Exhibit 5e
AMENDMENT TO DISTRIBUTION AGREEMENT
AMENDMENT TO DISTRIBUTION AGREEMENT dated as of this 24th day of July,
2002, by and between Pacific Global Fund, Inc., a Maryland Corporation doing
business as Pacific Advisors Fund Inc. (the "Corporation"), and Pacific Global
Fund Distributors, Inc., a California Corporation (the "Distributor").
WITNESSETH:
WHEREAS, the Corporation and the Distributor have entered into a
Distribution Agreement dated as of October 16, 1992, as amended (the
"Distribution Agreement"), under which the Corporation has engaged the services
of the Distributor as distributor of the Shares of the Funds; and,
WHEREAS, the Corporation is required pursuant to section 352 of the USA
PATRIOT ACT and regulations of the Department of Treasury thereunder to develop
and implement an anti-money laundering compliance program ("AML Program")
reasonably designed to prevent the Corporation being used to launder money or
finance terrorist activities, including achieving and monitoring compliance with
the applicable requirements of the Bank Secrecy Act, as amended, and
implementing regulations of the Department of Treasury; and,
WHEREAS, the Corporation has no employees and does not itself conduct any
operations relating to transactions with shareholders that could be the subject
of an AML Program, and conducts such operations solely through its transfer
agent, Pacific Global Investors Services, Inc., and its affiliated principal
underwriter, the Distributor; and,
WHEREAS, the Distributor is itself subject to the requirement under
section 352 of the USA PATRIOT ACT to develop and implement an AML Program, and
the Distributor has provided copies of its written policies and procedures to
the Corporation;
NOW, THEREFORE, in consideration of the premises and mutual covenants set
forth herein and in the Distribution Agreement, the parties hereto, intend to be
legally bound, hereby agree to amend the Distribution Agreement as follows:
1. The Distribution Agreement is amended by the insertion of
Sections 14 and 15 as follows:
SECTION 14 The Distributor agrees to implement and operate an
AML Program on behalf of the Corporation (the "Corporation AML Program")
as such Program pertains to shareholder transactions effected through
services provided by the Distributor. The Distributor agrees that the
Corporation AML Program will be reasonably designed to prevent the
Corporation from being used for money laundering or the financing of
terrorist activities and to achieve and monitor compliance with the
applicable requirements of the Bank Secrecy Act (31 U.S.C. Sections 5311
ET SEQ.) and the implementing regulations thereunder.
SECTION 15 The Distributor agrees to maintain and preserve
reasonable records pertaining to the implementation and operation of the
Corporation AML Program. The Distributor consents, upon reasonable
notice, (a) to make information and records regarding the operation of
the Corporation AML Program available to the U.S. Securities and Exchange
Commission (the "SEC") for review and (b) to make the Corporation AML
Program available for inspection by the SEC.
2. This Amendment shall not change any other term or provision of the
Distribution 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 Distribution 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.
/s/ Xxxxxxx Xxxxx /s/ Xxxxxx X. Xxxxxxx
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ATTEST: PACIFIC GLOBAL FUND INC.
DISTRIBUTORS, INC.
/s/ Xxxxxxxxx X. Xxxxxxx /s/ Xxxxxxx X. Xxxxxx
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