Exhibit 99.8(f)2
AMENDMENT TO THE EXPENSE LIMITATION AGREEMENT
SMALL CAP FUND
This AMENDMENT TO THE EXPENSE LIMITATION AGREEMENT (this "Agreement"),
effective this 31st day of December, 2003, amends the Expense Limitation
Agreement dated November 17, 1997 by and between Pacific Global Fund, Inc., a
Maryland corporation doing business as Pacific Advisors Fund Inc. (the
"Corporation"), on behalf of the Small Cap Fund (the "Fund"), and Pacific Global
Investment Management Company (the "Investment Manager").
W I T N E S S E T H:
WHEREAS, the Corporation, on behalf of the Fund, and the Investment Manager
entered into an Investment Management Agreement dated October 16, 1992 (the
"Management Agreement"), pursuant to which the Investment Manager has rendered
and will render investment management and advisory services to the Fund for
compensation based on the value of the average daily net assets of the Fund; and
WHEREAS, the Corporation, on behalf of the Fund and the Investment Manager
entered into an Expense Limitation Agreement, as amended from time to time, most
recently as of November 17, 1997, pursuant to which the Investment Manager
waived fees and reimbursed the Fund for certain operating expenses; and
WHEREAS, Section 2 of the Expense Limitation Agreement, as amended from
time to time, provided that the Investment Manger may obtain repayment of some
or all of the previously waived fees and reimbursed expenses, subject to
specified conditions; and
WHEREAS, the Corporation and the Investment Manager have determined that it
is the best interests of the Fund and its shareholders to terminate such
provisions;
NOW THEREFORE, the parties hereto agree as follows:
The Expense Limitation Agreement for the Fund is hereby amended effective
December 31, 2003 as follows:
1. PREVIOUSLY WAIVED FEES AND EXPENSE REIMBURSEMENTS BY THE INVESTMENT
MANAGER. The Investment Manager's rights under Section 2 of the Expense
Limitation Agreement are hereby terminated, and any fees previously waived or
expenses reimbursed to the Fund by the Investment Manager prior to effective
date of this Agreement are permanently waived by the Investment Manager.
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 hereunto affixed, as of the day and year first above
written.
ATTEST: PACIFIC GLOBAL FUND, INC.
d/b/a PACIFIC ADVISORS FUND INC.
ON BEHALF OF THE SMALL CAP
FUND
By: /s/ Xxxxxxxxx X. Xxxxxxx By: /s/ Xxxxxxx X. Xxxxxx
ATTEST: PACIFIC GLOBAL INVESTMENT
MANAGEMENT COMPANY
By: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxxxxx X. Xxxxxxx
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