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EXHIBIT 9(a)(2)
AMENDMENT TO TRANSFER AGENCY AGREEMENT
AMENDMENT TO DISTRIBUTION AGREEMENT dated as of this 1st day of
December, 1997, by and between Pacific Global Fund, Inc., a Maryland corporation
doing business as Pacific Advisors Fund Inc. (the "Fund" or "PAF"), and Pacific
Global Investors Services, Inc., a California corporation ("PGIS").
WITNESSETH:
WHEREAS, PAF and PGIS have entered into a Transfer Agency, Dividend
Disbursing Agency, and Administrative Service Agreement dated as of December 22,
1992, (the "Transfer Agency Agreement"), under which PAF has engaged the
services of PGIS to serve as transfer agent and dividend disbursing agent and
perform certain other administrative services for the Portfolios; and
WHEREAS, PAF has authorized the establishment of two classes of its
shares, Class A and Class C Shares; and
WHEREAS, PAF desires to appoint PGIS as transfer agent for both Classes
of its Shares during the period of the Transfer Agency Agreement; and
WHEREAS, a majority of the Board of Directors of PAF, including a
majority of the Directors who are not interested persons of PAF, 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 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 (or as shall be set
forth in amendments to such schedule approved by PAF and PGIS), and to
reimburse it for reasonable out of pocket expenses. The Account
Maintenance and Processing Fees and the Benefit Plan Processing Fees
set forth in Schedule A shall be determined separately with respect to
each Class of Shares, based on the number of accounts attributable to
each Class. All other expenses payable by a Portfolio shall be
allocated between its Classes based on their relative average net
assets. A Class shall not be liable to pay any fee or expense hereunder
that has been allocated to the other Class of its Portfolio.
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2. Schedule A to the Transfer Agency is amended to read as set forth in
Schedule A hereto.
3. The Transfer Agency Agreement is amended by the insertion of
Sections 31 and 32 as follows:
Section 31. It is the parties' intention that PGIS provide all
of the types of services described herein for PAF's Class A and Class C
shares. Accordingly, PAF hereby appoints PGIS as the Transfer Agent,
Dividend Disbursing Agent, and Administrative Services Agent for each
Class of the Fund's shares, and PGIS accepts such appointment and
agrees to act in such capacities, and to provide such other services as
are described in this Agreement, upon the terms set forth in this
Agreement. All references to the Fund or a Portfolio herein shall be
interpreted so as to include both Classes of Fund shares.
Section 32. The Transfer Agent hereby agrees that, prior to
any vote on the Multi-Class Plan, the Transfer Agent will provide to
PAF's Board of Directors such information requested by the Board as may
be reasonably necessary to their evaluation of the Multi-Class Plan.
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.
/s/ XXXXX XXXXX /s/ XXXXXX X. XXXXXXX
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ATTEST: PACIFIC GLOBAL INVESTORS SERVICES,
INC.
/s/ XXXX CALOUDES /s/ XXXXXX X. XXXXXX
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Schedule A
Transfer Agency Fee Schedule
Account Maintenance and Processing Fees:
(1) Class A Shares
$18.00 per open account per year, and
$2.00 per closed account per year; or
A Minimum Fee of $15,000 per Portfolio per year.
(2) Class C Shares
$18.00 per open account per year, and
$2.00 per closed account per year; or
A Minimum Fee of $9,000 per Portfolio per year.
(3) Out-of-Pocket Expenses authorized by this Agreement.
Account or Minimum Fees, whichever is applicable, are billed monthly at 1/12th
of the stated annual rate. Out-of-Pocket fees are billed monthly, as incurred.
Benefit Plan Processing:
Benefit Plan Processing Fees, which can be charged to the Shareholder of the
Fund, for Individual Retirement Accounts ("IRAs or 403(b)s"):
XXX 403(b)
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Acceptance fee (per account) $10.00 $20.00
Annual Maintenance fee (per account per year) $10.00 $20.00
Liquidation/Transfer fee (per transaction) $10.00 $20.00
Administrative Service Agent Fee Schedule
PGIS shall receive an annual fee equal to 0.05%of the average daily net asset
value of each Portfolio of the Fund, subject to a maximum annual fee of
twenty-five thousand dollars ($25,000.00) per Portfolio. The fee is to be
computed daily and is payable on the first business day following the calendar
month being billed.
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Conversion/Termination of Agreement
Upon termination of this Agreement, PGIS reserves the right to assess reasonable
fees to cover conversion expenses incurred by it in effecting such conversion.
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