Exhibit 99.8(c)2
AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
GOVERNMENT SECURITIES FUND
This AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT (this "Agreement"),
effective this 31st day of December, 2003, amends and restates the Expense
Limitation Agreement dated November 17, 1997, as amended and restated March 29,
2002, by and between Pacific Global Fund, Inc., a Maryland corporation doing
business as Pacific Advisors Fund Inc. (the "Corporation"), on behalf of the
Government Securities 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 and the Investment Manager determined that it was
and is appropriate and in the best interests of the Fund and its shareholders
during the Fund's start-up phase to maintain the Fund's expenses at a level
below the level to which the Fund would normally be subject; and
WHEREAS, during the period from October 16, 1992, through December 31,
2003, the Investment Manager waived fees and reimbursed the Fund for Fund
Operating Expenses (as defined in Section 1 below) pursuant to the Expense
Limitation Agreement, as amended from time to time, most recently as of November
17, 1997; and
WHEREAS, the Expense Limitation Agreement, as amended from time to time,
provided that the Investment Manager may recoup some or all of the management
fees previously waived and Fund Operating Expenses previously reimbursed,
subject to specified conditions; and
WHEREAS, the Corporation and the Investment Manager have deemed it
appropriate to amend and restate the Expense Limitation Agreement, as set forth
below:
NOW THEREFORE, the parties hereto agree as follows:
1 EXPENSE LIMITATION
1.1 APPLICABLE EXPENSE LIMIT. For each Class of the Fund, to the extent
that the Class Operating Expenses in any fiscal year exceed the applicable Class
Operating Expense Limit, the Investment Manager shall be liable for the portion
of such excess amount as does not exceed the amount of the investment advisory
fees for such year (the
AClass Excess Amount@). AClass Operating Expenses@ shall mean the aggregate
expenses of every character incurred by the Fund in any fiscal year, including
but not limited to investment advisory fees of the Manager (but excluding
interest, taxes, brokerage commissions, and other expenditures which are
capitalized in accordance with generally accepted accounting principles, and
other extraordinary expenses not incurred in the ordinary course of the Fund's
business) attributable to such Class in accordance with the Corporation's
Multi-Class Plan pursuant to Rule 18f-3 under the 1940 Act, as such Plan is in
effect from time to time (the AMulti-Class Plan@).
1.2 CLASS OPERATING EXPENSE LIMIT. The Class Operating Expense Limit in
any fiscal year for the Fund's Class A Shares shall equal 1.75% of the average
daily net assets of the Fund attributable to Class A Shares. The Class Operating
Expense Limit in any fiscal year for the Fund's Class C Shares shall equal 2.50%
of the average daily net assets of the Fund attributable to Class C Shares.
1.3 METHOD OF COMPUTATION.
1.3.1 DAILY COMPUTATION. The Investment Manager shall determine on
each business day whether the aggregate fiscal year-to-date Class Operating
Expenses for any Class exceed the applicable Class Operating Expense Limit,
as such Class Operating Expense Limit has been pro-rated to the date of
such determination (the "Pro-Rated Class Operating Expense Limit"). If, on
any business day, the aggregate fiscal year-to-date Class Operating
Expenses do not equal the Pro-Rated Class Operating Expense Limit, the
amount of such difference shall be netted against the total year-to-date
Class Excess Amount, determined as of the end of the previous business day,
and the difference shall be accrued for that day as a Daily Difference
(which may be positive or negative as appropriate), provided that after
such accrual the total year-to-date Class Excess Amount may not exceed the
year-to-date investment advisory fees accrued by the Investment Manager
with respect to that Class. A positive Daily Difference will accrue if the
aggregate fiscal year-to-date Class Operating Expenses exceed the Pro-Rated
Class Operating Expense Limit, and a negative Daily Difference will accrue
if the aggregate fiscal year-to-date Class Operating Expenses are less than
the Pro-Rated Class Operating Expense Limit.
1.3.2 MONTHLY CALCULATION OF FEE WAIVER. At the end of each month,
the accruals made in such month pursuant to Section 1.3.1 above shall be
netted for each Class. If the total positive Daily Differences for such
month exceed the negative Daily Differences, the Investment Manager shall
waive its investment advisory fee for the month with respect to such Class
in an amount equal to the net Daily Differences; if the total negative
Daily Differences for such month exceed the total positive Daily
Differences, the Investment Manager shall not be required to waive its
investment advisory fee for the month; and further, the Investment Manager
shall not be obligated to waive fees at the end of any month, to the extent
that such waiver would cause the Investment Manager's total fiscal
year-to-date fee waivers to exceed the then-current difference between the
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aggregate fiscal year-to-date Class Operating Expenses and the applicable
year-to-date Class Operating Expense Limit. Any such waiver shall be
allocated among the Classes of the Fund in accordance with the terms of the
Fund's Multiple Class Plan Pursuant to Rule 18f-3 under the 1940 Act.
1.4 YEAR-END ADJUSTMENT. Each year, if necessary, within 30 days after
the completion of the audit of the Corporation's financial statements for such
fiscal year, an adjustment payment shall be made by the appropriate party in
order that the amount of the investment management fees waived or reduced with
respect to each Class with respect to such fiscal year shall equal the
applicable Class Excess Amount.
2 TERM AND TERMINATION OF AGREEMENT.
This Agreement shall continue in effect for a period of one year from the
date of its execution and from year to year thereafter provided such continuance
is specifically approved by a majority of the Directors of the Corporation who
(i) are not Ainterested persons@ of the Corporation or any other party to this
Agreement, as defined in the Act, and (ii) have no direct or indirect financial
interest in the operation of this Agreement (ANon-Interested Directors@).
Nevertheless, this Agreement may be terminated by either party hereto, without
payment of any penalty, upon 90 days= prior written notice to the other party at
its principal place of business; provided that, in the case of termination by
the Fund, such action shall be authorized by resolution of a majority of the
Non-Interested Directors of the Corporation or a vote of a majority of the
outstanding voting securities of the Fund.
3 MISCELLANEOUS.
3.1 PREVIOUSLY WAIVED FEES AND REIMBURSEMENTS BY THE INVESTMENT MANAGER.
The provisions of this Agreement providing in certain circumstances for
repayment to the Investment Manager of fees previously waived and expenses
previously reimbursed hereunder, as set forth in former Section 2 of this
Agreement, hereby as terminated. 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.
3.2 NOTICES. Any notice under this Agreement shall be given in writing,
addressed and delivered, or mailed postpaid, (a) if to the Manager, to Pacific
Global Investment Management Company, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, and (b) if to the Corporation, at the foregoing office of
the Investment Manager.
3.3 CAPTIONS. The captions in this Agreement are included for
convenience of reference only and in no other way define or delineate any of the
provisions hereof or otherwise affect their construction or effect.
3.4 INTERPRETATION. Nothing herein contained shall be deemed to require
the Fund or the Corporation to take any action contrary to the its Articles of
Incorporation or
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By-Laws, or any applicable statutory or regulatory requirement to which it is
subject or by which it is bound, or to relieve or deprive the Board of Directors
of its responsibility for and control of the conduct of the affairs of the
Corporation or the Fund.
3.5 DEFINITIONS. Any question of interpretation of any term or provision
of this Agreement, including but not limited to the investment advisory fee, the
computations of net asset values, and the allocation of expenses, having a
counterpart in or otherwise derived from the terms and provisions of the
Management Agreement, shall have the same meaning as and be resolved by
reference to such Agreement.
3.6 GOVERNING LAW. Except insofar as the 1940 Act or other federal laws
or regulations may be controlling, this Agreement shall be governed by, and
construed and enforced in accordance with the laws of the State of Maryland.
3.7 EFFECTIVE DATES. The provisions of Section 1 of this Agreement shall
become effective on February 15, 2004, and prior to that date, any fee waiver or
expense reimbursements shall be determined and paid in accordance with Section 1
of the Expense Limitation Agreement with respect to the Fund, dated November 17,
1997, as amended and restated March 29, 2002 without regard to Section 2
thereof. The remaining provisions of this Agreement, including Section 3.1,
shall be effective beginning on December 31, 2003.
IN WITNESS WHEREOF, the parties have caused this Agreement 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 GOVERNMENT
SECURITIES FUND
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
ATTEST: PACIFIC GLOBAL INVESTMENT
MANAGEMENT COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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