AMENDMENT TO DISTRIBUTION AGREEMENT
Exhibit 99.5f
AMENDMENT TO DISTRIBUTION AGREEMENT
AMENDMENT TO DISTRIBUTION AGREEMENT dated as of this 6th day of July, 2006, 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, (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 has authorized the establishment of three classes of its Shares, Class A, Class C and Class I Shares; and
WHEREAS, a majority of the Board of Directors of the Corporation, including a majority of the Directors who are not interested persons of the Corporation, have adopted a Multi-Class Plan pursuant to Rule 18f-3 under the 1940 Act, setting forth the respective rights and obligations of each Class of the Shares;
NOW THEREFORE, in consideration of the premises and mutual covenants set forth herein and in the Distribution Agreement, the parties hereto, intended to be legally bound, hereby agree to amend the Distribution Agreement as follows:
1. Paragraph 2 of the Distribution Agreement is amended to read as follows:
2. Offering Price of Shares. All Shares of each Fund sold under this Agreement shall be sold at the public offering price per Share in effect at the time of the sale as described in the then current Prospectus and Statement of Additional Information. The public offering price for the Corporation’s Class A Shares shall be the net asset value per Share, plus a sales charge of not more than 5.75% of such public offering price. The public offering price for the Fund’s Class C and Class I Shares shall be the net asset value per Share. The excess, if any, of the public offering price over the net asset value of the Class A Shares sold by the Distributor as agent shall be retained by the Distributor as commission for its services hereunder. As additional compensation hereunder, the Distributor shall be entitled to receive any contingent deferred sales charge (“CDSC”) paid upon the redemption of Class A or Class C Shares, calculated at the rates and subject to the conditions set forth in the then current Prospectus and Statement of Additional Information. Out of such commission and compensation, the Distributor may allow commissions or concessions to brokers or dealers, and, in its discretion, to others, in such amounts as the Distributor shall determine from time to time. Except as may be otherwise determined by the Distributor from time to time, such commissions or concessions shall be uniform to all brokers and dealers. At no time shall a Fund receive less than the full net asset value of the Shares, determined in the manner set forth in the then current Prospectus and/or Statement of Additional Information.
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 |
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d/b/a PACIFIC ADVISORS FUND INC. |
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Xxxxxxx Xxxx |
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/s/ Xxxxxxx X. Xxxxxx |
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ATTEST |
PACIFIC GLOBAL FUND DISTRIBUTORS, INC. |
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/s/ |
Xxxxxxxx Xxx |
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/s/ XXXXXX X. XXXXXXX |
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