THE DLB FUND GROUP
AMENDMENT NO. 15
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, (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. 15 be filed with the Secretary of State of the
Commonwealth of Massachusetts and hereby amend the first sentence of Section 6
of Article III of the Agreement 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 "DLB Fixed Income Fund", the "DLB
Value Fund", the "DLB Core Growth Fund", the "DLB Enhanced Index
Core Equity Fund", the "DLB Small Company Opportunities Fund",
the "DLB High Yield Fund", the "DLB Enhanced Index Growth Fund",
the "DLB Enhanced Index Value Fund", the "DLB Enhanced Index
Value Fund 2", the "DLB Small Capitalization Value Fund", the
"DLB Money Market Fund", the "DLB Short-Duration Bond Fund", the
"DLB Inflation-Protected Bond Fund", the "DLB Diversified Bond
Fund", the "DLB Balanced Fund", and the "DLB International Equity
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
each Series of the Trust on June 23, 2004 shall be, and hereby
are, designated as Class S Shares; except that (x) the
outstanding Shares of the DLB Small Company Opportunities Fund
shall be, and they hereby are, designated as Class A Shares, (y)
the outstanding Shares of the DLB Value Fund shall be, and they
hereby are, designated as Class L Shares, and (z) the outstanding
Shares of the DLB High Yield Fund, DLB Enhanced Index Core Equity
Fund, DLB Enhanced Index Growth Fund, and DLB Enhanced Index
Value Fund shall be, and they hereby are, 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 3rd day of August, 2004.
/s/ Xxxxx X. XxXxxxxxxx
-----------------------------------
Xxxxx X. XxXxxxxxxx
/s/ Xxxxx X. Xxxxxx
-----------------------------------
Xxxxx X. Xxxxxx
/s/ Xxxxx X. El-Xxxx
-----------------------------------
Xxxxx X. El-Xxxx
/s/ Xxxxxx X. Xxxxxxxxx
-----------------------------------
Xxxxxx X. Xxxxxxxxx
/s/ Xxxxxxx X. Xxxxxxxx
-----------------------------------
Xxxxxxx X. Xxxxxxxx
