EXHIBIT 15(b)
SHAREHOLDER SERVICES AGREEMENT
AGREEMENT dated March 16, 1994, amended, January 29, 1996, 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
1
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 and First Hawaii Intermediate Municipal 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 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
2
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.
3
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:____(sig. on orig.)__________________
Xxxxxxxx X.X. Xxx, President
Attest:__(sig. on orig.)________________
Xxxx Xxxx, Secretary
FIRST PACIFIC MUTUAL FUND, INC.
By:_____________________________________
Xxxxxxxx X.X. Xxx, President
Attest:_________________________________
Xxxx Xxxx, Secretary
4
