EXHIBIT 23(h)(15)
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AMENDED AND RESTATED
FEE WAIVER AND EXPENSE LIMITATION AGREEMENT
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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:
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FUND EXPENSE LIMITATION
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DLB Enhanced Index Growth Fund 0.70%
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DLB Enhanced Index Value Fund 0.70%
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DLB Small Capitalization Value Fund 0.85%
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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 20, 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
