FIRST PACIFIC MUTUAL FUND, INC.
DISTRIBUTION AGREEMENT
THIS AGREEMENT made this 16th day of March, 1994, amended January 29,
1996, by and between FIRST PACIFIC MUTUAL FUND, INC., a Maryland corporation
with an office located at 0000 Xxxxxxxx Xxxxx, Xxxxx #0-000, Xxxxxxxx,
Xxxxxx, (the "Corporation"), for the First Hawaii Municipal Bond Fund
series and First Hawaii Intermediate Municipal Fund series, the First Idaho
Tax-Free Fund series (all references to any series of the Corporation will
be called the "Fund" unless expressly noted otherwise) and FIRST PACIFIC
SECURITIES, INC., a Hawaii corporation, with its principal office located
at 0000 Xxxxxxxx Xxxxx, Xxxxx #0-000, Xxxxxxxx, Xxxxxx (the "Distributor").
WITNESSETH:
In consideration of the mutual covenants and agreements of the parties
hereto, the parties intending to be bound, mutually covenant and agree with
each other as follows:
1. The Corporation, on behalf of each Fund, hereby appoints the
Distributor as agent of each Fund to effect the sale and public distribution
of shares of the capital stock of each Fund. This appointment is made by
the Corporation of each Fund and accepted by the Distributor upon the
understanding that the distribution of shares of each Fund to the public
be effected by the Distributor or through various securities dealers,
either individuals or organizations, but that it shall be done in such a
manner that each Fund shall be under no responsibility or liability to any
person whatsoever on account of the acts and statements of any such
individual or organization. The Distributor shall have the sole right to
select the security dealers to whom shares will be offered by it and,
subject to express provisions of this Agreement, applicable securities
laws, the Corporation's Articles of Incorporation and the By-Laws and the
then current Prospectus of each Fund, to determine the terms and prices in
any contract for the sale of shares to any dealer made by it as such agent
for each Fund.
2. The Distributor shall be the exclusive agent for each Fund for the
sale of its shares and each Fund agrees that it will not sell any shares to
any person except to fill orders for the shares received through the
Distributor; provided, however, that the foregoing exclusive right shall
not apply: (a) to shares issued or sold in connection with the merger or
consolidation of any other investment company with each Fund or the
acquisition by purchase or otherwise of all or substantially all of the
assets of any investment company or substantially all of the outstanding
shares of any such company by each Fund; (b) to shares which may be offered
by each Fund to its stockholders for reinvestment of cash distributed from
capital gains of net investment income of each Fund; or (c) to shares which
may be issued to shareholders of other funds who exercise any exchange
privilege set forth in the Funds' Prospectus.
3. The Distributor shall have the right to sell the shares of each
Fund's capital stock to dealers, as needed (making reasonable allowance for
the clerical errors and errors of transmission), but not more than the
shares needed to fill unconditional orders for shares placed with the
Distributor by dealers. In every case, the Distributor shall charge the
public offering price and each Fund shall receive the net asset value for
shares sold, determined as provided in Paragraph 4 hereof. The Distributor
shall notify each Fund at the close of each business day (normally 5:00 pm
Eastern Standard Time), of the number of shares sold during each day.
Notwithstanding the foregoing, each Fund may sell its shares to certain
affiliated persons at net asset value, as described in the Prospectus.
4. (a) The public offering price for the First Hawaii Municipal Bond
Fund series and the First Hawaii Intermediate Municipal Fund series consists
of the net asset value per share. The public offering price of the First
Idaho Tax-Free Fund series consists of the net asset value plus any
applicable sales charge as follows:
Concession to
As a % of Net Dealers as a
Amount of As a % of Amount % of Amount
Investment Offering Price Invested Invested
_______________________________________________________________________________
Less than $50,000 2.75% 2.83% 2.25%
$50,000 but less
than $100,000 2.25% 2.30% 1.75%
$100,000 but less
than $250,000 1.75% 1.78% 1.25%
$250,000 but less
than $500,000 1.25% 1.27% 0.95%
$500,000 but less
than $1,000,000 1.00% 1.01% 0.80%
$1,000,000 and over 0.00% 0.00% 0.25%
(b) The net asset value of shares of each Fund shall be determined
by each Fund or each Fund's custodian, or such officer or officers or other
persons the Board of Directors of the Corporation may designate. The
determination shall be made once a day on which the New York Stock Exchange
is open for business and in accordance with the method set out in the By-Laws
of the Corporation and the current Prospectus of the Funds.
5. The Distributor agrees that it will not sell any shares of any Fund
to any officer, director, or partner of either the Distributor or of the
Corporation or any firm or corporation which may be employed by each Fund or
by the Distributor except for investment purposes only and where
the purchaser agrees not to resell the securities to anyone except the Fund.
The Distributor further agrees that it will promptly advise the Secretary of
the Corporation of all sales of shares of each Fund to, or purchase of
shares of each Fund from any such person.
6. The Distributor agrees that it will not for its own account purchase
any shares of each Fund except for investment purposes and that it will not
for its own account sell any such shares excepting only those shares which
it may own at the time of executing this Agreement and any shares resulting
from the reinvestment of dividends paid on those shares, and the Distributor
will not sell other shares except by redemption of such shares by each Fund.
7. (a) On behalf of each Fund, the Corporation appoints and designates
the Distributor as agents of each Fund and the Distributor accepts such
appointments as such agent, to repurchase shares of each Fund in accordance
with the provisions of the Articles of Incorporation and By-Laws of the
Corporation.
(b) In connection with such redemptions or repurchases, the
Corporation authorizes and designates the Distributor to take any action,
to make any adjustments in net asset value, and to make any arrangements for
the payment of the redemption or repurchase price authorized or permitted to
be taken or made in accordance with the Investment Company Act of 1940 and
as set forth in the By-Laws and then current Prospectus of the Funds.
(c) The authority of the Distributor under this Paragraph 7 may,
with the consent of the Corporation, be delegated in whole or in part to
another person or firm.
(d) The authority granted in this Paragraph 7 may be suspended by
the Corporation at any time or from time to time pursuant to the provisions
of its Articles of Incorporation until further notice to the Distributor.
The President or any Vice President of the Corporation shall have
the power granted by said provision. After any such suspension the
authority granted to the Distributor by this Paragraph 7 shall be
reinstated only by a written instrument executed on behalf of each Fund by
the Corporation's President or any Vice President.
8. The Corporation agrees that it will cooperate with the Distributor
to prepare, execute and file applications for registration and qualification
of each Fund's shares for sale under the laws of the United States and the
provisions and regulations of the U.S. Securities and Exchange Commission
and under the Securities Acts of such States and in such amounts as the
Corporation may determine, and shall pay registration fees in connection
therewith. The Distributor shall bear all expenses incident to the sale of
shares of each Fund, including without limitation, the cost of any
sales material or literature, the cost of copies of the prospectus used as
sales material (except those being sent to existing shareholders) and the
cost of any reports or proxy material prepared for each Fund's stockholders
to the extent that such material is used in connection with the sale of
shares of each Fund except to the extent that each Fund is obligated to
bear such costs under a distribution plan adopted by each Fund.
9. For its services under this Agreement, the Distributor shall be
entitled to receive the maximum amount of the payment called for under each
Fund's Distribution Plan (the "Plan") adopted pursuant to the Investment
Company Act of 1940 Rule 12b-1 (the "Rule"). The Distributor may make
payments to others from such amounts in accordance with the Plan or any
agreement in effect under such Plan. The Distributor agrees to comply with
the Rule and the Plan in connection with receipt and disbursement of funds
under the Plan.
10. Notwithstanding anything contained herein to the contrary, shares
of each Fund may be offered for sale at a price, if such reduction or
elimination is authorized by an order of the Securities and Exchange
Commission, or the Investment Company Act of 1940 or if the rules and
regulations promulgated thereunder provide for such variation. Furthermore,
such shares may be offered and sold directly by each Fund rather than by the
Distributor as otherwise provided in this Agreement.
11. This Agreement shall become effective January 29, 1996 and shall
continue in effect for a period of more than one year from its effective
date only as long as such continuance is approved, at least annually, by the
Board of Directors of the Corporation, including a majority of those
Directors who are not "interested persons" of any party to this Agreement,
voting in person at a meeting called for the purpose of voting on such
approval. If payments hereunder are made pursuant to provisions of a plan
adopted by each Fund pursuant to the Investment Company Act of
1940 rule 12b-1, then renewals hereof shall also be made in accordance with
the requirements of such rule. This Agreement may be terminated by either
party hereto upon thirty (30) days written notice to the other party.
This Agreement shall automatically terminate in the event of its
assignment by the Distributor (as the term "assignment" is defined by the
Investment Company Act of 1940, as amended) unless the United States
Securities and Exchange Commission has issued and order exempting each Fund
and the Distributor from the provisions of the Investment Company Act
of 1940, as amended, which would otherwise have effected the termination of
this Agreement.
12. No Amendment to this Agreement shall be executed or become
effective unless its terms have been approved: (a) by a majority of the
directors of the Corporation or by the vote of a majority of the outstanding
voting securities of each Fund, and (b) by a majority of those directors
who are not interested persons of the Funds or of any party to this Agreement.
13. The Corporation, on behalf of each Fund, and the Distributor hereby
each agree that all literature and publicity issued by either of them
referring directly or indirectly to each Fund or the Distributor shall be
submitted to and receive the approval of the Corporation and the Distributor
before the same may be used by either party.
14. (a) The Distributor agrees to use its best efforts in effecting the
sale and public distribution of the shares of each Fund through dealers and to
perform its duties in redeeming and repurchasing the shares of each Fund, but
nothing contained in this Agreement shall make the Distributor or any of its
officers and directors or shareholders liable for any loss sustained by each
Fund or any of the Corporation's officers, directors or shareholders, or by
any other person on account of any act done or omitted to be done by the
Distributor under this Agreement provided that nothing herein contained
shall protect the Distributor against any liability to each Fund or to any
of its shareholders to which the Distributor would otherwise be subject by
reason of willful misfeasance, bad faith, or gross negligence in the
performance of its duties as Distributor or by reason of its reckless
disregard of its obligations or duties as Distributor under this Agreement.
Nothing in this Agreement shall protect the Distributor from any liabilities
which it may have under the Securities Act of 1933 or the Investment Company
Act of 1940.
(b) The Distributor may, from time to time, enter into agreements
with security dealers and other qualified entities such amounts as it deems
appropriate, provided that such payments are permitted by the then current
distribution plan adopted by each Fund in accordance with Rule 12b-1 of the
Investment Company Act of 1940, as amended.
15. As used in this Agreement, the terms "interested person",
"assignment", and "majority of the outstanding voting securities" shall
have the respective meanings specified in the Investment Company Act of
1940 as now in effect.
IN WITNESS WHEREOF, FIRST PACIFIC MUTUAL FUND, INC. for the First Hawaii
Municipal Bond Fund series, the First Hawaii Intermediate Municipal Fund
series, the First Idaho Tax-Free Fund series, and FIRST PACIFIC SECURITIES,
INC. have caused this Agreement to be signed by their duly authorized
officers and their corporate seals to be hereto duly affixed all on the
day and year above written.
FIRST PACIFIC MUTUAL FUND, INC.
By:___/s/ Xxxxxxxx K.H. Lee__________________
Xxxxxxxx X.X. Xxx, President
[Corporate Seal]
Attest:_/s/ Xxxx Chun________________________
Xxxx Xxxx, Secretary
FIRST PACIFIC SECURITIES, INC.
By:____/s/ Xxxxxxxx K.H. Lee_________________
Xxxxxxxx X.X. Xxx, President
[Corporate Seal]
Attest:_/s/ Xxxx Chun________________________
Xxxx Xxxx, Secretary
AMENDMENT TO DISTRIBUTION AGREEMENT
Dated February 1, 1999
The following Section of the Distribution Agreement dated March 16, 1994
is Amended as follows:
Section 4. (a) The public offering price for the First Hawaii Municipal Bond
Fund series, the First Hawaii Intermediate Municipal Fund series and the First
Idaho Tax-Free Fund series consists of the net asset value per share.
IN WITNESS WHEREOF, FIRST PACIFIC MUTUAL FUND, INC. for the First Hawaii
Municipal Bond Fund series, the First Hawaii Intermediate Municipal Fund
series and the First Idaho Tax-Free Fund series, and FIRST PACIFIC
SECURITIES, INC. have caused this Agreement to be signed by their duly
authorized officers and their corporate seals to be hereto duly affixed all
on the day and year above written.
FIRST PACIFIC MUTUAL FUND, INC.
By:____/s/ Xxxxxxxx K. H. Lee_________________
Xxxxxxxx X.X. Xxx, President
[Corporate Seal]
Attest:_/s/ Xxxx Chun________________________
Xxxx Xxxx, Secretary
FIRST PACIFIC SECURITIES, INC.
By:____/s/ Xxxxxxxx K.H. Lee_________________
Xxxxxxxx X.X. Xxx, President
[Corporate Seal]
Attest:_/s/ Xxxx Chun________________________
Xxxx Xxxx, Secretary
AMENDMENT TO DISTRIBUTION AGREEMENT
Dated October 1, 1999
The First Idaho Tax-Free Fund has terminated any and all affiliations
with this Distribution Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated below as of the day and year first
above written.
FIRST PACIFIC MUTUAL FUND, INC.
By:____/s/ Xxxxxxxx K.H. Lee_______________________
Xxxxxxxx X.X. Xxx, President
[Corporate Seal]
Attest:__/s/ Xxxx Chun_____________________________
Xxxx Xxxx, Secretary
FIRST PACIFIC SECURITIES, INC.
By:____/s/ Xxxxxxxx K.H. Lee_______________________
Xxxxxxxx X.X. Xxx, President
[Corporate Seal]
Attest:__/s/ Xxxx Chun_____________________________
Xxxx Xxxx, Secretary
