Exhibit (d)(2)
BLACK DIAMOND FUNDS
AMENDMENT NO. 1 TO THE
INVESTMENT ADVISORY AGREEMENT
AMENDMENT No. 1 to the Investment Advisory Agreement ("Amendment No. 1"),
dated as of September 2, 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 ("Original Agreement"), as follows:
1. NEW FUNDS. The Trust hereby appoints the Adviser as the investment
adviser of the 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 and Black Diamond LS Protected Growth Fund II on the terms and
conditions contained in the Original Agreement.
2. DURATION OF AGREEMENT.
(a) With respect to each Series specified in Appendix A to the
Original Agreement, the Agreement shall continue in effect for
two years from the effective date of the original Agreement 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 this Amendment No. 1 and may be continued
thereafter pursuant to Section 6(b) of the Agreement.
3. APPENDIX A. Appendix A to the Original 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.
4. RATIFICATION. Except as modified and amended hereby, the Original
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 BLACK DIAMOND ASSET MANAGEMENT LLC
By: /s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx Xxxxxxx X. Xxxxxx
Treasurer Managing Member
2
APPENDIX A
AMENDMENT NO. 1 TO THE
INVESTMENT ADVISORY AGREEMENT
Series in Original Agreement:
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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 (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
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
Black Diamond Principal Protected 100 Series I billion, 0.55% of the
Black Diamond Principal Protected 2000 Series I excess over $2 billion up
Black Diamond Principal Protected 400 Series I to $3 billion, 0.60% of the
excess over $3 billion up
Black Diamond 500 Protected Growth Fund II to $4 billion and 0.65% of
Black Diamond 100 Protected Growth Fund II the excess over $4 billion.
Black Diamond 2000 Protected Growth Fund II
Black Diamond 400 Protected Growth Fund II
Black Diamond Total Index Protected Growth Fund II
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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 0.25%, plus an amount equal
Black Diamond LS Protected Growth Fund II to 25% of the amount by
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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A-2
