FORM OF
EXPENSE LIMITATION AGREEMENT
This EXPENSE LIMITATION AGREEMENT (the "Agreement") is between Massachusetts
Mutual Life Insurance Company, a Massachusetts corporation (the "Manager"), and
The DLB Fund Group, a Massachusetts business trust (the "Trust"), effective as
of the first day of November, 2004.
WHEREAS, the Trust is an open-end diversified management investment company
registered as such with the Securities and Exchange Commission pursuant to the
Investment Company Act of 1940, as amended;
WHEREAS, DLB Fixed Income Fund (the "Fund") is a series of the Trust;
WHEREAS, the Manager is an investment adviser registered with the Commission as
such under the Investment Advisers Act of 1940, as amended; and
WHEREAS, the Trust has appointed the Manager as its investment manager for the
Fund and the Manager has agreed to act in such capacity upon the terms set forth
in the relevant Investment Management Agreement;
NOW THEREFORE, the Trust and the Manager hereby agree as follows:
1. Expense Limitation
The Manager agrees to waive 0.08% of class-specific expenses of Classes N, A and
L for the DLB Fixed Income Fund through February 28, 2006.
This Agreement cannot be terminated unilaterally by the Manager.
IN WITNESS WHEREOF, the Trust and the Manager have caused this Agreement to be
executed on the [ ] day of [ ], 2004.
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MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY
By:
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
Vice President and Actuary
THE DLB FUND GROUP
on behalf of DLB FIXED INCOME FUND
By:
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[ ], [ ]
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