EXHIBIT 23(M)(14)
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DISTRIBUTION AND SERVICES PLAN
This Plan (the "Plan") constitutes the Distribution and Services Plan
of the DLB Small Capitalization Value Fund (the "Fund"), a separate series of
The DLB Fund Group, a Massachusetts business trust (the "Trust"), adopted
pursuant to the provisions of Rule 12b-1 under the Investment Company Act of
1940 (the "Act"). During the effective term of this Plan, the Fund may make
payments to investment brokers or dealers (including any principal underwriter
or distributor of the Fund) and other persons providing services to the Fund
upon the terms and conditions hereinafter set forth.
Section 1. The Fund may make monthly payments to investment dealers or
the other persons providing services to the Fund, in the form of fees or
reimbursements, as compensation for services provided and expenses incurred for
purposes of promoting the sale of shares of the Fund, reducing redemptions of
shares, or maintaining or improving services provided to shareholders by
investment dealers and other persons. The amount of such payments and the
purposes for which they are made shall be determined by the Qualified Trustees
(as defined below). Payments under this Plan shall not exceed in any fiscal year
the annual rate of 0.50% of the average net asset value of the Fund determined
by taking an average of all of the determinations of such net asset value during
the month. A majority of the Qualified Trustees may, at any time and from time
to time, reduce the amount of such payments covered by this Plan, or may suspend
the operation of the Plan for such period or periods of time as they may
determine.
Section 2. This Plan shall not take effect until it has been approved,
together with any related agreements, by votes of a majority (or whatever
greater percentage may, from time to time, be required by Section 12(b) of the
Act or the rules and regulations thereunder) of both (a) the Trustees of the
Trust, and (b) the Qualified Trustees of the Trust, cast in person at a meeting
called for the purpose of voting on this Plan or such agreement.
Section 3. This Plan shall continue in effect for a period of more than
one year after it takes effect only so long as such continuance is specifically
approved at least annually in the manner provided for approval of this Plan in
Section 2(b).
Section 4. The Trustees shall review, at least quarterly, a written
report of the amounts covered by this Plan and the purposes for which such
expenditures were made.
Section 5. This Plan may be terminated at any time by vote of a
majority of the Qualified Trustees, or by vote of a majority of the Fund's
outstanding voting securities.
Section 6. All agreements with any person relating to implementation of
this Plan shall be in writing, and any agreement related to this Plan shall
provide:
(1) that such agreement may be terminated at any time, without
payment of any penalty, by vote of a majority of the Qualified Trustees
or by vote of a majority of the Fund's
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outstanding voting securities, on not more than 60 days' written notice
to any other party to the agreement; and
(2) that such agreement shall terminate automatically in the
event of its assignment.
Section 7. This Plan may not be amended to increase materially the
amount of distribution expenses permitted pursuant to Section 1 hereof without
the approval of a majority of the outstanding voting securities of the Fund, and
all material amendments to this Plan shall be approved in the manner provided
for approval of this Plan in Section 2(b).
Section 8. As used in this Plan, (a) the term "Qualified Trustees"
shall mean those Trustees of the Trust who are not interested persons of the
Trust, and have no direct or indirect financial interest in the operation of
this Plan or any agreements related to it, and (b) the terms "assignment",
"interested person" and "vote of a majority of the outstanding voting
securities" shall have the respective meaning specified in the Act and the rules
and regulations thereunder, subject to such exemptions as may be granted by the
Securities and Exchange Commission.
Section 9. A copy of the Agreement and Declaration of Trust of the
Trust is on file with the Secretary of State of The Commonwealth of
Massachusetts and notice is hereby given that this instrument is made on behalf
of the Trustees of the Trust as Trustees and not individually, and that the
obligations of or arising out of this instrument are not binding upon any of the
Trustees, officers or shareholders individually but are binding only upon the
assets and property of the Fund.
Adopted as of October 19, 2000.
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