EXHIBIT 23(h)(12)
-----------------
AMENDED AND RESTATED
FEE WAIVER AND EXPENSE LIMITATION AGREEMENT
-------------------------------------------
THIS AGREEMENT is made as of December 18, 2000, between XXXXX X. XXXXXX
& COMPANY INC., a Massachusetts corporation (the "Advisor") and THE DLB FUND
GROUP, a Massachusetts business trust (the "Trust").
1. Recitals. The Trust has been organized to serve as an investment vehicle
primarily for certain large institutional and private client accounts, and both
the Trust and the Advisor believe that they and the Trust's shareholders would
benefit if each series of the Trust constituting a separate investment portfolio
set forth below (each a "Fund" and, collectively, the "Funds") were to achieve
and maintain an amount of assets sufficiently large to result in economies of
scale for the Fund and sufficient future revenues for the Advisor. Therefore,
the Advisor is agreeing to take certain actions more specifically described
below to reduce or eliminate certain costs otherwise borne by shareholders of
the Funds and to enhance the returns generated for shareholders of the Funds.
2. General Agreement. The Advisor will, until this Agreement is terminated
under Section 4, take one or more of the three actions described in Section 3 to
the extent that the Fund's total annual operating expenses (not including
brokerage commissions, hedging transaction fees and other investment related
costs, extraordinary, non-recurring and certain other unusual expenses such as
litigation expenses and other extraordinary legal expenses, securities lending
fees and expenses and transfer taxes) exceed the percentage of that Fund's
average daily net assets (the "Expense Limitation") set forth in the table
below:
================================================================================
FUND EXPENSE LIMITATION
------------------------------------------- ---------------------------------
DLB Fixed Income Fund 0.55%
------------------------------------------- ---------------------------------
DLB Value Fund 0.80%
------------------------------------------- ---------------------------------
DLB Core Growth Fund 0.80%
------------------------------------------- ---------------------------------
DLB Enhanced Index Core Equity Fund 0.70%
------------------------------------------- ---------------------------------
DLB Enterprise III Fund 0.90%
------------------------------------------- ---------------------------------
DLB Small Company Opportunity Fund 1.30%
------------------------------------------- ---------------------------------
DLB Xxxxxxx Xxxxx International Fund 1.00%
------------------------------------------- ---------------------------------
DLB Xxxxxxx Xxxxx Emerging Markets Fund 1.75%
------------------------------------------- ---------------------------------
DLB High Yield Fund 0.75%
------------------------------------------- ---------------------------------
DLB Technology Fund 1.30%
================================================================================
3. Actions. The Advisor will use its best efforts to cause each Fund to
maintain the expense level described in Section 2 by taking one or more of the
following actions: (i) waiving a portion of its fee under the Management
Contract between the Advisor and the Trust relating to the Fund; (ii)
reimbursing the Fund for expenses exceeding the Expense Limitation; or (iii)
paying directly expenses that may exceed the Expense Limitation.
4. Term. This Agreement shall have an initial term ending on December 31, 2001
and shall automatically be continued thereafter for successive 1-year periods
unless either the Trust or the Advisor terminates this Agreement by giving six
months written notice prior to the next occurring anniversary date to the other
party.
5. Miscellaneous. The Advisor understands and acknowledges that the Trust
intends to rely on this Agreement, including in connection with the preparation
and printing of the Trust's prospectuses and its daily calculation of each
Fund's net asset value.
6. Disclaimer of Liability. A copy of the Agreement and the Declaration of
Trust of the Trust is on file with the Secretary of The Commonwealth of
Massachusetts, and notice is hereby given that this instrument is executed on
behalf of the Board of Trustees of the Trust as Trustees and not individually
and that the obligations of this instrument are not binding upon any of the
Trustees or shareholders individually but are binding upon the assets and
property of the Trust; provided, however, that the Agreement and Declaration of
Trust of the Trust provides that the assets of a particular series of the Trust
shall under no circumstances be charged with liabilities attributable to any
other series of the Trust and that all persons extending credit to, or
contracting with or having any claim against a particular series of the Trust
shall look only to the assets of that particular series for payment of such
credit, contract or claim.
This Agreement constitutes the entire agreement between the Advisor and
the Trust concerning the subject matter hereof and supersedes all prior oral and
written agreements and understandings between the parties concerning such
subject matter.
IN WITNESS WHEREOF, the parties have executed this Agreement on the day
and year first above written.
XXXXX X. XXXXXX & COMPANY INC.
By: ___________________________________
Senior Vice President and Treasurer
DLB FUND GROUP
By: ___________________________________
President
