EX-23.I 12 ex23i.htm EXHIBIT 23I Exhibit 23i
 
Exhibit 23I
Day, Berry & Howard LLP
 
COUNSELLORS AT LAW

June 13, 2006
 
The Blue Fund Group
590 Madison Avenue
21st Floor
New York, NY 10022
 
Ladies and Gentlemen:
 
You have informed us that you propose to register under the Securities Act of 1933, as amended (the “Act”), and offer and sell from time to time shares of beneficial interest, without par value, of The Blue Fund series (“Shares”), at not less than net asset value.
 
We have examined an executed copy of your Agreement and Declaration of Trust dated May 11, 2006 (the “Declaration of Trust”) and are familiar with the actions taken by your trustees to authorize the issue and sale to the public from time to time of authorized and unissued Shares. We have further examined a copy of your By-Laws and such other documents and records as we have deemed necessary for the purpose of this opinion.
 
Based on the foregoing, we are of the opinion that:
 
1.  The beneficial interest in The Blue Fund series is divided into an unlimited number of Shares.
 
2.  The issue and sale of the authorized but unissued Shares has been duly authorized under Massachusetts law. Upon the original issue and sale of any of such authorized but unissued Shares and upon receipt of the authorized consideration therefor in an amount not less than the applicable net asset value, the Shares so issued will be validly issued, fully paid and nonassessable by the Trust.
 
The Trust is an entity of the type commonly known as a “Massachusetts business trust.” Under Massachusetts law, shareholders could, under certain circumstances, be held personally liable for the obligations of the Trust. However, the Declaration of Trust disclaims shareholder liability for acts or obligations of the Trust and requires that notice of such disclaimer be given in each agreement, obligation or instrument entered into or executed by the Trust or its trustees. The Declaration of Trust provides for indemnification out of the property of the Trust (or of the particular series of shares) for all loss and expense of any shareholder of the Trust (or series)
 
 

 

The Blue Fund Group
June 13, 2006
Page 2
 
held personally liable solely by reason of his or her being or having been such a shareholder. Thus, the risk of a shareholder incurring financial loss on account of shareholder liability is limited to circumstances in which the Trust (or series) itself would be unable to meet its obligations.
 
We understand that this opinion is to be used in connection with the registration of an indefinite number of Shares for offering and sale pursuant to the Act. We consent to the filing of this opinion with and as part of your Registration Statement on Form N-1A relating to such offering and sale.
 
Very truly yours,
                          
/s/ Day, Berry & Howard LLP
Day, Berry & Howard LLP