DLB FUND GROUP
DEFS14A, 2000-05-08
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                                  SCHEDULE 14A
                     Information Required in Proxy Statement

                            Schedule 14A Information

      Proxy Statement Pursuant to Section 14(a) of the Securities Exchange
                                   Act of 1934
                               (Amendment No.___)

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ]  Preliminary Proxy Statement
[ ]  Confidential, for Use of the Commission Only (as permitted by Rule
     14a-6(e)(2))
[X]  Definitive Proxy Statement
[ ]  Definitive Additional Materials
[ ]  Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12


                               THE DLB FUND GROUP
                               ------------------
                (Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
     (Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

       1) Title of each class of securities to which transaction applies:

       -------------------------------------------------------------------------
       2) Aggregate number of securities to which transaction applies:

       -------------------------------------------------------------------------
       3) Per unit price or other underlying value of transaction computed
          pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
          filing fee is calculated and state how it was determined):

       -------------------------------------------------------------------------
       4) Proposed maximum aggregate value of transaction:

       -------------------------------------------------------------------------
       5) Total fee paid:
       -------------------------------------------------------------------------

[ ] Fee paid previously with preliminary materials.
<PAGE>

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.

       1)  Amount previously paid:

       -------------------------------------------------------------------------
       2)  Form, Schedule or Registration Statement No.:

       -------------------------------------------------------------------------
       3)  Filing Party:

       -------------------------------------------------------------------------
       4)  Date Filed:

       -------------------------------------------------------------------------
<PAGE>

                                    NOTICE OF

                         SPECIAL MEETING OF SHAREHOLDERS

                             TO BE HELD JUNE 5, 2000

                                       AND

                                 PROXY STATEMENT

                                       FOR

                               THE DLB FUND GROUP



   YOUR VOTE IS IMPORTANT. PLEASE DATE, COMPLETE, AND SIGN THE ENCLOSED PROXY
INSTRUCTION FORM(S) AND MAIL THEM IN THE ENCLOSED RETURN ENVELOPE WHICH REQUIRES
                   NO POSTAGE IF MAILED IN THE UNITED STATES.

<PAGE>


DLB Global Small Capitalization Fund
DLB Stewart Ivory International Fund
DLB Stewart Ivory Emerging Markets Fund
(collectively, the "Funds")
One Memorial Drive
Cambridge, Massachusetts 02142

To The Shareholders:

The attached proxy statement discusses a proposal related to the change in
control of Babson-Stewart Ivory International ("BSII"), a general partnership
established in 1987, that serves as the investment sub-adviser for the
international component of the DLB Global Small Capitalization Fund's portfolio
and the investment portfolios of the DLB Stewart Ivory International Fund and
the DLB Stewart Ivory Emerging Markets Fund. As more fully explained in the
attached Proxy Statement, because of a recent transaction involving the
ownership of Stewart Ivory (Holdings) Limited, the owner of Stewart Ivory &
Company (International) Limited, one of BSII's general partners, the original
investment sub-advisory agreements between BSII and David L. Babson & Company
Inc. ("Babson"), regarding these Funds may be deemed to have terminated
automatically, as a matter of law, on March 20, 2000.

Since March 20, 2000, BSII has been providing investment advisory services to
the Funds under interim sub-advisory agreements that were approved by the Board
of Trustees of The DLB Fund Group. However, in order for the Funds to continue
to receive investment advisory services from BSII, it is necessary that new
sub-advisory agreements be approved by shareholders of each of the Funds. The
proposed new investment sub-advisory agreements that you are being asked to
approve are identical in all substantive respects to the original agreements,
differing only in their effective and termination dates. Your approval of the
new investment sub-advisory agreements will in no way increase the advisory
fees, sub-advisory fees or expenses of the Funds, or change the level, nature or
quality of services you receive.

We look forward to receiving your vote in favor of the proposal to approve the
new investment sub-advisory agreements. Thank you for your support of the Funds.

Sincerely,


Frank L. Tarantino
President
<PAGE>


                               THE DLB FUND GROUP
                    NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To the Shareholders of:

DLB Global Small Capitalization Fund
DLB Stewart Ivory International Fund
DLB Stewart Ivory Emerging Markets Fund

Please take notice that a Special Meeting of Shareholders of the DLB Global
Small Capitalization Fund, the DLB Stewart Ivory International Fund and the DLB
Stewart Ivory Emerging Markets Fund (collectively, the "Funds") has been called
to be held at the principal offices of The DLB Fund Group, located at One
Memorial Drive, Cambridge, Massachusetts 02142, on Monday, June 5, 2000, at
11:00 a.m. Eastern Time, for the following purposes:

(1)      to approve a new investment sub-advisory agreement with respect to each
         Fund between Babson-Stewart Ivory International and David L. Babson &
         Company Inc., and

(2)      to transact such other business as may properly come before the meeting
         or any adjournment or adjournments thereof.

Holders of record of the shares of the Funds at the close of business on April
7, 2000 are entitled to vote at the meeting or any adjournment thereof.

You are cordially invited to attend the Meeting. If you do not expect to attend,
you are requested to complete, date and sign the enclosed proxy instruction
form(s) and return it promptly in the envelope provided for that purpose. The
enclosed proxy is being solicited on behalf of the Board of Trustees.

YOUR VOTE IS IMPORTANT. IN ORDER TO AVOID THE UNNECESSARY EXPENSE OF FURTHER
SOLICITATION, WE URGE YOU TO INDICATE VOTING INSTRUCTIONS ON THE ENCLOSED PROXY,
DATE AND SIGN IT, AND RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED, NO MATTER HOW
LARGE OR SMALL YOUR HOLDINGS MAY BE. You may revoke it at any time prior to its
use. Therefore, by appearing at the meeting, and requesting revocation prior to
the voting, you may revoke the proxy and you can then vote in person.


                                              By order of the Board of Trustees


                                              John E. Deitelbaum
                                              Clerk

Cambridge, Massachusetts
May 8, 2000
<PAGE>

                               THE DLB FUND GROUP
                               ONE MEMORIAL DRIVE
                            CAMBRIDGE, MA 02142-1300

                                 PROXY STATEMENT
                                       FOR
                         SPECIAL MEETING OF SHAREHOLDERS
                                       OF
                      DLB GLOBAL SMALL CAPITALIZATION FUND
                      DLB STEWART IVORY INTERNATIONAL FUND
                     DLB STEWART IVORY EMERGING MARKETS FUND
                             TO BE HELD JUNE 5, 2000
                             11:00 A.M. EASTERN TIME

         This proxy statement is being furnished to the shareholders of the DLB
Global Small Capitalization Fund (the "Global Small Cap Fund"), the DLB Stewart
Ivory International Fund (the "International Fund"), and the DLB Stewart Ivory
Emerging Markets Fund (the "Emerging Markets Fund"), each a series of The DLB
Fund Group (the "Trust"), in connection with the solicitation of proxies by the
Trust's Board of Trustees to be used at a Special Meeting of Shareholders to be
held on June 5, 2000, at 11:00 a.m. Eastern Time, at the principal offices of
the Trust located at One Memorial Drive, Cambridge, Massachusetts 02142. This
proxy statement and the accompanying letter to shareholders from the President
of the Trust, Notice of Special Meeting of Shareholders and proxy instruction
forms are being mailed on or about May 8, 2000 to shareholders of record on the
record date (April 7, 2000). The costs of the Special Meeting, including the
solicitation of proxies, will be borne by Babson-Stewart Ivory International
("BSII"). None of the expenses relating to the Special Meeting will be borne by
the Trust.

         The purpose of the Special Meeting is to ask the shareholders of each
of the Global Small Cap Fund, the International Fund and the Emerging Markets
Fund (collectively, the "Funds") to approve a new investment sub-advisory
agreement with respect to each Fund between David L. Babson & Company Inc.
("Babson"), the Funds' investment manager, and BSII, the Fund's investment
sub-adviser (collectively, the "New Sub-Advisory Agreements").


         The enclosed proxy, if properly executed and returned, will be voted
(or counted as an abstention) in accordance with the choices specified therein
and will be included in determining whether there is a quorum to conduct the
meeting. In the event a quorum is not present at the meeting or in the event
that a quorum is present but sufficient votes to approve the proposed item are
not received, the persons named as proxies may propose one or more adjournments
of the meeting to permit further solicitation of proxies. Any such adjournment
will require the affirmative vote of a majority of those shares represented at
the meeting in person or by proxy. The persons named as proxies will vote those
proxies that they are entitled to vote FOR any such proposal, in favor of such
an adjournment, and will vote those proxies required to be voted AGAINST any
such proposal, against any such adjournment. If a shareholder executes and
returns a proxy but fails to indicate how the votes should be cast, the proxy
will be voted in favor of approval of the New Sub-Advisory Agreement between
Babson and BSII. The proxy may be revoked at any time prior to voting by (1)
writing to the Clerk of the Trust at One Memorial Drive, Cambridge,
Massachusetts 02142; (2) attending the meeting and voting in person; or (3)
signing and returning a new proxy (if returned and received in time to be
voted).

           VOTE REQUIRED: As required by the Investment Company Act of 1940 (the
"1940 Act"), each Fund's shareholders vote separately to approve the New
Sub-Advisory Agreement that relates to that Fund. The New Sub-Advisory
Agreements cannot be implemented unless approved at the Special

                                       1
<PAGE>

Meeting by a majority of the outstanding voting securities of each Fund. Such a
majority means the affirmative vote of the holders of (a) 67% or more of the
shares of the Fund present in person or by proxy at the Meeting, if the holders
of more than 50% of the outstanding shares are so present, or (b) more than 50%
or the outstanding shares of the Fund, whichever is less.

         Votes cast by proxy or in person at the Special Meeting will be counted
by persons appointed by the Trust to act as election inspectors for the Special
Meeting. The election inspectors will count the total number of votes cast "for"
approval of the proposal for purposes of determining whether sufficient
affirmative votes have been cast. With respect to Proposal 1, an abstention from
voting has the same effect as a vote cast "against" on the outcome of the vote
or Proposal.

         SHARES OUTSTANDING ENTITLED TO VOTE: To be entitled to notice of and to
vote at the Special Meeting, a shareholder must have owned shares of the Global
Small Cap Fund, the International Fund, or the Emerging Markets Fund as of the
close of business on APRIL 7, 2000, the record date for voting at the Special
Meeting. As of April 7, 2000, there were 9,706,011.249 votes eligible to be cast
at this Special Meeting, which are attributable to each Fund as follows:

DLB Global Small Capitalization Fund:                         1,456,354.929
DLB Stewart Ivory International Fund:                         5,691,921.739
DLB Stewart Ivory Emerging Markets Fund:                      2,557,734.581

On the record date, the officers and Trustees of the Trust as a group
beneficially owned less than 1% of the shares of each Fund. As of the Record
Date, the following entities were known to own of record 5% or more of the
outstanding shares of the specified Fund:

GLOBAL SMALL CAP FUND
- ---------------------

Shareholder Name and Address              Shares Owned          Percentage Owned

Massachusetts Mutual Life                 1,205,956.255              91.04%
Insurance Company
1295 State Street
Springfield, MA 01111

EMERGING MARKETS FUND
- ---------------------

Shareholder Name and Address              Shares Owned          Percentage Owned

Massachusetts Mutual Life                 2,500,000.000              97.74%
Insurance Company
1295 State Street
Springfield, MA 01111

INTERNATIONAL FUND
- ------------------

Shareholder Name and Address              Shares Owned          Percentage Owned

Virginia Power Collectively Bargained     1,324,566.415              23.27%
VEBA Trust
P.O. Box 26532
Richmond, VA 23241

                                       2
<PAGE>

Herbert & Grace Dow                       1,033,346.229              18.15%
1018 West Main Street
Midland, MI 48640

Plymouth County Retirement Plan             825,666.650              14.51%
South Russell Street
Plymouth, MA 02380

Dominion Resources, Inc.                    816,513.205              14.35%
Salaried Employee Insurance VEBA Trust
P.O. Box 26532
Richmond, VA 23251

Butler University                           677,695.473              11.91%
4800 Sunset Avenue
Indianapolis, IN 46208

Horizon Hospital                            520,851.995               9.15%
263 Arlington Drive
Greenville, PA 16125

         Shares may be voted in person or by proxy. Each whole share shall be
entitled to one vote as to any matter on which it is entitled to vote and each
fractional share shall be entitled to a proportionate fractional vote. A proxy
with respect to shares held in the name of two or more persons shall be valid if
executed by any one of them unless at or prior to exercise of the proxy the
Trust receives a specific written notice to the contrary from any one of them.

         REPORT TO SHAREHOLDERS: A copy of the Global Small Cap Fund's Annual
Report for the 10-month period ended October 31, 1999 has been sent previously
to the Fund's shareholders and is available without charge upon request and may
be obtained by calling 1-888-722-2766 or by writing the Trust at the address
above. No Annual Report is available for the International Fund or the Emerging
Markets Fund, both of which did not commence operations until November 1, 1999.


                                       3
<PAGE>

                                  PROPOSAL (1)

                TO APPROVE THE FUNDS' NEW INVESTMENT SUB-ADVISORY
                              AGREEMENTS WITH BSII

         The Trustees of the Trust are proposing that shareholders of each Fund
approve the New Sub-Advisory Agreements between Babson and BSII, which would
become effective immediately following shareholder approval. The proposed New
Sub-Advisory Agreements are identical in all substantive respects to the
Original Sub-Advisory Agreements (defined below), differing only in their
effective and termination dates.

         BACKGROUND: Each Fund has entered into an investment management
agreement with Babson, the principal business address of which is One Memorial
Drive, Cambridge, Massachusetts 02142. Babson had entered into an investment
sub-advisory agreement with BSII with respect to each of the Funds (the
"Original Sub-Advisory Agreements").

         DESCRIPTION OF BSII: BSII, a registered investment adviser with over $1
billion of assets under management, is a Massachusetts general partnership whose
principal place of business is One Memorial Drive, Cambridge, Massachusetts
02142. Babson and Stewart Ivory and Company (International) Limited ("Stewart
Ivory International") are the two general partners of BSII.

         Babson is an indirect, majority owned subsidiary of Massachusetts
Mutual Life Insurance Company ("MassMutual"). Specifically, Babson 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 the Global Small Cap Fund and the Emerging Markets Fund and therefore is
deemed to "control" each such Fund within the meaning of the 1940 Act.

         As of March 20, 2000, Stewart Ivory International became an indirect,
wholly owned subsidiary of Colonial Limited. Specifically, Stewart Ivory
International is a wholly owned subsidiary of Stewart Ivory & Company Limited
("Stewart Ivory"), which in turn, is a wholly owned subsidiary of Stewart Ivory
(Holdings) Limited ("Stewart Ivory Holdings"). Stewart Ivory Holdings is a
wholly owned subsidiary of Colonial First State (UK) Holdings Limited, a wholly
owned subsidiary of Colonial International Holdings Pty Limited, a holding
company and wholly owned subsidiary of Colonial Holding Company (No.2) Limited,
which, in turn, is a holding company and wholly owned subsidiary of Colonial
Holding Company Pty Limited, a wholly owned subsidiary of Colonial Limited.
Colonial Limited is a global financial services firm headquartered in Australia.
Additional information regarding the Transaction and Colonial Limited is set
forth below.

         BSII is managed by its general partners, acting through their
designated Managing Directors. The names and principal occupations of BSII's
Managing Directors are as follows:

MANAGING DIRECTOR          PRINCIPAL OCCUPATION
- -----------------          --------------------

Kevin M. McClintock        Director and Executive Vice President of Babson;
                           Trustee of the Trust


                                       4
<PAGE>

Stephen B. O'Brien         Executive Vice President of Babson


John G. L. Wright          Director of Stewart Ivory International; Director of
                           Stewart Ivory, the parent of Stewart Ivory
                           International

James W. Burns             Director of Stewart Ivory International; Director of
                           Stewart Ivory, the parent of Stewart Ivory
                           International

         The address for Messrs. McClintock and O'Brien is One Memorial Drive,
Cambridge, Massachusetts 02142. The address for Messrs. Wright and Burns is 45
Charlotte Square, Edinburgh, Scotland EH2 4HW.

         Prior to the closing of the Transaction (as defined below in
"Description of the Transaction and the Colonial Group"), the employees,
officers and directors of Stewart Ivory beneficially owned in excess of 78
percent of the outstanding share capital of Stewart Ivory Holdings. In addition,
two of the Managing Directors of BSII listed above owned shares of Stewart Ivory
Holdings prior to the closing of the Transaction and, thus, received a portion
of the purchase price. Prior to the closing, Mr. Wright beneficially owned more
than five percent of the outstanding share capital of Stewart Ivory Holdings,
and Mr. Burns beneficially owned more than one percent but less than five
percent of the outstanding share capital of Stewart Ivory Holdings.

         In addition to serving as the investment sub-adviser to the Funds, BSII
also serves as the investment sub-adviser to the Babson-Stewart Ivory
International Fund, a registered investment company that has investment
objectives similar to those of the International Fund. Information regarding the
investment sub-advisory fees payable to BSII for serving as the investment
sub-adviser of the Babson-Stewart Ivory International Fund, as well as the
approximate net assets of that fund as of its most recent fiscal year end, is
set forth below.

<TABLE><CAPTION>
                           Approximate Net Asset Value
 Name of Fund              As of June 30, 1999           Investment Sub-Advisory Fees
 ------------              -------------------           ----------------------------
<S>                         <C>                          <C>
Babson-Stewart Ivory        $88,783,000                  0.475%
International Fund
</TABLE>

         DESCRIPTION OF THE TRANSACTION AND THE COLONIAL GROUP: On March 20,
2000, the shareholders of Stewart Ivory Holdings sold all of the outstanding
voting securities of Stewart Ivory Holdings to Colonial First State (UK)
Holdings Limited ("Colonial First State") pursuant to a Recommended Offer dated
February 17, 2000 (the "Offer") by Colonial First State for all of the
outstanding share capital of Stewart Ivory Holdings (the "Transaction").
Pursuant to the terms of the Offer, Colonial First State paid a total purchase
price of approximately (pound)76.0 million (which was equal to approximately
$119.30 million at the currency exchange rate in effect as of March 20, 2000),
which consisted of an agreement to pay existing shareholders of Stewart Ivory
Holdings approximately (pound)47.2 million for 100 percent of the outstanding
share capital of Stewart Ivory Holdings, an agreement to pay up to (pound)23.3
million for continuing existing employees of Stewart Ivory Holdings over a
period of five years and up to (pound)5.5 million in reduced management fees to
a shareholder of Stewart Ivory Holdings which is also an investment trust
managed by a subsidiary of Stewart Ivory Holdings. The payment of a portion of
the purchase price to shareholders was deferred until January 2001 and is
contingent on the satisfaction of certain conditions.

          Colonial Limited, together with its subsidiaries, (collectively the
"Colonial Group"), is a diverse international financial services group with its
core business in life insurance, banking, superannuation and fund management.

          The Colonial Group operates in Australia, New Zealand, the United
Kingdom and the Fiji islands, as well as Asia. At June 30, 1999 total assets
held and under management were $75.8 billion (Australian).

          Colonial Limited has three major operating divisions:

     o    AUSTRALIAN FINANCIAL SERVICES -- a fully integrated insurance,
          superannuation and banking business consisting of one of Australia's
          largest life insurers and Colonial State Bank operations;

     o    INTERNATIONAL FINANCIAL SERVICES -- an international business
          operating across ten geographic markets offering a mix of life
          insurance, health insurance, retirement savings products and banking;
          and

     o    COLONIAL FIRST STATE INVESTMENTS -- an international fund management
          business with $47.6 billion (Australian) of funds under management as
          of June 30, 1999 and operations in Australia, New Zealand, Hong Kong
          and mainland China, the Philippines, Singapore and the UK. It manages
          funds on behalf of both wholesale and retail clients as well as
          managing the life insurance and superannuation assets of Colonial.

          SUBSEQUENT EVENTS: The Commonwealth Bank of Australia ("Commonwealth
Bank") and Colonial Limited, which is now the indirect parent of Stewart Ivory
International, one of the general partners of BSII, announced on March 10, 2000
their intention to merge. The merger (the "Merger") is conditional upon the
shareholders of Colonial Limited approving the Merger at a meeting to be held on
May 31 and upon the Supreme Court of Victoria approving the scheme of
arrangement in the first week of June. The new Commonwealth Bank shares are
expected to be issued to Colonial Limited shareholders and optionholders on or
after June 13. If the Merger is consummated, it will constitute an assignment of
the sub-advisory agreements then in effect between Babson and BSII with respect
to the Funds, which will result in the automatic termination of such agreements
pursuant to the 1940 Act. The Board of Trustees of the Trust is expected to meet
in May 2000 to consider the effects of the Merger and consider interim and new
sub-advisory agreements between Babson and BSII with respect to each Fund. If
approved by the Board of Trustees, such agreements will be presented to the
shareholders of each Fund at a future date.

          ORIGINAL SUB-ADVISORY AGREEMENTS: The Original Sub-Advisory Agreement
for the Global Small Cap Fund was approved by Babson as the sole initial
shareholder of the Fund on July 25, 1995. The Original Sub-Advisory Agreements
for the International Fund and the Emerging Markets Fund were approved by Babson
as the sole initial shareholder of the Funds on October 27, 1999. Each Original
Sub-Advisory Agreement, as required by the 1940 Act, provided for its automatic
termination in the event of its assignment. Any change in control of the
sub-adviser, BSII, would be deemed under the 1940 Act to result in an assignment
of the Original Sub-Advisory Agreements. BSII underwent such a change in control
as a result of the consummation on March 20, 2000 of the transaction (the
"Transaction") pursuant to which Colonial Limited, a diversified international
financial group headquartered in Australia, acquired, through its wholly owned,
indirect subsidiary, Colonial First State (UK) Holdings Limited, all of the
outstanding shares of Stewart Ivory Holdings, which, through Stewart Ivory, owns
all of the outstanding shares of Stewart Ivory International.

           The Transaction caused the automatic termination of the Original
Sub-Advisory Agreements, although BSII, as explained below, is continuing to
provide advisory services to the Funds pursuant to the interim investment
sub-advisory agreements between Babson and BSII with respect to the Funds.
Stewart Ivory has informed the Board that Stewart Ivory does not anticipate that
the Transaction will have any adverse effect on the performance by BSII of its
obligations as sub-adviser to the Funds.

           INTERIM SUB-ADVISORY AGREEMENTS: Ordinarily, shareholder approval
must be obtained before an advisory agreement takes effect. Rule 15a-4 under the
1940 Act, however, permits an investment adviser to a registered investment
company to serve temporarily under an interim contract that is approved by a
fund's board but that has not received shareholder approval, if the following
conditions are met:

(i)      the compensation under the interim contract may be no greater than
         under the previous contract;

                                       5
<PAGE>

(ii)     the fund's board of directors, including a majority of the
         disinterested directors, has voted in person to approve the interim
         contract before the previous contract is terminated;

(iii)    the fund's board of directors, including a majority of the
         disinterested directors, determines that the scope and quality of
         services to be provided to the fund under the interim contract will be
         at least equivalent to the scope and quality of services provided under
         the previous contract;

(iv)     the interim contract provides that the fund's board of directors or a
         majority of the fund's outstanding voting securities may terminate the
         contract at any time, without the payment of any penalty, on not more
         than 10 calendar days' written notice to the investment adviser;

(v)      the interim contract contains the same provisions as the previous
         contract with the exception of effective and termination dates,
         provisions required by Rule 15a-4 and other differences determined to
         be immaterial by the board of the fund; and

(vi)     the interim contract provides in accordance with the specific
         provisions of Rule 15a-4 for the establishment of an escrow account for
         fees received under the interim contract pending approval of a new
         contract by shareholders.

         At a Special Meeting of the Board of Trustees of the Trust held March
8, 2000, the Board of Trustees, including a majority of the independent
Trustees, approved the interim investment sub-advisory agreements between Babson
and BSII with respect to the Funds (collectively, the "Interim Sub-Advisory
Agreements"), pursuant to Rule 15a-4 after determining that (1) each of the
Interim Sub-Advisory Agreements provides for the same compensation payable to
BSII under the Original Sub-Advisory Agreements, (2) the Interim Sub-Advisory
Agreements contained all of the other provisions necessary to comply with Rule
15a-4 under the 1940 Act, including the escrowing of advisory fees pending
shareholder approval of the New Sub-Advisory Agreements and the ten-day notice
provision for termination, and (3) the scope and quality of services to be
provided to the Funds under the Interim Sub-Advisory Agreements would be at
least equivalent to the scope and quality provided under the Original
Sub-Advisory Agreements. The Interim Sub-Advisory Agreements became effective
immediately following the consummation of the Transaction, which took place on
March 20, 2000.

         NEW SUB-ADVISORY AGREEMENTS: In addition to approving the Interim
Sub-Advisory Agreements at the March 8, 2000 Special Meeting, the Board of
Trustees, including a majority of the independent Trustees, approved the form,
terms, and provisions of the New Investment Sub-Advisory Agreements by and
between Babson and BSII relating to the Global Small Cap Fund, the International
Fund, and the Emerging Markets Fund, to become effective immediately following
shareholder approval.

         The terms of the New Sub-Advisory Agreements, including fees payable to
BSII by Babson thereunder, are identical to those of the Original Sub-Advisory
Agreements, except for the dates of effectiveness and termination. There is no
change in the fees payable by any of the Funds. The terms of the New
Sub-Advisory Agreements are fully described below. If approved by Shareholders,
the New Sub-Advisory Agreements will expire on June 5, 2002. The New
Sub-Advisory Agreement for each Fund will continue in effect from year to year
thereafter if such continuance is approved by the Board or by a majority of the
outstanding voting securities (as previously defined) of the Fund, and, in
either event, by the vote cast in person of a majority of the independent
Trustees. In the event that Shareholders of a Fund do not approve the New
Sub-Advisory Agreement, the Interim Sub-Advisory Agreement will remain in effect
until August 17, 2000 and the Board will take such action, if any, as it deems
to be in the best interests of the Fund and its shareholders.

                                       6
<PAGE>
         In evaluating the New Sub-Advisory Agreement, the Board requested and
reviewed materials furnished by Babson and BSII. These materials included a
financial balance sheet of BSII and BSII's Form ADV, which contains information
regarding BSII and its personnel and advisory operations. Consideration was
given to comparative performance and cost information concerning other mutual
funds with similar investment objectives. The Board also reviewed and discussed
the terms and provisions of the New Sub-Advisory Agreements as they compare to
the Original Sub-Advisory Agreements. The Board also considered the expenses
incurred by the investment manager, Babson, in providing advisory services to
the Funds. The Board also discussed with a representative of Stewart Ivory the
anticipated effect that the Transaction would have on BSII and its provision of
services to the Funds.

         Stewart Ivory's representative informed the Board of the reasons why
Stewart Ivory believes the Transaction would be beneficial to Stewart Ivory and,
as a result, BSII, specifically noting that being part of a larger international
financial organization would strengthen Stewart Ivory's investment process
technology and distribution capabilities. Stewart Ivory also informed the Board
that Stewart Ivory presently anticipates that the BSII portfolio managers of the
Funds will continue in their present capacities and that BSII will be able to
continue to provide advisory and management services with no material changes in
operating conditions. Stewart Ivory noted that the Transaction's structure was
intended to provide strong incentives to key employees of Stewart Ivory to
remain with the firm after the Transaction.

         The Board considered: (1) the quality of the operations and services
which have been provided to the Funds by BSII and that are expected to continue
to be provided after the Transaction, with no change in fee rates; (2) the
overall experience and reputation of BSII in providing such services to the
Funds and other institutional investors; and (3) the benefits of continuity in
the services to be provided under the New Sub-Advisory Agreements. The Board did
not give greater weight to any one factor than to the other factors they
considered. Based upon its review, the Board concluded that the terms of the New
Sub-Advisory Agreements are reasonable, fair and in the best interests of the
Funds and their respective shareholders, and that the fees provided therein are
fair and reasonable in light of the usual and customary charges made by others
for services of the same nature and quality. Accordingly, the Board concluded
that continuing to retain BSII as sub-adviser to the Funds after the Transaction
is desirable and in the best interests of the Funds and their respective
shareholders. Based on these and other considerations, the Board unanimously
recommended approval of the New Sub-Advisory Agreements and their submission to
the shareholders for their approval. The New Sub-Advisory Agreements will become
effective immediately upon shareholder approval.

         DESCRIPTION OF THE NEW SUB-ADVISORY AGREEMENTS. Each of the New
Sub-Advisory Agreements provides that BSII will, at its expense and subject to
the control of the Trustees of the Trust, (1) furnish an investment program for
the respective Funds, make investment decisions on behalf of the Funds, and
place all orders for purchase and sale of portfolio securities; (2) furnish
office space and equipment, provide bookkeeping and clerical services (excluding
determination of net asset value, shareholder accounting services and fund
accounting services); and (3) in the performance of its duties, comply with the
provisions of the Agreement and Declaration of Trust (the "Declaration of
Trust") and By-laws of the Trust and the Fund's stated investment objective,
policies and restrictions.

         The New Sub-Advisory Agreements further provide that, in the absence of
willful misfeasance, bad faith, gross negligence, or reckless disregard of
obligations or duties thereunder on the part of BSII, BSII shall not be subject
to liability for any act or omission in the course of, or connected with,
rendering services thereunder. The New Sub-Advisory Agreements may be terminated
without penalty upon 60 days' written notice by any party to the Agreement. The
Funds may terminate the New Sub-Advisory Agreements either by the vote of a
majority of the outstanding voting securities of the Fund, or by a vote of the
Board. As stated above, each of the New Sub-Advisory Agreements automatically
terminates in

                                       7
<PAGE>

the event of its assignment. Each New Sub-Advisory Agreement for the
International Fund and the Emerging Markets Fund also provide that in the event
BSII ceases to be the investment sub-adviser of any such Fund, the right of that
Fund or the Trust to use the identifying name "Stewart Ivory" may be withdrawn.

         The terms of the New Sub-Advisory Agreements described in this section
are identical to the terms contained in the Original Sub-Advisory Agreements and
the Interim Sub-Advisory Agreements.

         There will be no change in investment sub-advisory fees under the New
Sub-Advisory Agreements. Babson will continue to pay for the sub-advisory
services of BSII at the same rates as the current agreements. The fee is
computed and paid monthly, based on the individual Fund's average daily net
asset value. Babson will continue to pay BSII a fee as compensation for BSII's
advisory services for each of the Funds at the following annual rates:

                  FUND                                          ANNUAL FEE
                  ----                                          ----------

                  Global Small Cap Fund                           0.50%
                  International Fund                              0.375%
                  Emerging Markets Fund                           0.875%

         This fee is paid within five (5) business days after the end of each
month. The investment sub-advisory fee paid by Babson to BSII with respect to
the Global Small Cap Fund for the 10-month period ended October 31, 1999 was
$61,637. The International Fund and the Emerging Markets Fund did not commence
operations until November 1, 1999. The fees paid to BSII under the Original
Sub-Advisory Agreements for the period from November 1, 1999 to March 20, 2000
totaled $302,648.31, allocated as follows:

         Global Small Cap                    $ 47,060.47
         International Fund                  $137,178.89
         Emerging Market Fund                $118,408.95

         The proposed New Sub-Advisory Agreements between Babson and BSII are
attached as Exhibits A, B and C. If any of the New Sub-Advisory Agreements are
not approved, the Board will meet and consider what further action must be
taken.

THE TRUSTEES RECOMMEND THAT THE SHAREHOLDERS VOTE TO APPROVE THE NEW INVESTMENT
SUB-ADVISORY AGREEMENTS.

       ADDITIONAL INFORMATION ABOUT THE TRUST - PRINCIPAL UNDERWRITER AND
                                  ADMINISTRATOR

          Babson Securities Corp., located at One Memorial Drive, Cambridge,
Massachusetts 02142, is the principal underwriter of the Funds. Investors Bank &
Trust Company, located at 200 Clarendon Street, Boston, Massachusetts 02116,
provides certain administrative services to the Funds, in addition to serving as
the Trust's custodian, transfer agent and dividend disbursing agent.

                                       8
<PAGE>
                          INTERESTS OF CERTAIN PERSONS

         BSII and certain of its officers, general partners and their respective
employees, including the Fund's portfolio managers, may be deemed to have an
interest in the Proposal described in this Proxy Statement to the extent that
failure to approve it may affect its and their compensation. Such companies and
persons may thus be deemed to derive benefits from the approval by shareholders
of such Proposal. See Proposal (1) on page 5 for information about interests of
certain managing directors of BSII and employees, officers and directors of
Stewart Ivory in the Transaction.

         Approval of the New Sub-Advisory Agreements will cause no change with
respect to the composition of the Board of the Trust or its investment adviser
or the selection of officers of the Trust or its investment adviser.

         BSII intends to rely on Section 15(f) of the 1940 Act, which provides a
non-exclusive safe harbor for an investment adviser to an investment company or
any of the investment adviser's affiliated persons (as defined in the 1940 Act)
to receive any amount or benefit in connection with a change in control of the
investment adviser so long as two conditions are met.

         First, an "unfair burden" must not be imposed on the investment company
as a result of such sale or any express or implied terms, conditions or
understandings applicable thereto. The term "unfair burden" is defined to
include any arrangement during the two-year period after the sale whereby the
investment adviser (or predecessor or successor advisers), or any interested
person of any such adviser, receives or is entitled to receive any compensation,
directly or indirectly, (i) from any person in connection with the purchase or
sale of securities or other property to, from, or on behalf of such company,
other than bona fide ordinary compensation as principal underwriter for such
company, or (ii) from the investment company or its security holders (other than
fees for bona fide investment advisory or other services). No such arrangements
are in effect or contemplated insofar as the Funds are concerned.

         The second condition is that during the three-year period immediately
following consummation of the transaction, at least 75% of the investment
company's board of directors must not be "interested persons" of the investment
adviser of such company or predecessor investment adviser within the meaning of
the 1940 Act. This condition is currently being met in that 75% of the Trust's
Board of Trustees are not "interested persons." Only one of the four Trustees is
an "interested person" of Babson.

                                 OTHER BUSINESS

         While the meeting has been called to act upon any other business that
may properly come before it, at the date of this Proxy Statement the only
business which management intends to present or knows that others will present
is the business set forth in the Notice of Special Meeting. If other matters
lawfully come before the meeting, and on all procedural matters at said meeting,
it is the intention that the proxies that do not include specific restrictions
to the contrary shall be voted in accordance with the best judgment of the
persons named as attorneys-in-fact in the proxy.

                              SHAREHOLDER PROPOSALS

         The Trust is not required to hold and will not ordinarily hold annual
shareholders' meetings. The Board of Trustees may call special meetings of the
shareholders for action by shareholder vote as required by the 1940 Act or the
Trust's Declaration of Trust. Pursuant to rules adopted by the Securities and
Exchange Commission, a shareholder may include in proxy statements relating to
annual and other meetings of the shareholders of the Trust certain proposals for
shareholder action which he or she intends

                                       9
<PAGE>

to introduce at such special meetings, provided, among other things, that such
proposal is received by the Trust a reasonable time before a solicitation of
proxies is made for such meeting. Timely submission of a proposal does not
necessarily mean that the proposal will be included.

ALL SHAREHOLDERS ARE URGED TO MARK, DATE, SIGN AND RETURN THE PROXY INSTRUCTION
FORM(S) IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE
UNITED STATES.


By Order of the Board of Trustees


John E. Deitelbaum
Clerk

Cambridge, Massachusetts
May 8, 2000









                                       10
<PAGE>

                                    EXHIBIT A



                    THE DLB GLOBAL SMALL CAPITALIZATION FUND

                             SUB-ADVISORY AGREEMENT


         Sub-Advisory Agreement executed as of _______________, 2000 between
DAVID L. BABSON & COMPANY INC. (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

                                      -1-
<PAGE>

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
terms of either that particular transaction or the Sub-Adviser's overall
responsibilities with respect to the Fund and to other clients of the
Sub-Adviser as to which the Sub-Adviser exercises investment discretion.

         (c) The Sub-Adviser shall not be obligated under this Agreement to pay
any expenses of or for the Trust or of or for the Fund not expressly assumed by
the Sub-Adviser pursuant to this Section 1 other than as provided in Section 3.

2.       OTHER AGREEMENTS, ETC.

         It is understood that any of the shareholders, Trustees, officers and
employees of the Trust may be a partner, shareholder, director, officer or
employee of, or be otherwise interested in, the Sub-Adviser, and in any person
controlling, controlled by or under common control with the Sub-Adviser, and
that the Sub-Adviser and any person controlling, controlled by or under common
control with the Sub-Adviser may have an interest in the Trust. It is also
understood that the Sub-Adviser and persons controlling, controlled by or under
common control with the Sub-Adviser have and may have advisory, management
service, distribution or other contracts with other organizations and persons,
and may have other interests and businesses; provided, however, that without the
prior consent of the Manager, neither the Sub-Adviser nor any of its affiliates
shall undertake to act as investment adviser or subadviser for any U.S.
registered investment company that has substantially similar investment policies
to the Fund.

3.       COMPENSATION TO BE PAID BY THE MANAGER TO THE SUB-ADVISER.

         The Manager will pay to the Sub-Adviser as compensation for the
Sub-Adviser's services rendered, for the facilities furnished and for the
expenses borne by the Sub-Adviser pursuant to Section 1, a fee, computed and
paid monthly at the annual rate of 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,

                                      -2-
<PAGE>

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.

4.       ASSIGNMENT TERMINATES THIS AGREEMENT; AMENDMENTS OF THIS AGREEMENT.

         This Agreement shall automatically terminate, without the payment of
any penalty, in the event of its assignment or in the event that the Management
Contract between the Manager and the Trust relating to the Fund shall have
terminated for any reason; and this Agreement shall not be amended unless such
amendment is approved at a meeting by the affirmative vote of a majority of the
outstanding shares of the Fund, and by the vote, cast in person at a meeting
called for the purpose of voting on such approval, of a majority of the Trustees
of the Trust who are not interested persons of the Trust or of the Manager or of
the Sub-Adviser.

5.       EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT.

         This Agreement shall become effective upon ______________, 2000 [date
of shareholder approval], and shall remain in full force and effect continuously
thereafter (unless terminated automatically as set forth in Section 4) until
terminated as follows:

                  (a) Either party hereto may at any time terminate this
         Agreement by not more than sixty days' written notice delivered or
         mailed by registered mail, postage prepaid, to the other 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, the Manager or of the Sub-Adviser, by
         vote cast in person at a meeting called for the purpose of voting on
         such approval, do not specifically approve at least annually the
         continuance of this Agreement, then this Agreement shall automatically
         terminate at the close of business on the second anniversary of its
         execution, or upon the expiration of one year from the effective date
         of the last such continuance, whichever is later; provided, however,
         that if the continuance of this Agreement is submitted to the
         shareholders of the Fund for their approval and such shareholders fail
         to approve such continuance of this Agreement as provided herein, the
         Sub-Adviser may continue to serve hereunder in a manner consistent with
         the Investment Company Act of 1940 (the "1940 Act") and the rules and
         regulations thereunder.

         Action by the Trust under (a) above may be taken either (i) by vote of
a majority of its Trustees, or (ii) by the affirmative vote of a majority of the
outstanding shares of the Fund.

                                      -3-
<PAGE>

         Termination of this Agreement pursuant to this Section 5 shall be
without the payment of any penalty.

6.       CERTAIN INFORMATION.

         The Sub-Adviser shall promptly notify the Manager in writing of the
occurrence of any of the following events: (a) the Sub-Adviser shall fail to be
registered as an investment adviser under the Investment Advisers Act of 1940,
as amended from time to time, and under the laws of any jurisdiction in which
the Sub-Adviser is required to be registered as an investment adviser in order
to perform its obligations under this Agreement or any other agreement
concerning the provision of investment advisory services to the Trust, (b) the
Sub-Adviser shall be disqualified from serving as investment adviser to the Fund
pursuant to Section 9 of the 1940 Act, or otherwise, (c) the Sub-Adviser shall
have been served or otherwise have notice of any action, suit, proceeding or
inquiry or investigation, at law or in equity, before or by any court, public
board or body, involving the affairs of the Trust, (d) there is a change in
control of the Sub-Adviser or any parent of the Sub-Adviser within the meaning
of the 1940 Act or (e) there is a material adverse change in the business or
financial position of the Sub-Adviser.

7.       CERTAIN DEFINITIONS.

         For the purposes of this Agreement, the "affirmative vote of a majority
of the outstanding shares" of the Fund means the affirmative vote, at a duly
called and held meeting of shareholders, (a) of the holders of 67% or more of
the shares of the Fund present (in person or by proxy) and entitled to vote at
such meeting, if the holders of more than 50% of the outstanding shares of the
Fund entitled to vote at such meeting are present in person or by proxy, or (b)
of the holders of more than 50% of the outstanding shares of the Fund entitled
to vote at such meeting, whichever is less.

         For the purposes of this Agreement, the terms "affiliated person",
"control," "interested person" and "assignment" shall have their respective
meanings defined in the 1940 Act and the rules and regulations thereunder,
subject, however, to such exemptions as may be granted by the Securities and
Exchange Commission under said Act; and the phrase "specifically approve at
least annually" shall be construed in a manner consistent with the 1940 Act and
the rules and regulations thereunder.

8.       NONLIABILITY OF THE SUB-ADVISER.

         In the absence of willful misfeasance, bad faith or gross negligence on
the part of the Sub-Adviser, or reckless disregard of its obligations and duties
hereunder, the Sub-Adviser shall not be subject to any liability to the Trust,
or to any shareholder of the Trust, for any act or omission in the course of, or
connected with, rendering services hereunder.

                                      -4-
<PAGE>

9.       EXERCISE OF VOTING RIGHTS.

         Except as instructed otherwise by the Trustees of the Trust or the
Manager, the Sub-Adviser shall at its discretion exercise or procure the
exercise of any voting right attaching to investments of the Fund.

10.      LIMITATION OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS.

         A copy of the Agreement and Declaration of Trust of the Trust is on
file with the Secretary of State of The Commonwealth of Massachusetts, and
notice is hereby given that this instrument is executed on behalf of the
Trustees of the Trust as Trustees and not individually and the obligations of
this instrument are not binding upon any of the Trustees or shareholders
individually but are binding only upon the assets and property of the Fund.

































                                      -5-
<PAGE>

         IN WITNESS WHEREOF, David L. Babson & Company Inc. 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 & COMPANY INC.


                                             By_______________________________
                                              Title:


                                             BABSON-STEWART IVORY INTERNATIONAL


                                             By_______________________________
                                              Title:

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________________________
  Title:



















                                      -6-
<PAGE>


                                    EXHIBIT B


                    THE DLB STEWART IVORY INTERNATIONAL FUND

                             SUB-ADVISORY AGREEMENT


         Sub-Advisory Agreement executed as of _____________, 2000 between DAVID
L. BABSON & COMPANY INC. (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.

         (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

                                      -1-
<PAGE>

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 terms of either
that particular transaction or the Sub-Adviser's overall responsibilities with
respect to the Fund and to other clients of the Sub-Adviser as to which the
Sub-Adviser exercises investment discretion.

         (c) The Sub-Adviser shall not be obligated under this Agreement to pay
any expenses of or for the Trust or of or for the Fund not expressly assumed by
the Sub-Adviser pursuant to this Section 1 other than as provided in Section 3.

2.       OTHER AGREEMENTS, ETC.

         It is understood that any of the shareholders, Trustees, officers and
employees of the Trust may be a partner, shareholder, director, officer or
employee of, or be otherwise interested in, the Sub-Adviser, and in any person
controlling, controlled by or under common control with the Sub-Adviser, and
that the Sub-Adviser and any person controlling, controlled by or under common
control with the Sub-Adviser may have an interest in the Trust. It is also
understood that the Sub-Adviser and persons controlling, controlled by or under
common control with the Sub-Adviser have and may have advisory, management
service, distribution or other contracts with other organizations and persons,
and may have other interests and businesses; provided, however, that without the
prior consent of the Manager, neither the Sub-Adviser nor any of its affiliates
shall undertake to act as investment adviser or subadviser for any U.S.
registered investment company that has substantially similar investment policies
to the Fund.

3.       COMPENSATION TO BE PAID BY THE MANAGER TO THE SUB-ADVISER.

         The Manager will pay to the Sub-Adviser as compensation for the
Sub-Adviser's services rendered, for the facilities furnished and for the
expenses borne by the Sub-Adviser pursuant to Section 1, a fee, computed and
paid monthly at the annual rate of 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.

                                      -2-
<PAGE>

         If the Sub-Adviser shall serve for less than the whole of a month, the
foregoing compensation shall be prorated.

4.       ASSIGNMENT TERMINATES THIS AGREEMENT; AMENDMENTS OF THIS AGREEMENT.

         This Agreement shall automatically terminate, without the payment of
any penalty, in the event of its assignment or in the event that the Management
Contract between the Manager and the Trust relating to the Fund shall have
terminated for any reason; and this Agreement shall not be amended unless such
amendment is approved at a meeting by the affirmative vote of a majority of the
outstanding shares of the Fund, and by the vote, cast in person at a meeting
called for the purpose of voting on such approval, of a majority of the Trustees
of the Trust who are not interested persons of the Trust or of the Manager or of
the Sub-Adviser.

5.       EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT.

         This Agreement shall become effective upon ________________, 2000 [date
of shareholder approval], and shall remain in full force and effect continuously
thereafter (unless terminated automatically as set forth in Section 4) until
terminated as follows:

                  (a) Either party hereto may at any time terminate this
         Agreement by not more than sixty days' written notice delivered or
         mailed by registered mail, postage prepaid, to the other 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, the Manager or of the Sub-Adviser, by
         vote cast in person at a meeting called for the purpose of voting on
         such approval, do not specifically approve at least annually the
         continuance of this Agreement, then this Agreement shall automatically
         terminate at the close of business on the second anniversary of its
         execution, or upon the expiration of one year from the effective date
         of the last such continuance, whichever is later; provided, however,
         that if the continuance of this Agreement is submitted to the
         shareholders of the Fund for their approval and such shareholders fail
         to approve such continuance of this Agreement as provided herein, the
         Sub-Adviser may continue to serve hereunder in a manner consistent with
         the Investment Company Act of 1940 (the "1940 Act") and the rules and
         regulations thereunder.

         Action by the Trust under (a) above may be taken either (i) by vote of
a majority of its Trustees, or (ii) by the affirmative vote of a majority of the
outstanding shares of the Fund.

         Termination of this Agreement pursuant to this Section 5 shall be
without the payment of any penalty.

                                      -3-
<PAGE>

6.       CERTAIN INFORMATION.

         The Sub-Adviser shall promptly notify the Manager in writing of the
occurrence of any of the following events: (a) the Sub-Adviser shall fail to be
registered as an investment adviser under the Investment Advisers Act of 1940,
as amended from time to time, and under the laws of any jurisdiction in which
the Sub-Adviser is required to be registered as an investment adviser in order
to perform its obligations under this Agreement or any other agreement
concerning the provision of investment advisory services to the Trust, (b) the
Sub-Adviser shall be disqualified from serving as investment adviser to the Fund
pursuant to Section 9 of the 1940 Act, or otherwise, (c) the Sub-Adviser shall
have been served or otherwise have notice of any action, suit, proceeding or
inquiry or investigation, at law or in equity, before or by any court, public
board or body, involving the affairs of the Trust, (d) there is a change in
control of the Sub-Adviser or any parent of the Sub-Adviser within the meaning
of the 1940 Act or (e) there is a material adverse change in the business or
financial position of the Sub-Adviser.

7.       CERTAIN DEFINITIONS.

         For the purposes of this Agreement, the "affirmative vote of a majority
of the outstanding shares" of the Fund means the affirmative vote, at a duly
called and held meeting of shareholders, (a) of the holders of 67% or more of
the shares of the Fund present (in person or by proxy) and entitled to vote at
such meeting, if the holders of more than 50% of the outstanding shares of the
Fund entitled to vote at such meeting are present in person or by proxy, or (b)
of the holders of more than 50% of the outstanding shares of the Fund entitled
to vote at such meeting, whichever is less.

         For the purposes of this Agreement, the terms "affiliated person",
"control," "interested person" and "assignment" shall have their respective
meanings defined in the 1940 Act and the rules and regulations thereunder,
subject, however, to such exemptions as may be granted by the Securities and
Exchange Commission under said Act; and the phrase "specifically approve at
least annually" shall be construed in a manner consistent with the 1940 Act and
the rules and regulations thereunder.

8.       NONLIABILITY OF THE SUB-ADVISER.

         In the absence of willful misfeasance, bad faith or gross negligence on
the part of the Sub-Adviser, or reckless disregard of its obligations and duties
hereunder, the Sub-Adviser shall not be subject to any liability to the Trust,
or to any shareholder of the Trust, for any act or omission in the course of, or
connected with, rendering services hereunder.

                                      -4-
<PAGE>

9.       EXERCISE OF VOTING RIGHTS.

         Except as instructed otherwise by the Trustees of the Trust or the
Manager, the Sub-Adviser shall at its discretion exercise or procure the
exercise of any voting right attaching to investments of the Fund.

10.      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.













                                      -5-
<PAGE>

         IN WITNESS WHEREOF, David L. Babson & Company Inc. 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 & COMPANY INC.


                                    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


                                      -6-
<PAGE>

                                    EXHIBIT C



                   THE DLB STEWART IVORY EMERGING MARKETS FUND

                             SUB-ADVISORY AGREEMENT


         Sub-Advisory Agreement executed as of ________________, 2000 between
DAVID L. BABSON & COMPANY INC. (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.

         (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

                                      -1-
<PAGE>

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
terms of either that particular transaction or the Sub-Adviser's overall
responsibilities with respect to the Fund and to other clients of the
Sub-Adviser as to which the Sub-Adviser exercises investment discretion.

         (c) The Sub-Adviser shall not be obligated under this Agreement to pay
any expenses of or for the Trust or of or for the Fund not expressly assumed by
the Sub-Adviser pursuant to this Section 1 other than as provided in Section 3.

2.       OTHER AGREEMENTS, ETC.

         It is understood that any of the shareholders, Trustees, officers and
employees of the Trust may be a partner, shareholder, director, officer or
employee of, or be otherwise interested in, the Sub-Adviser, and in any person
controlling, controlled by or under common control with the Sub-Adviser, and
that the Sub-Adviser and any person controlling, controlled by or under common
control with the Sub-Adviser may have an interest in the Trust. It is also
understood that the Sub-Adviser and persons controlling, controlled by or under
common control with the Sub-Adviser have and may have advisory, management
service, distribution or other contracts with other organizations and persons,
and may have other interests and businesses; provided, however, that without the
prior consent of the Manager, neither the Sub-Adviser nor any of its affiliates
shall undertake to act as investment adviser or subadviser for any U.S.
registered investment company that has substantially similar investment policies
to the Fund.

3.       COMPENSATION TO BE PAID BY THE MANAGER TO THE SUB-ADVISER.

         The Manager will pay to the Sub-Adviser as compensation for the
Sub-Adviser's services rendered, for the facilities furnished and for the
expenses borne by the Sub-Adviser pursuant to Section 1, a fee, computed and
paid monthly at the annual rate of 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,

                                      -2-
<PAGE>

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.

4.       ASSIGNMENT TERMINATES THIS AGREEMENT; AMENDMENTS OF THIS AGREEMENT.

         This Agreement shall automatically terminate, without the payment of
any penalty, in the event of its assignment or in the event that the Management
Contract between the Manager and the Trust relating to the Fund shall have
terminated for any reason; and this Agreement shall not be amended unless such
amendment is approved at a meeting by the affirmative vote of a majority of the
outstanding shares of the Fund, and by the vote, cast in person at a meeting
called for the purpose of voting on such approval, of a majority of the Trustees
of the Trust who are not interested persons of the Trust or of the Manager or of
the Sub-Adviser.

5.       EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT.

         This Agreement shall become effective upon ________________, 2000 [date
of shareholder approval], and shall remain in full force and effect continuously
thereafter (unless terminated automatically as set forth in Section 4) until
terminated as follows:

                  (a) Either party hereto may at any time terminate this
         Agreement by not more than sixty days' written notice delivered or
         mailed by registered mail, postage prepaid, to the other 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, the Manager or of the Sub-Adviser, by
         vote cast in person at a meeting called for the purpose of voting on
         such approval, do not specifically approve at least annually the
         continuance of this Agreement, then this Agreement shall automatically
         terminate at the close of business on the second anniversary of its
         execution, or upon the expiration of one year from the effective date
         of the last such continuance, whichever is later; provided, however,
         that if the continuance of this Agreement is submitted to the
         shareholders of the Fund for their approval and such shareholders fail
         to approve such continuance of this Agreement as provided herein, the
         Sub-Adviser may continue to serve hereunder in a manner consistent with
         the Investment Company Act of 1940 (the "1940 Act") and the rules and
         regulations thereunder.

         Action by the Trust under (a) above may be taken either (i) by vote of
a majority of its Trustees, or (ii) by the affirmative vote of a majority of the
outstanding shares of the Fund.

                                      -3-
<PAGE>

         Termination of this Agreement pursuant to this Section 5 shall be
without the payment of any penalty.

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

                                      -4-
<PAGE>

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.

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.      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.


















                                      -5-
<PAGE>

         IN WITNESS WHEREOF, David L. Babson & Company Inc. 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 & COMPANY INC.


                                    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


                                      -6-
<PAGE>

                             PROXY INSTRUCTION FORM

                               THE DLB FUND GROUP

                      DLB GLOBAL SMALL CAPITALIZATION FUND

           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

The undersigned hereby appoints Frank L. Tarantino and John E. Deitelbaum, and
each of them, attorneys and proxies of the undersigned, with power of
substitution to vote all shares of the DLB Global Small Capitalization Fund,
which the undersigned is entitled to vote at the Special Meeting of shareholders
of the The DLB Fund Group to be held at the executive offices of David L. Babson
& Company Inc., One Memorial Drive, Cambridge, Massachusetts on June 5, 2000 at
11:00 a.m. Eastern Time and at any adjournments thereof (the "Special Meeting").

THIS PROXY WILL BE VOTED ON ITEM (1) IN ACCORDANCE WITH THE INSTRUCTIONS GIVEN
ON THIS CARD, AND IN THE ABSENCE OF INSTRUCTIONS THE UNDERSIGNED HEREBY
AUTHORIZES THE AFORESAID PROXY OR PROXIES TO VOTE FOR ITEM (1).

In their discretion, the proxies are authorized to vote upon such other matters
as may properly come before the Special Meeting.

                      PLEASE COMPLETE, DATE AND SIGN BELOW.

The proxies are instructed to vote as follows:
(Please mark your choice by placing an "x" in the appropriate box using blue or
black ink.)

1. Approval of the new investment sub-advisory agreement between David L. Babson
& Company Inc. and Babson-Stewart Ivory International with respect to the DLB
Global Small Capitalization Fund.

FOR  [  ]  AGAINST  [  ]    ABSTAIN   [  ]

MARK HERE IF
YOU PLAN TO ATTEND  [  ]
THE MEETING.



[Insert shareholder name and address here]





Signature:                                           Date:
Name:
Title:

Signature:                                           Date:
Name:
Title:

Please sign exactly as your name or names appear. When signing as joint tenant,
all parties to the joint tenancy should sign. When signing as attorney,
executor, administrator, officer of a corporation, trustee or guardian, please
give your full title as such. PLEASE RETURN THE COMPLETED, DATED, AND SIGNED
PROXY IN THE ENCLOSED ENVELOPE.
<PAGE>

                             PROXY INSTRUCTION FORM

                               THE DLB FUND GROUP

                      DLB STEWART IVORY INTERNATIONAL FUND

           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

The undersigned hereby appoints Frank L. Tarantino and John E. Deitelbaum, and
each of them, attorneys and proxies of the undersigned, with power of
substitution to vote all shares of the DLB Stewart Ivory International Fund,
which the undersigned is entitled to vote at the Special Meeting of shareholders
of the Trust to be held at the executive offices of David L. Babson & Company
Inc., One Memorial Drive, Cambridge, Massachusetts on June 5, 2000 at 11:00 a.m.
Eastern Time and at any adjournments thereof (the "Special Meeting").

THIS PROXY WILL BE VOTED ON ITEM (1) IN ACCORDANCE WITH THE INSTRUCTIONS GIVEN
ON THIS CARD, AND IN THE ABSENCE OF INSTRUCTIONS THE UNDERSIGNED HEREBY
AUTHORIZES THE AFORESAID PROXY OR PROXIES TO VOTE FOR ITEM (1).

In their discretion, the proxies are authorized to vote upon such other matters
as may properly come before the Special Meeting.

                      PLEASE COMPLETE, DATE AND SIGN BELOW.

The proxies are instructed to vote as follows:
(Please mark your choice by placing an "x" in the appropriate box using blue or
black ink.)

1. Approval of the new investment sub-advisory agreement between David L. Babson
& Company Inc. and Babson-Stewart Ivory International with respect to the DLB
Stewart Ivory International Fund.

FOR  [   ]  AGAINST  [   ]    ABSTAIN   [   ]

MARK HERE IF
YOU PLAN TO ATTEND   [   ]
THE MEETING.



[Insert shareholder name and address here]




Signature:                                           Date:
Name:
Title:

Signature:                                           Date:
Name:
Title:

Please sign exactly as your name or names appear. When signing as joint tenant,
all parties to the joint tenancy should sign. When signing as attorney,
executor, administrator, officer of a corporation, trustee or guardian, please
give your full title as such. PLEASE RETURN THE COMPLETED, DATED, AND SIGNED
PROXY IN THE ENCLOSED ENVELOPE.
<PAGE>

                             PROXY INSTRUCTION FORM

                               THE DLB FUND GROUP

                     DLB STEWART IVORY EMERGING MARKETS FUND

           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

The undersigned hereby appoints Frank L. Tarantino and John E. Deitelbaum, and
each of them, attorneys and proxies of the undersigned, with power of
substitution to vote all shares of the DLB Stewart Ivory Emerging Markets Fund,
which the undersigned is entitled to vote at the Special Meeting of shareholders
of the Trust to be held at the executive offices of David L. Babson & Company
Inc., One Memorial Drive, Cambridge, Massachusetts on June 5, 2000 at 11:00 a.m.
Eastern Time and at any adjournments thereof (the "Special Meeting").

THIS PROXY WILL BE VOTED ON ITEM (1) IN ACCORDANCE WITH THE INSTRUCTIONS GIVEN
ON THIS CARD, AND IN THE ABSENCE OF INSTRUCTIONS THE UNDERSIGNED HEREBY
AUTHORIZES THE AFORESAID PROXY OR PROXIES TO VOTE FOR ITEM (1).

In their discretion, the proxies are authorized to vote upon such other matters
as may properly come before the Special Meeting.

                      PLEASE COMPLETE, DATE AND SIGN BELOW.

The proxies are instructed to vote as follows:
(Please mark your choice by placing an "x" in the appropriate box using blue or
black ink.)

1. Approval of the new investment sub-advisory agreement between David L. Babson
& Company Inc. and Babson-Stewart Ivory International with respect to the DLB
Stewart Ivory Emerging Markets Fund.

FOR  [   ]  AGAINST  [   ]    ABSTAIN   [   ]

MARK HERE IF
YOU PLAN TO ATTEND   [   ]
THE MEETING.



[Insert shareholder name and address here]




Signature:                                           Date:
Name:
Title:

Signature:                                           Date:
Name:
Title:



Please sign exactly as your name or names appear. When signing as joint tenant,
all parties to the joint tenancy should sign. When signing as attorney,
executor, administrator, officer of a corporation, trustee or guardian, please
give your full title as such. PLEASE RETURN THE COMPLETED, DATED, AND SIGNED
PROXY IN THE ENCLOSED ENVELOPE.



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