EXHIBIT (h)(6)
AMENDED AND RESTATED JOINT INSURANCE AGREEMENT
This Amended and Restated Joint Insurance Agreement (the "Agreement"),
dated as of January 28, 2009, is by and among First Pacific Mutual Fund, Inc.,
which includes the portfolios listed on Schedule A (the "Fund"), Xxx Financial
Group (the "Adviser"), Xxx Financial Securities, Inc. (the "Distributor") and
Xxx Financial Recordkeeping, Inc. (the "Transfer Agent").
BACKGROUND
This Agreement is entered into with the following background:
A. Section 17(g) of the Investment Company Act of 1940 (the "1940
Act") authorizes the Securities and Exchange Commission ("SEC") to require
that the officers and employees of registered management investment companies
be bonded against larceny and embezzlement, and the SEC has promulgated Rule
17g-1 requiring such coverage in specified minimum amounts.
B. The Fund, the Adviser, the Distributor and the Transfer Agent have
obtained and maintain the following bond providing coverage against larceny
and embezzlement by their officers and employees.
Policy Coverage
Joint Fidelity Bond ("Joint Bond") $625,000
(Great American Insurance Company Bond No. 000-00-00-00)
C. The Board of Directors of the Fund, by vote of a majority of its
members and a majority of those members of the Board of the Fund who are not
"interested persons" as defined by Section 2(a)(19) of the Act, has given due
consideration to all factors relevant to the amount, type, form, coverage and
apportionment of recoveries and premiums on the Joint Bond and has approved
the form, term and amount of the Joint Bond, the portion of the premiums
payable by the Fund, and the manner in which recovery on the Joint Bond, if
any, shall be shared by and among the parties hereto as hereinafter set forth.
NOW THEREFORE, it is hereby agreed by and among the parties hereto as
follows:
1. ALLOCATION OF PROCEEDS
a. In the event a single party suffers a loss or losses covered
under the Joint Bond, the party suffering such loss or losses shall be
entitled to be indemnified up to the full amount of the Joint Bond Proceeds.
b. In the event recovery is received under the Joint Bond as a
result of a loss sustained by the Fund and one or any combination of the
Adviser, Distributor and Transfer Agent, the Fund shall receive an equitable
and proportionate share of the recovery, but at least equal to the amount
which the Fund would have received had it provided and maintained a single
insured bond with the minimum coverage required by Rule 17g-1(d)(1).
2. ALLOCATION OF PREMIUMS
The premiums payable with respect to the Joint Bond shall be allocated
to each of the parties hereto on an annual basis (and, in the event any
increased or additional premium is required to be paid during the year, as of
the date such increased or additional premium is due) based on the proportions
recommended by the insurance broker, provided that the premium payable by the
Fund shall be no greater than the amount it would bear for its allocable
minimum amount of bond coverage.
3. BOND COVEREAGE REQUIREMENTS AND CHANGES
Each party hereto has determined that the Joint Bond provides the
minimum amount of fidelity bond coverage deemed appropriate to be maintained
by it. The Fund represents and warrants to each of the other parties hereto
that the Joint Bond provides no less than the $50,000 minimum amount of
coverage required of it under Rule 17g-1(d)(1) as of the date hereof. The
Fund further agrees that it will promptly take such steps as may be necessary,
from time to time, to increase its minimum coverage (and, if necessary, the
face amount of the Joint Bond) so that its minimum coverage as therein set
forth shall at no time be less than the minimum coverage required of it under
Rule 17g-1(d)(1).
4. ADDITION OF NEW FUNDS
The parties to this Agreement contemplate that additional funds
("Additional Funds") may be added form time to time after the date of this
Agreement. In the event an Additional Fund is organized, such Fund may be
included as an additional party to this Agreement if the Board of Directors of
each of the Funds (including the Additional Fund) approves such addition and
establish a revised minimum allocation of bond coverage. The inclusion of an
Additional Fund as a party to this Agreement shall be evidenced by such Fund's
execution of an Addendum to this Agreement and all references herein to the
"Funds" shall include any such Additional Funds.
5. TERM OF AGREEMENT
This Agreement shall apply to the present fidelity bond coverage and any
renewals or replacements thereof and shall continue until terminated by any
party hereto upon the giving of not less than sixty days written notice to the
other parties.
6. GOVERNING LAW
This Agreement shall be governed by, and construed in accordance with
the laws of the State of Hawaii, to the extent not inconsistent with
applicable provisions of the 1940 Act and the rules and regulations
promulgated thereunder by the SEC.
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound
hereby, have caused this Agreement to be executed by a duly authorized officer
or representative on the date first written above.
Attest: First Pacific Mutual Fund, Inc.
/s/ Xxxx X. Simpson___________ /s/ Xxxxxxxx K.H. Lee______________
Xxxx X. Xxxxxxx Xxxxxxxx X.X. Xxx
Chief Compliance Officer President and CEO
Attest: Xxx Financial Group
/s/ Xxxx X. Simpson___________ /s/ Xxxxxxxx K.H. Lee______________
Xxxx X. Xxxxxxx Xxxxxxxx X.X. Xxx
Chief Compliance Officer President and CEO
Attest: Xxx Financial Securities, Inc.
/s/ Xxxx X. Simpson___________ /s/ Xxxxxxxx K.H. Lee______________
Xxxx X Xxxxxxx Xxxxxxxx X.X. Xxx
Chief Compliance Officer President and CEO
Attest: Xxx Financial Recordkeeping, Inc.
/s/ Xxxx X. Simpson___________ /s/ Xxxxxxxx K.H. Lee______________
Xxxx X. Xxxxxxx Xxxxxxxx X.X. Xxx
Chief Compliance Officer President and CEO
Schedule A
First Pacific Mutual Fund, Inc. is comprised of the following portfolios:
Hawaii Municipal Fund Investor Class
This Schedule A shall include any portfolio of First Pacific Mutual Fund, Inc.
that is created after the date of this Amended and Restated Joint Insurance
Agreement.
