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Exhibit 1(c)
THE DLB FUND GROUP
AMENDMENT NO. 2
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 (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.2 be filed with the Secretary of State of
The Commonwealth of Massachusetts and do hereby amend to read in its entirety
the first sentence of Section 6 of Article III of the Agreement 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, the "DLB
Fixed Income Fund", the "DLB Global Small Capitalization Fund", the
"DLB Value Fund", the "DLB Mid Capitalization Fund", the "DLB
Quantitative Equity Fund", the "DLB Global Bond Fund" and the "DLB
Growth Fund" shall be, and hereby are, established and designated as
separate Series of the Trust."
The foregoing amendment shall become effective as of the time it is
filed with the Secretary of State of The Commonwealth of Massachusetts.
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IN WITNESS WHEREOF, we have hereunto set our hands for ourselves and
our successors and assigns this 17th day of December, 1997.
/S/XXXXXX X. XXXXXX
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/S/XXXXXXX X. XXXXX
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/S/XXXXXXX X. XXXXXXXX
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/S/ XXXXXXX X. XXXXXX
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/S/ XXXXX X. XXXXXXXX
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COMMONWEALTH OF MASSACHUSETTS )
) ss:
COUNTY OF MIDDLESEX )
Then personally appeared before me each of the above-named Trustees and
acknowledged the foregoing instrument to be their free act and deed.
Dated: December 17, 1997 /S/
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Notary Public
My Commission Expires:
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