FORM OF FEE WAIVER AND EXPENSE LIMITATION AGREEMENT
Exhibit
23D (2)
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")
1. Recitals.
The
Trust has been organized to serve as an investment vehicle primarily for certain
large institutional and private client accounts, and both the Trust and the
Advisor believe that they and the Trust’s shareholders would benefit if The Blue
Fund were to achieve and maintain an amount of assets sufficiently large to
result in economies of scale for the Fund and sufficient future revenues for
the
Advisor. Therefore, the Advisor is agreeing to take certain actions more
specifically described below to reduce or eliminate certain costs otherwise
borne by shareholders of the Fund and to enhance the returns generated for
shareholders of the Fund.
2. General
Agreement.
The
Advisor will, until this Agreement is terminated under Section 4, take one
or more of the three actions described in Section 3 to the extent that the
Fund’s total annual operating expenses (not including brokerage commissions,
hedging transaction fees and other investment related costs, extraordinary,
non-recurring and certain other unusual expenses such as litigation expenses
and
other extraordinary legal expenses, securities lending fees and expenses and
transfer taxes) exceed 1.75% of the Fund’s average daily net assets (the
“Expense Limitation”) set forth in the table below:
3. Actions.
The
Advisor will use its best efforts to cause the Fund to maintain the expense
level described in Section 2 by taking one or more of the following actions:
(i)
waiving a portion of its fee under the Management Contract between the Advisor
and the Trust relating to the Fund; (ii) reimbursing the Fund for expenses
exceeding the Expense Limitation; or (iii) paying directly expenses that may
exceed the Expense Limitation.
4. Term.
This
Agreement shall have an initial term ending on ___________, 2011 and shall
automatically be continued thereafter for successive 1-year periods unless
the
Advisor terminates this Agreement by giving six months written notice prior
to
the next occurring anniversary date to the other party.
5. Miscellaneous.
The
Advisor understands and acknowledges that the Trust intends to rely on this
Agreement, including in connection with the preparation and printing of the
Trust’s prospectuses and its daily calculation of the Fund’s net asset
value.
6. Disclaimer
of Liability.
A copy
of the Agreement and the Declaration of Trust of the Trust is on file with
the
Secretary of The Commonwealth of Massachusetts, and notice is hereby given
that
this instrument is executed on behalf of the Board of Trustees of the Trust
as
Trustees and not individually and that the obligations of this instrument are
not binding upon any of the Trustees or shareholders individually but are
binding upon the assets and property of the Trust; provided, however, that
the
Agreement and Declaration of Trust of the Trust provides that the assets of
a
particular series of the Trust shall under no circumstances be charged with
liabilities attributable to any other series of the Trust and that all persons
extending credit to, or contracting
with
or
having any claim against a particular series of the Trust shall look only to
the
assets of that particular series for payment of such credit, contract or
claim.
This
Agreement constitutes the entire agreement between the Advisor and the Trust
concerning the subject matter hereof and supersedes all prior oral and written
agreements and understandings between the parties concerning such subject
matter.
IN
WITNESS WHEREOF, the parties have executed this Agreement on the day and year
first above written.
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BLUE
INVESTMENT MANAGEMENT, LLC
By:_______________________________________________________
Chief
Executive Officer
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THE
BLUE FUND GROUP
By:_______________________________________________________
President
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