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The following is an excerpt from a DEF 14A SEC Filing, filed by BABSON ENTERPRISE FUND INC on 2/9/2004.
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BABSON ENTERPRISE FUND INC - DEF 14A - 20040209 - PROPOSAL_5

PROPOSAL 5 -- ALL FUNDS

RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS


Upon the recommendation of the Audit Committee, the Board of Directors has selected Deloitte & Touche LLP ("Deloitte") to serve as independent auditors of each Fund with respect to its financial statements for its current fiscal year and recommends that shareholders ratify such selection. Deloitte has confirmed to the Audit Committee that they are independent auditors with respect to each Fund. Representatives of Deloitte are not expected to be present at the Meeting, but have been given the opportunity to make a statement if they so desire and will be available should any matter arise requiring their presence. Deloitte also serves as independent auditors of the other Babson Funds, Great Hall Investment Funds, Inc., J&B Funds and RBC Funds, Inc.

The Audit Committee is required to pre-approve all audit services and non-audit services that an independent auditor provides to the Funds. Furthermore, the Audit Committee is required to pre-approve any engagement of a Fund's independent auditor to provide non-audit services to Voyageur or any affiliate of Voyageur that provides ongoing services to the Funds, if such engagement would relate directly to the Funds' operations and financial reporting. The Audit Committee may delegate to one or more of its members authority to pre-approve the auditor's provision of audit and/or non-audit services to the Funds, or the provision of non-audit services to Voyageur or any service provider affiliated with Voyageur. The Audit Committee will also review at least annually whether any receipt of non-audit fees by the Funds' independent auditor from (i) the Fund, (ii) other funds advised by Voyageur or its affiliates, (iii) Voyageur or any entity controlling or controlled by Voyageur, and (iv) any investment advisor or investment company service provider under common control with Voyageur is compatible with maintaining the independence of the independent auditor.

PricewaterhouseCoopers LLP ("PwC") served as independent auditors of the Funds for the fiscal year ended June 30, 2003. Representatives of PwC are not expected to be present at the Meeting, but have been given the opportunity to make a statement if they so desire and will be available should any matter arise requiring their presence. For further information about the independent auditors of the Funds, please refer to the "Independent Auditors" section under "Service Providers" below.

* * *

SHAREHOLDER APPROVAL: Approval of Proposal 5 by each Fund's shareholders will require the vote of the holders of a majority of the shares of the Fund present in person or by proxy at the Meeting.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
THAT SHAREHOLDERS OF EACH FUND
VOTE FOR PROPOSAL 5.

35


ADDITIONAL INFORMATION


OTHER BUSINESS

The Board does not intend to present any other business at the Meeting. If, however, any other matters are properly brought before the Meeting, the persons named in the accompanying form of proxy will vote thereon in accordance with their judgment.

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