BLACK DIAMOND FUNDS
FORM OF AMENDMENT NO. 1 TO THE
DISTRIBUTION AGREEMENT
AMENDMENT NO. 1 to the Distribution Agreement ("Amendment No. 1"), dated
as of September 2, 2003, between Black Diamond Funds, a Delaware business trust
("Trust"), and ALPS Distributors Inc., a Colorado corporation ("Distributor").
The Trust and the Distributor agree to modify and amend the Distribution
Agreement relating to shares of all Series dated as of February 13, 2003 (the
"Agreement"), as herein provided. All terms used in this Amendment No. 1, unless
defined herein to the contrary, shall have the meaning given such terms in the
Agreement.
1. NEW FUNDS. The Trust hereby retains the Distributor in connection with
the promotion and distribution of shares of the following new series of the
Trust ("New Funds") on the terms and conditions contained in the Agreement:
Black Diamond 500 Protected Growth Fund II
Black Diamond 100 Protected Growth Fund II
Black Diamond 400 Protected Growth Fund II
Black Diamond 2000 Protected Growth Fund II
Black Diamond Total Index Protected Growth Fund II
Black Diamond LS Protected Growth Fund II
2. EFFECTIVE DATE. The effective date of this Amendment No. 1 shall be
September 2, 2003 with respect to the New Funds.
3. DURATION OF AGREEMENT.
(a) With respect to each Series specified in the original Appendix
A to the Agreement, the Agreement shall continue in effect for
one year from the effective date of the Agreement and may be
continued thereafter pursuant to Section 16 of the Agreement.
(b) With respect to each Series added to the Agreement by this
Amendment No. 1, the Agreement will continue in effect for one
year from the effective date of Amendment No. 1 and may be
continued thereafter pursuant to Section 16 of the Agreement.
4. SCHEDULE A. Schedule A to the Agreement, setting forth the Series of
the Trust for which the Distributor is authorized to distribute shares, is
hereby replaced in its entirety by Schedule A attached hereto.
5. RATIFICATION. Except as modified and amended hereby, the Agreement is
hereby ratified and confirmed in full force and effect in accordance with its
terms.
IN WITNESS WHEREOF, the parties have executed and delivered this Amendment
No. 1 as of the date first above set forth.
BLACK DIAMOND FUNDS ALPS DISTRIBUTORS INC.
By: ____________________________ By: _____________________________
Xxxxxxx X. Xxxxxx Xxxxxx Xxxxxx
Treasurer Chief Financial Officer
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SCHEDULE A
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AMENDMENT NO. 1 TO THE
DISTRIBUTION AGREEMENT
SERIES IN AGREEMENT (EFFECTIVE FEBRUARY 13, 2003):
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Black Diamond Principal Protected 500 Series I
Black Diamond Principal Protected 100 Series I
Black Diamond Principal Protected 2000 Series I
Black Diamond Principal Protected 400 Series I
Black Diamond Principal Protected LS Series I
SERIES IN AMENDMENT NO. 1 TO THE AGREEMENT (EFFECTIVE SEPTEMBER 2, 2003):
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Black Diamond 500 Protected Growth Fund II
Black Diamond 100 Protected Growth Fund II
Black Diamond 2000 Protected Growth Fund II
Black Diamond 400 Protected Growth Fund II
Black Diamond Total Index Protected Growth Fund II
Black Diamond LS Protected Growth Fund II
(collectively, the "Series II Funds")
FEE SCHEDULE:
The Trust will pay the Distributor a monthly fee at the rate of $1,000 per
Series for the first three Series, $800 per Series for the next four Series, and
$600 for each Series thereafter. The Trust will allocate the aggregate fee among
the Series based on each Series' respective net assets.
As compensation for its activities under the Agreement with respect to the
distribution of the shares of the Series II Funds, the Distributor also shall
(1) receive from such Funds a distribution fee equal to an annual rate of 0.75%
of the average daily net assets of such Funds, subject to any limitations on
such fee as the Board may impose, and (2) retain the initial sales charge, if
any, on purchases of shares of such Funds as set forth in the Registration
Statement. The Distributor is authorized to collect the gross proceeds derived
from the sale of shares of such Funds, remit the net asset value thereof to such
Funds upon receipt of the proceeds and retain the initial sales charge, if any.
The Distributor may reallow any or all of the initial sales charges or
distribution fees which it is paid under the Agreement to such dealers as the
Distributor may from time to time determine.
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