PACIFIC GLOBAL FUND INC
497, 2000-11-13
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           PACIFIC GLOBAL FUND, INC. D/B/A PACIFIC ADVISORS FUND INC.

                       SUPPLEMENT DATED NOVEMBER 13, 2000
                                     TO THE
                          PROSPECTUS DATED MAY 1, 2000

     This Supplement is being provided to notify you that Hamilton & Bache, Inc.
("H&B") has resigned its positions as Sub-Adviser of the Balanced Fund and
Co-Manager of the Income and Equity Fund, effective November 10, 2000, and to
notify you of the steps being taken to replace H&B in those positions.

     The Company proposes to retain Bache Capital Management, Inc. ("BCM") as
the new Sub-Adviser to the Balanced Fund and Co-Manager of the Income and Equity
Fund. BCM was founded by Stephen K. Bache, CFA, former Chief Investment Officer
of H&B. BCM is engaged principally in the business of rendering investment
advisory services and is registered as an investment adviser with the U.S.
Securities and Exchange Commission.

     On November 10, 2000, the Company's Board of Directors approved a
Sub-Advisory Agreement with BCM, whereby BCM will act as Sub-Adviser to the
Balanced Fund and a Co-Management Agreement with Pacific Global Investment
Management Company ("PGMIC") and BCM, whereby BCM will act as Co-Manager, and
PGIMC will continue to act as Co-Manager, of the Income and Equity Fund. The
terms of the Sub-Advisory and Co-Management Agreements with BCM are identical in
all material respects, including the rate of compensation to be paid to BCM, to
the terms of the Sub-Advisory and Co-Management Agreements with H&B. Neither
Agreement will be effective until approved by the appropriate Fund's
shareholders.

     Accordingly, a special meeting of the shareholders of the Balanced Fund and
the Income and Equity Fund is scheduled for February 28, 2001, at which time
shareholders will cast their vote to approve the Sub-Advisory Agreement with BCM
for Balanced Fund and the Co-Management Agreement with BCM and PGIMCO for the
Income and Equity Fund. We currently plan to mail proxy materials to
shareholders in mid-January 2001.

     Until the shareholder vote is taken, the Board of Directors has authorized
BCM to act as Sub-Adviser to the Balanced and as Co-Manager of the Income and
Equity Fund on an interim basis. Any compensation due to BCM with respect to
this interim period will be held in escrow until the shareholders vote.

     This Supplement updates certain information contained in the prospectus of
Pacific Advisors Fund Inc. (the "Prospectus") dated May 1, 2000. YOU SHOULD
AFFIX THIS SUPPLEMENT TO YOUR PROSPECTUS AND RETAIN BOTH THE SUPPLEMENT AND
PROSPECTUS FOR FUTURE REFERENCE. You may obtain an additional copy of the
Prospectus, free of charge, if you write to Pacific Advisors


                                       1
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Fund Inc. (the "Company") at 206 North Jackson Street, Suite 301, Glendale,
California 91206 or call 1-800-282-6693.

     INSERT THE FOLLOWING SENTENCE AFTER THE SECOND SENTENCE OF THE SECOND
PARAGRAPH UNDER THE HEADING "WAIVING FEES TO KEEP COSTS DOWN" ON PAGE 12 OF THE
PROSPECTUS:

     Effective January 1, 2001, PGIMC no longer will reduce its fee to the
Balanced Fund.

REPLACE THE NAME "HAMILTON & BACHE (`H&B')" WITH THE NAME "BACHE CAPITAL
MANAGEMENT, INC. (`BCM')" AND THE ABBREVIATION "H&B" WITH "BCM" UNDER THE
HEADING "WAIVING FEES TO KEEP COSTS DOWN" ON PAGE 12 OF THE PROSPECTUS.

REPLACE THE SECOND BULLET POINT UNDER THE HEADING "INVESTMENT MANAGER" ON PAGE
25 OF THE PROSPECTUS WITH THE FOLLOWING:

     -    co-manage the investment activities of the Income and Equity Fund with
          Bache Capital Management, Inc., the interim Co-Manager;

REPLACE THE FOURTH AND FIFTH PARAGRAPHS UNDER THE HEADING "CO-MANAGERS AND
ADVISERS" ON PAGE 26 OF THE PROSPECTUS WITH THE FOLLOWING PARAGRAPHS:

BACHE CAPITAL MANAGEMENT, INC. ("BCM"), is the interim adviser to the Balanced
Fund and interim co-manager of the Income and Equity Fund. Stephen K. Bache is
interim portfolio manager for the Balanced Fund and interim co-portfolio manager
of the Income and Equity Fund.

BCM is wholly-owned by Stephen K. Bache, CFA, founder and Chief Investment
Officer. He founded the firm and began operations in 2000. Prior to founding
BCM, Stephen K. Bache, CFA, was Chief Investment Officer of Hamilton & Bache,
the former adviser to the Balanced Fund and co-manager of the Income and Equity
Fund. BCM is located at 3 Berkshire Place, La Canada, CA 91011.

REPLACE THE FIRST SENTENCE UNDER THE HEADING "MANAGEMENT AND ADVISORY FEES" ON
PAGE 27 OF THE PROSPECTUS WITH THE FOLLOWING SENTENCES:

The Fund pays PGIMC and BCM (as co-manager of the Income and Equity Fund only)
directly for their services to the Funds. However, any compensation due BCM (as
interim co-manager of the Income and Equity Fund only) will be held in escrow
until such time as the shareholders approve the Co-Management Agreement between
BCM and the Income and Equity Fund.

REPLACE THE SECOND PARAGRAPH UNDER THE HEADING "MANAGEMENT AND ADVISORY FEES" ON
PAGE 27 OF THE PROSPECTUS WITH THE FOLLOWING:


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As described above (see Fee Table, page 11), PGIMC and BCM (with respect to the
Income and Equity Fund only) are waiving their management fees and are absorbing
or reimbursing expenses in order to keep the fund expenses of the Government
Securities Fund, Income and Equity Fund, and Growth Fund below certain levels.
In addition, until January 1, 2001, PGIMC will reduce its management fee on the
Balanced Fund by 0.40% of average daily net assets. Beginning January 1, 2001,
PGIMC no longer will reduce its management fee on the Balanced Fund.


                                       3
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           PACIFIC GLOBAL FUND, INC. D/B/A PACIFIC ADVISORS FUND INC.

                       SUPPLEMENT DATED NOVEMBER 13, 2000
                                     TO THE
                       STATEMENT OF ADDITIONAL INFORMATION
                                DATED MAY 1, 2000



     This Supplement updates certain information contained in the statement of
additional information ("SAI") for Pacific Advisors Fund Inc., dated May 1,
2000. YOU SHOULD AFFIX THIS SUPPLEMENT TO YOUR SAI AND RETAIN BOTH THE
SUPPLEMENT AND SAI FOR FUTURE REFERENCE. You may obtain an additional copy of
the SAI, free of charge, if you write to Pacific Advisors Fund Inc. (the
"Company") at 206 North Jackson Street, Suite 301, Glendale, California 91206 or
call 1-800-282-6693.

REPLACE THE FIRST PARAGRAPH UNDER THE HEADING "INVESTMENT MANAGER, CO-MANAGER,
AND ADVISERS ON PAGE S-18 OF THE SAI WITH THE FOLLOWING PARAGRAPH:

     Pacific Global Investment Management Company (the "Manager" or "Pacific
Global") serves as manager pursuant to separate agreements between the Company
on behalf of each Fund and the Manager (the "Management Agreements"). The
Manager and the Company, on behalf of the Government Securities Fund and the
Balanced Fund, have entered into sub-advisory agreements ("Sub-Advisory
Agreements") with registered investment advisers (the "Advisers"). Spectrum
Asset Management, Inc. ("Spectrum") serves as Adviser to the Government
Securities Fund; Bache Capital Management, Inc. ("BCM") serves as Adviser to the
Balanced Fund on an interim basis; and Pacific Global serves as Adviser to the
Small Cap Fund and the Growth Fund. The Company, on behalf of the Income and
Equity Fund, entered into an interim co-management agreement ("Co-Management
Agreement") with the Manager and BCM as of November 10, 2000. Under the
Co-Management Agreement, the Manager and BCM ("Co-Manager") co-manage the
investment and reinvestment of the Fund's assets.

Each Management Agreement and the Sub-Advisory Agreement for the Government
Securities Fund has been approved by applicable shareholders. The Sub-Advisory
Agreement for the Balanced Fund and the Co-Management Agreement for the Income
and Equity Fund were approved by the Board of Directors, including a majority of
the non-"interested" persons, and will be submitted for approval by the
applicable shareholders at a special meeting of the shareholders scheduled for
February 28, 2001. Until the shareholder vote is taken, BCM acts as Adviser to
the Balanced Fund and Co-Manager of the Income and Equity Fund on an interim
basis pursuant to interim agreements, the terms of which are identical in all
material respects to the Agreements approved by the Board of Directors, except
that any compensation due BCM under the Agreements will be held in escrow until
after the shareholders vote.
<PAGE>

REPLACE THE SECOND SENTENCE UNDER THE HEADING "ADVISERS AND CO-MANAGER" ON PAGE
S-18 OF THE SAI WITH THE FOLLOWING SENTENCE:

BCM is a California corporation, all of the shares of which are owned by Stephen
K. Bache.

REPLACE THE THIRD SENTENCE UNDER THE HEADING "THE MANAGER'S, CO-MANAGER'S AND
ADVISERS' FEES" ON PAGE S-19 OF THE SAI WITH THE FOLLOWING SENTENCES:

As further described in the Table, the Company pays BCM for its services as
Co-Manager to the Income and Equity Fund. However, until the Fund's shareholders
approve a Co-Management Agreement with BCM, any compensation due BCM for its
services as Co-Manager will be held in escrow.

INSERT THE FOLLOWING SENTENCE AT THE END OF THE FIRST PARAGRAPH UNDER THE
HEADING "EXPENSE LIMITATION AGREEMENTS" ON PAGE S-21 OF THE SAI:

In accordance with these provisions, the Expense Limitation Agreement applicable
to the Balanced Fund will terminate effective January 1, 2001.


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