Exhibit 8a4
AMENDMENT TO TRANSFER AGENCY AGREEMENT
AMENDMENT TO TRANSFER AGENCY AGREEMENT dated as of this 24th day of July,
2002, by and between Pacific Global Fund, Inc., a Maryland corporation doing
business as Pacific Advisors Fund Inc. (the "Fund" or "PAF"), and Pacific Global
Investor Services, Inc., a California Corporation ("PGIS").
WITNESSETH:
WHEREAS, the Fund 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 Fund has
engaged the services of PGIS to act as transfer agent, dividend disbursing
agent, and to perform certain other services as described in the Transfer Agency
Agreement; and,
WHEREAS, the Fund is required pursuant to section 352 of the USA PATRIOT
ACT and regulations of the Department of Treasury thereunder to develop and
implement an anti-money laundering compliance program ("AML Program") reasonably
designed to prevent the Fund from being used to launder money or finance
terrorist activities, including achieving and monitoring compliance with the
applicable requirements of the Bank Secrecy Act, as amended, and implementing
regulations of the Department of Treasury; and,
WHEREAS, the Fund has no employees and does not itself conduct any
operations relating to transactions with shareholders that could be the subject
of an AML Program, and conducts such operations solely through its transfer
agent, PGIS, and its affiliated principal underwriter, Pacific Global Fund
Distributors Inc. ("PGFD"); and,
WHEREAS, while PGIS itself is not subject to the requirement under
section 352 of the USA PATRIOT ACT to develop and implement an AML Program, PGIS
voluntarily has developed certain written policies and procedures relating to
anti-money laundering compliance, and PGIS has provided copies of its written
policies and procedures to the Fund;
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. The Transfer Agency Agreement is amended by the insertion of
Sections 33 and 34 as follows:
SECTION 33 PGIS agrees to implement and operate an AML Program
on behalf of the Fund (the "Fund AML Program") as such Program pertains
to shareholder transactions effected through services provided by PGIS.
PGIS agrees that the Fund AML Program will be reasonably designed to
prevent the Fund from being used for money laundering or the financing of
terrorist activities
and to achieve and monitor compliance with the applicable requirements of
the Bank Secrecy Act (31 U.S.C. Sections 5311 ET SEQ.) and the
implementing regulations thereunder.
SECTION 34 PGIS agrees to maintain and preserve reasonable
records pertaining to the implementation and operation of the Fund AML
Program. PGIS consents, upon reasonable notice, (a) to make information
and records regarding the operation of the Fund AML Program available to
the U.S. Securities and Exchange Commission (the "SEC") for review and
(b) to make the Fund AML Program available for inspection by the SEC.
2. 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.
3. 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/ Xxxxxxx Xxxxx /s/ Xxxxxx X. Xxxxxxx
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ATTEST: PACIFIC GLOBAL INVESTOR SERVICES, INC.
/s/ Xxxxxxxxx X. Xxxxxxx /s/ Xxxxxxx X. Xxxxxx
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