DEF 14A
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def-14a_10938.txt
THE DLB FUND GROUP DEFINITIVE PROXY MATERIALS
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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
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(Name of Registrant as Specified In Its Charter)
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(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:
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2) Aggregate number of securities to which transaction applies:
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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):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] 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:
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2) Form, Schedule or Registration Statement No.:
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4) Date Filed:
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[DLB Fund Group Letterhead]
To the Shareholders of The DLB Fund Group:
The attached proxy statement discusses a proposal to elect two (2) nominees as
Trustees of the Trust. Information regarding the proposal to elect nominees as
Trustees of the Trust is included in the attached Proxy Statement, which we
encourage you to read carefully.
Although we would like each shareholder to attend the Special Meeting, we
realize this is not possible. Whether or not you plan to attend, however, we
need your vote, and urge you to complete the enclosed proxy and return it to us
promptly. We look forward to receiving your vote in favor of the proposal to
elect the nominees as Trustees of the Trust.
Thank you for your support of the Funds.
Sincerely,
/s/ Frank L. Tarantino
---------------------------
Frank L. Tarantino
President
THE DLB FUND GROUP
ONE MEMORIAL DRIVE, CAMBRIDGE, MA 02142
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To the Shareholders of:
DLB Fixed Income Fund
DLB High Yield Fund
DLB Value Fund
DLB Core Growth Fund
DLB Enhanced Index Core Equity Fund
DLB Enhanced Index Growth Fund
DLB Enhanced Index Value Fund
DLB Technology Fund
DLB Small Company Opportunities Fund
DLB Small Capitalization Value Fund
DLB Stewart Ivory International Fund
DLB Stewart Ivory Emerging Markets Fund
Please take notice that a Special Meeting of Shareholders of The DLB
Fund Group (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 Thursday, January 10, 2002 at 9:30 a.m. Eastern Time, for the
following purposes:
1) to elect nominees Kevin M. McClintock and Steven A. Kandarian as
Trustees of the Trust, and
2) to transact such other business as may properly come before the
meeting or any adjournment or adjournments thereof.
Each shareholder of record of the shares of the Funds at the close
of business on November 14, 2001 is entitled to receive notice of and to vote at
the meeting or any adjournment thereof, and is invited to attend the Special
Meeting in person.
If you do not expect to attend, you are requested to complete, date
and sign the enclosed proxy card(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. You may revoke your proxy 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 vote in person.
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 CARD, DATE AND SIGN IT, AND RETURN IT PROMPTLY IN THE ENVELOPE
PROVIDED, NO MATTER HOW LARGE OR SMALL YOUR HOLDINGS MAY BE.
By order of the Board of Trustees
/s/ John E. Deitelbaum
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John E. Deitelbaum
Clerk
Cambridge, Massachusetts
December 3, 2001
THE DLB FUND GROUP
ONE MEMORIAL DRIVE
CAMBRIDGE, MA 02142-1300
PROXY STATEMENT
FOR A
SPECIAL MEETING OF SHAREHOLDERS
OF
DLB FIXED INCOME FUND
DLB HIGH YIELD FUND
DLB VALUE FUND
DLB CORE GROWTH FUND
DLB ENHANCED INDEX CORE EQUITY FUND
DLB ENHANCED INDEX GROWTH FUND
DLB ENHANCED INDEX VALUE FUND
DLB TECHNOLOGY FUND
DLB SMALL COMPANY OPPORTUNITIES FUND
DLB SMALL CAPITALIZATION VALUE FUND
DLB STEWART IVORY INTERNATIONAL FUND
DLB STEWART IVORY EMERGING MARKETS FUND
TO BE HELD JANUARY 10, 2002
9:30 A.M. EASTERN TIME
This proxy statement is being furnished to the shareholders of the DLB
Fixed Income Fund (the "Fixed Income Fund"), the DLB High Yield Fund (the "High
Yield Fund"), the DLB Value Fund (the "Value Fund"), the DLB Core Growth Fund
(the "Core Growth Fund"), the DLB Enhanced Index Core Equity Fund (the "Enhanced
Index Core Equity Fund"), the DLB Enhanced Index Growth Fund (the "Enhanced
Index Growth Fund"), the DLB Enhanced Index Value Fund (the "Enhanced Index
Value Fund"), the DLB Technology Fund (the "Technology Fund"), the DLB Small
Company Opportunities Fund (the "Small Company Opportunities Fund"), the DLB
Small Capitalization Value Fund (the "Small Cap Value Fund"), the DLB Stewart
Ivory International Fund (the "International Fund"), and the DLB Stewart Ivory
Emerging Markets Fund (the "Emerging Markets Fund") (each a "Fund" and
collectively, the "Funds"), 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 (the "Special Meeting") to be
held on January 10, 2002 at 9:30 a.m. Eastern Time, and any adjournments
thereof, 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 the Special Meeting
of Shareholders and proxy cards are being mailed on or about December 3, 2001,
to Shareholders of record on the Record Date of November 14, 2001 (the "Record
Date"). The costs of the Special Meeting, including the solicitation of proxies
by mail, telephone or electronic media by David L. Babson & Company Inc.
("Babson") employees, will be borne by Babson. 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 the
Trust to:
1) elect nominees Kevin M. McClintock and Steven A. Kandarian as
Trustees of the Trust, and
2) transact such other business as may properly come before the
Special Meeting or any adjournment or adjournments thereof.
The enclosed proxy card (a "Proxy Card"), if properly executed and
returned, will be voted in accordance with the choices specified therein and
will be included in determining whether there is a quorum to conduct the Special
Meeting. In the event a quorum is not present at the Special 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 Special Meeting to permit further solicitation of proxies.
Ten percent of the shares entitled to vote shall constitute a quorum for the
transaction of business. Any lesser number shall be sufficient for adjournments.
Any adjourned session or sessions may be held, within a reasonable time after
the date set for the original Special Meeting, without further notice. 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 FOR the election of all
nominees to the Board of Trustees of the Trust. 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 Special Meeting and
voting in person; or (3) signing and returning a new proxy (if returned and
received in time to be voted).
The proxy grants discretion to the persons named therein, as proxies,
to take such further action as they may determine appropriate in connection with
any other matter that may properly come before the Special Meeting or any
adjournments thereof. The Board of Trustees of the Trust does not currently know
of any matter to be considered at the Special Meeting other than the matters set
forth in the Notice of Special Meeting of Shareholders.
VOTE REQUIRED: Pursuant to the Bylaws of the Trust, the Funds'
Shareholders vote together as a single class, and election for each of the
nominees for Trustee of the Trust will require an affirmative vote of a
plurality of the votes cast at the Special Meeting in person or by proxy.
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. Shares represented by proxies that reflect
abstentions and broker non-votes will be counted as shares that are present and
entitled to vote on the matter for purposes of determining the presence of a
quorum. However, with respect to the election of Trustees, neither abstentions
nor broker non-votes will have any effect on the outcome of the proposal. With
respect to any other proposals that may come before the Special Meeting,
abstentions and broker non-votes will have the effect of a negative vote on the
proposal. Broker non-votes are proxies from brokers or nominees indicating that
such persons have not received instructions from the beneficial owner or other
persons entitled to vote shares on a particular matter with respect to which the
brokers or nominees do not have, or choose not to exercise, discretionary power.
SHARES OUTSTANDING ENTITLED TO VOTE: To be entitled to receive notice
of and to vote at the Special Meeting, a shareholder must have owned shares of
the Fixed Income Fund, High Yield Fund, Value Fund, Core Growth Fund, Enhanced
Index Core Equity Fund, Enhanced Index Growth Fund, Enhanced Index Value Fund,
Technology Fund, Small Company Opportunities Fund, Small Cap Value Fund,
International Fund or the Emerging Markets Fund as of the Record Date. As of the
Record Date, there were 64,954,976.340 votes eligible to be cast at this Special
Meeting, attributable to each Fund as follows:
Fixed Income Fund 2,537,024.350
High Yield Fund 2,755,131.840
Value Fund 3,825,219.680
Core Growth Fund 13,393,054.300
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Enhanced Index Core Equity Fund 3,037,613.270
Enhanced Index Growth Fund 2,505,403.480
Enhanced Index Value Fund 2,501,220.710
Technology Fund 2,547,207.640
Small Company Opportunities Fund 16,307,819.800
Small Cap Value Fund 6,094,784.330
International Fund 6,487,556.880
Emerging Markets Fund 2,962,940.060
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 owned of record 5% or more of the outstanding
shares of the specified Fund:
FIXED INCOME FUND(1) Percentage
Shareholder Name and Address Shares Owned Owned
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Massachusetts Mutual Life 1,087,188.972 42.85%
Insurance Company
Attn: Investment Accounting F339
1295 State Street
Springfield, MA 01111
Massachusetts Mutual Trust Company FSB 823,687.465 32.47%
City Place 1
185 Asylum Street, 34th Floor
Hartford, CT 06103-3408
The Montgomery Foundation 135,807.362 5.35%
364 N. Whitewoman Street
Coshocton, OH 43812
HIGH YIELD FUND(1) Percentage
Shareholder Name and Address Shares Owned Owned
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Massachusetts Mutual Holding Company 2,744,004.909 99.60%
1295 State Street
Springfield, MA 01011
VALUE FUND(1) Percentage
Shareholder Name and Address Shares Owned Owned
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Massachusetts Mutual Life 3,136,273.709 81.99%
Insurance Company
1295 State Street
Springfield, MA 01111
National City PA TTEE 401,175.511 10.49%
U/A DTD 12/1/94
Allegheny County Police Pension Plan
Attn: Mutual Funds
P.O. Box 94984
Attn: Diane Oakley
Cleveland, OH 44101-4984
3
CORE GROWTH FUND(1) Percentage
Shareholder Name and Address Shares Owned Owned
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Massachusetts Mutual Life 10,803,367.543 80.67%
Insurance Company
1295 State Street
Springfield, MA 01111
ENHANCED INDEX CORE EQUITY FUND(1) Percentage
Shareholder Name and Address Shares Owned Owned
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Massachusetts Mutual Life 2,942,845.377 96.88%
Insurance Company
1295 State Street
Springfield, MA 01111
ENHANCED INDEX GROWTH FUND(1) Percentage
Shareholder Name and Address Shares Owned Owned
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Massachusetts Mutual Life 2,500,000.000 99.78%
Insurance Company
1295 State Street
Springfield, MA 01111
ENHANCED INDEX VALUE FUND(1) Percentage
Shareholder Name and Address Shares Owned Owned
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Massachusetts Mutual Life 2,500,000.000 99.95%
Insurance Company
1295 State Street
Springfield, MA 01111
TECHNOLOGY FUND(1) Percentage
Shareholder Name and Address Shares Owned Owned
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Massachusetts Mutual Life 2,504,605.230 98.33%
Insurance Company
1295 State Street
Springfield, MA 01111
SMALL COMPANY OPPORTUNITIES FUND(1) Percentage
Shareholder Name and Address Shares Owned Owned
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Massachusetts Mutual Life 14,269,760.020 87.50%
Insurance Company
1295 State Street
MIP N328
Springfield, MA 01111
SMALL CAP VALUE FUND(1) Percentage
Shareholder Name and Address Shares Owned Owned
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Massachusetts Mutual Life 4,057,795.246 66.58%
Insurance Company
1295 State Street
Springfield, MA 01111
4
Newton Retirement System 1,399,269.476 22.96%
1000 Commonwealth Avenue
Attn: Kelly Byrne-Director
Newton Centre
Newton, MA 02459
M&I Trust TR 413,037.190 6.78%
Diocese Master TR
P.O. Box 2977
Attn: Mutual Funds
Milwaukee, WI 53202
INTERNATIONAL FUND(2) Percentage
Shareholder Name and Address Shares Owned Owned
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MAC & CO 1,938,350.857 29.88%
A/C VCBF 177002*
Mutual Fund Operations
P.O. Box 3198
Pittsburgh, PA 15230-3198
MAC & CO 927,833.754 14.30%
A/C #VSLF 1780022**
Mutual Fund Operations
P.O. Box 3198
Pittsburgh, PA 15230-3198
Butler University 868,290.172 13.38%
4800 Sunset Avenue
Indianapolis, IN 46208
Plymouth County Retirement System 825,666.650 12.73%
South Russell Street
Plymouth, MA 02380
Pittsfield Retirement System 538,129.159 8.29%
City Hall
70 Allen Street
Pittsfield, MA 01201
JP Morgan Chase TR 419,717.989 6.47%
U/A DTD 6/1/01
Bronx-Lebanon Hospital Center Master Trust
4 New York Plaza 2nd Floor
New York, NY 10004
Exeter Trust Company 383,323.505 5.91%
1100 Chase Square
Rochester, NY 14604
5
EMERGING MARKETS FUND(1) Percentage
Shareholder Name and Address Shares Owned Owned
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Massachusetts Mutual Life 2,920,009.176 98.55%
Insurance Company
1295 State Street
Springfield, MA 01111
(1) Because Massachusetts Mutual Life Insurance Company and/or its affiliates
own a majority of these Funds' shares, there will be a quorum at the
Special Meeting and Massachusetts Mutual Life Insurance Company and/or its
affiliates may be deemed to be control persons of these Funds.
(2) Because MAC & Co. owns more than 25% of this Fund's shares, it may be
deemed to be a control person of this Fund.
* Shares beneficially owned by Virginia Power Collectively Bargained VEBA
** Shares beneficially owned by Dominion Resources Salaried Employee Life
Insurance VEBA
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.
REPORTS TO SHAREHOLDERS: The Funds' most recent Semiannual Report for
the 6-month period ended April 30, 2001 and Annual Report for the fiscal year
ended October 31, 2000 have been mailed to shareholders of the Funds, and are
available without charge upon request. The Funds' Annual Report for the fiscal
year ended October 31, 2001, which will contain audited financial statements,
will be mailed to shareholders on or about December 30, 2001. COPIES OF THIS
ANNUAL REPORT WILL ALSO BE AVAILABLE, WITHOUT CHARGE, AFTER DECEMBER 30, 2001.
SEMIANNUAL AND ANNUAL REPORTS MAY BE OBTAINED BY CALLING (1-888-722-2766) OR BY
WRITING TO DLB FUND GROUP COORDINATOR, ONE MEMORIAL DRIVE, CAMBRIDGE,
MASSACHUSETTS 02142.
PROPOSAL (1)
TO ELECT NOMINEES AS TRUSTEES OF THE TRUST
Two Trustees are proposed to be elected, each to hold office until his
successor is elected and qualified or until his earlier death, resignation or
removal. The two nominees for election as Trustees are Kevin M. McClintock and
Steven A. Kandarian. Mr. McClintock is presently a Trustee of the Trust and has
agreed to be nominated and, if elected, to continue to serve as a Trustee. He is
an officer and Director of Babson. Mr. Kandarian has also agreed to be
nominated, and, if elected, to serve as a Trustee. If either of the nominees
should be unable to accept nomination or election, it is the intention of the
persons named as attorneys-in-fact in the enclosed proxy to vote such proxy for
the election of such other person or persons as the Board of Trustees of the
Trust, in its discretion, recommends. The remaining Trustees, Messrs. Hugel,
Nenneman and Phelps, have previously been elected by the shareholders of the
Trust, and will not be elected at the Special Meeting. Proxies cannot be voted
for a greater number of persons than the number of nominees named in this Proxy
Statement.
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Set forth below is certain information regarding each nominee for
election as a Trustee.
INFORMATION ABOUT NOMINEES
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NAME, AGE, PRINCIPAL OCCUPATION SERVED AS NUMBER OF FUNDS IN
AND OTHER DIRECTORSHIPS(1) HELD TRUSTEE OF THE FUND COMPLEX OVERSEEN BY
DURING THE PAST FIVE YEARS TRUST SINCE TRUSTEE OR NOMINEE FOR TRUSTEE
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KEVIN M. MCCLINTOCK*, age 40 1999 12
c/o David L. Babson & Company Inc.,
One Memorial Drive, Cambridge, MA 02142
Managing Director and Director,
David L. Babson & Company Inc.,
1999 -present; Managing Director,
Babson-Stewart Ivory International,
1999-present; Director of Equities
and Fixed Income, Dreyfus Corporation,
1995-1999; Managing Director, Aetna,
1985-1995.
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STEVEN A. KANDARIAN**, age 49 __ __
c/o Pension Benefit Guaranty Corporation,
1200 K N.W., Washington, D.C. 20005
Executive Director, Pension Benefit Guaranty Corp.,
(a federal pension agency) December 2001-present
Managing Director, Orion Partners, L.P.
(a private equity fund), 1993-November 2001; Chairman of
the Board, Allied Foods, Inc. (manufacturer and
distributor of pet food) 1993-1997.
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(1) Directorships of companies that are required to report to the Securities and Exchange Commission or are registered as
investment companies under the Investment Company Act of 1940. Except as otherwise noted, each individual has held the
office indicated or other offices in the same organization for at least five years.
* Mr. McClintock is an "Interested Person" of the Trust, as that term is defined in the Investment Company Act of 1940, as
amended (the "1940 Act"), through his employment with the Funds' investment adviser, and affiliation with Babson-Stewart
Ivory International, sub-adviser to the International Fund and the Emerging Markets Fund.
** Allied Foods, Inc., a private corporation, filed a petition for bankruptcy under Chapter 11 in December 1997.
INFORMATION ABOUT CURRENT TRUSTEES
Each of the following Trustees of the Trust will continue to serve in
such capacity until his successor is elected and qualified or until his earlier
death, resignation or removal.
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NAME, AGE, PRINCIPAL OCCUPATION AND OTHER SERVED AS TRUSTEE NUMBER OF FUNDS IN FUND
DIRECTORSHIPS(1) HELD DURING THE PAST FIVE YEARS OF THE TRUST SINCE COMPLEX OVERSEEN BY TRUSTEE
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CHARLES HUGEL, age 73 1994 12
Director of Eldorado Bancshares, Inc., a
commercial bank holding company; former
Chairman of the Board of Trustees, Lafayette
College; Chairman, Asea BrownBoveri Inc.
(electrical equipmentand power systems)
1990-1991; Chairman, President and CEO,
Combustion Engineering, Inc. 1982-1990;
Executive Vice President, American Telegraph
& Telephone Company 1978-1982; former
Director, Eaton Corp. (industrial and electronic
products) and former Director, Pitney Bowes Inc.
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INFORMATION ABOUT NOMINEES
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NAME, AGE, PRINCIPAL OCCUPATION SERVED AS NUMBER OF FUNDS IN
AND OTHER DIRECTORSHIPS(1) HELD TRUSTEE OF THE FUND COMPLEX OVERSEEN BY
DURING THE PAST FIVE YEARS TRUST SINCE TRUSTEE OR NOMINEE FOR TRUSTEE
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RICHARD NENNEMAN, age 72 1994 12
Currently sits on boards of various civic
associations. Editor-in-Chief, The Christian
Science Monitor, 1988-1993; Senior Vice
President, Girard Bank, 1977-1982.
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7
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RICHARD PHELPS, age 73 1994 12
Chairman and CEO of Phelps Industries, Inc. (pet
and consumer products); Director, Superior Pet
Products, Ltd. (U.K.) and Superior Pet Products
(Aust.) Pty. Ltd; Director, Brisbane Bandits Baseball
Company; Director, Bio-Comp Corp. (manufacturer
of fertilizer); Director of Babson-Stewart Ivory
International Fund, an open end investment company*;
Member, Board of Overseers, Tufts University School
of Veterinary Medicine and Dean's Council, Harvard
Graduate School of Education.
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(1) Directorships of companies that are required to report to the Securities and Exchange Commission or are registered as
investment companies under the Investment Company Act of 1940. Except as otherwise noted, each individual has held the
office indicated or other offices in the same organization for at least five years.
* The Babson Stewart Ivory International Fund is sub-advised by Babson-Stewart Ivory International, sub-adviser to the
International Fund and the Emerging Markets Fund.
The mailing address of each of the Trustees is c/o David L. Babson &
Company Inc., One Memorial Drive, Cambridge MA 02142.
Any Trustee may resign at any time and any Trustee may be removed at a
special meeting of the Shareholders called for that purpose by a vote of at
least a majority of the shares voted, if a quorum is present. In the event a
vacancy on the Board of Trustees shall exist for any reason, the remaining
Trustees may fill such vacancy by appointing another Trustee. If at any time
less than than a majority of the Trustees holding office have been elected by
the shareholders, the Trustees then in office will call a Shareholders' Meeting
for the purpose of electing Trustees to fill any exisiting vacancies in the
Board of Trustees.
COMMITTEES OF THE BOARD OF TRUSTEES
The Board of Trustees of the Trust has an Audit Committee and a
Nominating Committee, each of which is comprised of all of the Trustees who are
not "interested persons" of the Trust. Currently, Messrs. Hugel, Nenneman and
Phelps comprise the Audit and Nominating Committees. The Nominating Committee,
pursuant to a Nominating Committee Charter adopted by the Board, makes
nominations for Independent Trustees of the Trust, reviews committee
assignments, monitors the performance of the Funds' legal counsel, and reviews
and makes recommendations regarding Trustee compensation. The Nominating
Committee held two meetings during the fiscal year ended October 31, 2001,
including a meeting on October 17, 2001 at which it recommended the nomination
of Steven A. Kandarian for election as Trustee. The Audit Committee, pursuant to
an Audit Committee Charter adopted by the Board, oversees the Fund's accounting
and financial reporting policies and practices, its internal controls and
internal controls of certain service providers; oversees the quality and
objectivity of the Trust's financial statements and the independent audit
thereof; ascertains the independence of the Trust's independent auditors; and
acts as liaison between the Trust's independent auditors and the full Board of
Trustees. The Audit Committee met three times during the fiscal year ended
October 31, 2001. The full Board met four times during the fiscal year ended
October 31, 2001. Each Trustee attended all of the Board and Committee meetings
of which he is a member.
COMPENSATION OF TRUSTEES
The following table lists the compensation paid to each of the Trustees
by the Trust and Fund Complex during the Trust's fiscal year ended October 31,
2001. For purposes of this table, "Fund Complex" includes all funds that have a
common or affiliated investment adviser.
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COMPENSATION TABLE*
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AGGREGATE COMPENSATION TOTAL COMPENSATION FROM THE
TRUSTEE FROM THE TRUST TRUST AND FUND COMPLEX
--------------------------------------------------------------------------------
Charles Hugel $20,000 $20,000
Richard Nenneman $20,000 $20,000
Richard Phelps $20,000 $20,000
------- -------
Total $60,000 $60,000
======= =======
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* Includes an annual retainer and an attendance fee for each meeting attended.
The Trust has no retirement or pension plan for its Trustees or officers. Mr.
McClintock does not receive compensation from either the Trust or the Fund
Complex in his capacity as Trustee. Mr. Phelps also received compensation for
serving as Director to the Babson-Stewart Ivory International Fund, which is
sub-advised by Babson-Stewart Ivory International, sub-adviser to the
International Fund and the Emerging Markets Fund.
INFORMATION ABOUT THE EXECUTIVE OFFICERS
The executive officers of the Trust are employees of David L. Babson &
Company Inc. or its affiliates. Certain information for the officers, including
their employment information for the last five years, is listed in the chart
that follows. Except as otherwise noted, each individual has held the office
indicated or other offices in the same organization for at least five years.
-------------------- ---------- ------------------------------------------------
NAME, AGE POSITION PRINCIPAL OCCUPATION
-------------------- ---------- ------------------------------------------------
FRANK L. TARANTINO President Managing Director, Chief Financial Officer and
age 57 Director of David L. Babson & Company
Inc.,1997-present. Director, President,
Treasurer and Clerk of Babson Securities Corp.,
1997-present. President, Liberty Securities
Corporation, 1994-1997.
-------------------- ---------- ------------------------------------------------
DEANNE DUPONT Treasurer Managing Director and Treasurer of David L.
age 47 Babson & Company Inc.
-------------------- ---------- ------------------------------------------------
JOHN E. DEITELBAUM Clerk Second Vice President and Associate General
age 33 Counsel (2000- present), MassMutual; Assistant
Clerk, Babson Securities Corp. (1999-present);
Counsel (2000-present), Assistant Clerk
(1999-present), Vice President and General
Counsel (1998-1999), David L. Babson & Company
Inc.; Counsel, MassMutual (1996-1998);
Associate, Day, Berry & Howard (law firm)
(1993-1996).
-------------------- ---------- ------------------------------------------------
MARY ELLEN WESNESKI Vice Managing Director of David L. Babson & Company
age 51 President Inc. (1999-present); Senior Manager, Deloitte &
Touche LLP, (1996-1999); Vice President, BayBank
Investment Management, Inc. (1994-1996).
-------------------- ---------- ------------------------------------------------
The mailing address of each of the officers is c/o David L. Babson &
Company Inc., One Memorial Drive, Cambridge MA 02142.
The Board of Trustees recommends that Shareholders of the Trust vote
FOR the election of each nominee.
ADDITIONAL INFORMATION
INVESTMENT ADVISER, UNDERWRITER AND ADMINISTRATOR
INVESTMENT ADVISER: The Trust's investment adviser, David L. Babson &
Company Inc. has its principal offices at One Memorial Drive, Cambridge,
Massachusetts 02142, and 1295 State Street, Springfield, Massachusetts 01111.
Babson is a wholly-owned subsidiary of DLB Acquisition Corp., a
9
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. Babson has entered into separate sub-advisory
agreements with Babson-Stewart Ivory International ("BSII") with respect to the
management of the investment portfolios of the International Fund and the
Emerging Markets Fund. BSII is a Massachusetts general partnership that is owned
50% by Babson and 50% by Stewart Ivory & Co. (International) Ltd., a member of
the Colonial First State UK Group and a wholly owned, indirect subsidiary of the
Commonwealth Bank of Australia. BSII has its principal office at One Memorial
Drive, Cambridge, MA 02142.
UNDERWRITER: Babson Securities Corp. ("BSC"), a wholly-owned subsidiary
of Babson, serves as the principal underwriter of the Funds. BSC has its
principal office at One Memorial Drive, Cambridge, Massachusetts 02142.
ADMINISTRATOR: Investors Bank and Trust Company ("IBT") serves as
Administrator of the Funds. IBT's principal business address is 200 Clarendon
Street, Boston MA 02116.
OTHER BUSINESS
While the Special 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 that 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 Special Meeting, and on all procedural matters
at said Special 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
shareholder 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 to introduce at such special
meetings, provided, among other things, that such proposal must be 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 CARD IN THE
ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
10
PROXY CARD
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
OF THE DLB FUND GROUP
FOR THE
DLB FIXED INCOME FUND
The undersigned hereby appoints Frank L. Tarantino and John E. Deitelbaum, and
each of them, attorneys-in-fact and proxies of the undersigned, with full power
of substitution and revocation, to attend a Special Meeting of Shareholders of
the DLB Fixed Income Fund to be held January 10, 2002 at 9:30 a.m., Eastern
time, at the principal offices of the Trust at One Memorial Drive, Cambridge, MA
and at all adjournments thereof (the "Special Meeting"), and to vote the shares
entitled to be voted by the undersigned at the Special Meeting and any
adjournments thereof for the election of Trustees.
The undersigned hereby acknowledges receipt of the Notice of Special Meeting of
Shareholders and related Proxy Statement, and hereby instructs said attorneys
and proxies to vote said shares as indicated hereon. In their discretion, the
aforementioned attorneys-in-fact and proxies are authorized to vote upon such
other matters, if any, as may properly come before the Special Meeting.
This Proxy is solicited on behalf of the Board of Trustees which recommends a
vote FOR electing all nominees for Trustee. This proxy, if properly executed,
will be voted in the manner directed by the undersigned shareholder. IF NO
DIRECTION IS MADE, THE PROXY WILL BE VOTED FOR THE PROPOSAL TO ELECT THE
NOMINEES AS TRUSTEES.
PLEASE MARK YOUR PROXY (BY PLACING AN "X" IN THE APPROPRIATE BOX), DATE AND SIGN
IT AND RETURN IT PROMPTLY IN THE ACCOMPANYING ENVELOPE.
1. TO ELECT THE FOLLOWING NOMINEES AS TRUSTEES OF THE TRUST:
Kevin M. McClintock
Steven A. Kandarian
[_] For electing all nominees listed above.
[_] For electing all nominees listed above, except as specified below to the
contrary. To withhold authority to vote for any individual nominee, write that
nominee's name below.
Instructions: To withhold authority to vote for any individual nominee,
write the nominee's name here: __________________________________________
[_] Withhold authority for all nominees listed.
[Insert Shareholder Name and Address here]
Shareholder Signature(s):_________________________________ Date: _____________
Print Name: _____________________________________________
Title (if applicable): ___________________________________
Shareholder Signature(s):_________________________________ Date: _____________
Print Name: _____________________________________________
Title (if applicable): ___________________________________
Please sign exactly as your name or names appear. When signing as a joint
tenant, all parties to the joint tenancy should sign. When signing as an
attorney, executor, administrator, corporate officer, trustee or guardian,
please give your full title as such.
PLEASE RETURN THE COMPLETED, DATED AND SIGNED PROXY CARD IN THE ENCLOSED
ENVELOPE.
PROXY CARD
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
OF THE DLB FUND GROUP
FOR THE
DLB HIGH YIELD FUND
The undersigned hereby appoints Frank L. Tarantino and John E. Deitelbaum, and
each of them, attorneys-in-fact and proxies of the undersigned, with full power
of substitution and revocation, to attend a Special Meeting of Shareholders of
the DLB High Yield Fund to be held January 10, 2002 at 9:30 a.m., Eastern time,
at the principal offices of the Trust at One Memorial Drive, Cambridge, MA and
at all adjournments thereof (the "Special Meeting"), and to vote the shares
entitled to be voted by the undersigned at the Special Meeting and any
adjournments thereof for the election of Trustees.
The undersigned hereby acknowledges receipt of the Notice of Special Meeting of
Shareholders and related Proxy Statement, and hereby instructs said attorneys
and proxies to vote said shares as indicated hereon. In their discretion, the
aforementioned attorneys-in-fact and proxies are authorized to vote upon such
other matters, if any, as may properly come before the Special Meeting.
This Proxy is solicited on behalf of the Board of Trustees which recommends a
vote FOR electing all nominees for Trustee. This proxy, if properly executed,
will be voted in the manner directed by the undersigned shareholder. IF NO
DIRECTION IS MADE, THE PROXY WILL BE VOTED FOR THE PROPOSAL TO ELECT THE
NOMINEES AS TRUSTEES.
PLEASE MARK YOUR PROXY (BY PLACING AN "X" IN THE APPROPRIATE BOX), DATE AND SIGN
IT AND RETURN IT PROMPTLY IN THE ACCOMPANYING ENVELOPE.
1. TO ELECT THE FOLLOWING NOMINEES AS TRUSTEES OF THE TRUST:
Kevin M. McClintock
Steven A. Kandarian
[_] For electing all nominees listed above.
[ ] For electing all nominees listed above, except as specified below to the
contrary. To withhold authority to vote for any individual nominee, write that
nominee's name below.
Instructions: To withhold authority to vote for any individual nominee,
write the nominee's name here: __________________________________________
[_] Withhold authority for all nominees listed.
[Insert Shareholder Name and Address here]
Shareholder Signature(s):_________________________________ Date: _____________
Print Name: _____________________________________________
Title (if applicable): ___________________________________
Shareholder Signature(s):_________________________________ Date: _____________
Print Name: _____________________________________________
Title (if applicable): ___________________________________
Please sign exactly as your name or names appear. When signing as a joint
tenant, all parties to the joint tenancy should sign. When signing as an
attorney, executor, administrator, corporate officer, trustee or guardian,
please give your full title as such.
PLEASE RETURN THE COMPLETED, DATED AND SIGNED PROXY CARD IN THE ENCLOSED
ENVELOPE.
PROXY CARD
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
OF THE DLB FUND GROUP
FOR THE
DLB VALUE FUND
The undersigned hereby appoints Frank L. Tarantino and John E. Deitelbaum, and
each of them, attorneys-in-fact and proxies of the undersigned, with full power
of substitution and revocation, to attend a Special Meeting of Shareholders of
the DLB Value Fund to be held January 10, 2002 at 9:30 a.m., Eastern time, at
the principal offices of the Trust at One Memorial Drive, Cambridge, MA and at
all adjournments thereof (the "Special Meeting"), and to vote the shares
entitled to be voted by the undersigned at the Special Meeting and any
adjournments thereof for the election of Trustees.
The undersigned hereby acknowledges receipt of the Notice of Special Meeting of
Shareholders and related Proxy Statement, and hereby instructs said attorneys
and proxies to vote said shares as indicated hereon. In their discretion, the
aforementioned attorneys-in-fact and proxies are authorized to vote upon such
other matters, if any, as may properly come before the Special Meeting.
This Proxy is solicited on behalf of the Board of Trustees which recommends a
vote FOR electing all nominees for Trustee. This proxy, if properly executed,
will be voted in the manner directed by the undersigned shareholder. IF NO
DIRECTION IS MADE, THE PROXY WILL BE VOTED FOR THE PROPOSAL TO ELECT THE
NOMINEES AS TRUSTEES.
PLEASE MARK YOUR PROXY (BY PLACING AN "X" IN THE APPROPRIATE BOX), DATE AND SIGN
IT AND RETURN IT PROMPTLY IN THE ACCOMPANYING ENVELOPE.
1. TO ELECT THE FOLLOWING NOMINEES AS TRUSTEES OF THE TRUST:
Kevin M. McClintock
Steven A. Kandarian
[_] For electing all nominees listed above.
[_] For electing all nominees listed above, except as specified below to the
contrary. To withhold authority to vote for any individual nominee, write that
nominee's name below.
Instructions: To withhold authority to vote for any individual nominee,
write the nominee's name here: __________________________________________
[_] Withhold authority for all nominees listed.
[Insert Shareholder Name and Address here]
Shareholder Signature(s):_________________________________ Date: _____________
Print Name: _____________________________________________
Title (if applicable): ___________________________________
Shareholder Signature(s):_________________________________ Date: _____________
Print Name: _____________________________________________
Title (if applicable): ___________________________________
Please sign exactly as your name or names appear. When signing as a joint
tenant, all parties to the joint tenancy should sign. When signing as an
attorney, executor, administrator, corporate officer, trustee or guardian,
please give your full title as such.
PLEASE RETURN THE COMPLETED, DATED AND SIGNED PROXY CARD IN THE ENCLOSED
ENVELOPE.
PROXY CARD
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE
DLB FUND GROUP
FOR THE
DLB CORE GROWTH FUND
The undersigned hereby appoints Frank L. Tarantino and John E. Deitelbaum, and
each of them, attorneys-in-fact and proxies of the undersigned, with full power
of substitution and revocation, to attend a Special Meeting of Shareholders of
the DLB Core Growth Fund to be held January 10, 2002 at 9:30 a.m., Eastern time,
at the principal offices of the Trust at One Memorial Drive, Cambridge, MA and
at all adjournments thereof (the "Special Meeting"), and to vote the shares
entitled to be voted by the undersigned at the Special Meeting and any
adjournments thereof for the election of Trustees.
The undersigned hereby acknowledges receipt of the Notice of Special Meeting of
Shareholders and related Proxy Statement, and hereby instructs said attorneys
and proxies to vote said shares as indicated hereon. In their discretion, the
aforementioned attorneys-in-fact and proxies are authorized to vote upon such
other matters, if any, as may properly come before the Special Meeting.
This Proxy is solicited on behalf of the Board of Trustees which recommends a
vote FOR electing all nominees for Trustee. This proxy, if properly executed,
will be voted in the manner directed by the undersigned shareholder. IF NO
DIRECTION IS MADE, THE PROXY WILL BE VOTED FOR THE PROPOSAL TO ELECT THE
NOMINEES AS TRUSTEES.
PLEASE MARK YOUR PROXY (BY PLACING AN "X" IN THE APPROPRIATE BOX), DATE AND SIGN
IT AND RETURN IT PROMPTLY IN THE ACCOMPANYING ENVELOPE.
1. TO ELECT THE FOLLOWING NOMINEES AS TRUSTEES OF THE TRUST:
Kevin M. McClintock
Steven A. Kandarian
[_] For electing all nominees listed above.
[ ] For electing all nominees listed above, except as specified below to the
contrary. To withhold authority to vote for any individual nominee, write that
nominee's name below.
Instructions: To withhold authority to vote for any individual nominee,
write the nominee's name here: __________________________________________
[_] Withhold authority for all nominees listed.
[Insert Shareholder Name and Address here]
Shareholder Signature(s):_________________________________ Date: _____________
Print Name: _____________________________________________
Title (if applicable): ___________________________________
Shareholder Signature(s):_________________________________ Date: _____________
Print Name: _____________________________________________
Title (if applicable): ___________________________________
Please sign exactly as your name or names appear. When signing as a joint
tenant, all parties to the joint tenancy should sign. When signing as an
attorney, executor, administrator, corporate officer, trustee or guardian,
please give your full title as such.
PLEASE RETURN THE COMPLETED, DATED AND SIGNED PROXY CARD IN THE ENCLOSED
ENVELOPE.
PROXY CARD
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
OF THE DLB FUND GROUP
FOR THE
DLB ENHANCED INDEX CORE EQUITY FUND
The undersigned hereby appoints Frank L. Tarantino and John E. Deitelbaum, and
each of them, attorneys-in-fact and proxies of the undersigned, with full power
of substitution and revocation, to attend a Special Meeting of Shareholders of
the DLB Enhanced Index Core Equity Fund to be held January 10, 2002 at 9:30
a.m., Eastern time, at the principal offices of the Trust at One Memorial Drive,
Cambridge, MA and at all adjournments thereof (the "Special Meeting"), and to
vote the shares entitled to be voted by the undersigned at the Special Meeting
and any adjournments thereof for the election of Trustees.
The undersigned hereby acknowledges receipt of the Notice of Special Meeting of
Shareholders and related Proxy Statement, and hereby instructs said attorneys
and proxies to vote said shares as indicated hereon. In their discretion, the
aforementioned attorneys-in-fact and proxies are authorized to vote upon such
other matters, if any, as may properly come before the Special Meeting.
This Proxy is solicited on behalf of the Board of Trustees which recommends a
vote FOR electing all nominees for Trustee. This proxy, if properly executed,
will be voted in the manner directed by the undersigned shareholder. IF NO
DIRECTION IS MADE, THE PROXY WILL BE VOTED FOR THE PROPOSAL TO ELECT THE
NOMINEES AS TRUSTEES.
PLEASE MARK YOUR PROXY (BY PLACING AN "X" IN THE APPROPRIATE BOX), DATE AND SIGN
IT AND RETURN IT PROMPTLY IN THE ACCOMPANYING ENVELOPE.
1. TO ELECT THE FOLLOWING NOMINEES AS TRUSTEES OF THE TRUST:
Kevin M. McClintock
Steven A. Kandarian
[_] For electing all nominees listed above.
[_] For electing all nominees listed above, except as specified below to the
contrary. To withhold authority to vote for any individual nominee, write that
nominee's name below.
Instructions: To withhold authority to vote for any individual nominee,
write the nominee's name here: __________________________________________
[_] Withhold authority for all nominees listed.
[Insert Shareholder Name and Address here]
Shareholder Signature(s):_________________________________ Date: _____________
Print Name: _____________________________________________
Title (if applicable): ___________________________________
Shareholder Signature(s):_________________________________ Date: _____________
Print Name: _____________________________________________
Title (if applicable): ___________________________________
Please sign exactly as your name or names appear. When signing as a joint
tenant, all parties to the joint tenancy should sign. When signing as an
attorney, executor, administrator, corporate officer, trustee or guardian,
please give your full title as such.
PLEASE RETURN THE COMPLETED, DATED AND SIGNED PROXY CARD IN THE ENCLOSED
ENVELOPE.
PROXY CARD
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
OF THE DLB FUND GROUP
FOR THE
DLB ENHANCED INDEX GROWTH FUND
The undersigned hereby appoints Frank L. Tarantino and John E. Deitelbaum, and
each of them, attorneys-in-fact and proxies of the undersigned, with full power
of substitution and revocation, to attend a Special Meeting of Shareholders of
the DLB Enhanced Index Growth Fund to be held January 10, 2002 at 9:30 a.m.,
Eastern time, at the principal offices of the Trust at One Memorial Drive,
Cambridge, MA and at all adjournments thereof (the "Special Meeting"), and to
vote the shares entitled to be voted by the undersigned at the Special Meeting
and any adjournments thereof for the election of Trustees.
The undersigned hereby acknowledges receipt of the Notice of Special Meeting of
Shareholders and related Proxy Statement, and hereby instructs said attorneys
and proxies to vote said shares as indicated hereon. In their discretion, the
aforementioned attorneys-in-fact and proxies are authorized to vote upon such
other matters, if any, as may properly come before the Special Meeting.
This Proxy is solicited on behalf of the Board of Trustees which recommends a
vote FOR electing all nominees for Trustee. This proxy, if properly executed,
will be voted in the manner directed by the undersigned shareholder. IF NO
DIRECTION IS MADE, THE PROXY WILL BE VOTED FOR THE PROPOSAL TO ELECT THE
NOMINEES AS TRUSTEES.
PLEASE MARK YOUR PROXY (BY PLACING AN "X" IN THE APPROPRIATE BOX), DATE AND SIGN
IT AND RETURN IT PROMPTLY IN THE ACCOMPANYING ENVELOPE.
1. TO ELECT THE FOLLOWING NOMINEES AS TRUSTEES OF THE TRUST:
Kevin M. McClintock
Steven A. Kandarian
[_] For electing all nominees listed above.
[ ] For electing all nominees listed above, except as specified below to the
contrary. To withhold authority to vote for any individual nominee, write that
nominee's name below.
Instructions: To withhold authority to vote for any individual nominee,
write the nominee's name here: __________________________________________
[_] Withhold authority for all nominees listed.
[Insert Shareholder Name and Address here]
Shareholder Signature(s):_________________________________ Date: _____________
Print Name: _____________________________________________
Title (if applicable): ___________________________________
Shareholder Signature(s):_________________________________ Date: _____________
Print Name: _____________________________________________
Title (if applicable): ___________________________________
Please sign exactly as your name or names appear. When signing as a joint
tenant, all parties to the joint tenancy should sign. When signing as an
attorney, executor, administrator, corporate officer, trustee or guardian,
please give your full title as such.
PLEASE RETURN THE COMPLETED, DATED AND SIGNED PROXY CARD IN THE ENCLOSED
ENVELOPE.
PROXY CARD
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
OF THE DLB FUND GROUP
FOR THE
DLB ENHANCED INDEX VALUE FUND
The undersigned hereby appoints Frank L. Tarantino and John E. Deitelbaum, and
each of them, attorneys-in-fact and proxies of the undersigned, with full power
of substitution and revocation, to attend a Special Meeting of Shareholders of
the DLB Enhanced Index Value Fund to be held January 10, 2002 at 9:30 a.m.,
Eastern time, at the principal offices of the Trust at One Memorial Drive,
Cambridge, MA and at all adjournments thereof (the "Special Meeting"), and to
vote the shares entitled to be voted by the undersigned at the Special Meeting
and any adjournments thereof for the election of Trustees.
The undersigned hereby acknowledges receipt of the Notice of Special Meeting of
Shareholders and related Proxy Statement, and hereby instructs said attorneys
and proxies to vote said shares as indicated hereon. In their discretion, the
aforementioned attorneys-in-fact and proxies are authorized to vote upon such
other matters, if any, as may properly come before the Special Meeting.
This Proxy is solicited on behalf of the Board of Trustees which recommends a
vote FOR electing all nominees for Trustee. This proxy, if properly executed,
will be voted in the manner directed by the undersigned shareholder. IF NO
DIRECTION IS MADE, THE PROXY WILL BE VOTED FOR THE PROPOSAL TO ELECT THE
NOMINEES AS TRUSTEES.
PLEASE MARK YOUR PROXY (BY PLACING AN "X" IN THE APPROPRIATE BOX), DATE AND SIGN
IT AND RETURN IT PROMPTLY IN THE ACCOMPANYING ENVELOPE.
1. TO ELECT THE FOLLOWING NOMINEES AS TRUSTEES OF THE TRUST:
Kevin M. McClintock
Steven A. Kandarian
[_] For electing all nominees listed above.
[ ] For electing all nominees listed above, except as specified below to the
contrary. To withhold authority to vote for any individual nominee, write that
nominee's name below.
Instructions: To withhold authority to vote for any individual nominee,
write the nominee's name here: __________________________________________
[_] Withhold authority for all nominees listed.
[Insert Shareholder Name and Address here]
Shareholder Signature(s):_________________________________ Date: _____________
Print Name: _____________________________________________
Title (if applicable): ___________________________________
Shareholder Signature(s):_________________________________ Date: _____________
Print Name: _____________________________________________
Title (if applicable): ___________________________________
Please sign exactly as your name or names appear. When signing as a joint
tenant, all parties to the joint tenancy should sign. When signing as an
attorney, executor, administrator, corporate officer, trustee or guardian,
please give your full title as such.
PLEASE RETURN THE COMPLETED, DATED AND SIGNED PROXY CARD IN THE ENCLOSED
ENVELOPE.
PROXY CARD
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
OF THE DLB FUND GROUP
FOR THE
DLB TECHNOLOGY FUND
The undersigned hereby appoints Frank L. Tarantino and John E. Deitelbaum, and
each of them, attorneys-in-fact and proxies of the undersigned, with full power
of substitution and revocation, to attend a Special Meeting of Shareholders of
the DLB Technology Fund to be held January 10, 2002 at 9:30 a.m., Eastern time,
at the principal offices of the Trust at One Memorial Drive, Cambridge, MA and
at all adjournments thereof (the "Special Meeting"), and to vote the shares
entitled to be voted by the undersigned at the Special Meeting and any
adjournments thereof for the election of Trustees.
The undersigned hereby acknowledges receipt of the Notice of Special Meeting of
Shareholders and related Proxy Statement, and hereby instructs said attorneys
and proxies to vote said shares as indicated hereon. In their discretion, the
aforementioned attorneys-in-fact and proxies are authorized to vote upon such
other matters, if any, as may properly come before the Special Meeting.
This Proxy is solicited on behalf of the Board of Trustees which recommends a
vote FOR electing all nominees for Trustee. This proxy, if properly executed,
will be voted in the manner directed by the undersigned shareholder. IF NO
DIRECTION IS MADE, THE PROXY WILL BE VOTED FOR THE PROPOSAL TO ELECT THE
NOMINEES AS TRUSTEES.
PLEASE MARK YOUR PROXY (BY PLACING AN "X" IN THE APPROPRIATE BOX), DATE AND SIGN
IT AND RETURN IT PROMPTLY IN THE ACCOMPANYING ENVELOPE.
1. TO ELECT THE FOLLOWING NOMINEES AS TRUSTEES OF THE TRUST:
Kevin M. McClintock
Steven A. Kandarian
[_] For electing all nominees listed above.
[_] For electing all nominees listed above, except as specified below to the
contrary. To withhold authority to vote for any individual nominee, write that
nominee's name below.
Instructions: To withhold authority to vote for any individual nominee,
write the nominee's name here: __________________________________________
[_] Withhold authority for all nominees listed.
[Insert Shareholder Name and Address here]
Shareholder Signature(s):_________________________________ Date: _____________
Print Name: _____________________________________________
Title (if applicable): ___________________________________
Shareholder Signature(s):_________________________________ Date: _____________
Print Name: _____________________________________________
Title (if applicable): ___________________________________
Please sign exactly as your name or names appear. When signing as a joint
tenant, all parties to the joint tenancy should sign. When signing as an
attorney, executor, administrator, corporate officer, trustee or guardian,
please give your full title as such.
PLEASE RETURN THE COMPLETED, DATED AND SIGNED PROXY CARD IN THE ENCLOSED
ENVELOPE.
PROXY CARD
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
OF THE DLB FUND GROUP
FOR THE
DLB SMALL COMPANY OPPORTUNITES FUND
The undersigned hereby appoints Frank L. Tarantino and John E. Deitelbaum, and
each of them, attorneys-in-fact and proxies of the undersigned, with full power
of substitution and revocation, to attend a Special Meeting of Shareholders of
the DLB Small Company Opportunities Fund to be held January 10, 2002 at 9:30
a.m., Eastern time, at the principal offices of the Trust at One Memorial Drive,
Cambridge, MA and at all adjournments thereof (the "Special Meeting"), and to
vote the shares entitled to be voted by the undersigned at the Special Meeting
and any adjournments thereof for the election of Trustees.
The undersigned hereby acknowledges receipt of the Notice of Special Meeting of
Shareholders and related Proxy Statement, and hereby instructs said attorneys
and proxies to vote said shares as indicated hereon. In their discretion, the
aforementioned attorneys-in-fact and proxies are authorized to vote upon such
other matters, if any, as may properly come before the Special Meeting.
This Proxy is solicited on behalf of the Board of Trustees which recommends a
vote FOR electing all nominees for Trustee. This proxy, if properly executed,
will be voted in the manner directed by the undersigned shareholder. IF NO
DIRECTION IS MADE, THE PROXY WILL BE VOTED FOR THE PROPOSAL TO ELECT THE
NOMINEES AS TRUSTEES.
PLEASE MARK YOUR PROXY (BY PLACING AN "X" IN THE APPROPRIATE BOX), DATE AND SIGN
IT AND RETURN IT PROMPTLY IN THE ACCOMPANYING ENVELOPE.
1. TO ELECT THE FOLLOWING NOMINEES AS TRUSTEES OF THE TRUST:
Kevin M. McClintock
Steven A. Kandarian
[_] For electing all nominees listed above.
[_] For electing all nominees listed above, except as specified below to the
contrary. To withhold authority to vote for any individual nominee, write that
nominee's name below.
Instructions: To withhold authority to vote for any individual nominee,
write the nominee's name here: __________________________________________
[_] Withhold authority for all nominees listed.
[Insert Shareholder Name and Address here]
Shareholder Signature(s):_________________________________ Date: _____________
Print Name: _____________________________________________
Title (if applicable): ___________________________________
Shareholder Signature(s):_________________________________ Date: _____________
Print Name: _____________________________________________
Title (if applicable): ___________________________________
Please sign exactly as your name or names appear. When signing as a joint
tenant, all parties to the joint tenancy should sign. When signing as an
attorney, executor, administrator, corporate officer, trustee or guardian,
please give your full title as such.
PLEASE RETURN THE COMPLETED, DATED AND SIGNED PROXY CARD IN THE ENCLOSED
ENVELOPE.
PROXY CARD
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
OF THE DLB FUND GROUP
FOR THE
DLB SMALL CAPITALIZATION VALUE FUND
The undersigned hereby appoints Frank L. Tarantino and John E. Deitelbaum, and
each of them, attorneys-in-fact and proxies of the undersigned, with full power
of substitution and revocation, to attend a Special Meeting of Shareholders of
the DLB Small Capitalization Value Fund to be held January 10, 2002 at 9:30
a.m., Eastern time, at the principal offices of the Trust at One Memorial Drive,
Cambridge, MA and at all adjournments thereof (the "Special Meeting"), and to
vote the shares entitled to be voted by the undersigned at the Special Meeting
and any adjournments thereof for the election of Trustees.
The undersigned hereby acknowledges receipt of the Notice of Special Meeting of
Shareholders and related Proxy Statement, and hereby instructs said attorneys
and proxies to vote said shares as indicated hereon. In their discretion, the
aforementioned attorneys-in-fact and proxies are authorized to vote upon such
other matters, if any, as may properly come before the Special Meeting.
This Proxy is solicited on behalf of the Board of Trustees which recommends a
vote FOR electing all nominees for Trustee. This proxy, if properly executed,
will be voted in the manner directed by the undersigned shareholder. IF NO
DIRECTION IS MADE, THE PROXY WILL BE VOTED FOR THE PROPOSAL TO ELECT THE
NOMINEES AS TRUSTEES.
PLEASE MARK YOUR PROXY (BY PLACING AN "X" IN THE APPROPRIATE BOX), DATE AND SIGN
IT AND RETURN IT PROMPTLY IN THE ACCOMPANYING ENVELOPE.
1. TO ELECT THE FOLLOWING NOMINEES AS TRUSTEES OF THE TRUST:
Kevin M. McClintock
Steven A. Kandarian
[_] For electing all nominees listed above.
[_] For electing all nominees listed above, except as specified below to the
contrary. To withhold authority to vote for any individual nominee, write that
nominee's name below.
Instructions: To withhold authority to vote for any individual nominee,
write the nominee's name here: ___________________________________________
[_] Withhold authority for all nominees listed.
[Insert Shareholder Name and Address here]
Shareholder Signature(s):_________________________________ Date: _____________
Print Name: _____________________________________________
Title (if applicable): ___________________________________
Shareholder Signature(s):_________________________________ Date: _____________
Print Name: _____________________________________________
Title (if applicable): ___________________________________
Please sign exactly as your name or names appear. When signing as a joint
tenant, all parties to the joint tenancy should sign. When signing as an
attorney, executor, administrator, corporate officer, trustee or guardian,
please give your full title as such.
PLEASE RETURN THE COMPLETED, DATED AND SIGNED PROXY CARD IN THE ENCLOSED
ENVELOPE.
PROXY CARD
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
OF THE DLB FUND GROUP
FOR THE
DLB STEWART IVORY INTERNATIONAL FUND
The undersigned hereby appoints Frank L. Tarantino and John E. Deitelbaum, and
each of them, attorneys-in-fact and proxies of the undersigned, with full power
of substitution and revocation, to attend a Special Meeting of Shareholders of
the DLB Stewart Ivory International Fund to be held January 10, 2002 at 9:30
a.m., Eastern time, at the principal offices of the Trust at One Memorial Drive,
Cambridge, MA and at all adjournments thereof (the "Special Meeting"), and to
vote the shares entitled to be voted by the undersigned at the Special Meeting
and any adjournments thereof for the election of Trustees.
The undersigned hereby acknowledges receipt of the Notice of Special Meeting of
Shareholders and related Proxy Statement, and hereby instructs said attorneys
and proxies to vote said shares as indicated hereon. In their discretion, the
aforementioned attorneys-in-fact and proxies are authorized to vote upon such
other matters, if any, as may properly come before the Special Meeting.
This Proxy is solicited on behalf of the Board of Trustees which recommends a
vote FOR electing all nominees for Trustee. This proxy, if properly executed,
will be voted in the manner directed by the undersigned shareholder. IF NO
DIRECTION IS MADE, THE PROXY WILL BE VOTED FOR THE PROPOSAL TO ELECT THE
NOMINEES AS TRUSTEES.
PLEASE MARK YOUR PROXY (BY PLACING AN "X" IN THE APPROPRIATE BOX), DATE AND SIGN
IT AND RETURN IT PROMPTLY IN THE ACCOMPANYING ENVELOPE.
1. TO ELECT THE FOLLOWING NOMINEES AS TRUSTEES OF THE TRUST:
Kevin M. McClintock
Steven A. Kandarian
[_] For electing all nominees listed above.
[ ] For electing all nominees listed above, except as specified below to the
contrary. To withhold authority to vote for any individual nominee, write that
nominee's name below.
Instructions: To withhold authority to vote for any individual nominee,
write the nominee's name here: __________________________________________
[_] Withhold authority for all nominees listed.
[Insert Shareholder Name and Address here]
Shareholder Signature(s):_________________________________ Date: _____________
Print Name: _____________________________________________
Title (if applicable): ___________________________________
Shareholder Signature(s):_________________________________ Date: _____________
Print Name: _____________________________________________
Title (if applicable): ___________________________________
Please sign exactly as your name or names appear. When signing as a joint
tenant, all parties to the joint tenancy should sign. When signing as an
attorney, executor, administrator, corporate officer, trustee or guardian,
please give your full title as such.
PLEASE RETURN THE COMPLETED, DATED AND SIGNED PROXY CARD IN THE ENCLOSED
ENVELOPE.
PROXY CARD
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
OF THE DLB FUND GROUP
FOR THE
DLB STEWART IVORY EMERGING MARKETS FUND
The undersigned hereby appoints Frank L. Tarantino and John E. Deitelbaum, and
each of them, attorneys-in-fact and proxies of the undersigned, with full power
of substitution and revocation, to attend a Special Meeting of Shareholders of
the DLB Stewart Ivory Emerging Markets Fund to be held January 10, 2002 at 9:30
a.m., Eastern time, at the principal offices of the Trust at One Memorial Drive,
Cambridge, MA and at all adjournments thereof (the "Special Meeting"), and to
vote the shares entitled to be voted by the undersigned at the Special Meeting
and any adjournments thereof for the election of Trustees.
The undersigned hereby acknowledges receipt of the Notice of Special Meeting of
Shareholders and related Proxy Statement, and hereby instructs said attorneys
and proxies to vote said shares as indicated hereon. In their discretion, the
aforementioned attorneys-in-fact and proxies are authorized to vote upon such
other matters, if any, as may properly come before the Special Meeting.
This Proxy is solicited on behalf of the Board of Trustees which recommends a
vote FOR electing all nominees for Trustee. This proxy, if properly executed,
will be voted in the manner directed by the undersigned shareholder. IF NO
DIRECTION IS MADE, THE PROXY WILL BE VOTED FOR THE PROPOSAL TO ELECT THE
NOMINEES AS TRUSTEES.
PLEASE MARK YOUR PROXY (BY PLACING AN "X" IN THE APPROPRIATE BOX), DATE AND SIGN
IT AND RETURN IT PROMPTLY IN THE ACCOMPANYING ENVELOPE.
1. TO ELECT THE FOLLOWING NOMINEES AS TRUSTEES OF THE TRUST:
Kevin M. McClintock
Steven A. Kandarian
[_] For electing all nominees listed above.
[_] For electing all nominees listed above, except as specified below to the
contrary. To withhold authority to vote for any individual nominee, write that
nominee's name below.
Instructions: To withhold authority to vote for any individual nominee,
write the nominee's name here: __________________________________________
[_] Withhold authority for all nominees listed.
[Insert Shareholder Name and Address here]
Shareholder Signature(s):_________________________________ Date: _____________
Print Name: _____________________________________________
Title (if applicable): ___________________________________
Shareholder Signature(s):_________________________________ Date: _____________
Print Name: _____________________________________________
Title (if applicable): ___________________________________
Please sign exactly as your name or names appear. When signing as a joint
tenant, all parties to the joint tenancy should sign. When signing as an
attorney, executor, administrator, corporate officer, trustee or guardian,
please give your full title as such.
PLEASE RETURN THE COMPLETED, DATED AND SIGNED PROXY CARD IN THE ENCLOSED
ENVELOPE.