the same way. Imperfect correlation may
also result from differing levels of demand in the options and futures markets
and the securities markets, from structural differences in how options and
futures and securities are traded, or from imposition of daily price fluctuation
limits or trading halts. The Fund may purchase or sell options and futures
contracts with a greater or lesser value than the securities it wishes to hedge
or intends to purchase in order to attempt to compensate for differences in
volatility between the contract and the securities, although this may not be
successful in all cases. If price changes in the Fund's options or futures
positions are poorly correlated with its other investments, the positions may
fail to produce anticipated gains or result in losses that are not offset by
gains in other investments.

FUTURES CONTRACTS. When a Fund purchases a futures contract, it agrees
to purchase a specified underlying instrument at a specified future date. When
the Fund sells a futures contract, it agrees to sell the underlying instrument
at a specified future date. The price at which the purchase and sale will take
place is fixed when the Fund enters into the contract. Some currently available
futures contracts are based on specific securities, such as U.S. Treasury bonds
or notes, and some are based on indices of securities prices, such as the S&P
500. Futures can be held until their delivery dates, or can be closed out before
then if a liquid secondary market is available. The value of a futures contract
tends to increase and decrease in tandem with the value of its underlying
instrument. Therefore, purchasing futures contracts will tend to increase the
Fund's exposure to positive and negative price fluctuations in the underlying
instrument, much as

34
<PAGE>

if it had purchased the underlying instrument directly. When the Fund sells a
futures contract, by contrast, the value of its futures position will tend to
move in a direction contrary to the market. Selling futures contracts,
therefore, will tend to offset both positive and negative market price changes,
much as if the underlying instrument had been sold.

FUTURES MARGIN PAYMENTS. The purchaser or seller of a futures contract
is not required to deliver or pay for the underlying instrument unless the
contract is held until the delivery date. However, both the purchaser and seller
are required to deposit "initial margin" with a futures broker, known as a
futures commission merchant ("FCM"), when the contract is entered into. Initial
margin deposits are typically equal to a percentage of the contract's value. If
the value of either party's position declines, that party will be required to
make additional "variation margin" payments to settle the change in value on a
daily basis. The party that has a gain may be entitled to receive all or a
portion of this amount. Initial and variation margin payments do not constitute
purchasing securities on margin for purposes of a Fund's investment limitations.
In the event of the bankruptcy of an FCM that holds margin on behalf of the
Fund, the Fund may be entitled to return of margin owed to it only in proportion
to the amount received by the FCM's other customers, potentially resulting in
losses to the Fund.

LIMITATIONS ON FUTURES AND OPTIONS TRANSACTIONS. The Funds have filed a
notice of eligibility for exclusion from the definition of the term "commodity
pool operator" with the Commodity Futures Trading Commission ("CFTC") and the
National Futures Association, which regulate trading in the futures markets. The
Funds intend to comply with Rule 4.5 under the Commodity Exchange Act. To the
extent the Funds do not engage in commodity futures or commodity options for
"bona fide" hedging purposes, the Rule requires the Funds to limit the initial
margin and premiums paid to establish such positions to 5% of net assets. The
amount by which a commodity option is "in the money" is excluded for these
purposes.

LIQUIDITY OF OPTIONS AND FUTURES CONTRACTS. There is no assurance a
liquid secondary market will exist for any particular options or futures
contract at any particular time. Options may have relatively low trading volume
and liquidity if their strike prices are not close to the underlying
instrument's current price. In addition, exchanges may establish daily price
fluctuation limits for options and futures contracts, and may halt trading if a
contract's price moves upward or downward more than the limit in a given day. On
volatile trading days when the price fluctuation limit is reached or a trading
halt is imposed, it may be impossible for a Fund to enter into new positions or
close out existing positions. If the secondary market for a contract is not
liquid because of price fluctuation limits or otherwise, it could prevent prompt
liquidation of unfavorable positions, and potentially could require the Fund to
continue to hold a position until delivery or expiration regardless of changes
in its value. As a result, the Fund's access to other assets held to cover its
options or futures positions could also be impaired.

35
<PAGE>

OTC OPTIONS. Unlike exchange-traded options, which are standardized
with respect to the underlying instrument, expiration date, contract size, and
strike price, the terms of over-the-counter ("OTC") options (options not traded
on exchanges) generally are established through negotiation with the other party
to the option contract. While this type of arrangement allows a Fund greater
flexibility to tailor an option to its needs, OTC options generally involve
greater credit risk than exchange-traded options, which are guaranteed by the
clearing organization of the exchanges where they are traded.

PURCHASING PUT AND CALL OPTIONS. By purchasing a put option, a Fund
obtains the right (but not the obligation) to sell the option's underlying
instrument at a fixed strike price. In return for this right, the Fund pays the
current market price for the option (known as the option premium). Options have
various types of underlying instruments, including specific securities, indices
of securities prices, and futures contracts. The Fund may terminate its position
in a put option that it has purchased by allowing it to expire or by exercising
the option. If the option is allowed to expire, the Fund will lose the entire
premium it paid. If the Fund exercises the option, it completes the sale of the
underlying instrument at the strike price. The Fund may also terminate a put
option position by closing it out in the secondary market at its current price,
if a liquid secondary market exists.

The buyer of a typical put option can expect to realize a gain if
security prices fall substantially. However, if the underlying instrument's
price does not fall enough to offset the cost of purchasing the option, a put
buyer can expect to suffer a loss (limited to the amount of the premium paid,
plus related transaction costs).

The features of call options are essentially the same as those of put
options, except that the purchaser of a call option obtains the right to
purchase, rather than sell, the underlying instrument at the option's strike
price. A call buyer typically attempts to participate in potential price
increases of the underlying instrument with risk limited to the cost of the
option if security prices fall. At the same time, the buyer can expect to suffer
a loss if security prices do not rise sufficiently to offset the cost of the
option.

WRITING PUT AND CALL OPTIONS. When a Fund writes a put option, it takes
the opposite side of the transaction from the option's purchaser. In return for
receipt of the premium, the Fund assumes the obligation to pay the strike price
for the option's underlying instrument if the other party to the option chooses
to exercise it. When writing an option on a futures contract, the Fund will be
required to make margin payments to an FCM as described above for futures
contracts. The Fund may seek to terminate its position in a put option it writes
before exercise by closing out the option in the secondary market at its current
price. If the secondary market is not liquid for a put option the Fund has
written, however, the Fund must continue to be prepared to pay the

36
<PAGE>

strike price while the option is outstanding, regardless of price changes, and
must continue to set aside assets to cover its position.

If security prices rise, a put writer would generally expect to profit,
although its gain would be limited to the amount of the premium it received. If
security prices remain the same over time, it is likely that the writer will
also profit, because it should be able to close out the option at a lower price.
If security prices fall, the put writer would expect to suffer a loss. This loss
should be less than the loss from purchasing the underlying instrument directly,
however, because the premium received for writing the option should mitigate the
effects of the decline. Writing a call option obligates the Fund to sell or
deliver the option's underlying instrument, in return for the strike price, upon
exercise of the option. The characteristics of writing call options are similar
to those of writing put options, except that writing calls generally is a
profitable strategy if prices remain the same or fall. Through receipt of the
option premium, a call writer mitigates the effects of a price decline. At the
same time, because a call writer must be prepared to deliver the underlying
instrument in return for the strike price, even if its current value is greater,
a call writer gives up some ability to participate in security price increases.

ADDITIONAL INVESTMENT PRACTICES OF THE
GLOBAL SMALL CAP FUND

The Global Small Cap Fund normally expects to invest approximately 40%
to 60% of its assets outside the United States and the remaining 60% to 40% of
its assets inside the United States. The weighting of the Fund's portfolio
between foreign and domestic investments will depend upon prevailing conditions
in foreign and domestic markets. Under certain market conditions, the Fund may
invest more than 60% of its assets either outside or inside the United States.
In addition, the Fund will always invest at least 65% of its total assets in at
least three different countries, one of which will be the United States.

The Manager believes that the securities markets of many nations move
relatively independently of one another because business cycles and other
economic or political events that influence one country's securities markets may
have little effect on securities markets in other countries. By investing in a
global portfolio, the Fund attempts to reduce the risks associated with
investing in the economy of only one country. Consistent with the above
policies, the Fund may at times invest more than 25% of its assets in the
securities of issuers located in a single country. At such times, the Fund's
performance will be directly affected by political, economic, market and
exchange rate conditions in such country. When the Fund invests a substantial
portion of its assets in a single country it is subject to greater risk of
adverse changes in any of these factors with respect to such country than a fund
which does not invest as heavily in the country.

37
<PAGE>

In certain foreign countries, particularly newly industrializing
countries, the Fund's market capitalization guideline of $1.5 billion may
include companies which, when viewed on a relative basis, are not considered
"small cap" in the particular country.

ADDITIONAL INVESTMENT PRACTICES OF THE
GLOBAL SMALL CAP FUND, THE INTERNATIONAL FUND
AND THE EMERGING MARKETS FUND

POOLED INVESTMENT VEHICLES. In order to gain exposure to certain
foreign countries that prohibit or impose restrictions on direct investment, the
Global Small Cap Fund, the International Fund and the Emerging Markets Fund may
(subject to any applicable regulatory requirements) invest in foreign and
domestic investment companies and other pooled investment vehicles that invest
primarily or exclusively in such countries. A Fund's investment through such
vehicles will generally involve the payment of indirect expenses (including
advisory fees) which the Fund does not incur when investing directly.

FOREIGN CURRENCY TRANSACTIONS. Since the stocks of foreign companies
are frequently denominated in foreign currencies, and since a Fund may
temporarily hold uninvested reserves in bank deposits in foreign currencies, the
Fund will be affected favorably or unfavorably by changes in currency rates and
in exchange control regulations, and may incur costs in connection with
conversions between various currencies.

Each Fund's general approach is to leave currency exposure unhedged.
The investment policies of each Fund, however, permit the Fund to purchase
foreign securities or enter into forward foreign currency exchange contracts in
order to expedite settlement of portfolio transactions. In exceptional
circumstances, a Fund may use forward foreign currency exchange contracts or
other currency transactions, such as exchange listed currency futures, exchange
listed and OTC options on currencies, and currency swaps, to protect a position
if fundamental technical analysis suggests that it is necessary.

A Fund will ordinarily conduct its foreign currency exchange
transactions either on a spot (i.e., cash) basis at the spot rate prevailing in
the foreign currency exchange market, or through the use of forward contracts to
purchase or sell foreign currencies. A forward foreign currency exchange
contract will involve an obligation by a Fund to purchase or sell a specific
amount of currency at a future date, which may be any fixed number of days, from
the date of the contract agreed upon by the parties, at a price set at the time
of the contract. These contracts are transferable in the interbank market
conducted directly between currency traders (usually large commercial banks) and
their customers. A forward contract generally has no deposit requirements, and
no commissions are charged at any stage for trades. Neither type of foreign
currency

38
<PAGE>

transaction will eliminate fluctuations in the prices of a Fund's portfolio
securities or prevent loss if the prices of such securities should decline.

Currency transactions are subject to risks different from those of
other portfolio transactions. Because currency control is of great importance to
the issuing governments and influences economic planning and policy, government
exchange controls, blockages, and manipulations or exchange restrictions imposed
by governments can negatively affect purchases and sales of currency and related
instruments. These can result in losses to a Fund if it is unable to deliver or
receive currency or funds in settlement of obligations and could also cause
hedges it has entered into to be rendered useless, resulting in full currency
exposure as well as incurring transaction costs. Buyers and sellers of currency
futures are subject to the same risks that apply to the use of futures
generally. Further, settlement of a currency futures contract for the purchase
of most currencies must occur at a bank based in the issuing nation. Trading
options on currency futures is relatively new, and the ability to establish and
close out positions on such options is subject to the maintenance of a liquid
market that may not always be available. Currency exchange rates may fluctuate
based on factors extrinsic to that country's economy.

PORTFOLIO TRANSACTIONS

INVESTMENT DECISIONS

Investment decisions for the Funds and for the other investment
advisory clients of the Manager and the Subadvisor and their affiliates are made
with a view to achieving their respective investment objectives. Investment
decisions are the product of many factors in addition to basic suitability for
the particular client involved. Based on these factors, a particular security
may be bought or sold for certain clients but not others. Likewise, a particular
security may be bought for one or more clients when one or more other clients
are selling the security. In some instances, one client may sell a particular
security to another client. It also often happens that two or more clients
simultaneously purchase or sell the same security, in which event each day's
transactions in such security are, insofar as possible, averaged as to price and
allocated between such clients in a manner which in the Manager's or the
Subadvisor's opinion is equitable to each and in accordance with the amount
being purchased or sold by each. There may be circumstances when purchases or
sales of portfolio securities for one or more clients will have an adverse
effect on other clients.

BROKERAGE AND RESEARCH SERVICES

Transactions on U.S. stock exchanges, commodities markets and futures
markets and other agency transactions involve the payment by a Fund of
negotiated brokerage commissions. Such commissions vary among different brokers.
A particular broker may

39
<PAGE>

charge different commissions according to such factors as the difficulty and
size of the transaction. Transactions in foreign investments often involve the
payment of fixed brokerage commissions, which may be higher than those in the
United States. In the case of securities traded in the over-the-counter markets,
the price paid by a Fund usually includes an undisclosed dealer commission or
mark-up. In underwritten offerings, the price paid by a Fund includes a
disclosed, fixed commission or discount retained by the underwriter or dealer.
It is anticipated that most purchases and sales of securities by the Fixed
Income Fund and the High Yield Fund will be with the issuer or with underwriters
of or dealers in those securities, acting as principal. Accordingly, the Fixed
Income Fund and the High Yield Fund would not ordinarily pay significant
brokerage commissions with respect to securities transactions.

It has for many years been a common practice in the investment advisory
business for advisers of investment companies and other investors to receive
brokerage and research services (as defined in the Securities Exchange Act of
1934, as amended, and the rules promulgated thereunder (the "1934 Act")) from
broker-dealers that execute portfolio transactions for the clients of such
advisers and from third parties with which such broker-dealers have
arrangements. Consistent with this practice, the Manager and the Subadvisor may
receive brokerage and research services and other similar services from many
broker-dealers with which the Manager and the Subadvisor place the Funds'
portfolio transactions and from third parties with which these broker-dealers
have arrangements. These services may include such matters as trade execution
services, general economic and market reviews, industry and company reviews,
evaluations of investments, recommendations as to the purchase and sale of
investments, newspapers, magazines, pricing services, quotation services, news
services and personal computers utilized by the Manager's or Subadvisor's
investment professionals. Where the services referred to above are not used
exclusively by the Manager or the Subadvisor for brokerage or research purposes,
the Manager or Subadvisor, based upon allocations of expected use, would bear
that portion of the cost of these services which directly relates to their
non-brokerage or non-research use. Some of these services may be of value to the
Manager, the Subadvisor or their affiliates in advising various of their clients
(including the Funds), although not all of these services would necessarily be
useful and of value in managing the Funds or any particular Fund. The management
fee paid by each Fund is not reduced because the Manager, the Subadvisor or
their affiliates may receive these services even though the Manager or the
Subadvisor might otherwise be required to purchase some of these services for
cash.

The Manager and Subadvisor each place orders for the purchase and sale
of portfolio investments for the Funds and buy and sell investments for the
Funds through a substantial number of brokers and dealers. In so doing, the
Manager and the Subadvisor use their best efforts to obtain for the Funds the
most favorable price and execution available, except to the extent they may be
permitted to pay higher brokerage commissions as described below. In seeking the
most favorable price and execution, the

40
<PAGE>

Manager and the Subadvisor, having in mind each Fund's best interests, consider
all factors they deem relevant, including, by way of illustration, price, the
size of the transaction, the nature of the market for the security or other
investment, the amount of the commission, the timing of the transaction taking
into account market prices and trends, the reputation, experience and financial
stability of the broker-dealer involved and the quality of service rendered by
the broker-dealer in other transactions.

As permitted by Section 28(e) of the 1934 Act, and by each Management
Contract or, as applicable, each Subadvisory Agreement, the Manager and the
Subadvisor may cause a Fund to pay a broker-dealer which provides "brokerage and
research services" (as defined in the 1934 Act) to the Manager or Subadvisor an
amount of disclosed commission for effecting securities transactions on stock
exchanges and other transactions for such Fund on an agency basis in excess of
the commission which another broker-dealer would have charged for effecting that
transaction. The Manager's or the Subadvisor's authority to cause the Funds to
pay any such greater commissions is also subject to such policies as the
Trustees may adopt from time to time. It is the position of the staff of the SEC
that Section 28(e) does not apply to the payment of such greater commissions in
"principal" transactions. Accordingly the Manager and the Subadvisor will use
their best efforts to obtain the most favorable price and execution available
with respect to such transactions, as described above.

The following tables show brokerage commissions on portfolio
transactions paid by each Fund (other than the International Fund, the Emerging
Markets Fund and the High Yield Fund, which are newly organized) during the
fiscal periods indicated.

1. FIXED INCOME FUND
-----------------

Fiscal Year ended Brokerage Commissions
----------------- ---------------------
December 31, 1997 $0
December 31, 1998 $0
October 31, 1999 (from January 1, 1999) $0

2. VALUE FUND
----------

Fiscal Year ended Brokerage Commissions
----------------- ---------------------
December 31, 1997 $60,776
December 31, 1998 $63,166
October 31, 1999 (from January 1, 1999) $48,785

41
<PAGE>

3. GROWTH FUND
-----------

Fiscal Year ended Brokerage Commissions
----------------- ---------------------
December 31, 1998 (from January 20, 1998) $35,612
October 31, 1999 (from January 1, 1999) $230,248

4. DISCIPLINED GROWTH FUND
-----------------------

Fiscal Year ended Brokerage Commissions
----------------- ---------------------
December 31, 1997 $17,992
December 31, 1998 $41,973
October 31, 1999 (from January 1, 1999) $53,927

5. ENTERPRISE III FUND
-------------------

Fiscal Year ended Brokerage Commissions
----------------- ---------------------
December 31, 1997 $36,573
December 31, 1998 $48,871
October 31, 1999 (from January 1, 1999) $97,399

6. MICRO CAP FUND
--------------

Fiscal Year ended Brokerage Commissions
----------------- ---------------------
December 31, 1998 (from July 20, 1998) $36,532
October 31, 1999 (from January 1, 1999) $53,007

7. GLOBAL SMALL CAP FUND
---------------------

Fiscal Year ended Brokerage Commissions
----------------- ---------------------
December 31, 1997 $32,949
December 31, 1998 $25,801
October 31, 1999 (from January 1, 1999) $15,053

42
<PAGE>

The increase in brokerage commissions paid by the Growth Fund, the
Enterprise II Fund and the Micro Cap Fund from the prior periods shown resulted
from higher turnover rates experienced by these Funds during the 10-month period
ended October 31, 1999 and, in the case of the Growth Fund, a substantial
increase in the size of the Fund.

The following table shows transactions (including the dollar value of
such transactions, the percentage of total transactions represented by such
transactions and commissions paid on such transactions) placed by each Fund
(other than the International Fund, the Emerging Markets Fund and the High Yield
Fund, which are newly organized) with brokers and dealers during the fiscal year
ended October 31, 1999 to recognize research services.

================================================================================
DOLLAR VALUE PERCENT
OF THOSE OF TOTAL AMOUNT OF
TRANSACTIONS TRANSACTIONS COMMISSIONS
================================================================================
FIXED INCOME FUND $0 0% $0
- --------------------------------------------------------------------------------
VALUE FUND $16,940,999 52.40% $25,186
- --------------------------------------------------------------------------------
GROWTH FUND $89,848,914 41.02% $141,963
- --------------------------------------------------------------------------------
DISCIPLINED GROWTH FUND $7,096,974 9.24% $8,396
- --------------------------------------------------------------------------------
ENTERPRISE III FUND $10,730,795 28.50% $39,462
- --------------------------------------------------------------------------------
MICRO CAP FUND $3,929,115 9.67% $15,955
- --------------------------------------------------------------------------------
GLOBAL SMALL CAP FUND $1,503,614 24.39% $5,316
================================================================================

DESCRIPTION OF THE TRUST AND OWNERSHIP OF SHARES

The Trust, an open-end, management investment company, is organized as
a Massachusetts business trust under the laws of Massachusetts by an Agreement
and Declaration of Trust dated August 1, 1994, as amended (the "Declaration of
Trust"). A copy of the Declaration of Trust is on file with the Secretary of The
Commonwealth of Massachusetts. Each Fund is a non-diversified series of the
Trust. The fiscal year for each Fund ends on October 31. Prior to July 22, 1999,
the fiscal year for each Fund ended on December 31.

43
<PAGE>

Each share of each Fund represents an equal proportionate interest in
such Fund. Shares of the Trust do not have any preemptive rights. Shares are
freely transferable and are entitled to dividends as declared by the Trustees.
Upon liquidation of a Fund, shareholders of such Fund are entitled to share pro
rata in the net assets of the Fund available for distribution to shareholders.

The Trust has an unlimited number of authorized shares of beneficial
interest. The Declaration of Trust permits the Trustees, without shareholder
approval, to subdivide any series of shares into various sub-series of shares
with such dividend preferences and other rights as the Trustees may designate.
While the Trustees have no current intention to exercise this power, it is
intended to allow them to provide for an equitable allocation of the impact of
any future regulatory requirements that might affect various classes of
shareholders differently. The Trustees may also, without shareholder approval,
establish one or more additional separate portfolios for investments in the
Trust or merge two or more existing portfolios. Shareholders' investments in
such a portfolio would be evidenced by a separate series of shares.

The Declaration of Trust provides for the perpetual existence of the
Trust. The Trust, however, may be terminated at any time by vote of at least
two-thirds of the outstanding shares of the Trust. The Declaration of Trust
further provides that the Trustees may also terminate the Trust, or any Fund
thereof, upon written notice to the shareholders.

VOTING RIGHTS

Shareholders are entitled to one vote for each full share held (with
fractional votes for fractional shares held) and will vote (to the extent
provided herein) in the election of Trustees and the termination of the Trust
and on other matters submitted to the vote of shareholders. Shareholders vote by
individual Fund on all matters except that (i) when required by the 1940 Act,
shares shall be voted in the aggregate and not by individual Fund, and (ii) when
the Trustees have determined that the matter affects only the interests of one
or more Funds, then only shareholders of such Funds shall be entitled to vote
thereon. Shareholders of one Fund shall not be entitled to vote on matters
exclusively affecting another Fund, such matters including, without limitation,
the adoption of or change in the investment objective, policies or restrictions
of the other Fund and the approval of the investment advisory contract of the
other Fund.

44
<PAGE>

There will normally be no meetings of shareholders for the purpose of
electing Trustees except that in accordance with the 1940 Act (i) the Trust will
hold a shareholders' meeting for the election of Trustees at such time as less
than a majority of the Trustees holding office have been elected by
shareholders, and (ii) if, as a result of a vacancy in the Board of Trustees,
less than two-thirds of the Trustees holding office have been elected by the
shareholders, that vacancy may only be filled by a vote of the shareholders.
Upon written request by the holders of at least 10% of the outstanding shares
stating that such shareholders wish to communicate with the other shareholders
for the purpose of obtaining the signatures necessary to demand a meeting to
consider removal of a Trustee, the Trust has undertaken to provide a list of
shareholders or to disseminate appropriate materials (at the expense of the
requesting shareholders). In addition, shareholders of the Trust holding at
least 10% of the outstanding shares entitled to vote have the right to call a
meeting to elect or remove Trustees or to take other actions as provided in the
Declaration of Trust. Shareholders holding a majority of the outstanding shares
of the Trust may remove Trustees from office by votes cast in person or by proxy
at a meeting of shareholders or by written consent. Except as set forth above,
the Trustees shall continue to hold office and may appoint successor Trustees.
Voting rights are not cumulative.

No amendment may be made to the Declaration of Trust without the
affirmative vote of a majority of the outstanding shares of the Trust except (i)
to change the Trust's name or to cure technical problems in the Declaration of
Trust and (ii) to establish, designate or modify new and existing series or
sub-series of Trust shares or other provisions relating to Trust shares in
response to applicable laws or regulations.

SHAREHOLDER AND TRUSTEE LIABILITY

Under Massachusetts law, shareholders could, under certain
circumstances, be held personally liable for the obligations of the Trust.
However, the Declaration of Trust disclaims shareholder liability for acts or
obligations of the Trust and requires that notice of such disclaimer be given in
each agreement, obligation, or instrument entered into or executed by the Trust
or the Trustees. The Declaration of Trust provides for indemnification out of
the property of the relevant Fund for all loss and expense of any shareholder of
that Fund held personally liable for the obligations of the Trust. Thus, the
risk of a shareholder incurring financial loss on account of shareholder
liability is considered remote because it is limited to circumstances in which
the disclaimer is inoperative and the Fund of which he is or was a shareholder
would be unable to meet its obligations.

The Declaration of Trust further provides that the Trustees will not be
liable for errors of judgment or mistakes of fact or law. However, nothing in
the Declaration of Trust protects a Trustee against any liability to which the
Trustee would otherwise be subject by reason of willful misfeasance, bad faith,
gross negligence, or reckless disregard

45
<PAGE>

of the duties involved in the conduct of his office. The By-laws of the Trust
provide for indemnification by the Trust of the Trustees and the officers of the
Trust except with respect to any matter as to which any such person did not act
in good faith in the reasonable belief that his action was in or not opposed to
the best interests of the Trust. Such person may not be indemnified against any
liability to the Trust or the Trust's shareholders to which he would otherwise
be subject by reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of his office.

At March 31, 2000, except as noted below, the officers and Trustees of
the Trust owned less than 1% as a group of the shares of any Fund, and, to the
knowledge of the Trust, no person owned of record or beneficially 5% or more of
the shares of any Fund.

1. FIXED INCOME FUND
-----------------

Shareholder Name and Address Percentage Owned

Massachusetts Mutual Life 44.72%
Insurance Company
1295 State Street
Springfield, MA 01111

MassMutual Foundation for Hartford Inc. 16.55%
1295 State Street
Springfield, MA 01111

David L. Babson & Co. Pension Plan 14.10%
c/o David L. Babson & Co. Inc.
One Memorial Drive
Cambridge, MA 02142

2. VALUE FUND
----------

Shareholder Name and Address Percentage Owned

Massachusetts Mutual Life 63.96%
Insurance Company
1295 State Street
Springfield, MA 01111

46
<PAGE>

MassMutual Foundation for Hartford Inc. 9.14%
1295 State Street
Springfield, MA 01111

National City PA, Trustee FBO 7.74%
Allegheny County Police Pension
P. O. Box 242
Bethel Park, PA 15102

Norwest Bank Trustee FBO 7.05%
Universal Cooperatives
7801 Metro Parkway
P.O. Box 460
Minneapolis, MN 55440

3. GROWTH FUND
-----------

Shareholder Name and Address Percentage Owned

Massachusetts Mutual Life 96.00%
Insurance Company
1295 State Street
Springfield, MA 01111

4. DISCIPLINED GROWTH FUND
-----------------------

Shareholder Name and Address Percentage Owned

Massachusetts Mutual Life 90.10%
Insurance Company
1295 State Street
Springfield, MA 01111

David L. Babson & Co. Profit Sharing Plan 5.04%
c/o David L. Babson & Co. Inc.
One Memorial Drive
Cambridge, MA 02142

47
<PAGE>

5. ENTERPRISE III FUND
-------------------

Shareholder Name and Address Percentage Owned

Massachusetts Mutual Life 75.68%
Insurance Company
1295 State Street
Springfield, MA 01111

M&I Trust Company, as Trustee 19.86%
1000 N. Water Street -TR14
Milwaukee, WI 53202

6. MICRO CAP FUND
--------------
Shareholder Name and Address Percentage Owned

Massachusetts Mutual Life 58.33%
Insurance Company
1295 State Street
Springfield, MA 01111

Richard Duffield & Daniel Norton, Trustees 8.02%
3753 E. Sunrise Drive
Tuscon, Arizona 85718

Gallagher Enterprises, LLC
370 17th Street
Denver, CO 80202 5.31%

7. GLOBAL SMALL CAP FUND
---------------------

Shareholder Name and Address Percentage Owned

Massachusetts Mutual Life 91.05%
Insurance Company
1295 State Street
Springfield, MA 01111

48
<PAGE>

8. INTERNATIONAL FUND
------------------

Shareholder Name and Address Percentage Owned

Virginia Power Collectively Bargained 23.27%
VEBA Trust
P.O. Box 26532
Richmond, VA 23241

Herbert & Grace Dow Foundation 18.15%
1018 West Main Street
Midland, MI 48640

Plymouth County Retirement Plan 14.50%
South Russell Street
Plymouth, MA 02380

Dominion Resources, Inc. 14.35%
Salaried Employee Insurance VEBA Trust
P.O. Box 26532
Richmond, VA 23251

Butler University 11.90%
4800 Sunset Avenue
Indianapolis, IN 46208

Horizon Hospital System 9.15%
263 Arlington Drive
Greenville, PA 16125

9. EMERGING MARKETS FUND
---------------------

Shareholder Name and Address Percentage Owned

Massachusetts Mutual Life 97.74%
Insurance Company
1295 State Street
Springfield, MA 01111

49
<PAGE>

INVESTMENT PERFORMANCE

STANDARD PERFORMANCE MEASURES

The yield of the Fixed Income Fund and the High Yield Fund may be
provided in reports, sales literature and advertisements. Yield is presented for
a specified thirty-day period (the "base period"). Yield is based on the amount
determined by (i) calculating the aggregate amount of dividends and interest
earned by a Fund during the base period less expenses for that period, and (ii)
dividing that amount by the product of (A) the average daily number of shares of
the Fund outstanding during the base period and entitled to receive dividends
and (B) the net asset value on the last day of the base period. The result is
annualized on a compounding basis to determine the yield. For this calculation,
interest earned on debt obligations held by a Fund is generally calculated using
the yield to maturity (or first expected call date) on such obligations based on
their market values (or, in the case of receivables-backed securities such as
securities issued by the Government National Mortgage Association, based on
cost). Dividends on equity securities are accrued daily at their stated dividend
rates. The yield for the Fixed Income Fund for the 30-day period ended October
31, 1999 was 6.26%.

Each Fund may also advertise its total return. Total Return with
respect to a Fund is a measure of the change in value of an investment in such
Fund over the period covered, which assumes any dividends or capital gains
distributions are reinvested immediately rather than paid to the investor in
cash. The formula for Total Return used herein includes four steps: (1) adding
to the total number of shares purchased by a hypothetical $1,000 investment in
the Fund all additional shares which would have been purchased if all dividends
and distributions paid or distributed during the period had been immediately
reinvested; (2) calculating the value of the hypothetical initial investment of
$1,000 as of the end of the period by multiplying the total number of shares
owned at the end of the period by the net asset value per share on the last
trading day of the period; (3) assuming redemption at the end of the period; and
(4) dividing this account value for the hypothetical investor by the initial
$1,000 investment. Average Annual Total Return is the annual compounded
percentage change in the value of the amount invested in the Fund from the
beginning until the end of the stated period.

The following table summarizes the calculation of Total Return for the
Funds, where applicable, (i) for the one-year period ended October 31, 1999,
(ii) for the five-year period ended October 31, 1999 and (iii) since
commencement of operations+.

50
<PAGE>

- ------------------------ ----------------------- ------------------------ ------------------------
Average Annual Total Average Annual Total Average Annual Total
Return for the One-Year Return for the Five-Year Return from Commencement
Period ended Period ended of Operations+ through
Fund October 31, 1999* October 31, 1999* October 31,1999*
- ------------------------ ----------------------- ------------------------ ------------------------
<S> <C> <C> <C>
Fixed Income Fund -0.27% N/A 5.98%
- ------------------------ ----------------------- ------------------------ ------------------------
Value Fund 7.05% N/A 15.06%
- ------------------------ ----------------------- ------------------------ ------------------------
Growth Fund 18.02% N/A 16.60%
- ------------------------ ----------------------- ------------------------ ------------------------
Disciplined Growth Fund 26.37% N/A 26.37%
- ------------------------ ----------------------- ------------------------ ------------------------
Enterprise III Fund -3.34% N/A 8.06%
- ------------------------ ----------------------- ------------------------ ------------------------
Micro Cap Fund 10.21% N/A -8.67%
- ------------------------ ----------------------- ------------------------ ------------------------
Global Small Cap Fund 15.21% N/A 7.32%
- ------------------------ ----------------------- ------------------------ ------------------------
International Fund** 24.57% 8.79% 9.34%
- ------------------------ ----------------------- ------------------------ ------------------------
</TABLE>

+The inception date for the Funds are as follows: Fixed Income Fund, July 25,
1995; Value Fund, July 25, 1995; Growth Fund, January 20, 1998; Disciplined
Growth Fund, August 26, 1996; Enterprise III Fund, July 25, 1995; Micro Cap
Fund, July 20, 1998; Global Small Cap Fund, July 25, 1995; International Fund,
November 1, 1999.

*Performance for the Funds would have been lower if an expense limitation had
not been in effect.

**The International Fund commenced operations on November 1, 2000. The
performance shown is the performance of the Fund's predecessor, Babson-Stewart
Ivory International Limited Partnership III (the "Limited Partnership"),
adjusted to give effect to the higher fees and expenses of the Fund (without
giving effect to the Fund's expense limitation agreement with the Manager). The
Limited Partnership was not registered under the Investment Company Act of 1940
and therefore was not subject to certain investment limitations, diversification
requirements, and other restrictions imposed by that Act. In addition, the
Limited Partnership was not subject to Subchapter M of the Internal Revenue
Code, which imposes certain limitations on the investment operations of the
Fund. If the Limited Partnership had been registered under the 1940 Act and
subject to Subchapter M of the Code, its performance may have been lower.

All data is based on a Fund's past investment results and does not
predict future performance. Investment performance, which will vary, is based on
many factors, including market conditions, the composition of a Fund's
portfolio, and a Fund's

51
<PAGE>

operating expenses. Investment performance also often reflects the risks
associated with a Fund's investment objective and policies. These factors should
be considered when comparing a Fund's investment results to those of other
mutual funds and other investment vehicles.

The inception dates for the Funds are as follows: Fixed Income Fund,
July 25, 1995; Value Fund, July 25, 1995; Growth Fund, January 20, 1998;
Disciplined Growth Fund, August 26, 1996; Enterprise III Fund, July 25, 1995;
Micro Cap Fund, July 20, 1998; Global Small Cap Fund, July 19, 1995;
International Fund, November 1, 1999; Emerging Markets Fund, November 1, 1999;
and High Yield Fund, May 1, 2000 (anticipated inception date).

PERFORMANCE COMPARISONS

From time to time and only to the extent the comparison is appropriate
for the Funds, the Trust may quote the performance of the Funds in advertising
and other types of literature and may compare the performance of the Funds to
the performance of various indices and investments for which reliable
performance data is available. The performance of the Funds may be compared in
advertising and other literature to averages, performance rankings and other
information prepared by recognized mutual fund statistical services.

Performance information for the Funds may be compared, in reports and
promotional literature, to the S&P 500 Index, the Russell 2500 Index, the
Russell 2000 Index, the Russell 2000 Value Index, the Russell 1000 Growth Index,
the Russell 1000 Value Index, the Lehman Brothers 5-7 Year Treasury Index, the
Lehman Brothers Government Bond Index, the Lehman Brothers Treasury Bond Index,
the Lehman Brothers Aggregate Bond Index, the Lehman Brothers Intermediate
Treasury Index, the 91-Day Treasury Bill Average, the Morgan Stanley Capital
International Index for Europe, Australasia and the Far East, the Morgan Stanley
Emerging Markets Free Index, the S&P/ Barra Large Cap Value Index, the Salomon
Brothers Extended Market Index, ex-US, the First Boston High Yield Index, the
Lehman High Yield Bond Index, the Merrill Lynch High Yield Master Index, or
other appropriate managed or unmanaged indices of the performance of various
types of investments, so that investors may compare a Fund's results with those
of indices widely regarded by investors as representative of the security
markets in general. Unmanaged indices may assume the reinvestment of dividends,
but generally do not reflect deductions for administrative and management costs
and expenses. Managed indices generally do reflect such deductions.

The Trust also may use the following information in advertisements and
other types of literature, but only to the extent the information is appropriate
for the Funds: (1) the Consumer Price Index may be used to assess the real rate
of return from an investment in a Fund; (2) other government statistics,
including, but not limited to, The Survey of

52
<PAGE>

Current Business, may be used to illustrate investment attributes of a Fund or
the general economic, business, investment, or financial environment in which
the Fund operates; (3) the effect of tax-deferred compounding on the investment
returns of a Fund, or on returns in general, may be illustrated by graphs,
charts, etc., where such graphs or charts would compare, at various points in
time, the return from an investment in the Fund (or returns in general) on a
tax-deferred basis (assuming reinvestment of capital gains and dividends and
assuming one or more tax rates) with the return on a taxable basis; and (4) the
sectors or industries in which a Fund invests may be compared to relevant
indices of stocks or surveys (e.g., S&P Industry Surveys) to evaluate the Fund's
historical performance or current or potential value with respect to the
particular industry or sector.

Each Fund's performance also may be compared to those of other mutual
funds having similar objectives. This comparative performance could be expressed
as a ranking prepared by Lipper Analytical Services, Inc. (for example, the
Lipper General Bond Fund Average, the Lipper Intermediate Investment Grade Debt
Fund Average, the Lipper Bond Fund Average, the Lipper Growth Fund Average, the
Lipper Flexible Fund Average) or Morningstar, Inc. (for example, the Morningstar
Large Cap Value Fund Average), which are independent services that monitor the
performance of mutual funds. Any such comparisons may be useful to investors who
wish to compare a Fund's past performance with that of its competitors. Of
course, past performance cannot be a guarantee of future results.

OTHER ADVERTISING ITEMS

From time to time, articles about the Funds regarding performance,
rankings and other characteristics of the Funds may appear in national
publications, including but not limited to, the Wall Street Journal, Forbes,
Fortune, and Money magazine. In particular, some or all of these publications
may publish their own rankings or performance of mutual funds, including the
Funds. References to or reprints of such articles may be used in the Funds'
promotional literature. References to articles regarding personnel of the
Manager or the Subadvisor who have portfolio management responsibility may also
be used in the Funds' promotional literature.

The Trust may discuss in advertising and other types of literature that
a Fund has been assigned a rating by a nationally recognized statistical rating
organization ("NRSRO"), such as S&P. Such rating would assess the
creditworthiness of the investments held by such Fund. The assigned rating would
not be a recommendation to purchase, sell or hold the Fund's shares since the
rating would not comment on the market price of the Fund's shares or the
suitability of the Fund for a particular investor. In addition, the assigned
rating would be subject to change, suspension or withdrawal as a result of
changes in, or unavailability of, information relating to the Fund or its
investments. The Trust may compare a Fund's performance with other investments
that are assigned ratings by NRSROs. Any such comparisons may be useful to
investors who

53
<PAGE>

wish to compare a Fund's past performance with other rated investments. Of
course past performance cannot be a guarantee of future results. General mutual
fund statistics provided by the Investment Company Institute may also be used.

DETERMINATION OF NET ASSET VALUE

As indicated in the Prospectus, the net asset value of each Fund share
is determined at 4:15 p.m., Eastern time, on each day on which the New York
Stock Exchange is open for trading. The Trust expects that the days, other than
weekend days, on which the New York Stock Exchange will not be open are New
Year's Day, Martin Luther King, Jr. Day, President's Day, Good Friday, Memorial
Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.

EXPERTS

The financial statements of the Funds for the fiscal year ended October
31, 1999 incorporated by reference into this Statement of Additional Information
have been audited by Deloitte & Touche LLP, 200 Berkeley Street, Boston,
Massachusetts 02116, the Trust's independent auditors, as set forth in each of
their reports thereon appearing elsewhere herein, and are included in reliance
upon such reports given upon the authority of such firm as experts in accounting
and auditing.

REPORT OF INDEPENDENT AUDITORS AND FINANCIAL STATEMENTS

The Trust's audited financial statements for the fiscal year ended
October 31, 1999 included in the Trust's Annual Reports filed with the SEC on
January 5, 2000 pursuant to Section 30(d) of the 1940 Act are hereby
incorporated into this Statement of Additional Information by reference.

54
<PAGE>

APPENDIX
DESCRIPTION OF STOCK RATINGS

STANDARD & POOR'S EARNINGS AND DIVIDEND RANKINGS FOR COMMON STOCKS

Growth and stability of earnings and dividends are deemed key elements
in establishing Standard & Poor's earnings and dividend rankings for common
stocks. Basic scores are computed for earnings and dividends, then adjusted by a
set of predetermined modifiers for growth, stability within long-term trend, and
cyclically. Adjusted scores for earnings and dividends are then combined to
yield a final score. The final score is measured against a scoring matrix
determined by an analysis of the scores of a large and representative sample of
stocks. The rankings are:

A+ Highest
A High
A- Above Average
B+ Average
B Below Average
B- Lower
C Lowest
D In Reorganization

VALUE LINE RATINGS OF FINANCIAL STRENGTH

The financial strength of each of the companies reviewed by Value Line
is rated relative to all the others. The ratings are:

A++ The very highest relative financial strength.
A+ Excellent financial position relative to other companies.
A High grade relative financial strength.
B++ Superior financial health on a relative basis.
B+ Very good relative financial structure.
B Good overall relative financial structure.
C++ Satisfactory finances relative to other companies.
C+ Below-average relative financial position.
C Poorest financial strength relative to other major companies.

55
<PAGE>

[THIS PAGE INTENTIONALLY LEFT BLANK.]

56
<PAGE>

INVESTMENT MANAGER
David L. Babson & Co. Inc.
One Memorial Drive
Cambridge, MA 02142

INVESTMENT SUBADVISOR
Babson-Stewart Ivory International
One Memorial Drive
Cambridge, MA 02142

LEGAL COUNSEL
Ropes & Gray
One International Place
Boston, MA 02110

INDEPENDENT AUDITORS
Deloitte & Touche LLP
200 Berkeley Street
Boston, MA 02116

CUSTODIAN
Investors Bank & Trust Company
John Hancock Tower
200 Clarendon Street, 16th Floor
Boston, MA 02116

TRANSFER AGENT
Investors Bank & Trust Company
John Hancock Tower
200 Clarendon Street, 5th Floor
Boston, MA 02116

57
<PAGE>

THE DLB FUND GROUP

PART C. OTHER INFORMATION

ITEM 23. EXHIBITS.

(a) Agreement and Declaration of Trust

(1) Agreement and Declaration of Trust*
(2) Amendment No. 1 to Agreement and Declaration of
Trust*
(3) Amendment No. 2 to Agreement and Declaration of
Trust**
(4) Amendment No. 3 to Agreement and Declaration of
Trust**
(5) Amendment No. 4 to Agreement and Declaration of
Trust***
(6) Amendment No. 5 to Agreement and Declaration of
Trust****
(7) Amendment No. 6 to Agreement and Declaration of
Trust*****
(8) Amendment No. 7 to Agreement and Declaration of
Trust******
(9) Amendment No. 8 to Agreement and Declaration of
Trust+

(b) By-Laws*

(d) Forms of Management Contracts

(1) Management Contract between David L. Babson & Co.
Inc. (the "Manager") and The DLB Fund Group (the
"Trust") relating to the DLB Fixed Income Fund*
(2) Management Contract between the Trust and the Manager
relating to the DLB Global Small Capitalization Fund*
(3) Sub-Advisory Agreement between the Manager and
Babson-Stewart Ivory International ("BSII") relating
to the DLB Global Small Capitalization Fund*
(4) Management Contract between the Trust and the Manager
relating to the DLB Value Fund*
(5) Management Contract between the Trust and the Manager
relating to the DLB Mid Capitalization Fund*
(6) Management Contract between the Trust and the Manager
relating to the DLB Disciplined Growth Fund (formerly
known as the DLB Quantitative Equity Fund)++
(7) Management Contract between the Trust and the Manager
relating to the DLB Growth Fund**
(8) Management Contract between the Trust and the Manager
relating to the DLB Micro Capitalization Fund**
(9) Management Contract between the Trust and the Manager
relating to the DLB Stewart Ivory International
Fund******
(10) Management Contract between the Trust and the Manager
relating to the DLB Stewart Ivory Emerging Markets
Fund******
<PAGE>

(11) Sub-Advisory Agreement between the Manager and BSII
relating to the DLB Stewart Ivory International
Fund******

(12) Sub-Advisory Agreement between the Manager and BSII
relating to the DLB Stewart Ivory Emerging Markets
Fund******

(13) Interim Sub-Advisory Agreement between the Manager
and BSII relating to the DLB Global Small
Capitalization Fund++

(14) Interim Sub-Advisory Agreement between the Manager
and BSII relating to the DLB Stewart Ivory
International Fund++

(15) Interim Sub-Advisory Agreement between the Manager
and BSII relating to the DLB Stewart Ivory Emerging
Markets Fund++

(16) Management Contract between the Trust and the Manager
relating to the DLB High Yield Fund++

(e) Form of Principal Underwriter's Contract between the Trust and
Babson Securities Corporation******

(f) Bonus or Profit Sharing Contracts - Not Applicable

(g)(1) Form of Custodian Agreement between the Trust and Investors
Bank & Trust Company ("IBT")*

(g)(2) Form of Amendment to Custodian Agreement******

(g)(3) Form of Amendment to the Custodian Agreement relating to the
DLB High Yield Fund++

(h)(1) Form of Transfer Agency Agreement between the Trust and IBT**

(h)(2) Form of Amendment to Transfer Agency Agreement******

(h)(3) Fee Waiver and Expense Limitation Agreement******

(h)(4) Amendment to Fee Waiver and Expense Limitation Agreement++

(h)(5) Form of Agreement and Plan of Reorganization******

(h)(6) Form of Administration Agreement between the Trust and
IBT******

(h)(7) Form of Amendment to Administration Agreement******

(h)(8) Form of Amendment to Transfer Agency Agreement relating to the
DLB High Yield Fund++

(h)(9) Form of Amendment to Administration Agreement relating to the
DLB High Yield Fund++

-2-
<PAGE>

(i) Opinion and Consent of Ropes & Gray++

(j) Consent of Independent Auditors, Deloitte & Touche, LLP++

(k) Omitted Financial Statements - Not Applicable

(l) Letter of Understanding relating to Initial Capital*

(m) Forms of Rule 12b-1 Plans
(1) Form of Rule 12b-1 Plan for the Fixed Income Fund***
(2) Form of Rule 12b-1 Plan for the Value Fund***
(3) Form of Rule 12b-1 Plan for the Growth Fund***
(4) Form of Rule 12b-1 Plan for the Disciplined Growth
Fund***
(5) Form of Rule 12b-1 Plan for the Mid Cap Fund***
(6) Form of Rule 12b-1 Plan for the Micro Cap Fund***
(7) Form of Rule 12b-1 Plan for the Global Small Cap
Fund***
(8) Form of Rule 12b-1 Plan for the DLB Stewart Ivory
International Fund******
(9) Form of Rule 12b-1 Plan for the DLB Stewart Ivory
Emerging Markets Fund******
(10) Form of Rule 12b-1 Plan for the DLB High Yield Fund++

(n) Rule 18f-3 Plan - Not Applicable

(o) (1) Powers of Attorney for James W. MacAllen, Charles E.
Hugel, Richard A. Nenneman, Richard J. Phelps and DeAnne B.
Dupont, appointing James W. MacAllen, Frank L. Tarantino and
DeAnne B. Dupont as attorneys in fact***

(2) Power of Attorney for Kevin McClintock, appointing Frank
L. Tarantino and DeAnne B. Dupont as attorneys in fact++

(p) Code of Ethics++
- --------------------------
* 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.
10 filed on February 22, 1999.

**** Incorporated by reference to Registrant's Post-Effective Amendment No.
11 filed on April 22, 1999.

***** Incorporated by reference to Registrant's Post-Effective Amendment No.
12 filed on August 13, 1999.

****** Incorporated by reference to Registrant's Post-Effective Amendment No.
13 filed on October 29, 1999.

-3-
<PAGE>

+ Incorporated by reference to Registrant's Post-Effective Amendment No.
14 filed on January 14, 2000.

++ Filed herewith.

-4-
<PAGE>

ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.

At and as of the date of this Post-Effective Amendment, the Registrant
did not, directly or indirectly, control any Person. Massachusetts Mutual Life
Insurance Company ("MassMutual") currently owns more than 25% of the outstanding
shares of each series of the Registrant (other than the DLB Stewart Ivory
International Fund and the DLB High Yield Fund) and therefore is deemed to
"control" each such Fund within the meaning of the Investment Company Act of
1940 (the "1940 Act").

The following entities are, or may be deemed to be, controlled by
MassMutual through the direct or indirect ownership of such entities' stock.

1. CM Assurance Company, a Connecticut corporation which operates
as a life and health insurance company, all the stock of which
is owned by MassMutual. This subsidiary is inactive.

2. CM Benefit Insurance Company, a Connecticut corporation which
operates as a life and health insurance company, all the stock
of which is owned by MassMutual. This subsidiary is inactive.

3. C.M. Life Insurance Company, a Connecticut corporation which
operates as a life and health insurance company, all the stock
of which is owned by MassMutual.

4. MML Bay State Life Insurance Company, a Connecticut
corporation which operates as a life and health insurance
company, all the stock of which is owned by MassMutual.

5. MML Distributors, LLC, a Connecticut limited liability company
which operates as a securities broker-dealer. MassMutual has a
99% ownership interest and G.R. Phelps & Co. has a 1%
ownership interest.

6. MassMutual Holding Company, a Delaware corporation which
operates as a holding company for certain MassMutual entities,
all the stock of which is owned by MassMutual.

7. MML Series Investment Fund (the "Trust"), a Massachusetts
business trust which operates as an open-end investment
company. All the shares issued by the Trust are owned by
MassMutual and certain of its affiliates.

8. MassMutual Institutional Funds, a Massachusetts business trust
which operates as an open-end investment company. MassMutual
owns a majority of the shares.

9. G.R. Phelps & Co., Inc., a Connecticut corporation which
formerly operated as a securities broker-dealer, all the stock
of which is owned by MassMutual Holding Company. This
subsidiary is inactive and expected to be dissolved.

-5-
<PAGE>

10. MassMutual Mortgage Finance, LLC, a Delaware limited liability
company and wholly-owned subsidiary of MassMutual which makes,
acquires, holds and sells mortgage loans.

11. MML Investors Services, Inc., a Massachusetts corporation
which operates as a securities broker-dealer. MassMutual
Holding Company owns 86% of the capital stock and G.R. Phelps
& Co., Inc. owns 14% of the capital stock of MML Investor
Services, Inc.

12. The MassMutual Trust Company, which is a federally chartered
stock savings bank. MassMutual owns 100% of the outstanding
shares of the company.

13. MassMutual Holding MSC, Inc., a Massachusetts corporation,
which acts as a holding company for MassMutual positions in
investment entities organized outside the United States.
MassMutual Holding Company owns all the outstanding shares of
MassMutual Holding MSC, Inc. This subsidiary qualifies as a
"Massachusetts Securities Corporation" under Chapter 63 of
Massachusetts General Laws.

14. MassMutual Holding Trust I, a Massachusetts business trust,
which operates as a holding company for separately staffed
MassMutual investment subsidiaries. MassMutual Holding Company
owns all the outstanding shares of MassMutual Holding Trust I.

15. MassMutual Holding Trust II, a Massachusetts business trust,
which operates as a holding company for non-staffed MassMutual
investment subsidiaries. MassMutual Holding Company owns all
the outstanding shares of MassMutual Holding Trust II.

16. MassMutual International, Inc., a Delaware corporation which
operates as a holding company for those entities constituting
MassMutual's international insurance operations, all the stock
of which is owned by MassMutual Holding Company.

17. MML Insurance Agency, Inc., a Massachusetts corporation which
operates as an insurance broker, all the stock of which is
owned by MML Investors Services, Inc.

18. MML Securities Corporation, a Massachusetts corporation which
operates as a "Massachusetts Securities Corporation" under
Section 63 of the Massachusetts General Laws, all the stock of
which is owned by MML Investors Services, Inc.

19. DISA Insurance Services of America, Inc., an Alabama
corporation which operates as an insurance broker. MML
Insurance Agency, Inc. owns all the shares of outstanding
stock.

20. Diversified Insurance Services of America, Inc., a Hawaii
corporation which operates as an insurance broker. MML
Insurance Agency, Inc. owns all the shares of outstanding
stock.

21. MML Insurance Agency of Mississippi, P.C., a Mississippi
corporation that operates as an insurance broker and is
controlled by MML Insurance Agency, Inc.

-6-
<PAGE>

22. MML Insurance Agency of Nevada, Inc., a Nevada corporation
that operates as an insurance broker, all the stock of which
is owned by MML Insurance Agency, Inc.

23. MML Insurance Agency of Ohio, Inc., an Ohio corporation which
operates as an insurance broker and is controlled by MML
Insurance Agency, Inc. through a voting trust agreement.

24. MML Insurance Agency of Texas, Inc., a Texas corporation which
operates as an insurance broker and is controlled by MML
Insurance Agency, Inc. through an irrevocable proxy
arrangement.

25. MassMutual Corporate Value Limited, 46.41% of the shares of
which are owned by MassMutual Holding MSC, Inc.

26. MassMutual Corporate Value Partners Limited, a Cayman Islands
corporation that operates as a high yield bond fund.
MassMutual Corporate Value Limited holds approximately an
88.3% ownership interest in this company, and MassMutual holds
approximately a 4.6% ownership interest in this company. David
L. Babson and Company Incorporated ("Babson") acts as
sub-adviser for this fund.

27. 9048-5434 Quebec, Inc., a Canadian corporation, which operates
as the owner of Hotel du Parc in Montreal, Quebec, Canada.
MassMutual Holding MSC, Inc. owns all the shares of 9048-5434
Quebec, Inc.

28. 1279342 Ontario Limited, a Canadian corporation, which
operates as the owner of Deerhurst Resort in Huntsville,
Ontario, Canada. MassMutual Holding MSC, Inc. owns all the
shares of 1279342 Ontario Limited.

29. Antares Capital Corporation, a Delaware corporation that
operates as a finance company. MassMutual Holding Trust I owns
approximately 99% of the capital stock of Antares Capital
Corporation.

30. Charter Oak Capital Management, Inc., a Delaware corporation
that operates as a manager of institutional investment
portfolios. David L. Babson and Company Incorporated
("Babson") owns 80% of the capital stock of Charter Oak
Capital Management, Inc.

31. Cornerstone Real Estate Advisers, Inc., a Massachusetts
corporation which operates as an investment adviser, all the
stock of which is owned by MassMutual Holding Trust I.

32. DLB Acquisition Corporation ("DLB"), a Delaware corporation,
which operates as a holding company of Babson. MassMutual
Holding Trust I owns approximately 98% of the outstanding
capital stock of DLB.

-7-
<PAGE>

33. Oppenheimer Acquisition Corporation ("OAC"), a Delaware
corporation, which operates as a holding company for the
Oppenheimer companies. MassMutual Holding Trust I owns 89% of
the capital stock of OAC.

34. David L. Babson and Company Incorporated ("Babson"), a
Massachusetts corporation that operates as an investment
adviser, all the stock of which is owned by DLB.

35. Babson Securities Corporation, a Massachusetts corporation
which operates as a securities broker-dealer, all the stock of
which is owned by Babson.

36. Babson-Stewart-Ivory International, a Massachusetts general
partnership, which operates as an investment adviser. Babson
holds a 50% ownership interest in the partnership.

37. Potomac Babson Incorporated, a Massachusetts corporation which
formerly operated as an investment adviser. Babson owns 99% of
the outstanding shares of Potomac Babson Incorporated.

38. OppenheimerFunds, Inc., a Colorado corporation which operates
as an investment adviser to the OppenheimerFunds, all the
stock of which is owned by OAC.

39. Centennial Asset Management Corporation, a Delaware
corporation that operates as the investment adviser and
general distributor of the Centennial Funds, all the stock of
which is owned by OppenheimerFunds, Inc.

40. HarbourView Asset Management Corporation, a New York
corporation, which operates as an investment adviser, all the
stock of which is owned by OppenheimerFunds, Inc.

41. OppenheimerFunds Distributor, Inc., a New York corporation,
which operates as a securities broker-dealer, all the stock of
which is owned by OppenheimerFunds, Inc.

42. Oppenheimer Partnership Holdings, Inc., a Delaware corporation
which operates as a holding company, all the stock of which is
owned by OppenheimerFunds, Inc.

43. Oppenheimer Real Asset Management, Inc., a Delaware
corporation which is the subadviser to a mutual fund investing
in the commodities markets, all the stock of which is owned by
OppenheimerFunds, Inc.

44. Shareholder Financial Services, Inc., a Colorado corporation
which operates as a transfer agent for mutual funds, all the
stock of which is owned by OppenheimerFunds, Inc.

45. Shareholder Services, Inc., a Colorado corporation which
operates as a transfer agent for various Oppenheimer and
MassMutual funds, all the stock of which is owned by
OppenheimerFunds, Inc.

-8-
<PAGE>

46. Centennial Capital Corporation, a Delaware corporation that
sponsored a unit investment trust, all the stock of which is
owned by Centennial Asset Management Corporation.

47. Cornerstone Office Management, LLC, a Delaware limited
liability company which serves as the general partner of
Cornerstone Suburban Office Investors, LP that is 50% owned by
Cornerstone Real Estate Advisers, Inc. and 50% owned by MML
Realty Management Corporation.

48. Cornerstone Suburban Office Investors, LP, a Delaware limited
partnership, which operates as a real estate operating
company. Cornerstone Office Management, LLC holds a 1% general
partnership interest in this fund and MassMutual holds a 99%
limited partnership interest.

49. CM Advantage, Inc., a Connecticut corporation that serves as a
general partner in real estate limited partnerships, all the
stock of which is owned by MassMutual Holding Trust II. This
subsidiary is largely inactive and will be dissolved in the
near future.

50. CM International, Inc., a Delaware corporation which is the
issuer of collateralized mortgage obligation securities, all
the stock of which is owned by MassMutual Holding Trust II.

51. CM Property Management, Inc., a Connecticut corporation which
serves as the General Partner of Westheimer 335 Suites Limited
Partnership, all the stock of which is owned by MassMutual
Holding Trust II.

52. HYP Management, Inc., a Delaware corporation which operates as
the manager of MassMutual High Yield Partners II LLC, a high
yield bond fund. MassMutual Holding Trust II owns all the
outstanding stock of HYP Management, Inc.

53. MMHC Investment, Inc., a Delaware corporation which is a
passive investor in MassMutual/Darby CBO IM, Inc.;
MassMutual/Darby CBO, LLC; Somers CDO, Limited; MassMutual
High Yield Partners II, LLC and other MassMutual investments.
MassMutual Holding Trust II owns all the outstanding stock of
MMHC Investment, Inc.

54. MassMutual High Yield Partners II LLC, a Delaware limited
liability company that operates as a high yield bond fund.
MassMutual holds approximately 2.49%of its shares, MMHC
Investment Inc. holds approximately 34.11%, and HYP
Management, Inc. holds approximately 6.82%, for an approximate
total ownership interest in this company of 43.42%.

55. MML Realty Management Corporation, a Massachusetts corporation
which formerly operated as a manager of properties owned by
MassMutual, all the stock of which is owned by MassMutual
Holding Trust II.

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56. MassMutual Benefits Management, Inc., (formerly Westheimer 335
Suites, Inc.) a Delaware Corporation which supports MassMutual
with benefit plan administration and planning services.
MassMutual Holding Trust II owns all of the outstanding stock.

57. Somers CDO, Limited, a Cayman Islands corporation that
operates as a fund investing in high yield debt securities of
primarily U.S. issuers. MMHC Investment, Inc. holds 38.10% of
the subordinated notes of this issue which are treated as
equity for tax purposes. Registrant is the collateral manager
of Somers CDO, Limited.

58. 505 Waterford Park Limited Partnership, a Delaware limited
partnership, which holds title to an office building in
Minneapolis, Minnesota. MML Realty Management Corporation
holds a 1% general partnership interest in this partnership
and MassMutual holds a 99% limited partnership interest.

59. MassMutual/Darby CBO IM Inc., a Delaware corporation which
operates as the manager of MassMutual/Darby CBO LLC, a
collateralized bond obligation fund. MMHC Investment, Inc.
owns 50% of the capital stock of this company.

60. MassMutual/Darby CBO LLC, a Delaware limited liability company
that operates as a fund investing in high yield debt
securities of U.S. and emerging market issuers. MassMutual
holds 1.79%, MMHC Investment Inc. holds 77.8% and MassMutual
High Yield Partners LLC holds 14.4% of the ownership interest
in this company.

61. Urban Properties, Inc., a Delaware corporation which serves as
a General Partner of real estate limited partnerships and as a
real estate holding company, all the stock of which is owned
by MassMutual Holding Trust II.

62. Westheimer 335 Suites Limited Partnership, a Texas limited
partnership of which MassMutual Benefits Management is the
general partner.

63. MassMutual Internacional (Argentina) S.A., a corporation
organized in the Argentine Republic, which operates as a
holding company. MassMutual International Inc. owns 99% of the
outstanding shares and MassMutual Holding Company owns the
remaining 1% of the shares.

64. MassMutual Internacional (Chile) S.A., a corporation organized
in the Republic of Chile, which operates as a holding company.
MassMutual International Inc. owns 99% of the outstanding
shares and MassMutual Holding Company owns the remaining 1% of
the shares.

65. MassMutual International (Bermuda) Ltd., a corporation
organized in Bermuda, which operates as a life insurance
company, all the stock of which is owned by MassMutual
International Inc.

66. MassMutual International (Luxembourg) S.A., a corporation
organized in the Grand Duchy of Luxembourg, which operates as
a life insurance company. MassMutual

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<PAGE>

International Inc. owns 99% of the outstanding shares and
MassMutual Holding Company owns the remaining 1% of the
shares.

67. MassLife Seguros de Vida S.A., a corporation organized in the
Argentine Republic, which operates as a life insurance
company. MassMutual International Inc. owns 99.9% of the
outstanding capital stock of MassLife Seguros de Vida S.A.

68. MassMutual Services, S.A., a corporation organized in the
Argentine Republic which operates as a service company.
MassMutual Internacional (Argentina) S.A. owns 99% of the
outstanding shares and MassMutual International, Inc. owns 1%
of the shares.

69. Mass Seguros de Vida S.A., a corporation organized in the
Republic of Chile, which operates as a life insurance company.
MassMutual International (Chile) S.A. owns 33.5% of the
outstanding capital stock of Mass Seguros de Vida S.A.

70. Origen Inversiones S.A., a corporation organized in the
Republic of Chile which operates as a holding company.
MassMutual Internacional (Chile) S.A. holds a 33.5% ownership
interest in this corporation.

71. Compania de Seguros VidaCorp, S.A., a corporation organized
in the Republic of Chile, which operates as an insurance
company. Origen Inversiones S.A. owns 99% of the outstanding
shares of this company.

72. Oppenheimer Series Fund Inc., a Maryland corporation which
operates as an investment company, of which MassMutual and its
affiliates own a majority of certain series of shares issued
by the fund.

73. Panorama Series Fund, Inc., a Maryland corporation which
operates as an open end investment company. All shares issued
by the fund are owned by MassMutual and certain affiliates.

74. The DLB Fund Group, a Massachusetts business trust which
operates as an open-end investment company advised by Babson.
MassMutual owns at least 25% of each series of shares issued
by the DLB Fund Group, other than the DLB Stewart Ivory
International Fund and the DLB High Yield Fund.

75. Saar Holdings CDO, Limited, a Cayman Islands corporation that
operates as a collateralized debt obligation fund investing in
high yield debt securities of primarily U.S. issuers
including, to a limited extent, convertible high yield bonds.
MMHC Investment Inc. holds 40% of the mandatorily redeemable
preferred shares of this issuer. Such preferred shares are
treated as equity for tax purposes. MassMutual is the
collateral manager of Saar Holdings CDO, Limited. Babson acts
as sub-adviser.

76. Enhanced Mortgage-Backed Securities Fund Limited is a special
purpose company incorporated with limited liability in the
Cayman Islands, investing primarily in

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<PAGE>

mortgage backed securities. Babson is the Investment Manager.
MassMutual holds all of the Class B notes and has covenanted
to hold at least 25% of the aggregate principal amount of the
Class C Certificates directly or through a wholly owned
affiliate.

77. Perseus CDO I, Limited is a Cayman Island Corporation that
operates as a collateralized debt obligation fund investing in
a diversified portfolio of assets including high yield bonds,
senior secured loans, a limited amount of equity securities
and certain other assets. MMHC Investment, Inc. holds 33.4% of
the Class D subordinated notes issued by Perseus CDO I
Limited. Such notes are treated as equity for tax purposes.
MassMutual is the portfolio manager and Perseus Advisors,
L.L.C. is the portfolio advisor of Perseus CDO I, Limited.
Babson acts as sub-adviser.

78. MassMutual Global CBO I Limited is a Cayman Island Corporation
that operates as a collateralized bond obligation fund
investing in emerging market securities and high yield bonds.
As of the closing date of this fund (June 16, 1999),
MassMutual and its indirect subsidiary, MMHC Investment, Inc.,
hold in the aggregate approximately 25.17% of the subordinated
notes that are treated as equity for tax purposes. MassMutual
is the Collateral Manager of MassMutual Global CBO I Limited.
Babson acts as sub-adviser.

79. Antares Funding L.P. is a Cayman Islands exempted limited
partnership that invests primarily in high yield bank loans
and public high yield bonds. Antares Capital Corporation, an
indirect subsidiary of MassMutual, is the collateral manager
of Antares Funding L.P. MassMutual manages the High Yield
Collateral Debt Securities and Babson acts as sub-adviser.

80. Maplewood (Cayman) Limited is an entity organized under the
laws of the Cayman Islands that invests primarily in bank
loans and high yield public debt. MassMutual is investment
adviser to this fund, and Babson acts as sub-adviser.

81. Simsbury CLO Limited is a Cayman Islands corporation that
operates as a collateralized bond obligations fund that
invests primarily in bank loans and high yield bonds.
MassMutual is investment adviser and Babson acts as
sub-adviser. MMHC owns 24.97% of the subordinated notes.

82. MassMutual Asia Limited, a corporation organized in Hong Kong
which operates as a life insurance company.

83. MassMutual Insurance Consultants Limited, a corporation
organized in Hong Kong which operates as a general insurance
agent.

84. MassMutual Trustees Limited, a corporation organized in Hong
Kong which operates as an approved trustee for the mandatory
provident funds. (Owned 60% by MassMutual Asia Limited and 20%
each by MassMutual Services Limited and MassMutual Guardian
Limited.

85. Protective Capital (International) Limited, a corporation
organized in Hong Kong which operates as a mandatory provident
funds intermediary.

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<PAGE>

86. MassMutual Services Limited, a corporation organized in Hong
Kong which provided policyholders with estate planning
services. This company is now inactive.

87. MassMutual Guardian Limited, a corporation organized in Hong
Kong which provided policyholders with estate planning
services. This company is now inactive.

88. Jefferson Pilot Financial Seguros de Vida, S.A., an Argentine
corporation which operates as a life instance company.
(MassLife Seguros de Vida, S.A. - 99%, MassMutual
International, Inc. - 1%).

89. Jefferson Pilot Omega Seguros de Vida, S.A., a Uruguay
corporation which operates as a life insurance company (100%
owned).

MassMutual or one of its subsidiaries acts as the investment adviser of
the following investment companies, and as such may be deemed to control them.

1. MML Series Investment Fund, a Massachusetts business trust which
operates as an open-end investment company. All shares issued by MML Series
Investment Fund are owned by MassMutual and certain of its affiliates.
MassMutual acts as adviser for MML Series and Babson acts as sub-adviser to
certain series.

2. MassMutual Corporate Investors ("CI"), a Massachusetts business
trust which operates as a closed-end investment company. Babson is the
investment adviser to CI.

3. MassMutual Corporate Value Partners Limited, a Cayman Islands
corporation that operates as a high-yield bond fund. MassMutual Corporate Value
Limited holds an ownership interest in this company of approximately 88.3%.
MassMutual holds approximately 4.6% ownership interest in this company. Babson
acts as sub-adviser.

4. MassMutual High Yield Partners II LLC, a Delaware limited liability
company that operates as a high yield bond fund. MassMutual holds approximately
2.49%, MMHC Investment Inc. holds approximately 34.11%, and HYP Management, Inc.
holds approximately 6.82% for an approximate total of 43.42% of the ownership
interest in this company.

5. MassMutual Institutional Funds, a Massachusetts business trust which
operates as an open-end investment company. MassMutual acts as adviser for each
series, and Babson acts as sub-adviser to certain series.

6. MassMutual Participation Investors ("PI"), a Massachusetts business
trust which operates as a closed end investment company. Babson acts as the
investment adviser to PI.

7. MassMutual/Darby CBO, LLC, a Delaware limited liability company that
operates as a fund investing in high yield debt securities of U.S. and emerging
market issuers. MassMutual owns 1.79%, MMHC Investment, Inc. owns 44.91% and
MassMutual High Yield Partners LLC owns 2.39% of the ownership interest in this
company.

8. Somers CDO, Limited, a Cayman Islands corporation that operates as a
fund investing in high yield debt securities of primarily U.S. issuers. MMHC
Investment Inc. holds 37.04% of the subordinated notes of this issue which are
treated as equity for tax purposes. MassMutual is the collateral manager of
Somers CDO, Limited. Babson acts as sub-adviser.

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<PAGE>

9. Enhanced Mortgage-Backed Securities Fund Limited is a special
purpose company incorporated with limited liability in the Cayman Islands,
investing primarily in mortgage backed securities. Babson is the investment
manager. MassMutual holds all of the Class B notes and has covenanted to hold at
least 25% of the aggregate principal amount of the Class C Certificates directly
or through a wholly owned affiliate.

10. Saar Holdings CDO, Limited, a Cayman Islands corporation that
operates as a collateralized debt obligation fund investing in high yield debt
securities of primarily U.S. issuers including, to a limited extent, convertible
high yield bonds. MMHC Investment Inc. holds 40% of the mandatorily redeemable
preferred shares of this issuer. Such preferred shares are treated as equity for
tax purposes. MassMutual is the collateral manager of Saar Holdings CDO,
Limited. Babson acts as sub-adviser.

11. Perseus CDO I, Limited is a Cayman Island Corporation that operates
as a collateralized debt obligation fund investing in a diversified portfolio of
assets including high yield bonds, senior secured loans, a limited amount of
equity securities and certain other assets. MMHC Investment, Inc. holds 33.4% of
the Class D subordinated notes issued by Perseus CDO I Limited. Such notes are
treated as equity for tax purposes. MassMutual is the portfolio manager and
Perseus Advisors, L.L.C. is the portfolio advisor of Perseus CDO I, Limited.
Babson is the sub-adviser.

12. MassMutual Global CDO I Limited is a Cayman Island Corporation that
operates as a collateralized bond obligation fund investing in emerging market
securities and high yield bonds. As of the closing date of this fund (June 16,
1999), MassMutual and its indirect subsidiary, MMHC Investment, Inc. hold in the
aggregate approximately 39.7% of the subordinated notes that are treated as
equity for tax purposes. MassMutual is the Collateral Manager of MassMutual
Global CDO I Limited. Babson acts as sub-adviser.

13. Antares Funding L.P. is a Cayman Islands exempted limited
partnership that invests primarily in high yield bank loans and public high
yield bonds. Antares Capital Corporation, an indirect subsidiary of MassMutual,
is the collateral manager of Antares Funding L.P. Antares Capital Corporation
manages the selection, acquisition and disposition of the Loan Collateral Debt
Securities. MassMutual manages the High Yield Collateral Debt Securities and
Babson acts a sub-adviser.

14. Maplewood (Cayman) Limited is an entity organized under the laws of
the Cayman Islands that invests primarily in bank loans and high yield public
debt. MassMutual is investment adviser to this fund, and Babson acts as
sub-adviser.

15. Simsbury CLO Limited is a Cayman Islands corporation that operates
as a collateralized bond obligations fund that invests primarily in bank loans
and high yield bonds. MassMutual is investment adviser and Babson acts as
sub-adviser.

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ITEM 25. INDEMNIFICATION.

Article VIII (Sections 1, 2 and 3) of Registrant's Agreement and Declaration of
Trust provides as follows with respect to indemnification of the Trustees and
officers of Registrant against liabilities which may be incurred by them in such
capacities:

Section 1. Trustees, Officers, Etc. The Trust shall indemnify each of its
Trustees and officers (including persons who serve at the Trust's request as
directors, officers or trustees of another organization in which the Trust has
any interest as a shareholder, creditor or otherwise) (hereinafter referred to
as a "Covered Person") against all liabilities and expenses, including but not
limited to amounts paid in satisfaction of judgments, in compromise or as fines
and penalties, and counsel fees reasonably incurred by any Covered Person in
connection with the defense or disposition of any action, suit or other
proceeding, whether civil or criminal, before any court or administrative or
legislative body, in which such Covered Person may be or may have been involved
as a party or otherwise or with which such Covered Person may be or may have
been threatened, while in office or thereafter, by reason of being or having
been such a Covered Person, except with respect to any matter as to which such
Covered Person shall have been finally adjudicated in any such action, suit or
other proceeding to be liable to the Trust or its Shareholders by reason of
willful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of such Covered Person's office. Expenses,
including counsel fees so incurred by any such Covered Person (but excluding
amounts paid in satisfaction of judgments, in compromise or as fines or
penalties), shall be paid from time to time by the Trust in advance of the final
disposition of any such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such Covered Person to repay amounts so paid to
the Trust if it is ultimately determined that indemnification of such expenses
is not authorized under this Article, provided, however, that either (a) such
Covered Person shall have provided appropriate security for such undertaking,
(b) the Trust shall be insured against losses arising from any such advance
payments or (c) either a majority of the disinterested Trustees acting on the
matter (provided that a majority of the disinterested Trustees then in office
act on the matter), or independent legal counsel in a written opinion, shall
have determined, based upon a review of readily available facts (as opposed to a
full trial type inquiry) that there is reason to believe that such Covered
Person will be found entitled to indemnification under this Article.

Section 2. Compromise Payment. As to any matter disposed of (whether by a
compromise payment, pursuant to a consent decree or otherwise) without an
adjudication by a court, or by any other body before which the proceeding was
brought, that such Covered Person is liable to the Trust or its Shareholders by
reason of willful misfeasance, bad faith, gross negligence or reckless disregard
of the duties involved in the conduct of his or her office, indemnification
shall be provided if (a) approved, after notice that it involves such
indemnification, by at least a majority of the disinterested Trustees acting on
the matter (provided that a majority of the disinterested Trustees then in
office act on the matter) upon a determination, based upon a review of readily
available facts (as opposed to a full trial type inquiry), that such Covered
Person is not liable to the Trust or its Shareholders by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his or her office, or (b)

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there has been obtained an opinion in writing of independent legal counsel,
based upon a review of readily available facts (as opposed to a full trial type
inquiry), to the effect that such indemnification would not protect such Person
against any liability to the Trust to which he would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence or reckless disregard
of the duties involved in the conduct of his or her office. Any approval
pursuant to this Section shall not prevent the recovery from any Covered Person
of any amount paid to such Covered Person in accordance with this Section as
indemnification if such Covered Person is subsequently adjudicated by a court of
competent jurisdiction to have been liable to the Trust or its Shareholders by
reason of willful misfeasance, bad faith, gross negligence or reckless disregard
of the duties involved in the conduct of such Covered Person's office.

Section 3. Indemnification Not Exclusive. The right of indemnification hereby
provided shall not be exclusive of or affect any other rights to which such
Covered Person may be entitled. As used in this Article VIII, the term "Covered
Person" shall include such person's heirs, executors and administrators and a
"disinterested Trustee" is a Trustee who is not an "interested person" of the
Trust as defined in Section 2(a)(19) of the 1940 Act (or who has been exempted
from being an "interested person" by any rule, regulation or order of the
Commission), and against whom none of such actions, suits or other proceedings
or another action, suit or other proceeding on the same or similar grounds is
then or has been pending. Nothing contained in this Article shall affect any
rights to indemnification to which personnel of the Trust, other than Trustees
or officers, and other persons may be entitled by contract or otherwise under
law, nor the power of the Trust to purchase and maintain liability insurance on
behalf of any such person; provided, however, that the Trust shall not purchase
or maintain any such liability insurance in contravention of applicable law,
including without limitation the 1940 Act.

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ITEM 26. BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT ADVISER.

(a) The directors and executive officers of David L. Babson and Company
Incorporated ("Babson", or the "Manager"), which is located at One Memorial
Drive, Cambridge, Massachusetts 02142, their positions with Babson, and their
other principal business affiliations and business experience for the past two
years are as follows:

STUART H. REESE, Director, President and Chief Executive Officer

Director (since 2000), President and Chief Executive Officer (since 1999),
Babson; Executive Vice President and Chief Investment Officer (since 1999),
Chief Executive Director (1997-1999), Executive Director (1996-1997), Senior
Vice President (1993-1996), Massachusetts Mutual Life Insurance Company
("MassMutual") Mutual (insurance company and investment adviser), 1295 State
Street, Springfield, Massachusetts 01111.

KEVIN M. MCCLINTOCK, Director, Executive Vice President

Director (since 2000), Executive Vice President (since 1999), Babson; Managing
Director, Babson-Stewart Ivory International (registered investment adviser, of
which the Manager is a 50% general partner), One Memorial Drive, Cambridge,
Massachusetts (since 1999); Director (since 1999), the DLB Fund Group, One
Memorial Drive, Cambridge, Massachusetts (open-end investment company); Director
of Equities and Fixed Income (1995-1999), the Dreyfus Corporation (investment
manager), New York, New York.

FRANK L. TARANTINO, Director, Executive Vice President, Chief Financial Officer
and Chief Compliance Officer

Director, Executive Vice President, Chief Financial Officer and Chief Compliance
Officer (since 1999) and Clerk and Chief Operating Officer (since 1997), Babson;
President (since 1999), Vice President (1988 - 1999) and Clerk (1997-1998), The
DLB Fund Group, One Memorial Drive, Cambridge, Massachusetts (open-end
investment company); Director (since 1998), President (since 1999), Clerk (since
1997), Potomac Babson Inc. (inactive investment advisory subsidiary of the
Manager), 1290 Avenue of the Americas, New York, New York; Director, President,
Treasurer and Clerk, Babson Securities Corp,, One Memorial Drive, Cambridge,
Massachusetts (broker-dealer subsidiary of Babson); President (1993-1997)
Liberty Securities Corporation (broker-dealer), 600 Atlantic Avenue, Boston,
Massachusetts.

ROBERT LIGUORI, Director

Director (since 2000), Babson; Senior Vice President and Deputy General Counsel
(since 1999), MassMutual Life Insurance Company (insurance company and
investment adviser), 1295 State Street, Springfield, Massachusetts; Senior Vice
President and General Counsel (1997-1999), Vice President and General Counsel
(1996-1997), Vice President and Counsel (1992-1996), American International
Group, Inc., AIG Life Companies, 600 King Street, Wilmington, DE.

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MARY WILSON-KIBBE, Executive Director and Executive Vice President

Executive Director and Executive Vice President (since 1999), Babson; Vice
President (since 1999), The DLB Fund Group, One Memorial Drive, Cambridge,
Massachusetts (open-end investment company); Executive Director (1997-1999),
Senior Managing Director (1997-1999), Vice President and Managing Director
(1991-1994), MassMutual (insurance company and investment adviser), 1295 State
Street, Springfield, Massachusetts 01111.

LANCE F. JAMES, Executive Vice President

Executive Vice President (since 1999), Director (1999-2000), Senior Vice
President (1996-1999), Portfolio Manager (since 1987), Babson; Vice President
(since 1999), The DLB Fund Group, One Memorial Drive, Cambridge, Massachusetts
(open-end investment company).

STEPHEN B. O'BRIEN, Executive Vice President

Executive Vice President (since 1999), Director (1999-2000), Senior Vice
President (1996-1999), Babson; Managing Director (since 1998), Babson-Stewart
Ivory International (registered investment adviser, of which the Manager is a
50% general partner), One Memorial Drive, Cambridge, Massachusetts.

WALTER T. MCCORMICK, Executive Vice President

Executive Vice President (since 1999), Director (1999-2000), Senior Vice
President (1998-1999), Babson; Vice-President (since 1999), The DLB Fund Group,
One Memorial Drive, Cambridge, Massachusetts (open-end investment company);
Senior Vice President (1994-1998), Keystone Investment Management Co., Boston,
Massachusetts.

KENNETH L. HARGREAVES, Executive Director

Executive Director (since 2000), Babson; Executive Director (1997-1999), Senior
Vice President (1991-1997), MassMutual.

ROBERT E. JOYAL, Director and Executive Director

Director and Executive Director (since 2000), Babson; Executive Director
(1997-1999), Senior Managing Director (1996-1998), Vice President and Managing
Director (1990-1996), MassMutual; President (since 1999), Senior Vice President
(1989-1999), MassMutual Corporate Investors and MassMutual Participation
Investors (closed-end investment companies); Director, (since 1996), MassMutual
High Yield Partners II LLC (a Delaware limited liability company that operates
as a high yield bond fund).

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<PAGE>

EFREM MARDER, Executive Director

Executive Director (since 2000), Babson; Executive Director (1998-1999), Senior
Managing Director (1996-1998), Vice President and Manager Director (1989-1996),
MassMutual (insurance company and investment adviser), 1295 State Street,
Springfield, Massachusetts.

JEANNE M. STAMANT, Executive Director

Executive Director (since 2000), Babson; Executive Director (1996-1999), Vice
President, Actuary and Executive Officer (1995-1996), Vice President and Actuary
(1987-1994), MassMutual (insurance company and investment adviser), 1295 State
Street, Springfield, Massachusetts.

STEPHEN L. KUHN, General Counsel and Clerk

General Counsel and Clerk (since 2000), Babson; Senior Vice President and Deputy
General Counsel (since 1998), Vice President and Associate General Counsel
(1992-1998), MassMutual (insurance company and investment adviser), 1295 State
Street, Springfield, Massachusetts; Vice President and Secretary, MassMutual
Participation Investors and MassMutual Corporate Investors (closed end
investment companies); Assistant Secretary (since 1996), Antares Capital
Corporation (finance company); Chief Legal Officer and Assistant Secretary
(since 1995), DLB Acquisition Corporation (holding company for investment
advisers); Assistant Secretary, Oppenheimer Acquisition Corporation (holding
company for investment advisers); Vice President and Secretary, MassMutual
Institutional Funds (open end investment company); Vice President and Secretary,
(1988-1999), MML Series.

(b) The Managing Directors of Babson-Stewart Ivory International ("BSII"),
which has its principal place of business at One Memorial Drive,
Cambridge, Massachusetts, 02142, and their principal other business
affiliations and business experience for the past two years are as set
forth below. Babson and Stewart Ivory & Company (International) Limited,
a wholly owned subsidiary of Colonial Limited, are the two general
partners of BSII.

KEVIN M. MCCLINTOCK, Managing Director

See Item 26(a) above.

STEPHEN B. O'BRIEN, Managing Director

See Item 26(a) above.

JOHN G. L. WRIGHT, Managing Director

Managing Director (since 1987), Babson-Stewart Ivory International, One Memorial
Drive, Cambridge, Massachusetts (investment counsel); Director (since 1984),
Stewart Ivory & Company (International) Limited, 45 Charlotte Square, Edinburg,
Scotland (investment management); Director

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<PAGE>

(since 1971), Stewart Ivory & Company Limited, Edinburgh, Scotland (investment
management).

JAMES W. BURNS, Managing Director

Managing Director (since 1993), Babson-Stewart Ivory International, One Memorial
Drive, Cambridge, Massachusetts (investment counsel); Director (since 1990),
Stewart Ivory and Company Limited, 45 Charlotte Square, Edinburg, Scotland
(investment managers); Partner/Director (1982-1990), BWD Rensburg, Liverpool,
England (Stockbrokers).

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ITEM 27. PRINCIPAL UNDERWRITERS.

(a) Effective October 20, 1999, Babson Securities Corp. ("BSC") became the
principal underwriter for the Trust. The ten separate series of the Trust are:

1) DLB Fixed Income Fund
2) DLB Value Fund
3) DLB Growth Fund
4) DLB Disciplined Growth Fund
5) DLB Enterprise III Fund
6) DLB Micro Capitalization Fund
7) DLB Global Small Capitalization Fund
8) DLB Stewart Ivory International Fund
9) DLB Stewart Ivory Emerging Markets Fund
10) DLB High Yield Fund

(b) The following are the names and positions of the officers and directors
of BSC:

Frank L. Tarantino, Director, President, Clerk and Treasurer
John E. Deitelbaum, Assistant Clerk

The business address for both Mr. Tarantino and Mr. Deitelbaum is c/o
David L. Babson & Co. Inc., One Memorial Drive, Cambridge, MA 02142. Mr.
Tarantino is President of the Trust, and Mr. Deitelbaum is Clerk of the Trust.

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ITEM 28. LOCATION OF ACCOUNTS AND RECORDS.

The accounts, books or other documents required to be maintained by
Section 31(a) of the Investment Company Act of 1940 and the Rules thereunder are
kept by the Registrant and David L. Babson and Company Incorporated ("Babson")
at their respective principal business offices at One Memorial Drive, Cambridge,
Massachusetts 02142, and 1295 State Street, Springfield, Massachusetts 01111,
and by IBT, the Registrant's Custodian and Transfer Agent, at its principal
business office at 200 Clarendon Street, Boston, Massachusetts 02116.

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ITEM 29. MANAGEMENT SERVICES.

There are no management-related service contracts not discussed in Part
A or Part B.

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ITEM 30. UNDERTAKINGS.

Not Applicable.

NOTICE

A copy of the Agreement and Declaration of Trust of the Trust, 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 Trust
by an officer of the Trust 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 Trust.

-24-
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended
(the "Securities Act"), and the Investment Company Act of 1940, as amended, the
Trust certifies that it has duly caused this Post-Effective Amendment to its
Registration Statement on Form N-1A to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Cambridge, The
Commonwealth of Massachusetts, on the 11th day of April, 2000. The Trust
certifies that this Post-Effective Amendment meets all of the requirements for
effectiveness pursuant to Rule 485(b) under the Securities Act.

THE DLB FUND GROUP

By: /s/ Frank L. Tarantino
------------------------------
Name: Frank L. Tarantino
Title: President

Pursuant to the requirements of the Securities Act, 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.

SIGNATURE TITLE DATE
- --------- ----- ----

/s/ FRANK L. TARANTINO President and April 11, 2000
- ----------------------- Principal Executive Officer
Frank L. Tarantino

/s/ DEANNE B. DUPONT Treasurer; Principal Financial April 11, 2000
- -------------------- Officer; Principal Accounting
DeAnne B. Dupont Officer

CHARLES E. HUGEL* Trustee April 11, 2000
- -----------------
Charles E. Hugel

/s/ KEVIN M. MCCLINTOCK Trustee April 11, 2000
- -----------------------
Kevin M. McClintock

RICHARD A. NENNEMAN* Trustee April 11, 2000
- --------------------
Richard A. Nenneman

RICHARD J. PHELPS* Trustee April 11, 2000
- ------------------
Richard J. Phelps

*By: /s/ FRANK L. TARANTINO
----------------------
Frank L. Tarantino
Attorney-In-Fact
April 11, 2000

-25-
<PAGE>

INDEX TO EXHIBITS
-----------------

EXHIBIT NO. TITLE OF EXHIBIT
- ----------- ----------------

23 (d) (6) Management Contract between the Trust and the Manager relating
to the DLB Disciplined Growth Fund

23 (d) (13) Interim Sub-Advisory Agreement between the Manager and BSII
relating to the DLB Global Small Capitalization Fund

23 (d) (14) Interim Sub-Advisory Agreement between the Manager and BSII
relating to the DLB Stewart Ivory International Fund

23 (d) (15) Interim Sub-Advisory Agreement between the Manager and BSII
relating to the DLB Stewart Ivory Emerging Markets Fund

23 (d) (16) Management Contract between the Trust and the Manager relating
to the DLB High Yield Fund

23 (g) (3) Amendment to the Custodian Agreement relating to the DLB High
Yield Fund

23 (h) (4) Amendment to Fee Waiver and Expense Limitation Agreement

23 (h) (8) Amendment to Transfer Agency Agreement relating the to the DLB
High Yield Fund

23 (h) (9) Amendment to Administration Agreement relating to the DLB High
Yield Fund

23 (i) Opinion and Consent of Ropes and Gray

23 (j) Consent of Independent Auditors

23 (m) (10) Form of Rule 12b-1 Plan for the DLB High Yield Fund

23 (o) (2) Power of Attorney for Kevin McClintock, appointing Frank L.
Tarantino and Deanne B. Dupont as attorneys in fact.

23 (p) Code of Ethics

-26-

EXHIBIT 23 (D) (6)
------------------

MANAGEMENT CONTRACT
-------------------

Management Contract executed as of May 16, 1996 between THE DLB FUND
GROUP, a Massachusetts business trust (the "Trust") on behalf of its DLB
Quanitative Equity Fund (the "Fund"), and DAVID L. BABSON & CO., INC., a
Massachusetts corporation (the "Manager").

W I T N E S S E T H:

That in consideration of the mutual covenants herein contained, it is
agreed as follows:

1. SERVICES TO BE RENDERED BY MANAGER TO THE TRUST.

(a) Subject always to the control of the Trustees of the Trust and to
such policies as the Trustees may determine, the Manager will, at its expense,
(i) furnish continuously an investment program for the Fund and will make
investment decisions on behalf of the Fund and place all orders for the purchase
and sale of its portfolio securities and (ii) furnish office space and
equipment, provide bookkeeping and clerical services (excluding determination of
net asset value, shareholder accounting services and fund accounting services)
and pay all salaries, fees and expenses of officers and Trustees of the Trust
who are affiliated with the Manager. In the performance of its duties, the
Manager will comply with the provisions of the Agreement and Declaration of
Trust and By-laws of the Trust and the Fund's stated investment objective,
policies and restrictions.

(b) In placing orders for the portfolio transactions of the Fund, the
Manager will seek the best price and execution available, except to the extent
it may be permitted to pay higher brokerage commissions for brokerage and
research services as described below. In using its best efforts to obtain for
the Fund the most favorable price and execution available, the Manager shall
consider all factors it deems relevant, including, without limitation, the
overall net economic result to the Fund (involving price paid or received and
any commissions and other costs paid), the efficiency with which the transaction
is effected, the ability to effect the transaction at all where a large block is
involved, availability of the broker to stand ready to execute possibly
difficult transactions in the future and the financial strength and stability of
the broker. Subject to such policies as the Trustees may determine, the Manager
shall not be deemed to have acted unlawfully or to have breached any duty
created by this Contract or otherwise solely by reason of its having caused the
Fund to pay a broker or dealer that provides brokerage and research services to
the Manager an amount of commission for effecting a portfolio investment
transaction in excess of the amount of commission another broker or dealer would
have charged for effecting that transaction, if the Manager determines in good
faith that such amount of commission was reasonable in relation to the value of
the brokerage and research services provided by such broker or dealer, viewed in
terms of either that particular transaction or the

-27-
<PAGE>

Manager's overall responsibilities with respect to the Fund and to other clients
of the Manager as to which the Manager exercises investment discretion.

(c) Subject to the provisions of the Agreement and Declaration of
Trust of the Trust and the Investment Company Act of 1940, the Manager, at its
expense, may select and contract with investment consultants or sub-advisers
(the "Consultants" or "Sub-Advisers," as applicable) for the Fund. The Manager
will compensate any Consultant or Sub-Adviser of the Fund for its services to
the Fund. The Manager may terminate the services of the Consultant or
Sub-Adviser at any time in its sole discretion and shall at such time assume the
responsibilities of such Consultant or Sub-Adviser unless and until a successor
Consultant or Sub-Adviser is selected.

(d) The Manager shall not be obligated under this Contract to pay any
expenses of or for the Trust or of or for the Fund not expressly assumed by the
Manager pursuant to this Section 1 other than as provided in Section 3.

2. OTHER AGREEMENTS, ETC.

3. COMPENSATION TO BE PAID BY THE FUND TO THE MANAGER.

The Fund will pay to the Manager as compensation for the Manager's
services rendered, for the facilities furnished and for the expenses borne by
the Manager pursuant to Section 1, a fee, computed and paid monthly at the
annual rate of .75% of the Fund's average daily net asset value. Such average
daily net asset value of the Fund shall be determined by taking an average of
all of the determinations of such net asset value during such month while this
Contract is in effect. Such fee shall be payable for each month within five (5)
business days after the end of such month.

In the event that expenses of the Fund for any fiscal year should
exceed the expense limitation on investment company expenses imposed by any
statute or regulatory authority of any jurisdiction in which shares of the Fund
are qualified for offer and sale, the compensation due the Manager for such
fiscal year shall be reduced by the amount of such excess by a reduction or
refund thereof. In the event that the expenses of the Fund exceed any expense
limitation which the Manager may, by written notice to the Trust, voluntarily
declare to be effective with respect to the Fund, subject to such terms and
conditions as the Manager may prescribe in such notice, the compensation due the
Manager shall be reduced, and, if necessary, the Manager shall bear the Fund's
expenses to the extent required by such expense limitation.

-28-
<PAGE>

If the Manager shall serve for less than the whole of a month, the
foregoing compensation shall be prorated.

4. ASSIGNMENT TERMINATES THIS CONTRACT; AMENDMENTS OF THIS CONTRACT.

This Contract shall automatically terminate, without the payment of any
penalty, in the event of its assignment; and this Contract shall not be amended
unless such amendment is approved at a meeting by the affirmative vote of a
majority of the outstanding shares of the Fund, and by the vote, cast in person
at a meeting called for the purpose of voting on such approval, of a majority of
the Trustees of the Trust who are not interested persons of the Trust or of the
Manager.

5. EFFECTIVE PERIOD AND TERMINATION OF THIS CONTRACT.

This Contract shall become effective upon its execution, and shall
remain in full force and effect continuously thereafter (unless terminated
automatically as set forth in Section 4) until terminated as follows:

(a) Either party hereto may at any time terminate this
Contract by not more than sixty days' written notice delivered or
mailed by registered mail, postage prepaid, to the other party, or

(b) If (i) the Trustees of the Trust or the shareholders by
the affirmative vote of a majority of the outstanding shares of the
Fund, and (ii) a majority of the Trustees of the Trust who are not
interested persons of the Trust or of the Manager, by vote cast in
person at a meeting called for the purpose of voting on such approval,
do not specifically approve at least annually the continuance of this
Contract, then this Contract shall automatically terminate at the close
of business on the second anniversary of its execution, or upon the
expiration of one year from the effective date of the last such
continuance, whichever is later; provided, however, that if the
continuance of this Contract is submitted to the shareholders of the
Fund for their approval and such shareholders fail to approve such
continuance of this Contract as provided herein, the Manager may
continue to serve hereunder in a manner consistent with the Investment
Company Act of 1940 and the rules and regulations thereunder.

Action by the Trust under (a) above may be taken either (i) by vote of
a majority of its Trustees, or (ii) by the affirmative vote of a majority of the
outstanding shares of the Fund.

Termination of this Contract pursuant to this Section 5 shall be
without the payment of any penalty.

-29-
<PAGE>

6. CERTAIN DEFINITIONS.

For the purposes of this Contract, the "affirmative vote of a majority
of the outstanding shares" of the Fund means the affirmative vote, at a duly
called and held meeting of shareholders, (a) of the holders of 67% or more of
the shares of the Fund present (in person or by proxy) and entitled to vote at
such meeting, if the holders of more than 50% of the outstanding shares of the
Fund entitled to vote at such meeting are present in person or by proxy, or (b)
of the holders of more than 50% of the outstanding shares of the Fund entitled
to vote at such meeting, whichever is less.

For the purposes of this Contract, the terms "affiliated person,"
"control," "interested person" and "assignment" shall have their respective
meanings defined in the Investment Company Act of 1940 and the rules and
regulations thereunder, subject, however, to such exemptions as may be granted
by the Securities and Exchange Commission under said Act; and the phrase
"specifically approve at least annually" shall be construed in a manner
consistent with the Investment Company Act of 1940 and the rules and regulations
thereunder.

7. NONLIABILITY OF MANAGER.

In the absence of willful misfeasance, bad faith or gross negligence on
the part of the Manager, or reckless disregard of its obligations and duties
hereunder, the Manager shall not be subject to any liability to the Trust, or to
any shareholder of the Trust, for any act or omission in the course of, or
connected with, rendering services hereunder.

8. INITIALS "DLB."

The Manager owns the initials "DLB" and such initials may be used by
the Trust only with the consent of the Manager. The Manager consents to the use
by the Trust of the name "The DLB Fund Group" or any other name embodying the
initials "DLB", in such forms as the Manager shall in writing approve, but only
on condition and so long as (i) this Contract shall remain in full force and
effect and (ii) the Trust shall fully perform, fulfill and comply with all
provisions of this Contract expressed herein to be performed, fulfilled or
complied with by it. No such name shall be used by the Trust at any time or in
any place or for any purposes or under any conditions except as in this section
provided. The foregoing authorization by the Manager to the Trust to use said
initials as part of a business or name is not exclusive of the right of the
Manager itself to use, or to authorize others to use, the same; the Trust
acknowledges and agrees that as between the Manager and the Trust, the Manager
has the exclusive right so to use, or authorize others to use, said initials and
the Trust agrees to take such action as may reasonably be requested by the
Manager to give full effect to the provisions of this section (including,
without limitation, consenting to such use of said initials). Without limiting
the generality of the foregoing, the Trust agrees that, upon any termination of
this Contract by either party or upon the violation of any of its provisions by
the Trust, the Trust will, at the request of the Manager made within six months
after the Manager has knowledge of such termination or violation, use its best
efforts to change the name of the Trust so as to eliminate all reference, if
any, to the initials "DLB" and will not thereafter transact any business in a
name containing the initials "DLB" in

-30-
<PAGE>

any form or combination whatsoever, or designate itself as the same entity as or
successor to an entity of such name, or otherwise use the initials "DLB" or any
other reference to the Manager. Such covenants on the part of the Trust shall be
binding upon it, its trustees, officers, stockholders, creditors and all other
persons claiming under or through it.

9. EXERCISE OF VOTING RIGHTS.

Except as instructed otherwise by the Trustees of the Trust, the
Manager shall at its discretion exercise or procure the exercise of any voting
right attaching to investments of the Fund.

10. LIMITATION OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS.

A copy of the Agreement and Declaration of Trust of the Trust is on
file with the Secretary of State of The Commonwealth of Massachusetts, and
notice is hereby given that this instrument is executed on behalf of the
Trustees of the Trust as Trustees and not individually and that the obligations
of this instrument are not binding upon any of the Trustees or shareholders
individually but are binding only upon the assets and property of the Fund.

IN WITNESS WHEREOF, THE DLB FUND GROUP and DAVID L. BABSON & CO., INC.
have each caused this instrument to be signed in duplicate on its behalf by its
duly authorized representative, all as of the day and year first above written.

THE DLB FUND GROUP

By_______________________________
Title:

DAVID L. BABSON & CO., INC.

By_______________________________
Title:

-31-

EXHIBIT 23 (D) (13)
-------------------

THE DLB GLOBAL SMALL CAPITALIZATION FUND

INTERIM SUB-ADVISORY AGREEMENT
------------------------------

Interim Sub-Advisory Agreement executed as of March 20, 2000 between
DAVID L. BABSON AND COMPANY INCORPORATED (the "Manager") and BABSON-STEWART
IVORY INTERNATIONAL (the "Sub-Adviser").

W I T N E S S E T H:

That in consideration of the mutual covenants herein contained, it is
agreed as follows:

1. SERVICES TO BE RENDERED BY THE SUB-ADVISER TO THE MANAGER.

(a) Subject always to the control of the Trustees of The DLB Fund Group
(the "Trust"), a Massachusetts business trust, and to such policies as the
Trustees or the Manager, as the case may be, may determine, the Sub-Adviser
will, at its expense, (i) furnish continuously an investment program for the DLB
Global Small Capitalization Fund (the "Fund") and will make investment decisions
on behalf of the Fund and place all orders for the purchase and sale of its
portfolio securities and (ii) furnish office space and equipment and provide
bookkeeping and clerical services (excluding determination of net asset value,
shareholder accounting services and fund accounting services). In the
performance of its duties, the Sub-Adviser will comply with the provisions of
the Agreement and Declaration of Trust and By-laws of the Trust and the Fund's
stated investment objective, policies and restrictions.

(b) In placing orders for the portfolio transactions of the Fund, the
Sub-Adviser will seek the best price and execution available, except to the
extent it may be permitted to pay higher brokerage commissions for brokerage and
research services as described below. In using its best efforts to obtain for
the Fund the most favorable price and execution available, the Sub-Adviser shall
consider all factors it deems relevant, including, without limitation, the
overall net economic result to the Fund (involving price paid or received and
any commissions and other costs paid), the efficiency with which the transaction
is effected, the ability to effect the transaction at all where a large block is
involved, availability of the broker to stand ready to execute possibly
difficult transactions in the future and the financial strength and stability of
the broker. Subject to such policies as the Trustees or the Manager, as the case
may be, may determine, the Sub-Adviser shall not be deemed to have acted
unlawfully or to have breached any duty created by this Agreement or otherwise
solely by reason of its having caused the Fund to pay a broker or dealer that
provides brokerage and research services to the Sub-Adviser an amount of
commission for effecting a portfolio investment transaction in excess of the
amount of commission another broker or dealer would have charged for effecting
that transaction, if the Sub-Adviser determines in good faith that such amount
of commission was reasonable in relation to the value of the brokerage and
research services provided by such broker or dealer, viewed in

-32-
<PAGE>

terms of either that particular transaction or the Sub-Adviser's overall
responsibilities with respect to the Fund and to other clients of the
Sub-Adviser as to which the Sub-Adviser exercises investment discretion.

(c) The Sub-Adviser shall not be obligated under this Agreement to pay
any expenses of or for the Trust or of or for the Fund not expressly assumed by
the Sub-Adviser pursuant to this Section 1 other than as provided in Section 3.

2. OTHER AGREEMENTS, ETC.

It is understood that any of the shareholders, Trustees, officers and
employees of the Trust may be a partner, shareholder, director, officer or
employee of, or be otherwise interested in, the Sub-Adviser, and in any person
controlling, controlled by or under common control with the Sub-Adviser, and
that the Sub-Adviser and any person controlling, controlled by or under common
control with the Sub-Adviser may have an interest in the Trust. It is also
understood that the Sub-Adviser and persons controlling, controlled by or under
common control with the Sub-Adviser have and may have advisory, management
service, distribution or other contracts with other organizations and persons,
and may have other interests and businesses; provided, however, that without the
prior consent of the Manager, neither the Sub-Adviser nor any of its affiliates
shall undertake to act as investment adviser or sub-adviser for any U.S.
registered investment company that has substantially similar investment policies
to the Fund.

3. COMPENSATION TO BE PAID BY THE MANAGER TO THE SUB-ADVISER.

The Manager will pay to the Sub-Adviser as compensation (the
"Compensation") for the Sub-Adviser's services rendered, for the facilities
furnished and for the expenses borne by the Sub-Adviser pursuant to Section 1, a
fee, computed and paid monthly at the annual rate of 0.50% of the Fund's average
daily net asset value. Such average daily net asset value of the Fund shall be
determined by taking an average of all of the determinations of such net asset
value during such month while this Agreement is in effect. Such fee shall be
payable for each month within five (5) business days after the end of such
month.

In the event that expenses of the Fund for any fiscal year should
exceed the expense limitation on investment company expenses imposed by any
statute or regulatory authority of any jurisdiction in which shares of the Trust
are qualified for offer and sale, the Compensation due the Sub-Adviser for such
fiscal year shall be reduced by the amount of such excess by a reduction or
refund thereof. In the event that the expenses of the Fund exceed any expense
limitation which the Sub-Adviser may, by written notice to the Manager,
voluntarily declare to be effective with respect to the Fund, subject to such
terms and conditions as the Sub-Adviser may prescribe in such notice, the
Compensation due the Sub-Adviser shall be reduced, and, if necessary, the
Sub-Adviser shall bear the Fund's expenses to the extent required by such
expense limitation.

If the Sub-Adviser shall serve for less than the whole of a month, the
foregoing compensation shall be prorated.

-33-
<PAGE>

Further:

(a) The Compensation shall be held in an interest-bearing escrow
account with Investors Bank & Trust Company pursuant to an escrow letter
substantially in the form attached hereto;

(b) If a majority of the Fund's outstanding voting securities approve a
new Sub-Advisory Agreement with the Sub-Adviser before 150 days after March 20,
2000, the amount in the escrow account (including interest earned thereon) with
respect to such Fund shall be paid to the Sub-Adviser; and

(c) If a majority of the Fund's outstanding voting securities do not
approve a new Sub-Advisory Agreement with the Sub-Adviser, the Sub-Adviser shall
be paid, from the escrow account, the lesser of an amount equal to:

(1) any costs incurred in performing this Agreement (plus
interest earned on that amount in the escrow account) or

(2) the total amount in the escrow account (plus interest
earned thereon).

4. ASSIGNMENT TERMINATES THIS AGREEMENT; AMENDMENTS OF THIS AGREEMENT.

This Agreement shall automatically terminate, without the payment of
any penalty, in the event of its assignment or in the event that the Management
Contract between the Manager and the Trust relating to the Fund shall have
terminated for any reason; and this Agreement shall not be amended unless such
amendment is approved at a meeting by the affirmative vote of a majority of the
outstanding shares of the Fund, and by the vote, cast in person at a meeting
called for the purpose of voting on such approval, of a majority of the Trustees
of the Trust who are not interested persons of the Trust or of the Manager or of
the Sub-Adviser.

5. EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT.

This Agreement shall become effective on March 20, 2000 with respect to
the Fund and will continue in effect until a new Sub-Advisory Agreement between
the Manager and the Sub-Adviser is approved by the shareholders of the Fund or
for 150 days, whichever is sooner.

This Agreement may be terminated at any time, without the payment of
any penalty, by the Trustees of the Trust, by the vote of a majority of the
outstanding voting securities of the Trust, or by the vote of a majority of the
outstanding voting securities of the Fund, on ten days' written notice to the
Sub-Adviser, or by the Sub-Adviser on sixty days' written notice to the Trust.
This Agreement will automatically terminate, without the payment of any penalty,
in the event of its assignment (as defined in the Investment Company Act).

-34-
<PAGE>

6. CERTAIN INFORMATION.

The Sub-Adviser shall promptly notify the Manager in writing of the
occurrence of any of the following events: (a) the Sub-Adviser shall fail to be
registered as an investment adviser under the Investment Advisers Act of 1940,
as amended from time to time, and under the laws of any jurisdiction in which
the Sub-Adviser is required to be registered as an investment adviser in order
to perform its obligations under this Agreement or any other agreement
concerning the provision of investment advisory services to the Trust, (b) the
Sub-Adviser shall be disqualified from serving as investment adviser to the Fund
pursuant to Section 9 of the 1940 Act, or otherwise, (c) the Sub-Adviser shall
have been served or otherwise have notice of any action, suit, proceeding or
inquiry or investigation, at law or in equity, before or by any court, public
board or body, involving the affairs of the Trust, (d) there is a change in
control of the Sub-Adviser or any parent of the Sub-Adviser within the meaning
of the 1940 Act or (e) there is a material adverse change in the business or
financial position of the Sub-Adviser.

7. CERTAIN DEFINITIONS.

For the purposes of this Agreement, the "affirmative vote of a majority
of the outstanding shares" of the Fund means the affirmative vote, at a duly
called and held meeting of shareholders, (a) of the holders of 67% or more of
the shares of the Fund present (in person or by proxy) and entitled to vote at
such meeting, if the holders of more than 50% of the outstanding shares of the
Fund entitled to vote at such meeting are present in person or by proxy, or (b)
of the holders of more than 50% of the outstanding shares of the Fund entitled
to vote at such meeting, whichever is less.

For the purposes of this Agreement, the terms "affiliated person",
"control," "interested person" and "assignment" shall have their respective
meanings defined in the 1940 Act and the rules and regulations thereunder,
subject, however, to such exemptions as may be granted by the Securities and
Exchange Commission under said Act; and the phrase "specifically approve at
least annually" shall be construed in a manner consistent with the 1940 Act and
the rules and regulations thereunder.

8. NONLIABILITY OF THE SUB-ADVISER.

In the absence of willful misfeasance, bad faith or gross negligence on
the part of the Sub-Adviser, or reckless disregard of its obligations and duties
hereunder, the Sub-Adviser shall not be subject to any liability to the Trust,
or to any shareholder of the Trust, for any act or omission in the course of, or
connected with, rendering services hereunder.

-35-
<PAGE>

9. EXERCISE OF VOTING RIGHTS.

Except as instructed otherwise by the Trustees of the Trust or the
Manager, the Sub-Adviser shall at its discretion exercise or procure the
exercise of any voting right attaching to investments of the Fund.

10. LIMITATION OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS.

A copy of the Agreement and Declaration of Trust of the Trust is on
file with the Secretary of State of The Commonwealth of Massachusetts, and
notice is hereby given that this instrument is executed on behalf of the
Trustees of the Trust as Trustees and not individually and the obligations of
this instrument are not binding upon any of the Trustees or shareholders
individually but are binding only upon the assets and property of the Fund.

IN WITNESS WHEREOF, David L. Babson and Company and Babson-Stewart
Ivory International have each caused this instrument to be signed in duplicate
on its behalf by its duly authorized representative, all as of the day and year
first above written.

DAVID L. BABSON AND COMPANY INCORPORATED

By_______________________________
DeAnne B. Dupont
Senior Vice President

BABSON-STEWART IVORY INTERNATIONAL

By_______________________________
Stephen B. O'Brien
Managing Director

Accepted and agreed to as of the day and year first above written:

THE DLB FUND GROUP,
on behalf of its
DLB Global Small Capitalization Fund

By________________________
Frank L. Tarantino
President

-36-

EXHIBIT 23 (D) (14)
-------------------

THE DLB STEWART IVORY INTERNATIONAL FUND

INTERIM SUB-ADVISORY AGREEMENT
------------------------------

Interim Sub-Advisory Agreement executed as of March 20, 2000 between
DAVID L. BABSON AND COMPANY INCORPORATED (the "Manager") and BABSON-STEWART
IVORY INTERNATIONAL (the "Sub-Adviser").

W I T N E S S E T H:

That in consideration of the mutual covenants herein contained, it is
agreed as follows:

1. SERVICES TO BE RENDERED BY THE SUB-ADVISER TO THE MANAGER.

(a) Subject always to the control of the Trustees of The DLB Fund Group
(the "Trust"), a Massachusetts business trust, and to such policies as the
Trustees or the Manager, as the case may be, may determine, the Sub-Adviser
will, at its expense, (i) furnish continuously an investment program for the DLB
Stewart Ivory International Fund (the "Fund") and will make investment decisions
on behalf of the Fund and place all orders for the purchase and sale of its
portfolio securities and (ii) furnish office space and equipment and provide
bookkeeping and clerical services (excluding determination of net asset value,
shareholder accounting services and fund accounting services). In the
performance of its duties, the Sub-Adviser will comply with the provisions of
the Agreement and Declaration of Trust and By-laws of the Trust and the Fund's
stated investment objective, policies and restrictions.

-37-
<PAGE>

Sub-Adviser determines in good faith that such amount of commission was
reasonable in relation to the value of the brokerage and research services
provided by such broker or dealer, viewed in terms of either that particular
transaction or the Sub-Adviser's overall responsibilities with respect to the
Fund and to other clients of the Sub-Adviser as to which the Sub-Adviser
exercises investment discretion.

2. OTHER AGREEMENTS, ETC.

3. COMPENSATION TO BE PAID BY THE MANAGER TO THE SUB-ADVISER.

The Manager will pay to the Sub-Adviser as compensation (the
"Compensation") for the Sub-Adviser's services rendered, for the facilities
furnished and for the expenses borne by the Sub-Adviser pursuant to Section 1, a
fee, computed and paid monthly at the annual rate of 0.375% of the Fund's
average daily net asset value. Such average daily net asset value of the Fund
shall be determined by taking an average of all of the determinations of such
net asset value during such month while this Agreement is in effect. Such fee
shall be payable for each month within five (5) business days after the end of
such month.

In the event that expenses of the Fund for any fiscal year should
exceed the expense limitation on investment company expenses imposed by any
statute or regulatory authority of any jurisdiction in which shares of the Trust
are qualified for offer and sale, the Compensation due the Sub-Adviser for such
fiscal year shall be reduced by the amount of such excess by a reduction or
refund thereof. In the event that the expenses of the Fund exceed any expense
limitation which the Sub-Adviser may, by written notice to the Manager,
voluntarily declare to be effective with respect to the Fund, subject to such
terms and conditions as the Sub-Adviser may prescribe in such notice, the
Compensation due the Sub-Adviser shall be reduced, and, if necessary, the
Sub-Adviser shall bear the Fund's expenses to the extent required by such
expense limitation.

-38-
<PAGE>

If the Sub-Adviser shall serve for less than the whole of a month, the
foregoing compensation shall be prorated.

Further:

(a) The Compensation shall be held in an interest-bearing escrow
account with Investors Bank & Trust Company pursuant to an escrow letter
substantially in the form attached hereto;

(1) any costs incurred in performing this Agreement (plus
interest earned on that amount in the escrow account) or

(2) the total amount in the escrow account (plus interest
earned thereon).

4. ASSIGNMENT TERMINATES THIS AGREEMENT; AMENDMENTS OF THIS AGREEMENT.

5. EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT.

-39-
<PAGE>

6. CERTAIN INFORMATION.

7. CERTAIN DEFINITIONS.

8. NONLIABILITY OF THE SUB-ADVISER.

9. EXERCISE OF VOTING RIGHTS.

-40-
<PAGE>

10. NAME "STEWART IVORY."

The Manager and the Sub-Adviser agree that the name "Stewart Ivory" may
only be used as part of the name of the Fund for so long as this Agreement shall
remain in full force. The Manager agrees that upon any termination of this
Agreement it will promptly inform the Trust of such termination.

11. LIMITATION OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS.

A copy of the Agreement and Declaration of Trust of the Trust is on
file with the Secretary of State of The Commonwealth of Massachusetts, and
notice is hereby given that this instrument is executed on behalf of the
Trustees of the Trust as Trustees and not individually and the obligations of
this instrument are not binding upon any of the Trustees or shareholders
individually but are binding only upon the assets and property of the Fund.

DAVID L. BABSON AND COMPANY INCORPORATED

By_______________________________
DeAnne B. Dupont
Senior Vice President

BABSON-STEWART IVORY INTERNATIONAL

By_______________________________
Stephen B. O'Brien
Managing Director

Accepted and agreed to as of the day and year first above written:

THE DLB FUND GROUP,
on behalf of its
DLB Stewart Ivory International Fund

By________________________
Frank L. Tarantino
President

-41-

EXHIBIT 23 (D) (15)
-------------------

THE DLB STEWART IVORY EMERGING MARKETS FUND

INTERIM SUB-ADVISORY AGREEMENT
------------------------------

Interim Sub-Advisory Agreement executed as of March 20, 2000 between
DAVID L. BABSON AND COMPANY INCORPORATED (the "Manager") and BABSON-STEWART
IVORY INTERNATIONAL (the "Sub-Adviser").

W I T N E S S E T H:

That in consideration of the mutual covenants herein contained, it is
agreed as follows:

1. SERVICES TO BE RENDERED BY THE SUB-ADVISER TO THE MANAGER.

(a) Subject always to the control of the Trustees of The DLB Fund Group
(the "Trust"), a Massachusetts business trust, and to such policies as the
Trustees or the Manager, as the case may be, may determine, the Sub-Adviser
will, at its expense, (i) furnish continuously an investment program for the DLB
Stewart Ivory Emerging Markets Fund (the "Fund") and will make investment
decisions on behalf of the Fund and place all orders for the purchase and sale
of its portfolio securities and (ii) furnish office space and equipment and
provide bookkeeping and clerical services (excluding determination of net asset
value, shareholder accounting services and fund accounting services). In the
performance of its duties, the Sub-Adviser will comply with the provisions of
the Agreement and Declaration of Trust and By-laws of the Trust and the Fund's
stated investment objective, policies and restrictions.

-42-
<PAGE>

2. OTHER AGREEMENTS, ETC.

3. COMPENSATION TO BE PAID BY THE MANAGER TO THE SUB-ADVISER.

The Manager will pay to the Sub-Adviser as compensation (the
"Compensation") for the Sub-Adviser's services rendered, for the facilities
furnished and for the expenses borne by the Sub-Adviser pursuant to Section 1, a
fee, computed and paid monthly at the annual rate of 0.875% of the Fund's
average daily net asset value. Such average daily net asset value of the Fund
shall be determined by taking an average of all of the determinations of such
net asset value during such month while this Agreement is in effect. Such fee
shall be payable for each month within five (5) business days after the end of
such month.

In the event that expenses of the Fund for any fiscal year should
exceed the expense limitation on investment company expenses imposed by any
statute or regulatory authority of any jurisdiction in which shares of the Trust
are qualified for offer and sale, the Compensation due the Sub-Adviser for such
fiscal year shall be reduced by the amount of such excess by a reduction or
refund thereof. In the event that the expenses of the Fund exceed any expense
limitation which the Sub-Adviser may, by written notice to the Manager,
voluntarily declare to be effective with respect to the Fund, subject to such
terms and conditions as the Sub-Adviser may prescribe in such notice, the
Compensation due the Sub-Adviser shall be reduced, and, if necessary, the
Sub-Adviser shall bear the Fund's expenses to the extent required by such
expense limitation.

-43-
<PAGE>

If the Sub-Adviser shall serve for less than the whole of a month, the
foregoing compensation shall be prorated.

Further:

(a) The Compensation shall be held in an interest-bearing escrow
account with Investors Bank & Trust Company pursuant to an escrow letter
substantially in the form attached hereto;

(1) any costs incurred in performing this Agreement (plus
interest earned on that amount in the escrow account) or

(2) the total amount in the escrow account (plus interest
earned thereon).

4. ASSIGNMENT TERMINATES THIS AGREEMENT; AMENDMENTS OF THIS AGREEMENT.

5. EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT.

-44-
<PAGE>

6. CERTAIN INFORMATION.

7. CERTAIN DEFINITIONS.

8. NONLIABILITY OF THE SUB-ADVISER.

-45-
<PAGE>

9. EXERCISE OF VOTING RIGHTS.

10. NAME "STEWART IVORY."

11. LIMITATION OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS.

A copy of the Agreement and Declaration of Trust of the Trust is on
file with the Secretary of State of The Commonwealth of Massachusetts, and
notice is hereby given that this instrument is executed on behalf of the
Trustees of the Trust as Trustees and not individually and the obligations of
this instrument are not binding upon any of the Trustees or shareholders
individually but are binding only upon the assets and property of the Fund.

-46-
<PAGE>

DAVID L. BABSON AND COMPANY INCORPORATED

By_______________________________
DeAnne B. Dupont
Senior Vice President

BABSON-STEWART IVORY INTERNATIONAL

By_______________________________
Stephen B. O'Brien
Managing Director

Accepted and agreed to as of the day and year first above written:

THE DLB FUND GROUP,
on behalf of its
DLB Stewart Ivory Emerging Markets Fund

By________________________
Frank L. Tarantino
President

-47-

EXHIBIT 23 (D)(16)
------------------

MANAGEMENT CONTRACT
-------------------

Management Contract executed as of ____________, ____ between THE DLB
FUND GROUP, a Massachusetts business trust (the "Trust"), on behalf of its DLB
High Yield Fund (the "Fund"), and DAVID L. BABSON AND COMPANY INCORPORATED, a
Massachusetts corporation (the "Manager").

W I T N E S S E T H:

That in consideration of the mutual covenants herein contained, it is
agreed as follows:

1. SERVICES TO BE RENDERED BY MANAGER TO THE TRUST.

-48-
<PAGE>

(c) Subject to the provisions of the Agreement and Declaration of Trust
of the Trust and the Investment Company Act of 1940, the Manager, at its
expense, may select and contract with investment consultants or sub-advisers
(the "Consultants" or "Sub-Advisers," as applicable) for the Fund. The Manager
will compensate any Consultant or Sub-Adviser of the Fund for its services to
the Fund. The Manager may terminate the services of the Consultant or
Sub-Adviser at any time in its sole discretion and shall at such time assume the
responsibilities of such Consultant or Sub-Adviser unless and until a successor
Consultant or Sub-Adviser is selected.

2. OTHER AGREEMENTS, ETC.

3. COMPENSATION TO BE PAID BY THE FUND TO THE MANAGER.

The Fund will pay to the Manager as compensation for the Manager's
services rendered, for the facilities furnished and for the expenses borne by
the Manager pursuant to Section 1, a fee, computed and paid monthly at the
annual rate of 0.50% of the Fund's average daily net asset value. Such average
daily net asset value of the Fund shall be determined by taking an average of
all of the determinations of such net asset value during such month while this
Contract is in effect. Such fee shall be payable for each month within five (5)
business days after the end of such month.

If the Manager shall serve for less than the whole of a month, the
foregoing compensation shall be prorated.

-49-
<PAGE>

4. ASSIGNMENT TERMINATES THIS CONTRACT; AMENDMENTS OF THIS CONTRACT.

5. EFFECTIVE PERIOD AND TERMINATION OF THIS CONTRACT.

(a) Either party hereto may at any time terminate this
Contract by not more than sixty days' written notice delivered or
mailed by registered mail, postage prepaid, to the other party, or

Action by the Trust under (a) above may be taken either (i) by vote of
a majority of its Trustees, or (ii) by the affirmative vote of a majority of the
outstanding shares of the Fund. Termination of this Contract pursuant to this
Section 5 shall be without the payment of any penalty.

6. CERTAIN DEFINITIONS.

For the purposes of this Contract, the terms "affiliated person,"
"control," "interested person" and "assignment" shall have their respective
meanings defined in the Investment

-50-
<PAGE>

Company Act of 1940 and the rules and regulations thereunder, subject, however,
to such exemptions as may be granted by the Securities and Exchange Commission
under said Act; and the phrase "specifically approve at least annually" shall be
construed in a manner consistent with the Investment Company Act of 1940 and the
rules and regulations thereunder.

7. NONLIABILITY OF MANAGER.

8. INITIALS "DLB."

9. EXERCISE OF VOTING RIGHTS.

Except as instructed otherwise by the Trustees of the Trust, the
Manager shall at its discretion exercise or procure the exercise of any voting
right attaching to investments of the Fund.

10. LIMITATION OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS.

-51-
<PAGE>

that the obligations of this instrument are not binding upon any of the Trustees
or shareholders individually but are binding only upon the assets and property
of the Fund.

-52-
<PAGE>

IN WITNESS WHEREOF, THE DLB FUND GROUP and DAVID L. BABSON AND COMPANY
INCORPORATED have each caused this instrument to be signed in duplicate on its
behalf by its duly authorized representative, all as of the day and year first
above written.

THE DLB FUND GROUP

By_______________________________

DAVID L. BABSON AND COMPANY INCORPORATED

By_______________________________

-53-

EXHIBIT 23 (G)(3)
-----------------

AMENDMENT TO THE CUSTODIAN AGREEMENT RELATING
TO THE DLB HIGH YIELD FUND

Appendix A

As of April 28, 2000, this Appendix A forms a part of the Custodian Agreement
dated as of July 19, 1995, as amended, (the "Agreement") between Investors Bank
& Trust Company and The DLB Fund Group. As of April 1, 2000, this Appendix A
supercedes any previous versions of said Appendix.

Portfolios
- ----------

The DLB Fixed Income Fund
The DLB Global Small Capitalization Fund
The DLB Enterprise III Fund
The DLB Value Fund
The DLB Disciplined Growth Fund
The DLB Growth Fund
The DLB Micro Capitalization Fund
The DLB Stewart Ivory International Fund
The DLB Stewart Ivory Emerging Markets Fund
The DLB High Yield Fund

THE DLB FUND GROUP

By:________________________
Name:
Title:

INVESTORS BANK & TRUST COMPANY

By:________________________
Name:
Title:

-54-

EXHIBIT 23 (H) (4)
------------------

AMENDED AND RESTATED

FEE WAIVER AND EXPENSE LIMITATION AGREEMENT
-------------------------------------------

THIS AGREEMENT is made as of April 28, 2000, between DAVID L. BABSON
AND COMPANY INCORPORATED, a Massachusetts corporation (the "Advisor") and THE
DLB FUND GROUP, a Massachusetts business trust (the "Trust").

1. RECITALS. The Trust has been organized to serve as an investment
vehicle primarily for certain large institutional and private client accounts,
and both the Trust and the Advisor believe that they and the Trust's
shareholders would benefit if each series of the Trust constituting a separate
investment portfolio set forth below (each a "Fund" and, collectively, the
"Funds") were to achieve and maintain an amount of assets sufficiently large to
result in economies of scale for the Fund and sufficient future revenues for the
Advisor. Therefore, the Advisor is agreeing to take certain actions more
specifically described below to reduce or eliminate certain costs otherwise
borne by shareholders of the Funds and to enhance the returns generated for
shareholders of the Funds.

2. GENERAL AGREEMENT. The Advisor will, until this Agreement is
terminated under Section 4, take one or more of the three actions described in
Section 3 to the extent that the Fund's total annual operating expenses (not
including brokerage commissions, hedging transaction fees and other investment
related costs, extraordinary, non-recurring and certain other unusual expenses
such as litigation expenses and other extraordinary legal expenses, securities
lending fees and expenses and transfer taxes) exceed the percentage of that
Fund's average daily net assets (the "Expense Limitation") set forth in the
table below:

-55-
<PAGE>

- ------------------------------------------ ------------------------------
FUND EXPENSE LIMITATION
- ------------------------------------------ ------------------------------
DLB Fixed Income Fund 0.55%
- ------------------------------------------ ------------------------------
DLB Value Fund 0.80%
- ------------------------------------------ ------------------------------
DLB Growth Fund 0.80%
- ------------------------------------------ ------------------------------
DLB Disciplined Growth Fund 0.90%
- ------------------------------------------ ------------------------------
DLB Enterprise III Fund 0.90%
- ------------------------------------------ ------------------------------
DLB Micro Capitalization Fund 1.30%
- ------------------------------------------ ------------------------------
DLB Global Small Capitalization Fund 1.50%
- ------------------------------------------ ------------------------------
DLB Stewart Ivory International Fund 1.00%
- ------------------------------------------ ------------------------------
DLB Stewart Ivory Emerging Markets Fund 1.75%
- ------------------------------------------ ------------------------------
DLB High Yield Fund 0.75%
- ------------------------------------------ ------------------------------

3. ADVISOR ACTIONS. The Advisor will use its best efforts to cause each
Fund to maintain the expense level described in Section 2 by taking one or more
of the following actions: (i) waiving a portion of its fee under the Advisory
Agreement between the Advisor and the Trust relating to the Fund; (ii)
reimbursing the Fund for expenses exceeding the Expense Limitation; or (iii)
paying directly expenses that may exceed the Expense Limitation.

4. TERM. This Agreement shall have an initial term ending on May 1,
2000 and shall automatically be continued thereafter for successive 1-year
periods unless either the Trust or the Advisor terminates this Agreement by
giving six months written notice prior to the next occurring anniversary date to
the other party.

5. MISCELLANEOUS. The Advisor understands and acknowledges that the
Trust intends to rely on this Agreement, including in connection with the
preparation and printing of the Trust's prospectuses and its daily calculation
of each Fund's net asset value.

6. DISCLAIMER OF LIABILITY. A copy of the Agreement and the Declaration
of Trust of the Trust 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 Board of Trustees of the Trust as Trustees and not individually
and that the obligations of this instrument are not binding upon any of the
Trustees or shareholders individually but are binding upon the assets and
property of the Trust; provided, however, that the Agreement and Declaration of
Trust of the Trust provides that the assets of a particular series of the Trust
shall under no circumstances be charged with liabilities attributable to any
other series of the Trust and that all persons extending credit to, or
contracting with or having any claim against a particular series of the Trust
shall look only to the assets of that particular series for payment of such
credit, contract or claim.

-56-
<PAGE>

This Agreement constitutes the entire agreement between the Advisor and
the Trust concerning the subject matter hereof and supersedes all prior oral and
written agreements and understandings between the parties concerning such
subject matter.

IN WITNESS WHEREOF, the parties have executed this Agreement on the day
and year first above written.

DAVID L. BABSON AND COMPANY INCORPORATED

By: ___________________________________________
Senior Vice President and Treasurer

The DLB FUND GROUP

By: _________________________________
President

-57-

EXHIBIT 23 (H)(8)
-----------------

AMENDMENT TO TRANSFER AGENCY AGREEMENT
RELATING TO THE DLB HIGH YIELD FUND

Appendix A

As of April 28, 2000, this Appendix A forms a part of the Transfer Agency and
Service Agreement dated as of July 19, 1995, as amended, (the "Agreement")
between Investors Bank & Trust Company and The DLB Fund Group. As of April 1,
2000, this Appendix A supercedes any previous versions of said Appendix.

Portfolios
- ----------

THE DLB FUND GROUP

By:________________________
Name:
Title:

INVESTORS BANK & TRUST COMPANY

By:________________________
Name:
Title:

-58-

EXHIBIT 23 (H)(9)
-----------------

AMENDMENT TO ADMINISTRATION AGREEMENT
RELATING TO THE DLB HIGH YIELD FUND

Appendix A

As of April 1, 2000, this Appendix A forms a part of the Administration
Agreement dated as of June 1, 1999 (the "Agreement") between Investors Bank &
Trust Company and The DLB Fund Group. As of April 1, 2000, this Appendix A
supercedes any previous versions of said Appendix.

Portfolios
- ----------

THE DLB FUND GROUP

By:________________________
Name:
Title:

INVESTORS BANK & TRUST COMPANY

By:________________________
Name:
Title:

-59-

EXHIBIT 23 (I)
--------------

[LETTERHEAD OF ROPES & GRAY]

April 12, 2000

The DLB Fund Group
One Memorial Drive
Cambridge, Massachusetts 02142

Gentlemen:

You have informed us that you propose to register under the Securities
Act of 1933, as amended (the "Act"), and offer and sell from time to time shares
of beneficial interest ("Shares") of the funds listed on Schedule A attached
hereto (the "Funds"), each a series of The DLB Fund Group (the "Trust"). The
shares are proposed to be sold directly by the Trust.

We have acted as counsel for the Trust since its organization. We are
familiar with the action taken by its Trustees to authorize this issuance of the
Shares. We have examined its records of Trustee and shareholder action, its
Bylaws, and its Agreement and Declaration of Trust on file at the office of the
Secretary of State of The Commonwealth of Massachusetts. We have examined such
other documents as we deem necessary for the purpose of this opinion.

We assume that appropriate action has been taken to register or qualify
the sale of the Shares under any applicable state and federal laws regulating
offerings and sales of securities.

Based upon the foregoing, we are of the opinion that the issue and sale
by the Trust of an unlimited number of Shares of each Fund has been duly
authorized under Massachusetts law. Upon the original issue and sale of any such
authorized but unissued Shares and upon receipt by the Trust of the authorized
consideration therefor in an amount not less than the applicable net asset
value, the Shares so issued will be validly issued, fully paid and nonassessable
by the Trust.

The Trust is an entity of the type commonly known as a "Massachusetts
business trust." Under Massachusetts law, shareholders could, under certain
circumstances, be held personally liable for the obligations of the Trust.
However, the Agreement and Declaration of Trust disclaims shareholder liability
for acts or obligations of the Trust and requires that notice of such disclaimer
be given in each agreement, obligation, or instrument entered into if executed
by the

-60-
<PAGE>

The DLB Fund Group -2- April 12, 2000

Trust or the Trustees. The Agreement and Declaration of Trust provides for
indemnification out of the Trust's property of the relevant Fund of the Trust
for all loss and expense of any shareholder of such Fund held personally liable
solely by reason of his being or having been a shareholder of such Fund. Thus,
the risk of a shareholder's incurring financial loss on account of shareholder
liability is limited to circumstances in which the relevant Fund of the Trust
itself would be unable to meet its obligations.

We consent to the filing of this opinion as an exhibit to such
Registration Statement.

Very truly yours,

/s/ Ropes & Gray
--------------------------
Ropes & Gray

-61-
<PAGE>

SCHEDULE A

DLB Fixed Income Fund
DLB Value Fund
DLB Growth Fund
DLB Disciplined Growth Fund
DLB Enterprise III Fund
DLB Micro Capitalization Fund
DLB Global Small Capitalization Fund
DLB Stewart Ivory International Fund
DLB Stewart Ivory Emerging Markets Fund
DLB High Yield Fund

-62-

EXHIBIT 23 (J)
--------------

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Post-Effective Amendment
No.16 to the Registration Statement on Form N-1A of The DLB Fund Group (File No.
33-82366) of our reports each dated December 10, 1999 appearing in the annual
reports to shareholders for the period ended October 31, 1999, of the DLB Fixed
Income Fund, DLB Global Small Capitalization Fund, DLB Value Fund, DLB
Enterprise III Fund (formerly DLB Mid Capitalization Fund), DLB Disciplined
Growth Fund (formerly DLB Quantitative Equity Fund), DLB Growth Fund, and DLB
Micro Capitalization Fund, and to the references to us under the headings
"Financial Highlights" in the Prospectus and "Experts" and "Report of
Independent Auditors and Financial Statements" in the Statement of Additional
Information, all of which are part of this Registration Statement.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

April 11, 2000

-63-

EXHIBIT 23 (M) (10)
-------------------

DISTRIBUTION AND SERVICES PLAN

This Plan (the "Plan") constitutes the Distribution and Services Plan
of the DLB High Yield Fund (the "Fund"), a separate series of The DLB Fund
Group, a Massachusetts business trust (the "Trust"), adopted pursuant to the
provisions of Rule 12b-1 under the Investment Company Act of 1940 (the "Act").
During the effective term of this Plan, the Fund may make payments to investment
brokers or dealers (including any principal underwriter or distributor of the
Fund) and other persons providing services to the Fund upon the terms and
conditions hereinafter set forth.

Section 1. The Fund may make monthly payments to investment dealers or
the other persons providing services to the Fund, in the form of fees or
reimbursements, as compensation for services provided and expenses incurred for
purposes of promoting the sale of shares of the Fund, reducing redemptions of
shares, or maintaining or improving services provided to shareholders by
investment dealers and other persons. The amount of such payments and the
purposes for which they are made shall be determined by the Qualified Trustees
(as defined below). Payments under this Plan shall not exceed in any fiscal year
the annual rate of 0.50% of the average net asset value of the Fund determined
by taking an average of all of the determinations of such net asset value during
the month. A majority of the Qualified Trustees may, at any time and from time
to time, reduce the amount of such payments covered by this Plan, or may suspend
the operation of the Plan for such period or periods of time as they may
determine.

Section 2. This Plan shall not take effect until it has been approved,
together with any related agreements, by votes of a majority (or whatever
greater percentage may, from time to time, be required by Section 12(b) of the
Act or the rules and regulations thereunder) of both (a) the Trustees of the
Trust, and (b) the Qualified Trustees of the Trust, cast in person at a meeting
called for the purpose of voting on this Plan or such agreement.

Section 3. This Plan shall continue in effect for a period of more than
one year after it takes effect only so long as such continuance is specifically
approved at least annually in the manner provided for approval of this Plan in
Section 2(b).

Section 4. The Trustees shall review, at least quarterly, a written
report of the amounts covered by this Plan and the purposes for which such
expenditures were made.

Section 5. This Plan may be terminated at any time by vote of a
majority of the Qualified Trustees, or by vote of a majority of the Fund's
outstanding voting securities.

Section 6. All agreements with any person relating to implementation of
this Plan shall be in writing, and any agreement related to this Plan shall
provide:

-64-
<PAGE>

(1) that such agreement may be terminated at any time, without
payment of any penalty, by vote of a majority of the Qualified Trustees
or by vote of a majority of the Fund's outstanding voting securities,
on not more than 60 days' written notice to any other party to the
agreement; and

(2) that such agreement shall terminate automatically in the
event of its assignment.

Section 7. This Plan may not be amended to increase materially the
amount of distribution expenses permitted pursuant to Section 1 hereof without
the approval of a majority of the outstanding voting securities of the Fund, and
all material amendments to this Plan shall be approved in the manner provided
for approval of this Plan in Section 2(b).

Section 8. As used in this Plan, (a) the term "Qualified Trustees"
shall mean those Trustees of the Trust who are not interested persons of the
Trust, and have no direct or indirect financial interest in the operation of
this Plan or any agreements related to it, and (b) the terms "assignment",
"interested person" and "vote of a majority of the outstanding voting
securities" shall have the respective meaning specified in the Act and the rules
and regulations thereunder, subject to such exemptions as may be granted by the
Securities and Exchange Commission.

Section 9. A copy of the Agreement and Declaration of Trust of the
Trust is on file with the Secretary of State of The Commonwealth of
Massachusetts and notice is hereby given that this instrument is made on behalf
of the Trustees of the Trust as Trustees and not individually, and that the
obligations of or arising out of this instrument are not binding upon any of the
Trustees, officers or shareholders individually but are binding only upon the
assets and property of the Fund.

Adopted as of ___________, ____.

-65-

EXHIBIT 23 (O)(2)
-----------------

POWER OF ATTORNEY
-----------------

I, the undersigned Trustee of The DLB Fund Group (the "Trust"), hereby
constitute and appoint Frank L. Tarantino, DeAnne B. Dupont, and John E.
Deitelbaum, each of them singly, my true and lawful attorneys with full power to
sign for me, and in my name and in the capacity indicated below, the
Registration Statement on Form N-1A with respect to the Trust's shares of
beneficial interest and other matters set forth therein, and any and all
amendments, including post-effective amendments, to such Registration Statement,
and to file the same with all exhibits thereto, and other documents in
connection thereunder, with the Securities and Exchange Commission, granting
unto said attorneys, and each of them acting alone, full power and authority to
do and perform each and every act and thing requisite or necessary to be done in
the premises, as fully to all intents and purposes as I might or could do in
person, and hereby ratify and confirm all that said attorneys or any of them may
lawfully do or cause to be done by virtue thereof.

WITNESS my hands on the date set forth below.

- ---------------------------
Kevin M. McClintock - Trustee

Dated: March 31, 2000

-66-

EXHIBIT 23(P)
-------------

INSIDE INFORMATION STATEMENT
AND
CODE OF ETHICS RELATING TO PERSONAL SECURITIES TRANSACTIONS

PART ONE - INTRODUCTION

This Inside Information Statement and Code of Ethics Relating to Personal
Securities Transactions (the "Code") establishes policies and procedures that
are reasonably necessary to detect and prevent insider trading and activities
that are, or might be, an abuse of fiduciary duties or create conflicts of
interest. Any person having questions as to the meaning or applicability of
these policies and procedures should contact the designated Compliance Director.

This Code of Ethics applies to:

1. all employees, officers, directors, general partners and trustees
("Associates") of (a) David L. Babson and Company Incorporated, Babson
Securities Corporation and any additional subsidiaries which may be
subsequently organized and that adopt this Code (collectively, "DLB"); and
(b) The DLB Fund Group.

2. all employees, officers, directors, and general partners of any DLB
affiliate (together with Associates, "DLB Associates") to the extent that
such individuals participate in the selection of, regularly obtain or have
ready access to information regarding, the Securities being purchased, sold
or considered for purchase or sale by DLB or by DLB investment clients,
including, without limitation, the DLB Fund Group ("Advisory Clients").
This Code of Ethics shall not apply to the extent that any such affiliate
has adopted policies that are substantially similar to this Code of Ethics,
as determined by the Compliance Director(1).

DLB expects all of those associated with it to conduct business in accordance
with the highest ethical standards and in full accordance with the letter and
spirit of all applicable laws and regulations.

Capitalized terms used in this Code that are not otherwise defined have the
meanings contained in PART FIVE, Article V: Definitions.

- --------------------
(1) As of this printing, no subsidiaries have been determined to be exempt from
maintaining this or a substantially similar Code.

-67-
<PAGE>

PART TWO - INSIDE INFORMATION STATEMENT

ARTICLE I: GENERAL POLICIES ON THE USE OF INSIDE INFORMATION

From time-to-time DLB Associates may, either on or off the job, come into
possession of Inside Information. It is important for all DLB Associates to
understand that anytime they come into possession of Inside Information, that
same information may become attributable to DLB as a whole. The mere possession
of Inside Information is not illegal, unethical or against DLB policy; however,
misuse of it is against the law and this Code. The following procedures and
guidelines apply to all DLB Associates.

A. NO TRADING

Except as (1) permitted below, or (2) with prior written approval from the
Compliance Director, no DLB Associate, may directly or indirectly trade
Securities either for his or her personal account or for DLB and/or
Advisory Client accounts while:

o they are in possession of Inside Information regarding the issuer of
such Securities; or

o the issuer of such Securities appears on the Restricted List.

Notwithstanding the above, a DLB Associate, on behalf of DLB and/or its Advisory
Clients, may purchase private placement Securities of an issuer even if the
issuer has provided DLB and/or its Advisory Clients with Inside Information
as part of DLB and/or its Advisory Client's consideration as to whether it
will invest in such Securities.

B. NO COMMUNICATION OF INSIDE INFORMATION

No DLB Associate may communicate Inside Information or the content of the
Restricted List to others who do not have a clear need to know. Any DLB
Associate having Inside Information as the result of a fiduciary
relationship they might have by reason of a position as an officer or
director of another corporation or entity, should not disclose such
information to anyone, including the Compliance Director.

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ARTICLE II: GUIDELINES FOR IDENTIFYING INSIDE INFORMATION

The following guidelines have been established to assist DLB Associates in
avoiding illegal Insider Trading and to aid DLB in preventing, detecting and
imposing sanctions against Insider Trading.

A. IDENTIFYING INSIDE INFORMATION

Before trading for yourself or for others (including DLB and its Advisory
Clients) in the Securities of a company about which you may have Inside
Information, you should ask yourself the following questions:

1. IS THE INFORMATION MATERIAL INFORMATION? "Material Information" in this
context means information for which there is a substantial likelihood
that a reasonable investor would consider it important in making an
investment decision, or information that is reasonably certain to have
a significant effect on the price of a company's Securities.
Information that officers, directors and employees should consider
material includes, but is not limited to: dividend changes, earnings
estimates, changes in previously released earnings estimates, merger,
acquisition or divestiture proposals or agreements, major litigation,
liquidity problems, significant management developments, expansion or
curtailment of operations, significant increases or decreases in
purchase orders, new products or discoveries, extraordinary borrowing,
purchase or sale of substantial assets, fraud, accounting errors and
irregularities, and capital restructuring (including issue of rights,
warrants or convertible Securities).

Material Information about a company does not have to originate from
such company. For example, information about the contents of a
forthcoming newspaper column or "leaks" from an insider of the issuer
that may be expected to affect the market price of a Security can be
considered material information.

2. IS THE INFORMATION NON-PUBLIC INFORMATION? Non-Public Information in
this context means information that has not been effectively
communicated to the market place. In order for information to be
considered "public", one must be able to point to some fact to show
that the information is generally available to the public and the
Securities markets have had a reasonable time to respond. For example,
the following information would be considered public information: (a)
information found in a public filing with the SEC or a stock exchange;
(b) information disseminated by the issuer or Securities analysts to
the investment community through written reports or public meetings; or
(c) information appearing in Bloomberg, Dow Jones News Service, Reuters
Economic Services, The Wall Street Journal or other publications of
general circulation.

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Information has not been effectively communicated to the public if
there has been: (a) selective disclosure to DLB or other institutional
investors or to select groups of analysts or brokers; (b) partial
disclosure as long as a material component of the Inside Information
remains undisclosed; or (c) insufficient time for the relevant
Securities market(s) to trade on the information.

B. ACTION TO TAKE

No simple tests exist to determine if information is Material Information
or Non-Public Information. If after consideration of the above, you believe
that there is any possibility that the information is Material Information
and Non-Public Information or if you have any questions whatsoever as to
whether the information is Inside Information:

1. Report the matter immediately to the Compliance Director;

2. Do not purchase or sell the Securities on behalf of yourself or others,
including Advisory Clients;

3. Do not communicate the information inside or outside DLB, other than to
the Compliance Director or legal counsel;

4. After the Compliance Director has reviewed the issue, you will be
instructed to continue the prohibitions against trading and
communication, or you will be allowed to trade and communicate the
information; and

5. Keep such information secure. For example, files containing Inside
Information should be locked in filing cabinets or desks and access to
computer files containing Inside Information should be restricted.

C. RESPONSIBILITY TO UPDATE RESTRICTED LIST

Each analyst, trader or portfolio manager is individually responsible for
ensuring that all issuers, (1) about or whom they have Inside Information
or (2) that are Being Considered For Purchase or Sale, are reflected on the
Restricted List. A publicly traded equity Security is deemed to be under
Consideration for Purchase or Sale when a recommendation has been conveyed
by an analyst to a portfolio manager and should be placed on the Restricted
List at that time. The restriction will remain in place for the lesser of
48 hours or until a trade in the Security is executed or canceled.

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ARTICLE III: "FIREWALL" PROCEDURES

Certain members of the DLB Organization have established "Firewalls" between
their respective organizations. The Firewalls exist so that, to the extent
practicable, Inside Information that DLB Associates have will not be passed or
imputed from one member of the DLB Organization to another member without clear
need to know. The Firewalls also exist to ensure, to the extent practicable,
that the voting and investment powers over Securities held by a member of the
DLB Organization are exercised independently from the other members. Each member
of the DLB Organization may adopt additional or amend existing Firewalls. The
primary guidelines for such policies and procedures are as follows:

A. CONFIDENTIALITY

DLB Associates shall make every effort to maintain the confidentiality of
information entrusted to them.

B. MEETINGS

DLB Associates should avoid placing themselves in a position where they might
receive Inside Information from another DLB Associate or officer, unless
they have a legitimate need to know. When meetings occur with associates
representing different members of the DLB Organization to discuss
investment related matters or to make presentations to the same client or
prospective client, the respective individuals shall determine if Inside
Information is likely to be disclosed at the meeting. Where appropriate
they should take steps, in consultation with the Compliance Director, to
ensure that Inside Information does not "pass over" a Firewall. This may
require alteration of the presentation or separate meetings or
presentations. Additionally, someone familiar with compliance and the
federal securities laws, such as the Compliance Director or an attorney
familiar with the laws governing the use of Inside Information, could
attend these meetings to ensure that there are no inadvertent violations of
the securities laws.

C. DUAL FUNCTION EMPLOYEES, OFFICERS, AND DIRECTORS

The roles of individuals who perform dual functions for members of the DLB
Organization should be limited to the extent reasonably practicable to
reduce the likelihood of potential violations of Firewalls. Generally, DLB
Associates who serve as officers or directors of more than one member of
the DLB Organization should not be involved in the other member's
investment or proxy voting decision making process or otherwise be made
aware of currently existing, specific securities positions held by such
other member that are not publicly available.

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D. DUTY TO DISCLOSE BREACHES OF FIREWALL(S)

Any DLB Associate should inform the Compliance Director whenever they become
aware of a breach in said Firewalls(s) including any instance whereby a DLB
Associate becomes involved in the exercise of another member's investment
or voting decision making process (or otherwise was made aware of specific
securities positions held by such other member that are not publicly
available).

ARTICLE IV: CONFIDENTIALITY OF ADVISORY CLIENTS' TRANSACTIONS

Until disclosed in a public report to shareholders or public filing to the SEC,
all information concerning Securities Being Considered for Purchase or Sale by
or on behalf of DLB and/or any of its Advisory Clients shall be kept
confidential and disclosed by DLB Associates only on a need to know basis in
accordance with practices and policies developed and periodically reviewed for
their continuing appropriateness by the Compliance Director.

ARTICLE V: SUPERVISORY PROCEDURES AND PERSONAL LIABILITY

All supervisory personnel are responsible for the reasonable supervision of
their staff to prevent and detect violations of this Code. Failure to supervise
adequately can result in the supervisor being held personally liable for
violations of the securities laws and this Code. Supervisors shall ensure that
employees and/or consultants joining their departments are reported to the
Compliance Department.

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PART THREE - CODE OF ETHICS RELATING TO
PERSONAL SECURITIES TRANSACTIONS

ARTICLE I: GENERAL POLICIES

A. PERSONAL INVESTMENT ACTIVITIES

In addition to the previously discussed duty to avoid illegal Insider
Trading, the principles that govern personal investment activities for DLB
Associates, EXCEPT FOR DISINTERESTED TRUSTEES, include:

1. The duty at all times to place the interests of DLB and/or its Advisory
Clients first;

2. The requirement that all personal securities transactions be consistent
with this Code so as to avoid any actual or potential conflict of
interest or any abuse of an individual's position of trust and
responsibility; and

3. The fundamental standard that individuals should not take inappropriate
advantage of their positions.

The fiduciary principles that govern personal investment activities for
DISINTERESTED TRUSTEES include:

1. The duty at all times to place the interests of The DLB Fund Group
first;

2. The requirement that all personal securities transactions be consistent
with this Code of Ethics so as to avoid any actual or potential
conflict of interest or any abuse of an individual's position of trust
and responsibility; and

3. The fundamental standard that individuals should not take inappropriate
advantage of their positions.

B. GENERAL PROHIBITIONS

In connection with the purchase, sale or disposition of a Security Held Or
To Be Acquired By DLB and/or its Advisory Clients no person, and, in
connection with the purchase, sale or disposition of a Security Held Or To
Be Acquired By The DLB Fund Group, no Disinterested Trustee, may directly
or indirectly:

1. Use information concerning the investment intentions of or influence
the investment decision making process of DLB and/or its Advisory
Clients for personal gain or in a manner detrimental to the interests
of DLB and/or its Advisory Clients;

2. Employ any device, scheme or artifice to defraud DLB and/or its
Advisory Clients;

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3. Make an untrue statement of a material fact;

4. Omit to state a material fact necessary in order to make any statement
made to DLB and/or its Advisory Clients, in light of the circumstances
under which they are made, not misleading;

5. Engage in any act, practice, or course of business that operates or
would operate as fraud, deceit or breach of trust upon, or by, DLB
and/or its Advisory Clients; or

6. Engage in any manipulative practice with respect to DLB and/or its
Advisory Clients.

ARTICLE II: SPECIFIC POLICIES FOR
ACCESS PERSONS, INVESTMENT PERSONS AND PORTFOLIO MANAGERS

While this Code applies to all DLB Associates, there are specific policies that
govern the personal investment activities of Access Persons, Investment Persons
and Portfolio Managers.

A. ACCESS PERSONS

Access Persons are the directors, trustees and officers of DLB and The DLB
Fund Group and any other DLB Associate who in connection with his or her
regular functions or duties, makes, participates in the selection of, or
has ready access to information regarding the Securities Being Considered
for Purchase or Sale by DLB or any Advisory Client, or whose functions
relate to the making of any recommendations with respect to the purchases
or sales. ACCESS PERSONS INCLUDE INVESTMENT PERSONS AND PORTFOLIO MANAGERS.
Access Persons are subject to the following restrictions:

1. PURCHASE, SALE OR OTHER DISPOSITION OF SECURITIES

No Access Person shall purchase, sell or otherwise dispose of any
Security if that same Security is being purchased or sold or being
considered for purchase or sale by or on behalf of DLB and/or its
Advisory Clients, provided however, that this prohibition does not
apply if the disposition involves Securities that are donated to a
tax-exempt organization or if given to a member of the Access Person's
Immediate Family.

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2. SERVING ON BOARDS OF TRUSTEES OR DIRECTORS

No Access Person may serve on the Board of Directors or Trustees of a
business entity without prior written approval from the President of
the DLB Organization of which the Access Person is an employee or
officer or in the case of a request by the President of DLB, its Board
of Directors. All Access Persons that wish to serve on a Board of
Directors or Trustees shall submit a written request to the Compliance
Director.

Prior approval is not required for an Access Person who is a
Disinterested Trustee of the DLB Fund Group, although the existence of
any new affiliation should be immediately disclosed to the Compliance
Director.

3. DUTY TO DISCLOSE POSSIBLE CONFLICTS OF INTEREST

(A) To the extent that any Access Person has a Beneficial Interest in
or Control of Securities of an issuer which is Being Considered
for Purchase or Sale by DLB, he or she shall disclose that actual
or potential conflict of interest in writing to his or her manager
with a copy to the Compliance Director;

(B) Such disclosure must be made prior to the execution of the
Securities transactions;

(C) Transactions where Access Persons are known to have investments or
interests deemed to be material by a Portfolio Manager or the
Compliance Director must be brought to the President of DLB or his
or her designee on a Required Approval basis; and

(D) No Access Person having a Beneficial Interest or Control of
Securities of an issuer shall unilaterally approve such a
transaction involving the Securities of such issuer.

4. INVESTMENT CLUBS

Participation by Access Persons in Investment Clubs is prohibited.
Access Persons who were participating in Investment Clubs prior to
January 1, 2000 are exempted from this restriction (grandfathered).
However, those qualifying under the "grandfather" provision are
prohibited from joining additional investment clubs. If a
"grandfathered" Access Person makes a recommendation to an investment
club, such Security must be precleared by the Compliance Director prior
to trade execution. Additionally, Access Persons relying on the
"grandfather" provision must disclose their participation and related
holdings annually.

5. SHORT SALES INVOLVING DLB ADVISED OR SUB-ADVISED ENTITIES

No Access Person shall sell short a Security issued by an entity for
which DLB is an investment adviser or sub-adviser. (For example,
MassMutual Corporate Investors and MassMutual Participation Investors.)

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6. BUSINESS COURTESIES, GIFTS

No DLB Associate may receive any gift or other thing of more than $100
in value from any person or entity that does business with or on behalf
of DLB or an Advisory Client. The exchange of business courtesies, such
as reasonable entertainment and gifts of nominal value, is generally
permissible. The common practices of the business world are acceptable
but care should be taken to stay within the scope of reasonable value,
standard business practices, and professional association or regulatory
guidelines. This will help ensure that no special indebtedness or
conflict of interest arises.

Occasionally, a DLB Associate may be offered entertainment, such as
tickets for cultural or sporting events. A DLB Associate may accept
such offers but only if the offer meets the criteria above and is
associated with the business transactions between DLB and the other
party. Accepting entertainment that is primarily intended to gain favor
or influence is to be strictly avoided.

While a DLB Associate may give gifts of nominal value ($100), such as
promotional items, Access Persons may not directly or indirectly give
or accept bribes, kickbacks, special privileges, personal favors or
unusual or expensive hospitality. A DLB Associate dealing with any U.S.
Government or state agency must notify DLB's legal counsel prior to the
exchange of any business courtesies.

Whether a DLB Associate is engaged in purchasing, selling or providing
service on the behalf of DLB or not, monetary gratuities should not be
accepted.

When the business courtesy involves a gift of travel expenses or
accommodations, it must be authorized in advance by a designated member
of the DLB Board of Directors and proper trip documentation must be
completed.

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B. INVESTMENT PERSONS

Investment Persons are any Access Persons who PROVIDE INFORMATION AND/OR
ADVICE TO PORTFOLIO MANAGERS OR WHO HELP EXECUTE A PORTFOLIO MANAGER'S
DECISIONS. INVESTMENT PERSONS INCLUDE PORTFOLIO MANAGERS. In addition to
the provisions of PART THREE, Article II(A) Access Persons, Investment
Persons are subject to the following restrictions:

1. BAN ON SHORT-TERM PROFITS

No Investment Person may profit from the purchase and sale, or sale and
purchase, within any 60-day period, of any Security, except for those
Securities types listed in Part THREE, Article III (A)(2)(a). Any
profits realized on such trades will be disgorged pursuant to
instructions from the Compliance Director.

2. PRIVATE PLACEMENTS

No Investment Person may acquire any Security in a private placement
without the express prior written approval of the Compliance Director.

3. INITIAL PUBLIC OFFERINGS

No Investment Person or Portfolio Manager may purchase any Security in
an Initial Public Offering except purchases of shares of a savings
association, insurance company, or similar institution, under an
existing right as a policyholder or depositor, that have been approved
and precleared in advance by the Compliance Director.

C. PORTFOLIO MANAGERS

Portfolio Managers are Investment Persons who have DIRECT RESPONSIBILITY
AND AUTHORITY TO MAKE INVESTMENT DECISIONS AFFECTING A PARTICULAR DLB
INVESTMENT PORTFOLIO OR AN ADVISORY CLIENT ACCOUNT. In addition to the
provisions of PART THREE, Article II(A) & (B), Portfolio Managers are
subject to the following restrictions:

1. SEVEN-DAY "BLACKOUT" PERIOD

No Portfolio Manager may purchase, sell or dispose of any Security
within seven (7) calendar days before or after the purchase or sale of
that Security by DLB or an Advisory Client for which he or she is a
Portfolio Manager. Any profits realized with respect to such purchase
or sale shall be disgorged pursuant to instructions from the Compliance
Director. Exempt from this provision are those Securities and
transactions enumerated in PART THREE, Article III (A)(2)(a)-(e),
(Please note items (f) and (g) from PART THREE, Article III (A)(2) are
NOT exempt from this provision.)

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2. CONTRA TRADING RULE

No Portfolio Manager shall, without preclearance, sell out of his or
her personal account or the account of any member of his or her
Immediate Family any Security or related Security held by DLB and/or on
behalf of its Advisory Client, for which he or she is a Portfolio
Manager. Any profits realized with respect to such purchase or sale
shall be disgorged pursuant to instructions from the Compliance
Director

Exempt from this provision are those Securities and transactions
enumerated in PART THREE, Article III (A)(2)(a)-(e), (Please note items
(f) and (g) from PART THREE, Article III(A)(2) are not exempt from
these provisions.)

D. DISINTERESTED TRUSTEES

1. PURCHASE, SALE OR OTHER DISPOSITION OF SECURITIES

No Disinterested Trustee shall purchase, sell or otherwise dispose of
any Security if the Disinterested Trustee has actual knowledge that
such Security is "Being Considered for Purchase or Sale" by or on
behalf of The DLB Fund Group.

ARTICLE III: PRECLEARANCE, DUPLICATE CONFIRMATIONS
AND REPORTING PROCEDURES APPLICABLE TO DLB ASSOCIATES AND
DISINTERESTED TRUSTEES

There are preclearance and a number of reporting requirements that apply to
Access Persons, Investment Persons, Portfolio Managers and Disinterested
Trustees. The Compliance Director will make every effort to inform any
individual that he or she qualifies as an Access Person, Investment Person
and/or Portfolio Manager.

A. ACCESS PERSONS (INCLUDES INVESTMENT PERSONS AND PORTFOLIO MANAGERS)

1. PRECLEARANCE

No Access Person may purchase, sell or otherwise acquire or dispose of
any Security in which he or she has, or as a result of such transaction
will establish, a Beneficial Interest or Control without the prior
written approval of the Compliance Director. Preclearance is not
required if Securities are donated to a tax-exempt organization or
given as a gift between members of the Access Person's Immediate
Family. PRECLEARANCE IS VALID ONLY FOR THE DAY IT IS OBTAINED.

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HOW TO OBTAIN PRECLEARANCE.

For preclearance, call the Compliance Hot-line [(413) 744-6973 "NYSE"].
The DLB Compliance Department will typically be available for
preclearance during NYSE trading hours except on days on which DLB
and/or its Advisory Clients has an emergency closing, snow day
cancellation, etc. In such cases the Preclearance fax line (413)
744-6972 will be unavailable and a message will be left on the
Compliance Hot-line [(413) 744-6973 "NYSE"] voice mail which will
instruct the caller as to what number to dial in order to obtain such
preclearance, or in extreme cases, that preclearance is not available.

Preclearance communications may be recorded for the protection of DLB
and its Associates.

2. PRECLEARANCE EXEMPTIONS

Certain transactions do not need to be precleared.

(A) EXEMPT SECURITIES AND FUNDS

Purchases, sales or dispositions of the following types of
Securities: direct obligations of the government of the United
States, bankers' acceptances, bank certificates of deposit,
commercial paper, shares of registered Open-End Investment
Companies (closed-end mutual funds are not exempt from
preclearance), and high quality short-term debt instruments,
including repurchase agreements. High quality short-term debt
instrument means any instrument that has a maturity at issuance of
less than 366 days and that is rated in one of the two highest
rating categories by a nationally recognized rating organization.

(B) NO DIRECT OR INDIRECT CONTROL OVER ACCOUNT

Purchases, sales or dispositions of securities for an account over
which an Access Person has no direct or indirect control,
typically known as a "blind trust".

Involuntary purchases or sales made by a Access Person or by or on
behalf of an Advisory Client, such as spin-offs of shares of an
issuer to existing shareholders or a call of a debt Security by
the issuer.

(D) DIVIDEND REINVESTMENT PLAN (DRIPS)

Purchases which are part of an automatic dividend reinvestment
plan.

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(E) PRO RATA DISTRIBUTIONS

Purchases resulting from the exercise of rights acquired from an
issuer as part of a pro rata distribution to all holders of a
class of Securities of such issuer (and the sale of such rights).

(F) OTHER SECURITIES

Purchases or sales of the following types of Securities: municipal
general obligations, Securities held by a Trust established to
fund the employee's retirement benefit plans such as a 401(k)
plan, interests in Securities that are related to broad-based
equity indices, and interest rate or commodity futures. Approval
from the Compliance Director is required for these exemptions to
be granted.

(G) DE MINIMIS S&P 500 PRECLEARANCE EXEMPTION

Except as provided in the following paragraph, preclearance is not
required for any acquisitions or dispositions of shares of stock
and bonds issued by a company included in the Standard & Poor's
500 Index (the "S&P 500") if the total of such purchases, sales
and dispositions does not exceed 1,000 shares of stock or $10,000
par value of bonds of a single issuer in any given calendar
quarter.

The De Minimis S&P 500 preclearance exemption may NOT be used in
connection with transactions in warrants, options and futures.

A listing of the S&P 500 is available in the DLB Compliance
Department.

3. DUPLICATE CONFIRMATIONS

All Access Persons shall arrange for copies of confirmations of ALL
personal Securities transactions involving a Securities account in
which the Access Person has a Beneficial Interest or Control to be sent
promptly by the Access Person's broker(s) directly to the Compliance
Director. Accounts which may only hold Open-End Investment Companies
are exempt from this reporting requirement.

4. INITIAL HOLDINGS REPORT

New Access Persons must file a report disclosing the title, number of
shares, and principal amount of all Securities in which they have any
direct or indirect beneficial ownership when the Access Person became
an Access Person and the name of any broker, dealer, or bank with whom
the Access Person maintained an account in which any Securities were
held for the direct or indirect benefit of the Access Person as of the
date when the person became an Access Person, and the date that the
report is submitted by the Access Person. This Initial Holding Report
is due within ten days after the person became an Access Person.

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5.QUARTERLY REPORTS

(A) THE SEC REQUIRES that all Access Persons, within ten (10) calendar
days after the end of each calendar quarter, make a written report
(the "Quarterly Report") certifying to the Compliance Director
that the Quarterly Report lists all Security transactions in which
the Access Person has a Beneficial Interest or over which the
Access Person exercises Control. Copies of broker prepared
periodic securities account statements ("Account Statement") may
be attached to the Quarterly Report in lieu of listing each of the
transactions detailed in the Account Statement on the Quarterly
Report so long as all information required in the Quarterly Report
is contained in the Account Statement. The Quarterly Report form
will be sent out to Associates at the end of the quarter. Late
filers are in technical violation of the law and will be subject
to disciplinary action.

(B) Each Quarterly Report must contain: (i) with respect to each
reportable transaction for the quarter, the date of the
transaction, the title, the interest rate and maturity date (if
applicable), the number of shares, and the principal amount of
each Security involved, the nature of the transaction (e.g.
purchase or sale), the price at which the transaction was
effected; and the name of the broker, dealer, or bank with or
through which the transaction was affected; (ii) with respect to
any account established by the Access Person in which any
Securities were held during the quarter for the direct or indirect
benefit of the Access Person: the name of the broker, dealer or
bank with whom the Access Person established the account and the
date the account was established; and (iii) the date that the
report is submitted by the Access Person.

(C) All Security transactions are reportable, even those exempt from
the preclearance requirements except those exempt Securities
described in;

o PART THREE, Article III (A)(2)(a) and (b)

Notwithstanding the above, any transaction involving shares of an
Open-End Investment Company that is advised by DLB MUST be
reported in the Quarterly Report.

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6. ANNUAL CERTIFICATION OF UNDERSTANDING AND COMPLIANCE

All Access Persons shall within 10 days of employment and at least
annually thereafter, certify to the Compliance Director that they have
read and understand this Code, recognize that they are subject to it,
have complied with its requirements and have disclosed or reported all
required personal Securities transactions and holdings.

B. ACCESS PERSONS - ANNUAL DISCLOSURE OF PERSONAL SECURITIES HOLDINGS

All Access Persons shall, at least annually, disclose all Securities,
except as indicated in PART THREE, Article III(A)(2)(a) and (b), to the
Compliance Director in an Annual Disclosure of Personal Securities Holdings
Report, (i) all Securities (title, number of shares and principal amount)
in which he or she has a Beneficial Interest or Control, and (ii) the name
of any broker, dealer or bank with whom the Access Person maintains an
account in which any Securities are held for the direct or indirect benefit
of the Access Person; and (iii) the date the report is submitted by the
Access Person. Only Securities described in PART THREE, Article
III(A)(2)(a) and Securities in accounts described in (b) are exempt from
the Annual Disclosure Requirement. The information contained in the report
must be current as of a date no more than 30 days before the report is
submitted. Any Open-End Investment Company managed by DLB must be
disclosed.

C. DISINTERESTED TRUSTEES

Within thirty (30) calendar days after the end of each calendar year, each
Disinterested Trustee shall submit a written statement to the Compliance
Director, that he or she has complied with the requirements of this Code of
Ethics applicable to Disinterested Trustees.

Disinterested Trustees need NOT file (a) an initial or annual holdings
report or (b) a quarterly transaction report except where the Disinterested
Trustee knew or, in the ordinary course of fulfilling his or her official
duties as a fund trustee, should have known that during the 15-day period
immediately before and after the Disinterested Trustee's transaction in a
Security such Security is or was purchased or sold by a fund in the DLB
Fund Group or a fund in the DLB Fund Group or its investment advisor
considered purchasing such Security.

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PART FOUR - COMPLIANCE DIRECTOR

ARTICLE I: COMPLIANCE DIRECTOR

The role of the Compliance Director is critical to the implementation and
maintenance of this Code.

A. APPOINTMENT

Each DLB entity's President shall designate a Compliance Director who shall
have the authority and responsibility to administer this Code as it applies
to the operations of that DLB entity and/or its Advisory Clients.

B. PREVENTION OF VIOLATIONS

The Compliance Director shall be, or shall become, familiar with investment
compliance practices and policies and shall report any material inadequacy
to the President and the Chief Legal Officer of David L. Babson Company
Incorporated.

The Compliance Director shall:

1. Furnish all Access Persons with a copy of this Code and periodically
inform them of their duties and obligations thereunder;

2. Obtain signed certifications from each Access Person stating that: (a)
such Access Person has received a copy of the Code; (b) has read it;
(c) understands it; and (d) is either in compliance with all of its
provisions or has disclosed in writing to the Compliance Director any
instance of actual or possible violation of the Code;

3. Conduct periodic educational programs to explain the terms of this Code
and applicable securities laws, regulations and cases;

4. Answer questions regarding this Code, and keep abreast of changes in
applicable laws and regulations;

5. Interpret this Code consistent with the objectives of applicable laws,
regulations and industry practices;

6. Consistent with this Code and applicable SEC rules, promptly review,
and in writing either approve or disapprove, each request of DLB
Associates for clearance to trade in specified Securities for or on
behalf of DLB, one or more Advisory Clients, or for their personal
account;

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7. Conduct audits, inspections and investigations as necessary or
appropriate to prevent or detect possible violations of this Code.
Report, with his or her recommendations, any apparent and material
violations of this Code to the President and the Chief Legal Officer of
DLB. Report, where appropriate, to the directors of DLB, or any
Committee appointed by them to deal with such information;

8. Develop and maintain one or more Restricted Lists.

9. Determine whether particular Securities transactions qualify for the De
Minimis S&P 500 Exception from preclearance as set forth in PART THREE,
Article III(A)(2)(g) De Minimis S&P 500 Exception.

10. Grant exceptions or exemptions on a transaction, an individual or a
class basis, to any of the provisions of PART III, Article III:
Preclearance, Duplicate Confirmations and Reporting Procedures
applicable to DLB Associates and Disinterested Trustees, provided that
such exceptions or exemptions are consistent with the spirit of the
principles on which this Code is premised.

11. Periodic reviews of all personal Securities transactions effected by
Access Persons, the scope and frequency of such review to be determined
by the Compliance Director.

12. Oversee the manner of disposition of any profits required to be
disgorged in conformance with company guidelines.

13. Designate one or more persons to have the authority and responsibility
to act on behalf of the Compliance Director when necessary or
appropriate;

14. Maintain confidential information regarding personal Securities
transactions and holdings and only disclose such information to persons
with a clear need to know, including state and federal regulators when
required or deemed necessary or appropriate by the Compliance Director
in conformance with the provisions of the Code;

15. Develop policies and procedures designed to implement, maintain and
enforce this Code;

16. Resolve issues of whether information received by an officer, director
or employee of the DLB Organization constitutes Inside Information;

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17. Confirm that there are department supervisors implementing this Code;

18. Develop, implement, review, and revise specific firewall procedures
consistent with SEC rules and this Code; and

19. Review this Code on a regular basis and recommend to the President and
the DLB Board of Directors amendments, as are necessary or appropriate.

C. DETECTION OF VIOLATIONS

To prevent and detect Insider Trading, the Compliance Director shall:

1. Review the trading activity and Holdings reports filed by each Access
Person;

2. Review duplicate brokerage confirmations required of each Access
Person.

3. Review the trading activity of DLB and its Advisory Clients; and

4. Coordinate the review of such reports with other appropriate officers,
directors or employees of the DLB Organization.

D. REPORTS AND RECORDS

1. REPORTS

The Compliance Director shall:

(A) Prepare a quarterly report containing a description of any
material violation requiring significant remedial action during
the past quarter and any other significant information concerning
the application of this Code. The Compliance Director shall submit
the report to DLB's President, Chief Legal Officer and the Board
of Trustees of each mutual fund potentially affected.

(B) Prepare written reports at least annually summarizing any
exceptions or exemptions concerning personal investing made during
the past year; listing any violations requiring significant
remedial action; identifying any recommended changes to the Code
or the procedures thereunder. The report should include any
violations that are material, any sanctions imposed to such
material violations and report any significant conflicts of
interest that arose involving the personal investment policies of
the organization, even if the conflicts have not resulted in a
violation of the Code. The Compliance Director shall submit the
Report to DLB's President, DLB's Chief Legal Officer, the Board of
Directors of DLB and the Board of Trustees of each mutual fund.
The report to the Board of Trustees shall certify that DLB and the
DLB Fund Group have adopted procedures reasonably necessary to
prevent Access Persons from violating the Code.

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More frequent reports may be appropriate in certain circumstances,
such as when there have been significant violations of a code or
procedures, or significant conflicts of interest arising under the
code or procedures.

2. RECORDS

The Compliance Director shall maintain or cause to be maintained, the
following records:

(A) A copy of this Code or any other Code of Ethics which has been in
effect during the most recent 5-year period;

(B) A record of any violation of any such Code and of any action taken
as a result of such violation in the 5-year period following the
end of the fiscal year in which the violation took place;

(C) A copy of each report made by the Compliance Director for a period
of 5 years from the end of the fiscal year of DLB and of the DLB
Fund Group, as applicable, in which such report is made or issued;

(D) A list of all persons currently or within the most recent 5-year
period who are or were required to make reports pursuant to this,
or a predecessor Code, or who are or were responsible for
reviewing these reports; along with a copy of all Initial Holdings
Reports, Quarterly Reports, Annual Reports, Preclearance Forms and
Duplicate Confirmations filed during that same period;

(E) An up-to-date list of all Access Persons, Investment Persons and
Portfolio Managers with an appropriate description of their title
or employment; and

(F) A record of the approval of, and rationale supporting, the
acquisition of Securities in IPO's and private placements for at
least five years after the end of the fiscal year in which the
approval is granted.

The aforementioned records shall be maintained in an easily accessible
place for the time period required by applicable SEC rules.

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PART FIVE - GENERAL INFORMATION

ARTICLE I: NO DLB LIABILITY FOR LOSSES

DLB and/or its Advisory Clients shall not be liable for any losses incurred or
profits avoided by any DLB Associate resulting from the implementation or
enforcement of this Code. DLB Associates should understand that their ability to
buy and sell Securities is limited by this Code and that trading activity by DLB
and/or its Advisory Clients may affect the timing of when an Access Person can
buy or sell a particular Security.

ARTICLE II: REPORTING VIOLATIONS

Any DLB Associate who knows or has reason to believe that this Code has been or
may be violated shall bring such actual or potential violation to the immediate
attention of the Compliance Director.

ARTICLE III: PENALTIES FOR VIOLATIONS

Individuals who trade on or inappropriately communicate Inside Information are
not only violating this Code but are also involved in unlawful conduct.
Penalties for trading on or communicating Inside Information can be severe, both
for the individuals involved in such unlawful conduct and their employers. A
person can be subject to penalties even if they do not personally benefit from
the violation. Penalties may include civil injunctions, payment of profits made
or losses avoided ("disgorgement"), jail sentences, fines for the person
committing the violation of up to three times the profit gained or loss avoided,
and fines for the employer or other controlling person of up to the greater of
$1,000,000 or three times the amount of the profit gained or loss avoided.

In addition, any violation of this Code shall be subject to the imposition of
such sanctions by DLB as may be deemed appropriate under the circumstances to
achieve the purposes of applicable SEC rules and this Code. Such sanctions could
include, without limitation, bans on personal trading, reductions in salary
increases, the forfeiture of incentive compensation benefits, disgorgement of
trading profits, transfer to another position at DLB, suspension of employment
and termination of employment. Sanctions for violation of this Code by a
Disinterested Trustee of The DLB Fund Group shall be determined by a majority
vote of the fund's other Disinterested Trustees.

ARTICLE IV: AMENDMENTS

This Code may not be amended as to any entity that adopts it except in a
written form approved by a vote of such entity's Board of Trustees/Directors.

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ARTICLE V: DEFINITIONS

ACCESS As defined in Part Three, Article II: Specific
PERSONS Policies for Access Persons, Investment Persons and
Portfolio Mangers.

ADVISORY means any person who has an investment advisory
CLIENT services agreement with DLB.

ASSOCIATES As defined in Part One - Introduction

BEING A Security is deemed as "Being Considered for
CONSIDERED FOR Purchase or Sale" when a recommendation to purchase
PURCHASE OR SALE or sell such Security has been made and communicated
to a portfolio manager, and, with respect to the
person making the recommendation, when such person
seriously considers making such a recommendation.

BENEFICIAL means any interest by which: (a) an Access Person
INTEREST OR exercises direct or indirect control over the
CONTROL purchase, sale or other disposition of a Security; or
(b) an Access Person or any member of his or her
Immediate Family can directly or indirectly derive a
monetary/financial interest from the purchase, sale,
disposition or ownership of a Security.

Examples of indirect monetary/financial interests
include: (a) interests in partnerships and trusts
that hold Securities but does not include Securities
held by a blind trust or by a Trust established to
fund employee retirement benefit plans such as 401(k)
plans; (b) a performance-related fee received by the
Access Person for providing investment advisory
services; and (c) a person's rights to acquire
Securities through the exercise or conversion of any
derivative instrument.

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CLOSED-END INVESTMENT means a mutual fund with a set number of shares
COMPANY issued and distributed to investors in a public
offering, identical to the way corporate Securities
reach public hands. A Closed-End Investment Company's
capitalization is basically fixed (unless an
additional public offering is made). After the public
offering stock is distributed, anyone who wants to
buy or sell shares does so in the secondary market
(either on an exchange or over the counter). Also,
see definition of Open-End Investment Company.

COMPLIANCE DIRECTOR means the person designated by each DLB entity's
President to be principally responsible for the
prevention and detection of violations of this Code
and related laws and regulations.

DISINTERESTED means a Trustee of The DLB Fund Group who is not an
TRUSTEE "interested person" of DLB within the meaning of
Section 2(a)(19) of the Investment Company Act of
1940.

DLB ORGANIZATION means David L. Babson and Company Incorporated, the
DLB Funds and all persons controlled by, controlling
or under common control except to the extent that any
such person has adopted policies and procedures to
detect and prevent insider trading that are
substantially similar to this Code.

IMMEDIATE FAMILY means related by blood or marriage AND living in the
same household includes: any child, stepchild,
grandchild, parent, stepparent, grandparent, spouse,
"significant other", sibling, mother-, father-, son-,
daughter-, brother or sister-in-law, and any adoptive
relationships. The Compliance Director, after
reviewing all the pertinent facts and circumstances,
may determine that an indirect Beneficial Interest in
Securities held by members of the Access Person's
Immediate Family does not exist.

INSIDER means, in most cases, employees, officers and
directors of a company. In addition, a person may
become a "temporary insider" if he or she enters into
a special confidential relationship in the conduct of
another company's affairs and as a result is given
access to information solely for DLB and/or its
Advisory Client's purposes. A temporary insider could
include a company's attorneys, accountants, bank
lending officers and printers. A DLB Associate, such
as a securities analyst, may become a temporary
insider of another company if the other company
expects such person to keep the disclosed non-public
information confidential and the relationship at
least implies such a duty.

INSIDE INFORMATION means Material Information that is Non-Public
Information.

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INSIDER TRADING means trading in Securities (whether or not one is an
"Insider") while having Inside Information, or to
communicating Inside Information to others. While the
law concerning insider trading is not static, it is
generally understood to prohibit:

1. trading by an Insider, while in possession of
Inside Information; or

2. trading by a non-insider, while in possession of
Inside Information, where the information either was
disclosed to the non-insider in violation of an
Insider's duty to keep it confidential or was
misappropriated; or

3. communicating Inside Information to others by
either an Insider or a non-insider prohibited from
trading by Part II of this Code.

INVESTMENT CLUB means a group of people who pool their assets in
order to make joint decisions (typically a vote) on
which Securities to buy, hold or sell.

INVESTMENT PERSON means any Access Person who provides information
and/or advice to Portfolio Managers or who helps
execute a Portfolio Manager's decisions (e.g.,
traders, analysts).

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MATERIAL INFORMATION means information for which there is a substantial
likelihood that a reasonable investor would consider
it important in making an investment decision, or
information that is reasonably certain to have a
significant effect on the price of a company's
Securities. Information that officers, directors and
employees should consider material includes, but is
not limited to: dividend changes, earnings estimates,
changes in previously released earnings estimates,
merger, acquisition or divestiture proposals or
agreements, information relating to a tender offer,
major litigation, liquidity problems, significant
management developments, expansion or curtailment of
operations, significant increases or decreases in
purchase orders, new products or discoveries, adverse
test results of new products, extraordinary
borrowing, purchase or sale of substantial assets,
and capital restructuring (including issue of rights,
warrants or convertible securities).

Material Information does not have to relate to a
company's business. For example, information about
the contents of a forthcoming newspaper column that
may be expected to affect the market price of a
Security can be considered material information.

NO SIMPLE TEST EXISTS TO DETERMINE WHEN INFORMATION
IS MATERIAL. FOR THIS REASON, YOU SHOULD DIRECT ANY
QUESTIONS WHATEVER ABOUT WHETHER INFORMATION IS
MATERIAL TO THE COMPLIANCE DIRECTOR.

NON-PUBLIC INFORMATION means information that has not been effectively
communicated to the market place. In order for
information to be considered "public", one must be
able to point to some fact to show that the
information is generally available to the public and
the securities markets have had a reasonable time to
respond. For example, the following information would
be considered public information: (a) information
found in a public filing with the SEC or a stock
exchange; (b) information disseminated by the issuer
or securities analysts to the investment community
through written reports or public meetings; or (c)
information appearing in Bloomberg, Dow Jones News
Service, Reuters Economic Services, The Wall Street
Journal or other publications of general circulation.

Information has not been effectively communicated to
the public if there has been: (a) selective
disclosure to DLB or other institutional investors or
to select groups of analysts or brokers; (b) partial
disclosure as long as a material component of the
Inside Information remains undisclosed; or (c)
insufficient time for a relevant securities market(s)
to trade on the information.

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OPEN-END INVESTMENT means a mutual fund that issues its shares in
COMPANY open-ended offerings. New shares are continuously
created as investors buy them. Investors who want to
sell shares sell them back to the company (which
redeems them) rather than to another investor. The
capitalization of such a mutual fund is open-ended;
as more investors buy mutual fund shares, the fund's
capital expands. By the same token when investors
liquidate their holdings, the fund's capital shrinks.
Also, see definition of Closed-End Investment
Company.

PORTFOLIO MANAGER means an Investment Person who has the direct
responsibility and authority to make investment
decisions affecting a particular DLB and/or Advisory
Client's account or portfolio.

RESTRICTED LIST means a list(s) maintained by a DLB entity that
includes the names of the Securities of which are
being actively traded, Being Considered for Purchase
or Sale by DLB and/or its Advisory Clients or, when
appropriate, its subadvisers, and the names of any
issuer about whom DLB has Inside Information or on
whose board of directors DLB Associates serve. An
issuer, or Security, as applicable, will be removed
from the Restricted List when what had been Inside
Information becomes available to the public, when the
interlocking directorate no longer exists or when
what had been a Security Being Considered for
Purchase or Sale is no longer under such
consideration. Each analyst and trader is responsible
for ensuring that all issuers with whom they have
worked are properly reflected in the Restricted List
in accordance with provisions of this Code.

The content of the Restricted List is confidential
and will be distributed only to those that have a
need to know the identity of the issuers in the
context of performing their job responsibilities;

SECURITY means any stock or transferable share; note, bond,
debenture or other evidence of indebtedness,
investment contract, any warrant or option to acquire
or sell a Security, any financial futures contract,
put, call, straddle, option, or any interest in any
group or index of Securities, or in general, any
interest or instrument commonly known as a
"Security."

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SECURITY HELD means any Security which, within the most recent 15
OR TO BE days, (i) is or has been held by DLB and/or an
ACQUIRED Advisory Client or (ii) is being or has been
considered by DLB for itself and/or its Advisory
Clients. This includes any option on a Security that
is convertible into or exchangeable for, any Security
that is held or to be acquired. The Compliance
Director may amend this definition to the extent
necessary to comply with Rule 17j-1 of the Investment
Company Act of 1940.

SUB-ADVISER means an investment adviser that has entered into an
investment sub-advisory contract with DLB to provide
investment advisory services to a portfolio or fund
for which DLB is the ultimate investment adviser.

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