AMENDMENT TO ACCOUNTING SERVICES AGREEMENT
AMENDMENT TO ACCOUNTING SERVICES AGREEMENT dated as of this __ day of
August, 2001, by and between Pacific Global Fund, Inc., a Maryland Corporation
doing business as Pacific Advisors Fund Inc. (the "Corporation"), and Pacific
Global Investor Services, Inc., a California Corporation ("PGIS").
WITNESSETH:
WHEREAS, the Corporation and PGIS have entered into an Accounting
Services Service Agreement dated as of October 1, 1995, (the "Accounting
Services Agreement"), under which the Corporation has engaged the services of
PGIS to act as accounting services agent to maintain the accounting records
relating to the business of each Portfolio o the Corporation and to perform
certain daily functions as set forth in the Accounting Services Agreement; and
WHEREAS, the Corporation and PGIS wish to describe the types of
out-of-pocket expenses for which PGIS is entitled to reimbursement under the
Accounting Services Agreement;
NOW THEREFORE, in consideration of the premises and mutual covenants
set forth herein and in the Accounting Services Agreement, the parties hereto,
intended to be legally bound, hereby agree to amend the Accounting Services
Agreement as follows:
1. Exhibit D of the Accounting Services Agreement is hereby
amended by the deletion of the first full paragraph of that Exhibit D (which
covers payment for pricing services and out-of-pocket expenses) and the addition
of Exhibit A hereto, as it may be amended from time to time.
2. This Amendment shall not change any other term or provision of
the Accounting Services Agreement, and such other terms and provisions shall
remain in full force and effect.
3. Except as otherwise stated herein, capitalized terms used
herein shall have the meaning set forth in the Accounting Services Agreement.
IN WITNESS WHEREOF, the parties have caused this Amendment to be signed
by their respective officers thereunto duly authorized and their respective
corporate seals to be herewith affirmed, as of the day and year first above
written.
ATTEST: PACIFIC GLOBAL FUND INC.
d/b/a PACIFIC ADVISORS FUND INC.
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ATTEST: PACIFIC GLOBAL INVESTOR SERVICES, INC.
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EXHIBIT E
OUT-OF-POCKET EXPENSES
Each Portfolio of the Fund shall reimburse PGIS monthly for its share of
applicable out-of-pocket expenses at cost or otherwise agreed upon rates,
including, but not limited to the following items:
- Postage - direct pass through to the Fund
- Telephone and telecommunication costs, including all lease,
maintenance and line costs
- Shipping, Certified and Overnight mail and insurance
- Terminals, communication lines, printers and other equipment
and any expenses incurred in connection with such terminals
and lines
- Disaster recovery services
- Duplicating services
- Courier services
- Reasonably necessary overtime, as approved by a member of the
Fund's Board
- Reasonably necessary temporary staff, as approved by a member
of the Fund's Board
- Reasonably necessary travel, as approved by a member of the
Fund's Board other than the traveling person
- Record retention, retrieval and destruction costs, including,
but not limited to exit fees charged by third party record
keeping vendors
- Third party audit reviews
- Insurance
- Pricing services (or services used to determine NAV)
- Vendor pricing comparison
- Such other expenses as are agreed to by PGIS and the Fund
The Fund agrees that postage and mailing expenses will be paid on the day of or
prior to mailing as agreed with PGIS. In addition, the Fund will promptly
reimburse PGIS for any other unscheduled expenses incurred by PGIS whenever the
Fund and PGIS mutually agree that such expenses are not otherwise properly borne
by PGIS as part of its duties and obligations under the Agreement. If an expense
requiring Board approval is incurred, PGIS will report to the Fund's Board at
its next meeting concerning the amount of the expense and the reason it was
incurred.
