EXHIBIT 23(i)
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[ROPES & GRAY LETTERHEAD APPEARS HERE]
October 24, 2000
The DLB Fund Group
One Memorial Drive
Cambridge, Massachusetts 02142
Gentlemen:
You have informed us that you propose to register under the Securities
Act of 1933, as amended (the "Act"), and offer and sell from time to time shares
of beneficial interest ("Shares") of the funds listed on Schedule A attached
hereto (the "Funds"), each a series of The DLB Fund Group (the "Trust"). The
shares are proposed to be sold directly by the Trust.
We have acted as counsel for the Trust since its organization. We are
familiar with the action taken by its Trustees to authorize this issuance of the
Shares. We have examined its records of Trustee and shareholder action, its
Bylaws, and its Agreement and Declaration of Trust on file at the office of the
Secretary of State of The Commonwealth of Massachusetts. We have examined such
other documents as we deem necessary for the purpose of this opinion.
We assume that appropriate action has been taken to register or qualify
the sale of the Shares under any applicable state and federal laws regulating
offerings and sales of securities.
Based upon the foregoing, we are of the opinion that the issue and sale
by the Trust of an unlimited number of Shares of each Fund has been duly
authorized under Massachusetts law. Upon the original issue and sale of any such
authorized but unissued Shares and upon receipt by the Trust of the authorized
consideration therefor in an amount not less than the applicable net asset
value, the Shares so issued will be validly issued, fully paid and nonassessable
by the Trust.
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The DLB Fund Group -2- October 24, 2000
The Trust is an entity of the type commonly known as a "Massachusetts
business trust." Under Massachusetts law, shareholders could, under certain
circumstances, be held personally liable for the obligations of the Trust.
However, the Agreement and Declaration of Trust disclaims shareholder liability
for acts or obligations of the Trust and requires that notice of such disclaimer
be given in each agreement, obligation, or instrument entered into if executed
by the Trust or the Trustees. The Agreement and Declaration of Trust provides
for indemnification out of the Trust's property of the relevant Fund of the
Trust for all loss and expense of any shareholder of such Fund held personally
liable solely by reason of his being or having been a shareholder of such Fund.
Thus, the risk of a shareholder's incurring financial loss on account of
shareholder liability is limited to circumstances in which the relevant Fund of
the Trust itself would be unable to meet its obligations.
We consent to the filing of this opinion as an exhibit to such
Registration Statement.
Very truly yours,
/s/ Ropes & Gray
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Ropes & Gray
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SCHEDULE A
DLB Fixed Income Fund
DLB Value Fund
DLB Core Growth Fund
DLB Disciplined Growth Fund
DLB Enterprise III Fund
DLB Small Company Opportunities Fund
DLB Global Small Capitalization Fund
DLB Stewart Ivory International Fund
DLB Stewart Ivory Emerging Markets Fund
DLB High Yield Fund
DLB Technology Fund
DLB Enhanced Index Value Fund
DLB Enhanced Index Growth Fund
DLB Small Capitalization Value Fund
