0000950159-06-000891 Sample Contracts

FORM OF CUSTODY AGREEMENT
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”).

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FORM OF MASTER SERVICES AGREEMENT
Master Services Agreement • June 13th, 2006 • Blue Fund Group • New York

This Master Services Agreement (“Agreement”) is made as of [ ], 2006, (the “Effective Date”) between BISYS Fund Services Ohio, Inc. (“BISYS”), an Ohio corporation having a place of business at 3435 Stelzer Road, Columbus, Ohio 43219 and The Blue Fund Group (the “Company”) a Massachusetts Business Trust, having a place of business at 590 Madison Avenue, New York, NY 10027.

AGREEMENT AND DECLARATION OF TRUST OF THE BLUE FUND GROUP
Trust Agreement • 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:

FORM OF COMPLIANCE SERVICES AGREEMENT
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.

FORM OF DISTRIBUTION AGREEMENT
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 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”).

Initial Capital Agreement
Initial Capital Agreement • June 13th, 2006 • Blue Fund Group
FORM OF FEE WAIVER AND EXPENSE LIMITATION AGREEMENT
Fee 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")

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