BLACK DIAMOND FUNDS
FORM OF AMENDMENT NO. 2 TO THE
DISTRIBUTION AGREEMENT
AMENDMENT NO. 2 to the Distribution Agreement ("Amendment No. 2"),
dated as of December 11, 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, as
amended from time to time (the "Agreement"), as herein provided. All terms used
in this Amendment No. 2, 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 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
Black Diamond LS Protected Growth Fund III
2. EFFECTIVE DATE. The effective date of this Amendment No. 2 shall be
December 11, 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
Amendment No. 1, the Agreement shall 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.
(c) With respect to each Series added to the Agreement by this
Amendment No. 2, the Agreement shall continue in effect for
one year from the effective date of Amendment No. 2 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. 2 as of the date first above set forth.
BLACK DIAMOND FUNDS ALPS DISTRIBUTORS INC.
By: _____________________ By: _______________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
Treasurer Chief Financial Officer
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SCHEDULE A
AMENDMENT NO. 2 TO THE
DISTRIBUTION AGREEMENT
SERIES IN AGREEMENT (EFFECTIVE FEBRUARY 13, 2003):
-------------------------------------------------
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):
------------------------------------------------------------------------
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
(collectively, the "Series II Funds")
SERIES IN AMENDMENT NO. 2 TO THE AGREEMENT (EFFECTIVE SEPTEMBER 2, 2003):
------------------------------------------------------------------------
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
(collectively, the "Series III 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 and the Series III 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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