THE DLB FUND GROUP
AMENDMENT NO. 17
AGREEMENT AND DECLARATION OF TRUST
The undersigned, being at least a majority of the Trustees of The DLB Fund
Group, a Massachusetts business trust, created and existing under an Agreement
and Declaration of Trust dated August 1, 1994, as amended by Amendment No. 1
thereto dated May 16, 1996, Amendment No. 2 thereto dated December 17, 1997,
Amendment No. 3 thereto dated April 22, 1998, Amendment No. 4 thereto dated
February 12, 1999, Amendment No. 5 thereto dated February 12, 1999, Amendment
No. 6 thereto dated May 12, 1999, Amendment No. 7 thereto dated October 20,
1999, Amendment No. 8 thereto dated December 21, 1999, Amendment No 9. thereto
dated May 12, 2000, Amendment No. 10 thereto dated July 17, 2000, Amendment No.
11 thereto dated October 19, 2000, Amendment No. 12 thereto dated December 30,
2002, Amendment No. 13 thereto dated February 21, 2003, and Amendment No. 14
dated April 29, 2004, Amendment No. 15 dated August 3, 2004 and Amendment No. 16
dated October 15, 2004 (the "Agreement") a copy of which is on file in the
Office of the Secretary of State of the Commonwealth of Massachusetts, do hereby
direct that this Amendment No. 17 be filed with the Secretary of State of the
Commonwealth of Massachusetts and do hereby make the following amendments:
1. Section 1 of Article I of the Agreement is amended to read in its
entirety as follows:
"Section 1. This Trust shall be known as MassMutual Premier Funds, and the
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Trustees shall conduct the business of the Trust under that name or any
other name as they may from time to time determine."
2. The first sentence of Section 6 of Article III of the Agreement is
amended to read in its entirety as follows:
"Without limiting the authority of the Trustees set forth in Section
5, inter alia, to establish and designate any further Series or
Classes or to modify the rights and preferences of any Series or
Classes, (i) the "MassMutual Premier Core Bond Fund", the
"MassMutual Premier Value Fund", the "MassMutual Premier Core Growth
Fund", the " MassMutual Premier Enhanced Index Core Equity Fund",
the "MassMutual Premier Small Company Opportunities Fund", the
"MassMutual Premier High Yield Fund", the "MassMutual Premier
Enhanced Index Growth Fund", the "MassMutual Premier Enhanced Index
Value Fund", the "MassMutual Premier Enhanced Index Value Fund II",
the "MassMutual Premier Small Capitalization Value Fund", the
"MassMutual Premier Money Market Fund", the "MassMutual Premier
Short-Duration Bond Fund", the "MassMutual Premier
Inflation-Protected Bond Fund", the "MassMutual Premier Diversified
Bond Fund", the "MassMutual Premier Balanced Fund", the "MassMutual
Premier International Equity Fund", the MassMutual Premier Capital
Appreciation Fund", the "MassMutual Premier Global Fund", the
"MassMutual Premier Main Street
Fund" and the "MassMutual Premier Strategic Income Fund" shall be,
and hereby are, established and designated as separate Series of the
Trust; (ii) the Class S Shares, the Class Y Shares, the Class L
Shares, the Class A Shares and the Class N Shares shall be, and
they hereby are, established and designated as the Classes of
Shares of each Series of the Trust, with each such Class of Shares
having such relative rights or preferences as set forth in the
Trust's Rule 18f-3 Plan, as the same may be amended from time to
time; and (iii) the outstanding Shares of the MassMutual Core Bond
Fund, MassMutual Core Growth Fund and MassMutual Small
Capitalization Value Fund shall be, effective immediately prior to
the open of business on November 1, 2004, designated as Class S
Shares; (x) the outstanding Shares of the MassMutual Premier Small
Company Opportunities Fund shall be, effective immediately prior
to the open of business on November 1, 2004, designated as Class A
Shares, (y) the outstanding Shares of the MassMutual Premier Value
shall be, effective immediately prior to the open of business on
November 1, 2004, designated as Class L Shares, and (z) the
outstanding Shares of the MassMutual Premier High Yield Fund,
MassMutual Premier Enhanced Index Core Equity Fund, MassMutual
Premier Enhanced Index Growth Fund, and the MassMutual Premier
Enhanced Index Value Fund shall be, effective immediately prior to
the open of business on November 1, 2004, designated as Class Y
Shares."
The foregoing amendment shall become effective as of the time it is filed
with the Secretary of State of the Commonwealth of Massachusetts.
IN WITNESS WHEREOF, we have hereunto set our hands for ourselves and our
successors and assigns this 29th day of October, 2004.
/s/ Xxxxx X. XxXxxxxxxx
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Xxxxx X. XxXxxxxxxx
/s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
/s/ Xxxxx X. El-Xxxx
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Xxxxx X. El-Xxxx
/s/ Xxxxxx X. Xxxxxxxxx
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Xxxxxx X. Xxxxxxxxx
/s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx
