FORM OF
GENERAL DISTRIBUTOR'S AGREEMENT
BETWEEN
THE DLB FUND GROUP
AND
MML DISTRIBUTORS, LLC
Date: June 24, 2004
MML Distributors, LLC
0000 Xxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Dear Sirs:
THE DLB FUND GROUP, a Massachusetts business trust (the "Trust"), is registered
as an investment company under the Investment Company Act of 1940 (the "1940
Act"), and an indefinite number of one or more classes of shares of beneficial
interest of the series of the Trust as shown on Schedule A have been registered
under the Securities Act of 1933, as amended (the "1933 Act") to be offered for
sale to the public in a continuous public offering in accordance with the terms
and conditions set forth in each series' Prospectus and Statement of Additional
Information ("SAI") included in the Trust's Registration Statement as it may be
amended from time to time (the "current Prospectus and/or SAI"). As used herein,
the term "Fund" refers to each of the series of the Trust described above and
any additional series of the Trust that have Shares which become registered
under the 1933 Act to be offered for sale to the public in a continuous public
offering in accordance with the terms and conditions set forth in such series'
current Prospectus and/or SAI.
In this connection, the Trust desires that your firm (the "General Distributor")
act in a principal capacity as General Distributor for the sale and distribution
of Class N, Class A, Class L, Class Y, and Class S Shares which have been
registered as described above and of any additional Shares of any Fund which may
become registered during the term of this Agreement and as to which you agree to
act as the General Distributor ("Shares"). You have advised the Trust that you
are willing to act as General Distributor on such terms, and it is accordingly
agreed by and between us as follows:
1. Appointment of the Distributor. The Trust hereby appoints you as the sole
General Distributor, pursuant to the aforesaid continuous public offering of its
Shares, and the Trust further agrees from and after the effective date of this
Agreement, that it will not, without your consent, sell or agree to sell any
Shares otherwise than through you, except (a) the Trust may itself sell Shares
without sales charge as an investment to the officers, trustees or directors and
bona fide present and former full-time employees of the Trust, the Trust's
Investment Adviser and affiliates thereof, the Separate Investment Accounts of
the Adviser, and to investors who are identified in the current Prospectus
and/or SAI as having the privilege to buy Shares at net asset value; (b) the
Trust may issue Shares in connection with a merger, consolidation or acquisition
of assets on such basis as may be authorized or permitted under the 1940 Act;
(c) the Trust may issue Shares for the reinvestment of dividends and other
distributions of the Trust or of any Fund if permitted by the current Prospectus
and/or SAI; and (d) the Trust may issue Shares as underlying
securities of a unit investment trust or other registered open-end investment
company (or series thereof) if such unit investment trust or registered open-end
investment company (or series thereof) has elected to use Shares as an
underlying investment.
2. Sale of Shares. You hereby accept such appointment and agree to sell Shares,
provided, however, that when requested by the Trust at any time because of
market or other economic considerations or abnormal circumstances of any kind,
or when agreed to by mutual consent of the Trust and the General Distributor,
you will suspend such efforts. The Trust may also withdraw the offering of
Shares at any time when required by the provisions of any statute, order, rule
or regulation of any governmental body having jurisdiction. It is understood
that you do not undertake to sell all or any specific number of Shares.
3. Sales Charge. Shares shall be sold by you at net asset value plus, if
applicable, a front-end sales charge not in excess of 8.5% of the offering
price, but which front-end sales charge, if any, shall be proportionately
reduced or eliminated for larger sales and under other circumstances, in each
case on the basis set forth in the current Prospectus and/or SAI. The redemption
proceeds of Shares offered and sold at net asset value with or without a
front-end sales charge may be subject to a contingent deferred sales charge
("CDSC") under the circumstances described in the current Prospectus and/or SAI.
For your services as General Distributor of a Fund's Class N or Class A Shares,
the Trust shall pay you the amounts set forth in the relevant Distribution and
Services Plan and Agreement, as amended from time to time, with respect to the
Fund's Class N or Class A shares sold through you. You may reallow such portion
of the front-end sales charge to dealers or cause payment (which may exceed the
front-end sales charge, if any) of commissions to brokers through which sales
are made, as you may determine, and you may pay such amounts to dealers and
brokers on sales of Shares from your own resources (such dealers and brokers
shall collectively include all domestic or foreign institutions eligible to
offer and sell the Shares), and in the event a Fund has more than one class of
Shares outstanding, then you may impose a front-end sales charge and/or a CDSC
on Shares of one class that is different from the charges imposed on Shares of a
Fund's other class(es), in each case as set forth in the current Prospectus
and/or SAI, provided the front-end sales charge and CDSC to the ultimate
purchaser do not exceed the respective levels set forth for such category of
purchaser in the current Prospectus and/or SAI.
4. Purchase of Shares.
(a) As General Distributor, you shall have the right to accept or reject
orders for the purchase of Shares at your discretion. Any consideration
which you may receive in connection with a rejected purchase order will be
returned promptly.
(b) You agree promptly to issue or to cause an agent appointed by you or
the duly appointed transfer or shareholder servicing agent of the Trust to
issue as your agent confirmations of all accepted purchase orders and to
transmit a copy of such confirmations to the Trust. The net asset value of
all Shares which are the subject of such confirmations, computed in
accordance with the applicable rules under the 1940 Act, shall be a
liability of the General Distributor to the Trust to be paid promptly after
receipt of payment from the originating dealer or broker (or investor, in
the case of direct purchases) and not later than eleven business days after
such confirmation even if you have not actually received payment from the
originating dealer or broker, or investor. In no event shall the General
Distributor make payment to the Trust later than permitted by applicable
rules of the National Association of Securities Dealers, Inc.
(c) If the originating dealer or broker shall fail to make timely
settlement of its purchase order in accordance with applicable rules of the
National Association of Securities Dealers, Inc., or if a direct purchaser
shall fail to make good payment for Shares in a
timely manner, you shall have the right to cancel such purchase order and,
at your account and risk, to hold responsible the originating dealer or
broker, or investor. You agree promptly to reimburse a Fund for losses
suffered by it that are attributable to any such cancellation, or to errors
on your part in relation to the effective date of accepted purchase orders,
limited to the amount that such losses exceed contemporaneous gains
realized by a Fund for either of such reasons with respect to other
purchase orders.
(d) In the case of a canceled purchase for the account of a directly
purchasing shareholder, the Trust agrees that if such investor fails to
make you whole for any loss you pay to a Fund on such canceled purchase
order, a Fund will reimburse you for such loss to the extent of the
aggregate redemption proceeds of any other Shares of a Fund owned by such
investor, on your demand that a Fund exercise its right to claim such
redemption proceeds.
The Trust shall register or cause to be registered all Shares sold to you
pursuant to the provisions hereof in such names and amounts as you may
request from time to time. All Shares, when so issued and paid for, shall
be fully paid and non-assessable by the Trust (which shall not prevent the
imposition of any CDSC that may apply) to the extent set forth in the
current Prospectus and/or SAI.
5. 1933 Act Registration. The Trust has delivered to you a copy of the current
Prospectus and SAI. The Trust agrees that it will use its best efforts to
continue the effectiveness of the Registration Statement under the 1933 Act. The
Trust further agrees, at its expense, to prepare and file any amendments to its
Registration Statement as may be necessary and any supplemental data in order to
comply with the 1933 Act. The Trust will promptly furnish you at your expense
with a reasonable number of copies of the Prospectus and SAI and any amendments
thereto for use in connection with the sale of Shares.
6. 1940 Act Registration. The Trust has registered under the 1940 Act as an
investment company, and it will use its best efforts to maintain such
registration and to comply with the requirements of the 1940 Act.
7. State Blue Sky Notification. At your request, the Trust will, at its expense,
take such steps as may be necessary and feasible to determine what action is
necessary to file notices necessary for the sale of Shares and where required,
to file notices for the sale of Shares in states, territories or dependencies of
the United States, the District of Columbia, the Commonwealth of Puerto Rico and
to qualify Shares in foreign countries, in accordance with the laws thereof, and
to renew or extend any such notification or qualification; provided, however,
that the Trust shall not be required to qualify Shares or to maintain the
qualification of Shares in any jurisdiction where it shall deem such
qualification disadvantageous to the Trust. The Trust shall keep you informed of
the State Blue Sky Notifications of the Shares.
8. Duties of Distributor. You agree that:
(a) Neither you nor any of your officers will take any long or short
position in the Shares;
(b) You shall, upon reasonable request of the Trust, furnish to the Trust
any pertinent information required to be inserted with respect to you as
General Distributor within the purview of the 1933 Act in any reports or
registrations required to be filed with any governmental authority;
(c) You will not make any representations inconsistent with the information
contained in the current Prospectus and/or SAI;
(d) You or your agent shall maintain such records relating to your acting
as General Distributor of the Trust as may be reasonably required for the
Trust or its transfer or shareholder servicing agent to respond to
shareholder requests or complaints, and to permit the Trust to maintain
proper accounting records, and you shall make such records reasonably
available to the Trust and its transfer agent or shareholder servicing
agent upon request; and
(e) In performing your obligations under this Agreement, you shall comply
with all requirements of a Fund's current Prospectus and/or SAI and all
applicable laws, rules and regulations with respect to the purchase, sale
and distribution of Shares.
9. Duties of the Trust. The Trust agrees that:
(a) It shall promptly furnish to you, at least 10 days prior to use, any
description of you or the services you perform hereunder which the Trust
intends to use in the Prospectus, SAI, in sales literature reports,
advertisements or otherwise. Such description may not be utilized if you
object thereto in writing;
(b) It shall promptly furnish to you for your approval and filing with the
National Association of Securities Dealers, Inc. any proposed sales
literature or advertisement relating to, or referring to the Trust or the
Shares;
(c) It shall promptly advise you of any information concerning the Trust or
the Shares, which may affect your ability to properly discharge your
obligations hereunder; and
(d) It shall not use the word "MML Distributors, LLC" other than merely
identifying the General Distributor as such unless such use is specifically
approved by you.
10. Allocation of Costs. The Trust shall pay, or cause others to pay, the cost
of composition and printing of sufficient copies of a Fund's Prospectus and SAI
as shall be required for periodic distribution to a Fund's shareholders and the
expense of registering Shares for sale under federal securities laws and filing
notices in states to sell Shares in such states. You shall pay the expenses
normally attributable to the sale of Shares, other than as paid under a Fund's
Plan under Rule 12b-1 of the 1940 Act, including the cost of printing and
mailing of the Prospectus (other than those furnished to existing shareholders)
and any sales literature or advertisements used by you in the public sale of the
Shares.
11. Duration. This Agreement shall take effect on the date set forth in Section
17 hereof. Unless earlier terminated pursuant to Section 12 hereof, this
Agreement shall remain in effect until June 24, 2006. This Agreement shall
continue in effect from year to year thereafter, provided that such continuance
shall be specifically approved at least annually: (a) by the Trust's Board of
Trustees or by vote of a majority of the voting securities of the Trust; and (b)
by the vote of a majority of the Trustees, who are not parties to this Agreement
or "interested persons" (as defined in the 0000 Xxx) of any such person, cast in
person at a meeting called for the purpose of voting on such approval.
12. Termination. This Agreement may be terminated (a) by the General Distributor
at any time without penalty by giving no less than sixty days' written notice
(which notice may be waived by the Trust); (b) by the Trust at any time without
penalty upon sixty days' written notice to the General Distributor (which notice
may be waived by the General Distributor); or (c) by mutual consent of the Trust
and the General Distributor, provided that such termination by the Trust shall
be directed or approved by the Board of Trustees of the Trust or by the vote of
the holders of a majority of the outstanding voting securities of the Trust. In
the event this Agreement is terminated, the General Distributor shall be
entitled to be paid the
CDSC, if any, under paragraph 3 hereof on the redemption proceeds of Shares sold
prior to the effective date of such termination.
13. Assignment. This Agreement may not be amended or changed except in writing
and shall be binding upon and shall inure to the benefit of the parties hereto
and their respective successors; however, this Agreement shall not be assigned
by either party and shall automatically terminate upon assignment.
14. Disclaimer of Shareholder Liability. The General Distributor understands and
agrees that the obligations of the Trust under this Agreement are not binding
upon any Trustee or shareholder of the Trust personally, but bind only the Trust
and the Trust's property; the General Distributor represents that it has notice
of the provisions of the Agreement and Declaration of Trust dated August 1,
1994, as amended, disclaiming shareholder liability for acts or obligations of
the Trust.
15. Section Headings. The headings of each section is for descriptive purposes
only, and such headings are not to be construed or interpreted as part of this
Agreement.
16. Sub-Distributor's Agreements. The General Distributor may enter into
sub-distributor's agreements with persons ("Sub-Distributors") pursuant to which
the General Distributor delegates any or all of its functions hereunder to one
or more Sub-Distributors provided that a majority of the Trust's Board of
Trustees, that are not interested persons of the Trust or the General
Distributor, approve the agreement. The General Distributor shall pay all
compensation of any such Sub-Distributors and will have the right to terminate
the services of any Sub-Distributor at any time on no more than 60 days' notice.
17. Effective Date. Notwithstanding anything herein to the contrary, this
Agreement shall become effective (i) with respect to the DLB Enhanced Index
Value Fund 2 ("EIVF 2") on such date as a registration statement relating to
share of beneficial interest of EIVF 2 becomes effective under the 1933 Act and
(ii) with respect to each other Fund on the later of October 31, 2004 or such
date as a registration statement relating to shares of beneficial interest of
such Fund becomes effective under the 1933 Act.
If the foregoing is in accordance with your understanding, so indicate by
signing in the space provided below.
THE DLB FUND GROUP
By:
------------------------------------
Name:
Title:
Accepted:
MML DISTRIBUTORS, LLC
By:
---------------------------------
Name:
Title:
Schedule A
to the General Distributor's Agreement
between The DLB Fund Group and
MML Distributors, LLC
Name of Series
DLB Money Market Fund
DLB Short-Duration Bond Fund
DLB Inflation-Protected Bond Fund
DLB Fixed Income
DLB Diversified Bond Fund
DLB High Yield Fund
DLB Balanced Fund
DLB Value Fund
DLB Enhanced Index Core Equity Fund
DLB Enhanced Index Value Fund
DLB Enhanced Index Value Fund 2
DLB Enhanced Index Growth Fund
DLB Core Growth Fund
DLB Small Capitalization Value Fund
DLB Small Company Opportunities Fund
DLB International Equity Fund
