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:___________________________________________________________________
