0000950159-06-001194 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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Contract
Master Services Agreement • August 23rd, 2006 • Blue Fund Group • New York
DISTRIBUTION AGREEMENT
Distribution and Services Plan • August 23rd, 2006 • Blue Fund Group • New York

AGREEMENT made as of _____, 2006 between The Blue Fund Group (the “Company”), having an office at 590 Madison Avenue, 21st Floor, New York, NY 10022, and BISYS Fund Services Limited Partnership (“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.

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 • August 23rd, 2006 • Blue Fund Group
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”).

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