Blue Fund Group Sample Contracts

CUSTODY AGREEMENT
Custody Agreement • August 23rd, 2006 • Blue Fund Group • New York

AGREEMENT, dated as of August 3, 2006 between The Blue Fund Group, a business trust organized and existing under the laws of The Commonwealth of Massachusetts having its principal office and place of business at 590 Madison Avenue, 21st Floor, New York, NY 10022 (the “Fund”) and The Bank of New York, a New York corporation authorized to do a banking business having its principal office and place of business at One Wall Street, New York, New York 10286 (“Custodian”).

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AGREEMENT AND DECLARATION OF TRUST OF THE BLUE FUND GROUP
Agreement and Declaration of Trust • June 13th, 2006 • Blue Fund Group • Massachusetts

THIS AGREEMENT AND DECLARATION OF TRUST made this 11th day of May, 2006, by the Trustees hereunder and the holders of shares of beneficial interest issued hereunder and to be issued hereunder as hereinafter provided:

Contract
Master Services Agreement • August 23rd, 2006 • Blue Fund Group • New York
DISTRIBUTION AGREEMENT
Distribution and Services Plan • April 4th, 2008 • Blue Fund Group • New York

AGREEMENT made as of August 1, 2007 between The Blue Fund Group (the “Company”), having an office at 590 Madison Avenue, 21st Floor, New York, NY 10022, and Foreside Distribution Services, L.P. (“Distributor”), having an office at 100 Summer Street, Boston, Massachusetts 02110.

COMPLIANCE SERVICES AGREEMENT
Compliance Services Agreement • August 23rd, 2006 • Blue Fund Group • New York

This Compliance Services Agreement (the “Agreement”) is dated as of _______, 2006 (the “Effective Date”), between The Blue Fund Group (the “Company”), a Massachusetts Business Trust, and BISYS Fund Services Ohio, Inc. (“BISYS”), an Ohio corporation.

FORM OF CUSTODY AGREEMENT
Form of Custody Agreement • June 13th, 2006 • Blue Fund Group • New York

AGREEMENT, dated as of ________________, 2006 between The Blue Fund, a business trust organized and existing under the laws of the State of ** having its principal office and place of business at 590 Madison Avenue, 21st Floor, New York, NY 10022 (the “Fund”) and The Bank of New York, a New York corporation authorized to do a banking business having its principal office and place of business at One Wall Street, New York, New York 10286 (“Custodian”).

FORM OF MANAGEMENT CONTRACT
Management Contract • June 13th, 2006 • Blue Fund Group

Management Contract executed as of ______________________, 2006 between THE BLUE FUND GROUP, a Massachusetts business trust (the “Trust”), on behalf of The Blue Fund (the “Fund”), and BLUE INVESTMENT MANAGEMENT, LLC, a Delaware limited liability company (the “Manager”).

FEE WAIVER AND EXPENSE LIMITATION AGREEMENT
Fee Waiver and Expense Limitation Agreement • August 23rd, 2006 • Blue Fund Group

THIS AGREEMENT is made as of __________, 2006 between BLUE INVESTMENT MANAGEMENT, LLC, a Delaware limited liability company, (the “Advisor”) and THE BLUE FUND GROUP, a Massachusetts business trust (the “Trust”) on behalf of each of the funds listed on Schedule A attached hereto (each, a “Fund”).

Initial Capital Agreement
Capital Agreement • June 13th, 2006 • Blue Fund Group
Initial Capital Agreement
Capital Agreement • August 23rd, 2006 • Blue Fund Group
AMENDMENT NO. 2 AGREEMENT AND DECLARATION OF TRUST OF THE BLUE FUND GROUP
Blue Fund Group • April 23rd, 2008

The foregoing amendment shall become effective as of the time it is filed with the Secretary of State of The Commonwealth of Massachusetts.

AMENDMENT NO. 1 AGREEMENT AND DECLARATION OF TRUST OF THE BLUE FUND GROUP
Blue Fund Group • August 23rd, 2006

The foregoing amendment shall become effective as of the time it is filed with the Secretary of State of The Commonwealth of Massachusetts.

MANAGEMENT CONTRACT
Management Contract • August 23rd, 2006 • Blue Fund Group

Management Contract executed as of ______________________, 2006 between THE BLUE FUND GROUP, a Massachusetts business trust (the “Trust”), on behalf of each of the funds listed on Schedule A (each, a “Fund”), and BLUE INVESTMENT MANAGEMENT, LLC, a Delaware limited liability company (the “Manager”).

VOTING AGREEMENT
Voting Agreement • April 4th, 2008 • Blue Fund Group • New York

This Voting Agreement (the “Voting Agreement”) is made as of this 14th day of March, 2008, by and among The Blue Fund Group, a Massachusetts business trust (the “Company”) on behalf of The Blue Large Cap Fund (the “Fund”) and the Mai 2006 GST Exempt Family Trust (the “Mai Trust”).

FORM OF FEE WAIVER AND EXPENSE LIMITATION AGREEMENT
Waiver and Expense Limitation Agreement • June 13th, 2006 • Blue Fund Group

THIS AGREEMENT is made as of __________, 2006 between BLUE INVESTMENT MANAGEMENT, LLC, a Delaware limited liability company, (the “Advisor”) and THE BLUE FUND GROUP, a Massachusetts business trust (the “Trust”) on behalf of The Blue Fund (the "Fund")

FORM OF DISTRIBUTION AGREEMENT
Form of Distribution Agreement • June 13th, 2006 • Blue Fund Group • New York

AGREEMENT made as of [date] between The Blue Fund Group (the “Company”), having an office at 590 Madison Avenue, 21st Floor, New York, NY 10027, and BISYS Fund Services Limited Partnership (“Distributor”), having an office at 100 Summer Street, Boston, Massachusetts 02110.

FORM OF COMPLIANCE SERVICES AGREEMENT
Form of Compliance Services Agreement • June 13th, 2006 • Blue Fund Group • New York

This Compliance Services Agreement (the “Agreement”) is dated as of [date] (the “Effective Date”), between The Blue Fund Group (the “Company”), a Massachusetts Business Trust, and BISYS Fund Services Ohio, Inc. (“BISYS”), an Ohio corporation.

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