AMENDMENT NO. 1 TO DISTRIBUTION AGREEMENT
THIS AMENDMENT, dated as of the 28th day of March, 2003, amends the
Distribution Agreement (the "Agreement"), dated December 31, 2000, by and
between Pictet Funds (the "Trust") and PFPC Distributors, Inc. (the
"Distributor").
WHEREAS, pursuant to the Agreement, the Trust has retained the
Distributor as distributor for the shares of beneficial interest ("Shares") of
each series of the Trust listed on Schedule A to the Agreement (each, a "Fund");
WHEREAS, the Funds each has established two classes of Shares, Retail
Class Shares and Institutional Class Shares, and may in the future establish and
issue additional classes of Shares pursuant to Rule 18f-3 under the Investment
Company Act of 1940, as amended; and
WHEREAS, the Retail Class Shares, and such other classes of Shares as
may be determined by the Funds from time to time, may impose a sales charge on
purchases or sales of such Shares (such shares, "Load Shares").
NOW THEREFORE, in consideration of the premises and mutual covenants
set forth herein and in the Agreement and intending to be legally bound hereby,
the parties hereto agree that the Agreement shall be amended to add the
following provisions:
1.16 All Load Shares offered for sale by the Distributor shall be offered
for sale to the public at a price per share (the "Offering Price")
equal to (a) their net asset value (determined in the manner set forth
in the Trust's Declaration of Trust and the then current Prospectuses)
("NAV") plus, except with respect to certain classes of persons and
transactions set forth in the then current Prospectuses, (b) a sales
charge which shall be the percentage of the Offering Price of such Load
Shares as set forth in the then current Prospectuses. In addition, Load
Shares will be redeemed by the Distributor at NAV less any contingent
deferred sales charge which shall be the percentage of the Offering
Price of such Load Shares as set forth in the then current
Prospectuses. The Offering Price, if not an exact multiple of one cent,
shall be adjusted to the nearest cent. Concessions by the Distributor
to dealers and other institutions shall be set forth in either the
selling agreements between the Distributor and such dealers and
institutions as from time to time amended, or if such concessions are
described in the then current Prospectuses, shall be as so set forth.
No dealer or other institution who enters into a selling agreement with
the Distributor shall be authorized to act as agent for the Trust in
connection with the offering or sale of the Load Shares to the public
or otherwise.
1.17 If any Load Shares sold by the Trust are redeemed or repurchased by the
Trust or by the Distributor as disclosed agent or are tendered for
redemption within seven business days after the date of confirmation of
the original purchase of said Load Shares, the Distributor shall
forfeit the sales charge received by the Distributor in respect of such
Shares, provided that the portion, if any, of such amount re-allowed by
the Distributor to dealers or other institutions shall be repayable to
the Trust only to the extent recovered by the Distributor from the
dealer or other institution involved. The Distributor shall include in
each selling agreement with such dealers and other institutions a
corresponding provision for the forfeiture by them of their concession
with respect to the Load Shares sold by them or their principals and
redeemed or repurchased by the Trust or by the Distributor as disclosed
agent (or tendered for redemption) within seven business days after the
date of confirmation of such initial purchases.
To the extent anything in this Amendment is inconsistent with any provision of
the Agreement, this Amendment shall control; PROVIDED, HOWEVER, that nothing in
this Amendment shall be deemed to in any way amend, modify or supersede any
provision of Section 8 of the Agreement captioned "Matters Pertaining to the
Trust as a Massachusetts Business Trust."
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed all as of the day and year first written above.
PICTET FUNDS
/S/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
By: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Chairman and President
PFPC DISTRIBUTORS, INC.
/S/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
By: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President