AMENDMENT NO. 1 AGREEMENT AND DECLARATION OF TRUST OF THE BLUE FUND GROUP

Exhibit 23A(2)

RECEIVED

August 15, 2006

Secretary of the Commonwealth

Corporations Division

AMENDMENT NO. 1

AGREEMENT AND DECLARATION OF TRUST

OF

THE BLUE FUND GROUP

The undersigned, being at least a majority of the Trustees of The Blue Fund Group, a Massachusetts business trust, created and existing under an Agreement and Declaration of Trust, dated May 11, 2006 (the “Agreement”), a copy of which is on file with the Secretary of State of The Commonwealth of Massachusetts, do hereby direct that this Amendment No. 1 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 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 Blue Large Cap Fund” (formerly known as the Blue Fund) and “The Blue Small Cap Fund” shall each 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.

[Signature Page Follows]

IN WITNESS WHEREOF, we have hereunto set our hands for ourselves and our successors and assigns of this 14th day of August, 2006.

/s/ Xxxx Xxxxxxxx

Xxxx Xxxxxxxx

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Xxxxxx Xxxxxxxx

/s/ Xxxxxx X. Xxxxxx

Xxxxxx X. Xxxxxx

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IN WITNESS WHEREOF, we have hereunto set our hands for ourselves and our successors and assigns of this 9th day of August, 2006.

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Xxxx Xxxxxxxx

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Xxxxxx Xxxxxxxx

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Xxxxxx X. Xxxxxx

/s/ Xxxxxx Xxxxxxxxx

Xxxxxx Xxxxxxxxx

IN WITNESS WHEREOF, we have hereunto set our hands for ourselves and our successors and assigns of this 7th day of August, 2006.

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Xxxx Xxxxxxxx

/s/ Xxxxxx Xxxxxxxx

Xxxxxx Xxxxxxxx

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Xxxxxx X. Xxxxxx

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Xxxxxx Xxxxxxxxx