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Exhibit (a)(5)
THE DLB FUND GROUP
AMENDMENT NO. 4
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, and Amendment No. 3 thereto dated April 22, 1998 (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. 4 be filed with the
Secretary of State of The Commonwealth of Massachusetts and do 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, the "DLB
Fixed Income Fund", the "DLB Global Small Capitalization Fund", the "DLB
Value Fund", the "DLB Mid Capitalization Fund", the "DLB Disciplined
Growth Fund", the "DLB Global Bond Fund", the "DLB Growth Fund" and the
"DLB Micro Capitalization 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 12th day of February, 1999.
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