FORM OF
AMENDMENT TO AGREEMENT
PURSUANT TO THE PLAN OF DISTRIBUTION
FOR CLASS C SHARES
AMENDMENT TO AGREEMENT PURSUANT TO THE PLAN OF DISTRIBUTION FOR CLASS C
SHARES, dated as of this __ day of _______, 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 an
Agreement Pursuant to the Plan of Distribution for Class C Shares dated as of
December 15, 1997 (the "Class C Share Agreement"), under which the Corporation
has agreed to reimburse the Distributor for certain expenses incurred in
connection with the distribution of the Class C Shares of the Funds; and
WHEREAS, the Corporation has added a new series of shares, the
Multi-Cap Value Fund, which comprises Class A and Class C Shares; and
WHEREAS, the Corporation has adopted the Plan of Distribution with
respect to the Class C Shares of the Multi-Cap Value Fund, and authorized
reimbursement payments to the Distributor pursuant to the Class C Share
Agreement with respect to the Class C shares of the Multi-Cap Value Fund and the
Class C Shares of the other Funds that now exist or hereafter may be
established, and are listed on Exhibit A to this Agreement as may be amended
from time to time;
NOW THEREFORE, in consideration of the premises and mutual covenants
set forth herein and in the Class C Share Agreement, the parties hereto,
intended to be legally bound, hereby agree to amend the Class C Share Agreement
as follows:
1. The Class C Share Agreement is hereby amended to include
Exhibit A hereto, as may be amended from time to time.
2. This Amendment shall not change any other term or provision of
the Class C Share 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 Class C Share 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 FUND INC. DISTRIBUTORS, INC.
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EXHIBIT A
Balanced Fund
Government Securities Fund
Growth Fund
Income and Equity Fund
Multi-Cap Value Fund
Small Cap Fund
