Exhibit 23(a)(6)
THE PREFERRED GROUP OF MUTUAL FUNDS
AMENDMENT NO. 5
AGREEMENT AND DECLARATION OF TRUST
The undersigned, being a majority of the Trustees of The Preferred
Group of Mutual Funds, a Massachusetts business trust, created and existing
under an Agreement and Declaration of Trust dated November 19, 1991, as
amended (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. 5 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 "Preferred Growth Fund","Preferred Value Fund","Preferred
International Fund", "Preferred Small Cap Fund", "Preferred Asset
Allocation Fund", "Preferred Fixed Income Fund","Preferred Short-Term
Government Securities Fund", "Preferred Money Market Fund", shall be,
and are hereby established and designated."
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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 23rd day of October, 1997.
/s/ Gary M. Anna
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Gary M. Anna
/s/ William F. Bahl
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William F. Bahl
/s/ James F. Masterson
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James F. Masterson
/s/ F. Lynn McPheeters
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F. Lynn McPheeters
/s/ Dixie L. Mills
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Dixie L. Mills
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STATE OF ILLINOIS )
) ss:
COUNTY OF )
Then personally appeared before me each of the above-named Trustees
and acknowledged the foregoing instrument to be their free act and deed.
Dated: October 23, 1997
Notary Public
My Commission Expires:
