EXHIBIT 13(b)
AGREEMENT PURSUANT TO THE PLAN OF DISTRIBUTION
THIS AGREEMENT is made as of the 16th day of Ocotber, 1992 by and
between the 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, ("Pacific Distributors").
WHEREAS, the Corporation intends to engage in business as an open-end
management investment company and is registered as such under the Investment
Company Act of 1940, as amended (the "Act"); and
WHEREAS, Pacific Distributors is a broker-dealer registered as such
under the Securities Exchange Act of 1934, as amended, and intends to engage in
the business of selling shares of investment companies either directly to
purchasers or through other broker-dealers; and
WHEREAS, pursuant to a Distribution Agreement between the Corporation
and Pacific Distributors dated as of October 16, 1992, Pacific Distributors is
the principal underwriter and distributor of the shares of each series ("Fund")
of the Corporation to the public;
WHEREAS, the Corporation has adopted a Plan of Distribution Pursuant to
Rule 12b-1 under the Act (the "Plan") pursuant to which the Corporation shall
reimburse its principal underwriter and distributor for payments made to
Recipients (as defined in the Plan), at the rate of 0.25% per annum of each
Fund's average daily net assets attributable to shares that were sold through
Recipients; and
WHEREAS, this Agreement between the Corporation and Pacific
Distributors is an agreement related to the Plan;
NOW, THEREFORE, the Corporation and Pacific Distributors,
intending to be legally bound, hereby agree as follows;
1. REIMBURSEMENT BY THE CORPORATION PURSUANT TO THE PLAN.
The Corporation shall reimburse Pacific Distributors for any expense
properly incurred for distribution activities to the extent permitted by the
Plan.
In this respect, each Fund shall bear its own costs of distribution and
reimbursement shall be made from the assets of the Fund, the shares of which
have been sold. Pacific Distributors shall keep accurate and detailed records of
all share sales made, which records shall be presented to the Corporation when
reimbursement is requested.
2. QUARTERLY REPORTS.
So long as the Plan or any amendment thereof is in effect, Pacific
Distributors shall provide to the Board of Directors of the Corporation for its
review, at least quarterly, a written report specifying in reasonable detail the
amounts expended for distribution activities and the purposes for which such
expenditures were made and shall inform the Board of Directors of the
commissions and account servicing fees to be paid by Pacific Distributors to
broker-dealers and financial institutions that have agreements with Pacific
Distributors.
3. EFFECTIVE DATE OF THIS AGREEMENT.
A. This Agreement shall not become effective until the Plan
takes effect according to its terms.
B. This Agreement, or any amendments thereto, shall not take effect
until it has been approved by votes of a majority of both (a) the Board of
Directors of the Corporation and (b) those Directors of the Corporation who are
not "interested persons" of the Corporation and who have no direct or indirect
financial interest in the operation of the Plan or any agreement related to the
Plan (the "Rule 12b-1 Directors"), cast in person at a meeting (or meetings)
called for the purpose of voting on this Agreement.
C. This Agreement shall continue in effect for one year from the date
of effectiveness and from year to year thereafter provided such continuance is
specifically approved at least annually in the manner provided in subparagraph
3.B of this Agreement.
4. TERMINATION.
This Agreement may be terminated upon sixty (60) days' written notice,
and without payment of any penalty, by either party hereto or by vote of a
majority of the Rule 12b-1 Directors, or by a vote of the majority of the
outstanding voting securities of the Funds. This Agreement shall terminate
automatically in the event of its assignment.
5. DEFINITION OF CERTAIN TERMS.
The terms "vote of a majority of the outstanding voting securities,"
"assignment," and "interested person," when used in this Agreement, shall have
the respective meanings specified in the Act and rules thereunder.
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6. GOVERNING LAW.
The provisions of this Agreement shall be construed and interpreted in
accordance with the laws of the State of Maryland as at the time in effect and
the applicable provisions of the Act as from time to time amended and any rules
or regulations promulgated thereunder. In the event that the applicable law of
the State of Maryland or any of the provision herein conflict with the
applicable provisions of the Act, the latter shall control.
The parties hereto have executed this Agreement as of the day and year
first above written.
Attest: PACIFIC GLOBAL FUND, INC.
d/b/a PACIFIC ADVISORS FUND INC.
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Attest: PACIFIC GLOBAL FUND
DISTRIBUTORS, INC.
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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