SHAREHOLDER SERVICES AGREEMENT
AGREEMENT dated March 16, 1994, amended, January 29, 1996, and
January 21, 1998, between First Pacific Recordkeeping, Inc. ("FPR"), a
Hawaii Corporation and First Pacific Mutual Fund, Inc. (the "Corporation"),
a Maryland Corporation. First Hawaii Municipal Bond Fund series, First
Hawaii Intermediate Municipal Fund series and First Idaho Tax-Free Fund
series are series of the Corporation operated as open-end, non-diversified
management investment companies. All references to any series of the
Corporation will be called the "Fund" unless expressly noted otherwise.
WITNESSETH:
WHEREAS, each Fund is a non-diversified, open-end management
investment company registered under the Investment Company Act of 1940,
as amended (the "1940 Act"); and
WHEREAS, FPR serves as Transfer Agent to each Fund under a separate
Transfer Agent Agreement and each Fund desires to avail itself of certain
administrative services provided by FPR with regard to personal services of
shareholder accounts which are not covered by the Transfer Agent Agreement;
and
WHEREAS, FPR is willing to furnish such services on the terms and
conditions hereinafter set forth.
NOW, THEREFORE, the parties hereto, intending to be legally bound,
hereby agree as follows:
Section 1. Each Fund hereby appoints FPR to administer certain
of the affairs of each Fund for the period and on the terms set forth in
this Agreement. FPR hereby accepts such appointment and agrees during such
period to render the services herein described and to assume the obligations
set forth herein, for the compensation herein provided.
Section 2. FPR shall provide personal servicing of shareholder
accounts, which may include telephone and written conversations, assistance
in redemptions, exchanges, transfers and opening accounts as may be required
from time to time. FPR shall, in addition, provide such additional
administrative management services as it and each Fund may from time to
time agree.
Section 3. First Pacific Management Corporation shall oversee
all relationships between the Fund and its Custodian, Transfer Agent and any
accounting services agents, including the supervision of the performance of
the Fund's agreements with such parties.
Section 4. The accounts and records maintained by FPR shall be the
property of each Fund and shall be made available to each Fund within a
reasonable period of time, upon demand. FPR shall assist each Fund's
independent auditors, or upon approval of each Fund, or upon demand, any
regulatory body, in any requested review of each Fund's accounts and records
but shall be reimbursed for all expenses and employee time invested in any
such review outside of routine and normal periodic reviews. FPR shall
supply the necessary data for each Fund's completion of any necessary tax
returns, questionnaires, periodic reports to shareholders and such other
reports and information requests as each Fund and FPR shall agree upon from
time to time.
Section 5. FPR may rely upon the advice of each Fund and counsel to
each Fund and upon statements of each Fund's accountants and other persons
believed by it in good faith to be expert in matters upon which they are
consulted, and FPR shall not be liable for any actions taken in good faith
upon such statements.
Section 6. FPR shall not be liable for any action taken in good faith
reliance upon any authorized Oral Instructions, any Written Instructions and
certified copy of any resolution of the Board of Directors of each Fund or
any other document reasonably believed by FPR to be genuine and to have been
executed or signed by the proper person or persons.
Section 7. Each Fund shall indemnify and hold FPR harmless from any
and all expenses, damages, claims, suits, liabilities, actions, demands and
losses whatsoever arising out of or in connection with any error, omission,
inaccuracy or other deficiency of any information provided to FPR by each
Fund, or the failure of each Fund to provide any information needed by FPR
knowledgeably to perform its functions hereunder. Also, each Fund shall
indemnify and hold harmless FPR from all claims and liabilities (including
reasonable expenses for legal counsel) incurred by or assessed against FPR
in connection with the performance of this Agreement, except such as may
arise from FPR's own negligent action, omission or willful misconduct;
provided, however, that before confessing any claim against it, FPR shall
give the Fund reasonable opportunity to defend against such claim in the
name of the Fund or FPR or both.
Section 8. As full compensation for the services performed by FPR,
First Hawaii Municipal Bond Fund shall pay FPR a fee at the annualized rate
of .10 of one percent (.10%) of the average daily net assets of the Fund.
This fee will be computed daily and be paid monthly within ten (10) business
days after the last six (6) days of each month. This fee shall be prorated
for any fraction of a month at the commencement or termination of this
Agreement. First Hawaii Intermediate Municipal Fund and First Idaho
Tax-Free Fund will not pay FPR any fees.
Section 9. Except as required by laws and regulations governing
investment companies, nothing contained in this Agreement is intended to
or shall require FPR, in any capacity hereunder, to perform any functions
or duties on any holiday or other day of special observance on which FPR
is closed. Functions or duties normally scheduled to be performed on such
days shall be performed on, and as of, the next business day on which both
each Fund and FPR are open.
Section 10. Either each Fund or FPR may give written notice to the
other of the termination of this Agreement, such termination to take effect
at the time specified in the notice, which time shall be not less than sixty
(60) days from the giving of such notice. Such termination shall be without
penalty.
Section 11. This Agreement may be executed in two or more counterparts,
each of which, when so executed, shall be deemed to be an original, but such
counterparts shall together constitute but one and the same instrument.
Section 12. This Agreement shall extend to and shall be binding upon
the parties hereto and their respective successors and assigns; provided,
however, that this Agreement shall not be assignable by FPR without the
approval of each Fund by a resolution of its Board of Directors.
Section 13. This Agreement shall be governed by the laws of the State
of Hawaii.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their duly authorized officers as of the day and year first above
written.
FIRST PACIFIC RECORDKEEPING, INC.
By: \S\ Xxxxxxxx X.X. Xxx
Xxxxxxxx X.X. Xxx, President
Attest: \S\ Xxxx Xxxx
Xxxx Xxxx, Secretary
FIRST PACIFIC MUTUAL FUND, INC.
By: \S\ Xxxxxxxx X.X. Xxx
Xxxxxxxx X.X. Xxx, President
Attest: \S\ Xxxx Xxxx
Xxxx Xxxx, Secretary
AMENDMENT TO SHAREHOLDER SERVICES AGREEMENT
Dated October 15, 1998
The following Section of the Shareholder Services Agreement dated March
16, 1994 is Amended as follows:
Section 8. As full compensation for the services performed by FPR, First
Hawaii Municipal Bond Fund shall pay FPR a fee at the annualized rate of up
to .10 of one percent (.10%) of the average daily net assets of the Fund.
This fee will be computed daily and be paid monthly within ten (10) business
days after the last day of each month. This fee shall be prorated for any
fraction of a month at the commencement or termination of this Agreement.
First Hawaii Intermediate Municipal Fund and First Idaho Tax-Free Fund will
not pay FPR any fees.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their duly authorized officers as of the day and year first above
written.
FIRST PACIFIC RECORDKEEPING, INC.
By: \S\ Xxxxxxxx X.X. Xxx
Xxxxxxxx X.X. Xxx, President
[Corporate Seal]
Attest: \S\ Xxxx Xxxx
Xxxx Xxxx, Secretary
FIRST PACIFIC MUTUAL FUND, INC.
By: \S\ Xxxxxxxx X.X. Xxx
Xxxxxxxx X.X. Xxx, President
[Corporate Seal]
Attest: \S\ Xxxx Xxxx
Xxxx Xxxx, Secretary
