EXHIBIT 23(h)(2)(B)
XXX FINANCIAL SECURITIES, INC.
0000 Xxxxxxxx Xxxxx, Xxxxx #0-000
Xxxxxxxx, Xxxxxx 00000
(000) 000-0000
SELLING DEALER AGREEMENT
______________________
Xxx Financial Securities, Inc., principal underwriter of the capital stock
of the First Pacific Low Volatility Fund series of First Pacific Mutual Fund,
Inc. (hereinafter referred to as the "Fund"), cordially invites you to become a
member of the Selling Group which distributes the Fund's shares. We base our
offer of membership to you on our understanding that you are a member of the
Financial Industry Regulatory Authority and also on the understanding that you
agree to act in accordance with the following terms:
1. You and we agree to abide by the Conduct Rules of the Financial Industry
Regulatory Authority, and all other rules and regulations that are now or
may become applicable to transactions hereunder.
2. Orders for shares received from you and accepted by us will be executed at
the public offering price applicable to each order as established by the
prospectus of the Fund, including any applicable sales load waivers. The
procedure relating to the handling of orders shall be subject to
instructions which we shall forward from time to time to all members of
the Selling Group. All orders are subject to acceptance by us and we
reserve the right in our sole discretion to reject any order.
3. (a) At the time of sale, checks shall be made out to the Fund and the
principal underwriter of the Fund will rebate to you a concession equal to
the amount set forth in the then current prospectus of the Fund.
(b) We agree to pay you a quarterly amount in arrears equal to
distribution expenses actually incurred, not to exceed a maximum amount of
0.25% of the net asset value of Fund accounts attributable to your sales
efforts, until the earlier of the date on which the net assets subject to
this Agreement are redeemed out of the Fund by the shareholder of the date
of termination or material amendment of the Fund's Rule 12b-1 Distribution
Plan.
4. As a member of the Selling Group, you agree to purchase shares only from
us as agent for the Fund or from your customers. Purchases from us shall
be made only for the purpose of covering purchase orders already received
from your customers (who may be any persons other than a securities dealer
or broker) or for your own bona fide investment. Purchases from your
customers shall be at a price not less than the net asset value next
calculated after receipt by us of a proper order.
5. You agree that you will not withhold placing customers' orders so as to
profit yourself as a result of such withholding.
6. You agree to sell shares only; (a) to your customers at the public
offering price then applicable in accordance with the terms of the
prospectus of the Fund, or (b) to us as agent for the Fund or the Fund
itself.
7. Settlements shall be made promptly, but in no case later than three
business days after our acceptance of the order. If payment is not so
received or made, the right is reserved forthwith to cancel the sale or,
at our option, to resell the shares purchased at the then prevailing net
asset value, in which latter case you will agree to be responsible for any
loss resulting to us from your failure to make payment as aforesaid.
8. If any shares sold to you under the terms of this agreement are
repurchased by the Fund or by us as agent for the Fund, you agree to pay
forthwith to us the full amount of the concession allowed to you on the
original sale. We shall notify you of such repurchase within ten days of
the date of said liquidation.
9. All sales will be subject to receipt of shares by us from the Fund. The
Fund and/or we reserve the right in our discretion without notice to you
to suspend sales or withdraw the offering of shares entirely, to change
the offering price as provided in the prospectus or to modify or cancel
this agreement, which shall be construed in accordance with laws of the
State of Hawaii.
10. No person is authorized to make any representations concerning the Fund or
their shares except those contained in the prospectus of the Fund and any
such information as may be released by the Fund as information
supplemental to the prospectus. In purchasing shares from us you shall
rely solely on the representations contained in the prospectus and
supplemental information above mentioned.
11. Additional copies of the prospectus and of any printed information issued
as supplemental literature to said documents will be supplied by us to
members of the Selling Group in reasonable quantities upon request.
12. In no transaction shall you have authority whatsoever to act as agent of
the Fund or of us or of any other member of the Selling Group, and nothing
in this agreement shall constitute you or the Fund, the agent of the
other. In all transactions in these shares between you and us, you are
acting as principal, or as agent for an undisclosed principal, and we as
agent for the Fund.
13. All communications to us shall be sent to: Xxx Financial Securities, Inc.
at the address set forth on page one of this agreement. Any notice to you
shall be duly given if mailed to you at your address as registered from
time to time with the Financial Industry Regulatory Authority.
XXX FINANCIAL SECURITIES, INC.
By:____________________________________________
Date:___________________________________________
The undersigned accepts your invitation to become a member of the Selling Group
and agrees to abide by the foregoing terms and conditions. The undersigned
acknowledges receipt of Fund prospectuses for use in connection with this
offering.
Dealer Name:____________________________________________________________
Address:________________________________________________________________
__________________________________________________________________
Employer Identification Number:_____________________________________________
By:_____________________________________________________________________
(Authorized Signature)
Print Name and Title:______________________________________________________
Phone Number:___________________________________________________________
Date:___________________________________________________________________
