EXHIBIT 6
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),
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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
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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
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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.
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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
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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 nay 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.
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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:____(sig. on orig.)_______________________
Xxxxxxxx X.X. Xxx, President
[Corporate Seal]
Attest:__(sig. on orig.)_____________________
Xxxx Xxxx, Secretary
FIRST PACIFIC SECURITIES, INC.
By:____(sig. on orig.)_______________________
Xxxxxxxx X.X. Xxx, President
[Corporate Seal]
Attest:__(sig. on orig.)_____________________
Xxxx Xxxx, Secretary
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