Exhibit (h)(2)(c)
XXX FINANCIAL SECURITIES, INC.
0000 Xxxxxxxx Xxxxx, Xxxxx #0-000
Xxxxxxxx, Xxxxxx 00000
(000) 000-0000
SELLING DEALER AGREEMENT
Amended January 23, 2008
Xxx Financial Securities, Inc., principal underwriter of the
capital stock of the Hawaii Municipal 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:____________________________________________________________
