BLACK DIAMOND FUNDS
AMENDMENT NO. 2 TO THE
INVESTMENT ADVISORY AGREEMENT
AMENDMENT No. 2 to the Investment Advisory Agreement ("Amendment No. 2"),
dated as of December 11, 2003, between Black Diamond Funds, a Delaware statutory
trust (the "Trust"), and Black Diamond Asset Management LLC (the "Adviser"), a
Delaware limited liability company.
The Trust and the Adviser agree to modify and amend the Investment
Advisory Agreement, dated as of February 13, 2003, as amended from time to time
("Agreement"), as follows:
1. NEW FUNDS. The Trust hereby appoints the Adviser as the investment
adviser of the Black Diamond 500 Protected Growth Fund III, Black Diamond 100
Protected Growth Fund III, Black Diamond 400 Protected Growth Fund III, Black
Diamond 2000 Protected Growth Fund III, Black Diamond Total Index Protected
Growth Fund III and Black Diamond LS Protected Growth Fund III ("Series III
Funds") on the terms and conditions contained in the Agreement.
2. 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
two years from its effective date and may be continued thereafter
pursuant to Section 6(b) of the Agreement.
(b) With respect to each Series added to the Agreement by Amendment
No. 1, the Agreement shall continue in effect for two years from
the effective date of Amendment No. 1 and may be continued
thereafter pursuant to Section 6(b) of the Agreement.
(c) With respect to each Series added to the Agreement by this
Amendment No. 2, the Agreement shall continue in effect for two
years from the effective date and may be continued thereafter
pursuant to Section 6(b) of the Agreement.
3. APPENDIX A. Appendix A to the Agreement, setting forth each Series of
the Trust for which the Adviser is appointed as the investment adviser and
setting forth the fees payable to the Adviser with respect to each Series is
hereby replaced in its entirety by Appendix A attached hereto to add the Series
III Funds.
4. 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. 2 as of the date first above set forth.
BLACK DIAMOND FUNDS BLACK DIAMOND ASSET MANAGEMENT LLC
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Treasurer Managing Member
APPENDIX A
AMENDMENT NO. 2 TO THE
INVESTMENT ADVISORY 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 Multi-Index Protected Growth Fund II
SERIES IN AMENDMENT NO. 2 TO THE AGREEMENT (EFFECTIVE DECEMBER 11, 2003):
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Black Diamond 500 Protected Growth Fund III
Black Diamond 100 Protected Growth Fund III
Black Diamond 2000 Protected Growth Fund III
Black Diamond 400 Protected Growth Fund III
Black Diamond Total Index Protected Growth Fund III
Black Diamond Multi-Index Protected Growth Fund III
A-1
COMPENSATION
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INDEX FUNDS COMPENSATION (AS A PERCENTAGE
OF THE AGGREGATE AVERAGE DAILY
NET ASSETS OF ALL THE INDEX
FUNDS AT AN ANNUALIZED RATE
ACCORDING TO THE FOLLOWING FEE
SCHEDULE)
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Black Diamond Principal Protected 500 Series I 0.50% of the first $2 billion,
Black Diamond Principal Protected 100 Series I 0.55% of the excess over $2
Black Diamond Principal Protected 2000 Series I billion up to $3 billion,
Black Diamond Principal Protected 400 Series I 0.60% of the excess over $3
billion up to $4 billion and
0.65% of the excess over $4
billion.
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 500 Protected Growth Fund III
Black Diamond 100 Protected Growth Fund III
Black Diamond 2000 Protected Growth Fund III
Black Diamond 400 Protected Growth Fund III
Black Diamond Total Index Protected Growth
Fund III
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LS FUNDS COMPENSATION (AS A PERCENTAGE
OF THE AVERAGE DAILY NET
ASSETS OF EACH LS FUND AT AN
ANNUALIZED RATE ACCORDING TO
THE FOLLOWING FEE SCHEDULE)
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Black Diamond Principal Protected LS Series I 0.125%, plus an amount equal
Black Diamond LS Protected Growth Fund II to 12.5% of the amount by
Black Diamond LS Protected Growth Fund III which the return of the Fund
at each calendar quarter-end
exceeds the highest previous
calendar quarter-end return of
the Fund.
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