**Exhibit 10.2**

 

AMENDMENT NO. 1 TO DISTRIBUTION AGREEMENT

 

This Amendment No. 1 to the DistributionAgreement (defined below) (this “Amendment No. 1”) is made as of March 19, 2003 by and among Pioneer Investment Management USA Inc., a Delaware corporation (“Parent”)(formerly known as The Pioneer Group, Inc.), Harbor GlobalCompany Ltd., a Bermuda limited duration company (“Harbor Global”), and Harbor Global II Ltd., a Bermuda limited duration company and a direct majority-owned (and indirect wholly-owned) subsidiary of Harbor Global (“Harbor GlobalII”). 

 

WHEREAS, pursuant to Section 9.1 ofthe Distribution Agreement dated as of October 24, 2000 by and among Parent, Harbor Global and Harbor Global II (the “Distribution Agreement”), the parties hereto desire to amend Section 6.8 (entitled “Ashanti”) of theDistribution Agreement in the manner set forth below. 

 

NOW, THEREFORE, in consideration of the foregoing, and the covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to belegally bound, the parties hereto agree as follows: 

 

1.Amendment to Section 6.8 of the Distribution Agreement.Section 6.8 of the Distribution Agreement is hereby amended by adding the following sentence at the end of the section: 

 

“Notwithstanding the foregoing, the parties hereto agree that in the event that an amendment to thePurchase Agreement dated as of May 11, 2000 by and among Ashanti Goldfields Teberebie Limited, Pioneer Goldfields II Limited, Parent and Ashanti Goldfields Company Limited substantially in the form of Exhibit A hereto is executed, HarborGlobal may, in its sole discretion, satisfy its obligation under this Section 6.8 in full by the payment of $3.75 million to Parent on or before March 31, 2003.” 

 

2. Amendment to Schedule 5.2C of the Distribution Agreement. Schedule 5.2C to the Distribution Agreement is herebyamended by adding the following sentence to the schedule below Item 1: 

 

“The foregoing liability shall be deemed to be removed in its entirety from this Schedule 5.2C immediately upon the satisfaction by Harbor Global of its obligation set forth in Section 6.8.” 

 

3. Miscellaneous.

 

a. This Amendment No. 1 is effective as of thedate hereof, and except as set forth herein, the Distribution Agreement remains in full force and effect and is otherwise unaltered by this Amendment No. 1. 

 

b. This Amendment No. 1 may be executed in two or more counterparts, each of which shall be deemed an original but all of which shalltogether constitute one and the same instrument. A facsimile or photocopy of a counterpart shall be sufficient to bind the party or parties whose signature(s) appear thereon. 

 

c. This Amendment No. 1 shall be governed by and construed in accordance with the laws of the State ofDelaware, without reference to its conflicts of laws principles. 

 

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IN WITNESSWHEREOF, this Amendment No. 1 to the Distribution Agreement has been duly executed and delivered by the duly authorized officers of the parties hereto as of the date first written above. 

 

 

PIONEER INVESTMENT MANAGEMENT USAINC.

By:
 
/s/    MARK D. GOODWIN        

Name:
 
**Mark D. Goodwin**

Title:
 
**CFO**

HARBOR GLOBAL COMPANY LTD.

By:
 
/s/    STEPHEN G. KASNET        

Name:
 
**Stephen G. Kasnet**

Title:
 
**President and Chief Executive Officer**

HARBOR GLOBAL II LTD.

By:
 
/s/    STEPHEN G. KASNET        

Name:
 
**Stephen G. Kasnet**

Title:
 
**President and Chief Executive Officer**