AMENDMENT TO TRANSFER AGENCY AGREEMENT
AMENDMENT TO TRANSFER AGENCY 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 a Transfer Agency,
Dividend Disbursing Agency and Administrative Service Agreement dated as of
December 22, 1992, as amended (the "Transfer Agency Agreement"), under which the
Corporation has engaged the services of PGIS to act as Transfer Agent of Pacific
Advisors Fund Inc., Dividend Disbursing Agent, as Administrator of the Exchange,
Telephone Redemption and Expedited (Wire) Redemption Privileges of the
Corporation, Administrator of Blue Sky registrations, and Administrator of
qualified retirement plans offered by the Corporation, to assist Pacific Global
Investment Management Company in the performance of certain administrative
duties, as well as to act for the Corporation in other respects as therein
stated; 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
Transfer Agency Agreement;
NOW THEREFORE, in consideration of the premises and mutual covenants
set forth herein and in the Transfer Agency Agreement, the parties hereto,
intended to be legally bound, hereby agree to amend the Transfer Agency
Agreement as follows:
1. Section 20 of the Transfer Agency Agreement is hereby amended
to read as follows:
SECTION 20. The Fund agrees to pay PGIS compensation for its
services as set forth in Schedule A attached hereto, and to
reimburse it for reasonable out of pocket expenses as set
forth in Schedule D attached hereto. Such Schedules may be
amended by agreement of PAF and PGIS.
2. The Transfer Agency Agreement is hereby amended to include
Schedule D attached hereto, as may be amended from time to time.
3. This Amendment shall not change any other term or provision of
the Transfer Agency Agreement, and such other terms and provisions shall remain
in full force and effect.
4. Except as otherwise stated herein, capitalized terms used
herein shall have the meaning set forth in the Transfer Agency 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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SCHEDULE D
OUT-OF-POCKET EXPENSES
The Fund shall reimburse PGIS monthly for 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
- Proxy solicitations, mailings and tabulations
- 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
- Website administration
- Duplicating services
- Distribution and Redemption Check Issuance
- Courier services
- Federal Reserve charges for check clearance
- 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 Fund NAV) -
Vendor set-up charges for Blue Sky and other services
- Blue Sky filing or registration fees
- XXXXX filing fees
- 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 Board at its next
meeting concerning the amount of the expense and the reason it was incurred.
