UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM N-PX

                ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
                            MANAGEMENT INVESTMENT COMPANY

                Investment Company Act file number:  811-05631
                                                   -------------

                          First Pacific Mutual Fund, Inc.
                       -------------------------------------
                (Exact name of registrant as specified in charter)

                         2756 Woodlawn Drive, Suite #6-201
                              Honolulu, HI  96822-1856
                          --------------------------------
               (Address of principal executive offices) (Zip code)


                                Roy W. Adams, Jr.
                                370 Park Street
                                   Suite #2
                               Moraga, CA  94556
                     ------------------------------------
                    (Name and address of agent for service)

          Registrant's telephone number, including area code:  808-988-8088
                                                             ----------------

                      Date of fiscal year end:  September 30
                                              ----------------

                     Date of reporting period:  June 30, 2012
                                               ----------------


Item 1.  Proxy Voting Record


******************************* FORM N-PX REPORT *******************************

ICA File Number: 811-05631
Reporting Period: 07/01/2011 - 06/30/2012
First Pacific Mutual Fund, Inc.


====================== First Pacific Low Volatility Fund =======================


3M COMPANY

Ticker:       MMM            Security ID:  88579Y101
Meeting Date: MAY 08, 2012   Meeting Type: Annual
Record Date:  MAR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Linda G. Alvarado        For       For          Management
2     Elect Director Vance D. Coffman         For       For          Management
3     Elect Director Michael L. Eskew         For       For          Management
4     Elect Director W. James Farrell         For       For          Management
5     Elect Director Herbert L. Henkel        For       For          Management
6     Elect Director Edward M. Liddy          For       For          Management
7     Elect Director Robert S. Morrison       For       For          Management
8     Elect Director Aulana L. Peters         For       For          Management
9     Elect Director Inge G. Thulin           For       For          Management
10    Elect Director Robert J. Ulrich         For       For          Management
11    Ratify Auditors                         For       For          Management
12    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
13    Amend Qualified Employee Stock          For       For          Management
      Purchase Plan
14    Amend Omnibus Stock Plan                For       For          Management
15    Report on Lobbying Payments and Policy  Against   For          Shareholder
16    Prohibit Political Contributions        Against   Against      Shareholder
17    Require Independent Board Chairman      Against   Against      Shareholder


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AETNA INC.

Ticker:       AET            Security ID:  00817Y108
Meeting Date: MAY 18, 2012   Meeting Type: Annual
Record Date:  MAR 16, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Fernando Aguirre         For       For          Management
2     Elect Director Mark T. Bertolini        For       For          Management
3     Elect Director Frank M. Clark           For       For          Management
4     Elect Director Betsy Z. Cohen           For       For          Management
5     Elect Director Molly J. Coye            For       For          Management
6     Elect Director Roger N. Farah           For       For          Management
7     Elect Director Barbara Hackman Franklin For       For          Management
8     Elect Director Jeffrey E. Garten        For       For          Management
9     Elect Director Ellen M. Hancock         For       For          Management
10    Elect Director Richard J. Harrington    For       For          Management
11    Elect Director Edward J. Ludwig         For       For          Management
12    Elect Director Joseph P. Newhouse       For       For          Management
13    Ratify Auditors                         For       For          Management
14    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
15    Provide for Cumulative Voting           Against   For          Shareholder
16    Report on Political Contributions       Against   Against      Shareholder


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AMERICAN EXPRESS COMPANY

Ticker:       AXP            Security ID:  025816109
Meeting Date: APR 30, 2012   Meeting Type: Annual
Record Date:  MAR 01, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director C. Barshefsky            For       For          Management
1.2   Elect Director U.M. Burns               For       For          Management
1.3   Elect Director K.I. Chenault            For       For          Management
1.4   Elect Director P. Chernin               For       For          Management
1.5   Elect Director T.J. Leonsis             For       For          Management
1.6   Elect Director J. Leschly               For       For          Management
1.7   Elect Director R.C. Levin               For       For          Management
1.8   Elect Director R.A. McGinn              For       For          Management
1.9   Elect Director E.D. Miller              For       For          Management
1.10  Elect Director S.S. Reinemund           For       For          Management
1.11  Elect Director R.D. Walter              For       For          Management
1.12  Director R.A. Williams                  For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Omnibus Stock Plan                For       For          Management
5     Provide for Cumulative Voting           Against   For          Shareholder
6     Require Independent Board Chairman      Against   Against      Shareholder


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APPLE INC.

Ticker:       AAPL           Security ID:  037833100
Meeting Date: FEB 23, 2012   Meeting Type: Annual
Record Date:  DEC 27, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William V. Campbell      For       For          Management
1.2   Elect Director Timothy D. Cook          For       For          Management
1.3   Elect Director Millard S. Drexler       For       For          Management
1.4   Elect Director Al Gore                  For       For          Management
1.5   Elect Director Robert A. Iger           For       For          Management
1.6   Elect Director Andrea Jung              For       For          Management
1.7   Elect Director Arthur D. Levinson       For       For          Management
1.8   Elect Director Ronald D. Sugar          For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Prepare Conflict of Interest Report     Against   Against      Shareholder
5     Advisory Vote to Ratify Directors'      Against   Against      Shareholder
      Compensation
6     Report on Political Contributions       Against   Against      Shareholder
7     Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors


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AT&T INC.

Ticker:       T              Security ID:  00206R102
Meeting Date: APR 27, 2012   Meeting Type: Annual
Record Date:  FEB 28, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Randall L. Stephenson    For       For          Management
2     Elect Director Gilbert F. Amelio        For       For          Management
3     Elect Director Reuben V. Anderson       For       For          Management
4     Elect DirectorJames H. Blanchard        For       For          Management
5     Elect DirectorJaime Chico Pardo         For       For          Management
6     Elect Director James P. Kelly           For       For          Management
7     Elect Director Jon C. Madonna           For       For          Management
8     Elect Director John B. McCoy            For       For          Management
9     Elect Director Joyce M. Roche           For       For          Management
10    Elect Director Matthew K. Rose          For       For          Management
11    Elect Director Laura D'Andrea Tyson     For       For          Management
12    Ratification Of Appointment Of          For       For          Management
      Independent Auditors.
13    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
14    Provide Right to Act by Written Consent For       For          Management
15    Report on Political Contributions       Against   For          Shareholder
16    Commit to Wireless Network Neutrality   Against   Against      Shareholder
17    Require Independent Board Chairman      Against   For          Shareholder


--------------------------------------------------------------------------------

BRISTOL-MYERS SQUIBB COMPANY

Ticker:       BMY            Security ID:  110122108
Meeting Date: MAY 01, 2012   Meeting Type: Annual
Record Date:  MAR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Lamberto Andreotti       For       For          Management
2     Elect Director Lewis B. Campbell        For       For          Management
3     Elect Director James M. Cornelius       For       For          Management
4     Elect Director Louis J. Freeh           For       For          Management
5     Elect Director Laurie H. Glimcher       For       For          Management
6     Elect Director Michael Grobstein        For       For          Management
7     Elect Director Alan J. Lacy             For       For          Management
8     Elect Director Vicki L. Sato            For       For          Management
9     Elect Director Elliott Sigal            For       For          Management
10    Elect Director Gerald L. Storch         For       For          Management
11    Elect Director Togo D. West, Jr.        For       For          Management
12    Elect Director R. Sanders Williams      For       For          Management
13    Ratify Auditors                         For       For          Management
14    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
15    Approve Omnibus Stock Plan              For       For          Management
16    Provide for Cumulative Voting           Against   For          Shareholder
17    Report on Research Animal Care and      Against   Against      Shareholder
      Promotion of Testing Alternatives
18    Provide Right to Act by Written Consent Against   For          Shareholder


--------------------------------------------------------------------------------

CATERPILLAR INC.

Ticker:       CAT            Security ID:  149123101
Meeting Date: JUN 13, 2012   Meeting Type: Annual
Record Date:  APR 16, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director  David L. Calhoun        For       For          Management
1.2   Elect Director Daniel M. Dickinson      For       For          Management
1.3   Elect Director Eugene V. Fife           For       For          Management
1.4   Elect Director Juan Gallardo            For       For          Management
1.5   Elect Director David R. Goode           For       For          Management
1.6   Elect Director Jesse J. Greene, Jr.     For       For          Management
1.7   Elect Director Jon M. Huntsman, Jr.     For       For          Management
1.8   Elect Director Peter A. Magowan         For       For          Management
1.9   Elect Director Dennis A. Muilenburg     For       For          Management
1.10  Elect Director Douglas R. Oberhelman    For       For          Management
1.11  Elect Director William A. Osborn        For       For          Management
1.12  Elect Director Charles D. Powell        For       For          Management
1.13  Elect Director Edward B. Rust, Jr.      For       For          Management
1.14  Elect Director Susan C. Schwab          For       For          Management
1.15  Elect Director Joshua I. Smith          For       For          Management
1.16  Elect Director Miles D. White           For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Provide Right to Call Special Meeting   For       For          Management
5     Amend Advance Notice Provisions for     For       For          Management
      Shareholder Proposals/Nominations
6     Report on Political Contributions       Against   Against      Shareholder
7     Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors
8     Review and Assess Human Rights Policies Against   For          Shareholder
9     Provide Right to Act by Written Consent Against   For          Shareholder


--------------------------------------------------------------------------------

CHIPOTLE MEXICAN GRILL, INC.

Ticker:       CMG            Security ID:  169656105
Meeting Date: MAY 31, 2012   Meeting Type: Annual
Record Date:  APR 02, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Steve Ells               For       For          Management
1.2   Elect Director Patrick J. Flynn         For       For          Management
2     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Declassify the Board of Directors       Against   For          Shareholder


--------------------------------------------------------------------------------

CONOCOPHILLIPS

Ticker:       COP            Security ID:  20825C104
Meeting Date: MAY 09, 2012   Meeting Type: Annual
Record Date:  MAR 12, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Richard L. Armitage      For       For          Management
2     Elect Director Richard H. Auchinleck    For       For          Management
3     Elect Director James E. Copeland, Jr.   For       For          Management
4     Elect Director Kenneth M. Duberstein    For       For          Management
5     Elect Director Ruth R. Harkin           For       For          Management
6     Elect Director Ryan M. Lance            For       For          Management
7     Elect Director Mohd H. Marican          For       For          Management
8     Elect Director Harold W. McGraw, III    For       For          Management
9     Elect Director James J. Mulva           For       For          Management
10    Elect Director Robert A. Niblock        For       For          Management
11    Elect Director Harald J. Norvik         For       For          Management
12    Elect Director William K. Reilly        For       For          Management
13    Elect Director Victoria J. Tschinkel    For       For          Management
14    Elect Director Kathryn C. Turner        For       For          Management
15    Elect Director William E. Wade, Jr.     For       For          Management
16    Ratify Auditors                         For       For          Management
17    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
18    Adopt Policy to Address Coastal         Against   Against      Shareholder
      Louisiana Environmental Impacts
19    Report on Accident Risk Reduction       Against   Against      Shareholder
      Efforts
20    Report on Lobbying Payments and Policy  Against   For          Shareholder
21    Adopt Quantitative GHG Goals for        Against   For          Shareholder
      Products and Operations
22    Amend EEO Policy to Prohibit            Against   For          Shareholder
      Discrimination based on Gender Identity


--------------------------------------------------------------------------------

DEVON ENERGY CORPORATION

Ticker:       DVN            Security ID:  25179M103
Meeting Date: JUN 06, 2012   Meeting Type: Annual
Record Date:  APR 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert H. Henry          For       For          Management
1.2   Elect Director John A. Hill             For       For          Management
1.3   Elect Director Michael M. Kanovsky      For       For          Management
1.4   Elect Director Robert A. Mosbacher, Jr  For       For          Management
1.5   Elect Director J. Larry Nichols         For       For          Management
1.6   Elect Director Duane C. Radtke          For       For          Management
1.7   Elect Director Mary P. Ricciardello     For       For          Management
1.8   Elect Director John Richels             For       For          Management
2     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management
4     Provide Right to Call Special Meeting   For       For          Management
5     Approve Executive Incentive Bonus Plan  For       For          Management
6     Amend Omnibus Stock Plan                For       For          Management
7     Report on Lobbying Payments and Policy  Against   For          Shareholder


--------------------------------------------------------------------------------

EXXON MOBIL CORPORATION

Ticker:       XOM            Security ID:  30231G102
Meeting Date: MAY 30, 2012   Meeting Type: Annual
Record Date:  APR 04, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director M.J. Boskin              For       For          Management
1.2   Elect Director P. Brabeck-Letmathe      For       For          Management
1.3   Elect Director L.R. Faulkner            For       For          Management
1.4   Elect Director J.S. Fishman             For       For          Management
1.5   Elect Director H.H. Fore                For       For          Management
1.6   Elect Director K.C. Frazier             For       For          Management
1.7   Elect Director W.W. George              For       For          Management
1.8   Elect Director S.J. Palmisano           For       For          Management
1.9   Elect Director S.S. Reinemund           For       For          Management
1.10  Elect Director R.W. Tillerson           For       For          Management
1.11  Elect Director E.E. Whitacre, Jr.       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
4     Require Independent Board Chairman      Against   For          Shareholder
5     Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors
6     Report on Political Contributions       Against   For          Shareholder
7     Amend EEO Policy to Prohibit            Against   Against      Shareholder
      Discrimination based on Sexual
      Orientation and Gender Identity
8     Report on Hydraulic Fracturing Risks    Against   For          Shareholder
      to Company
9     Adopt Quantitative GHG Goals for        Against   For          Shareholder
      Products and Operations


--------------------------------------------------------------------------------

FORD MOTOR COMPANY

Ticker:       F              Security ID:  345370860
Meeting Date: MAY 10, 2012   Meeting Type: Annual
Record Date:  MAR 14, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Stephen G. Butler        For       For          Management
2     Elect Director Kimberly A. Casiano      For       For          Management
3     Elect Director Anthony F. Earley, Jr.   For       For          Management
4     Elect Director Edsel B. Ford II         For       For          Management
5     Elect Director William Clay Ford, Jr.   For       For          Management
6     Elect Director Richard A. Gephardt      For       For          Management
7     Elect Director James H. Hance, Jr.      For       For          Management
8     Elect Director William W. Helman IV     For       For          Management
9     Elect Director Irvine O. Hockaday, Jr.  For       For          Management
10    Elect Director Jon M. Huntsman, Jr.     For       For          Management
11    Elect Director Richard A. Manoogian     For       Against      Management
12    Elect Director Ellen R. Marram          For       For          Management
13    Elect Director Alan Mulally             For       For          Management
14    Elect Director Homer A. Neal            For       For          Management
15    Elect Director Gerald L. Shaheen        For       For          Management
16    Elect Director John L. Thornton         For       For          Management
17    Ratify Auditors                         For       For          Management
18    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
19    Provide for Cumulative Voting           Against   For          Shareholder
20    Approve Recapitalization Plan for all   Against   For          Shareholder
      Stock to have One-vote per Share
21    Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings


--------------------------------------------------------------------------------

GLOBAL PAYMENTS INC.

Ticker:       GPN            Security ID:  37940X102
Meeting Date: SEP 27, 2011   Meeting Type: Annual
Record Date:  AUG 08, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Paul R. Garcia           For       For          Management
1.2   Elect Director Michael W. Trapp         For       For          Management
1.3   Elect Director Gerald J. Wilkins        For       For          Management
2     Approve Omnibus Stock Plan              For       For          Management
3     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
5     Ratify Auditors                         For       For          Management


--------------------------------------------------------------------------------

GOOGLE INC.

Ticker:       GOOG           Security ID:  38259P508
Meeting Date: JUN 21, 2012   Meeting Type: Annual
Record Date:  APR 23, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Larry Page               For       For          Management
1.2   Elect Director Sergey Brin              For       For          Management
1.3   Elect Director Eric E. Schmidt          For       For          Management
1.4   Elect Director L. John Doerr            For       For          Management
1.5   Elect Director Diane B. Greene          For       For          Management
1.6   Elect Director John L. Hennessy         For       For          Management
1.7   Elect Director Ann Mather               For       For          Management
1.8   Elect Director Paul S. Otellini         For       For          Management
1.9   Elect Director K. Ram Shriram           For       For          Management
1.10  Elect Director Shirley M. Tilghman      For       For          Management
2     Ratify Auditors                         For       For          Management
3     Authorize a New Class of Common Stock   For       Against      Management
4     Increase Authorized Common Stock        For       Against      Management
5     Amend Charter to Provide For Class A    For       For          Management
      Common Holders to Receive Equal
      Consideration as Class B Common
      Holders in event of any Merger,
      Consolidation or Business Combination
6     Approve Omnibus Stock Plan              For       Against      Management
7     Approve Omnibus Stock Plan              For       Against      Management
8     Adopt Proxy Statement Reporting on      Against   Against      Shareholder
      Political Contributions and Advisory
      Vote
9     Amend Articles Regarding Arbitration    Against   Against      Shareholder
      of Shareholder Lawsuits
10    Approve Recapitalization Plan for all   Against   For          Shareholder
      Stock to have One-vote per Share


--------------------------------------------------------------------------------

INTERNATIONAL BUSINESS MACHINES CORPORATION

Ticker:       IBM            Security ID:  459200101
Meeting Date: APR 24, 2012   Meeting Type: Annual
Record Date:  FEB 24, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Alain J.P. Belda         For       For          Management
2     Elect Director William R. Brody         For       For          Management
3     Elect Director Kenneth I. Chenault      For       For          Management
4     Elect Director Michael L. Eskew         For       For          Management
5     Elect Director David N. Farr            For       For          Management
6     Elect Director Shirley Ann Jackson      For       For          Management
7     Elect Director Andrew N. Liveris        For       For          Management
8     Elect Director W. James McNerney, Jr.   For       For          Management
9     Elect Director James W. Owens           For       For          Management
10    Elect Director Samuel J. Palmisano      For       For          Management
11    Elect Director Virginia M. Rometty      For       For          Management
12    Elect Director Joan E. Spero            For       For          Management
13    Elect Director Sidney Taurel            For       For          Management
14    Elect Director Lorenzo H. Zambrano      For       For          Management
15    Ratify Auditors                         For       For          Management
16    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
17    Provide for Cumulative Voting           Against   For          Shareholder
18    Report on Political Contributions       Against   Against      Shareholder
19    Report on Lobbying Expenses             Against   Against      Shareholder


--------------------------------------------------------------------------------

INTUITIVE SURGICAL, INC.

Ticker:       ISRG           Security ID:  46120E602
Meeting Date: APR 19, 2012   Meeting Type: Annual
Record Date:  FEB 27, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Gary S. Guthart          For       For          Management
2     Elect Director Mark J. Rubash           For       For          Management
3     Elect Director Lonnie M. Smith          For       For          Management
4     Amend Stock Option Plan                 For       For          Management
5     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
6     Declassify the Board of Directors       For       For          Management
7     Ratify Auditors                         For       For          Management


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JOHNSON & JOHNSON

Ticker:       JNJ            Security ID:  478160104
Meeting Date: APR 26, 2012   Meeting Type: Annual
Record Date:  FEB 28, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Mary Sue Coleman         For       For          Management
2     Elect Director James G. Cullen          For       For          Management
3     Elect Director Ian E.l. Davis           For       For          Management
4     Elect Director Alex Gorsky              For       For          Management
5     Elect Director Michael M.e. Johns       For       For          Management
6     Elect Director Susan L. Lindquist       For       For          Management
7     Elect Director Anne M. Mulcahy          For       For          Management
8     Elect Director Leo F. Mullin            For       For          Management
9     Elect Director William D. Perez         For       For          Management
10    Elect Director Charles Prince           For       For          Management
11    Elect Director David Satcher            For       For          Management
12    Elect Director William C. Weldon        For       For          Management
13    Elect Director Ronald A. Williams       For       For          Management
14    Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
15    Approve Omnibus Stock Plan              For       For          Management
16    Ratify Auditors                         For       For          Management
17    Require Independent Board Chairman      Against   For          Shareholder
18    Require Shareholder Vote to Approve     Against   Against      Shareholder
      Political Contributions
19    Adopt Animal-Free Training Methods      Against   Against      Shareholder


--------------------------------------------------------------------------------

KIMBERLY-CLARK CORPORATION

Ticker:       KMB            Security ID:  494368103
Meeting Date: MAY 03, 2012   Meeting Type: Annual
Record Date:  MAR 05, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director John R. Alm              For       For          Management
2     Elect Director John F. Bergstrom        For       For          Management
3     Elect Director Abelardo E. Bru          For       For          Management
4     Elect Director Robert W. Decherd        For       For          Management
5     Elect Director Thomas J. Falk           For       For          Management
6     Elect Director Fabian T. Garcia         For       For          Management
7     Elect Director Mae C. Jemison, M.D.     For       For          Management
8     Elect Director James M. Jenness         For       For          Management
9     Elect Director Nancy J. Karch           For       For          Management
10    Elect Director Ian C. Read              For       For          Management
11    Elect Director Linda Johnson Rice       For       For          Management
12    Elect Director Marc J. Shapiro          For       For          Management
13    Ratify Auditors                         For       For          Management
14    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


--------------------------------------------------------------------------------

MCDONALD'S CORPORATION

Ticker:       MCD            Security ID:  580135101
Meeting Date: MAY 24, 2012   Meeting Type: Annual
Record Date:  MAR 27, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Robert A. Eckert         For       For          Management
2     Elect Director Enrique Hernandez, Jr.   For       For          Management
3     Elect Director Jeanne P. Jackson        For       For          Management
4     Elect Director Andrew J. Mckenna        For       For          Management
5     Elect Director Donald Thompson          For       For          Management
6     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
7     Approve Omnibus Stock Plan              For       For          Management
8     Declassify the Board of Directors       For       For          Management
9     Provide Right to Call Special Meeting   For       For          Management
10    Ratify Auditors                         For       For          Management
11    Report on Policy Responses to           Against   Against      Shareholder
      Children's Health Concerns and Fast
      Food


--------------------------------------------------------------------------------

MURPHY OIL CORPORATION

Ticker:       MUR            Security ID:  626717102
Meeting Date: MAY 09, 2012   Meeting Type: Annual
Record Date:  MAR 12, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Frank W. Blue            For       For          Management
2     Elect Director Steven A. Cosse          For       For          Management
3     Elect Director Claiborne P. Deming      For       For          Management
4     Elect Director Robert A. Hermes         For       For          Management
5     Elect Director James V. Kelley          For       For          Management
6     Elect Director Walentin Mirosh          For       For          Management
7     Elect Director R. Madison Murphy        For       For          Management
8     Elect Director Neal E. Schmale          For       For          Management
9     Elect Director David J.H. Smith         For       For          Management
10    Elect Director Caroline G. Theus        For       For          Management
11    Elect Director David M. Wood            For       For          Management
12    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
13    Approve Omnibus Stock Plan              For       For          Management
14    Approve Executive Incentive Bonus Plan  For       For          Management
15    Ratify Auditors                         For       For          Management


--------------------------------------------------------------------------------

ONEOK, INC.

Ticker:       OKE            Security ID:  682680103
Meeting Date: MAY 23, 2012   Meeting Type: Annual
Record Date:  MAR 26, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director James C. Day             For       For          Management
2     Elect Director Julie H. Edwards         For       For          Management
3     Elect Director William L. Ford          For       For          Management
4     Elect Director John W. Gibson           For       For          Management
5     Elect Director Bert H. Mackie           For       For          Management
6     Elect Director Steven J. Malcolm        For       For          Management
7     Elect Director Jim W. Mogg              For       For          Management
8     Elect Director Pattye L. Moore          For       For          Management
9     Elect Director Gary D. Parker           For       For          Management
10    Elect Director Eduardo A. Rodriguez     For       For          Management
11    Elect Director Gerald B. Smith          For       For          Management
12    Elect Director David J. Tippeconnic     For       For          Management
13    Ratify Auditors                         For       For          Management
14    Amend Restricted Stock Plan             For       Against      Management
15    Amend Qualified Employee Stock          For       For          Management
      Purchase Plan
16    Increase Authorized Common Stock        For       For          Management
17    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


--------------------------------------------------------------------------------

PARKER-HANNIFIN CORPORATION

Ticker:       PH             Security ID:  701094104
Meeting Date: OCT 26, 2011   Meeting Type: Annual
Record Date:  AUG 31, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Robert G. Bohn           For       For          Management
1.2   Elect Director Linda S. Harty           For       For          Management
1.3   Elect Director William E. Kassling      For       For          Management
1.4   Elect Director Robert J. Kohlhepp       For       For          Management
1.5   Elect Director Klaus-Peter Muller       For       For          Management
1.6   Elect Director Candy M. Obourn          For       For          Management
1.7   Elect Director Joseph M. Scaminace      For       For          Management
1.8   Elect Director Wolfgang R. Schmitt      For       For          Management
1.9   Elect Director Ake Svensson             For       For          Management
1.10  Elect Director James L. Wainscott       For       For          Management
1.11  Elect Director Donald E. Washkewicz     For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
5     Require Independent Board Chairman      Against   Against      Shareholder


--------------------------------------------------------------------------------

PHILIP MORRIS INTERNATIONAL INC.

Ticker:       PM             Security ID:  718172109
Meeting Date: MAY 09, 2012   Meeting Type: Annual
Record Date:  MAR 16, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Harold Brown             For       For          Management
2     Elect Director Mathis Cabiallavetta     For       For          Management
3     Elect DirectorLouis C. Camilleri        For       For          Management
4     Elect DirectorJ. Dudley Fishburn        For       For          Management
5     Elect DirectorJennifer Li               For       For          Management
6     Elect Director Graham Mackay            For       For          Management
7     Elect Director Sergio Marchionne        For       For          Management
8     Elect Director Kalpana Morparia         For       For          Management
9     Elect DirectorLucio A. Noto             For       For          Management
10    Elect DirectorRobert B. Polet           For       For          Management
11    Elect DirectorCarlos Slim Helu          For       For          Management
12    Elect DirectorStephen M. Wolf           For       For          Management
13    Ratify Auditors                         For       For          Management
14    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
15    Approve Restricted Stock Plan           For       For          Management
16    Require Independent Board Chairman      Against   Against      Shareholder
17    Establish Ethics Committee to Review    Against   Against      Shareholder
      Marketing Activities


--------------------------------------------------------------------------------

PPL CORPORATION

Ticker:       PPL            Security ID:  69351T106
Meeting Date: MAY 16, 2012   Meeting Type: Annual
Record Date:  FEB 29, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Frederick M. Bernthal    For       For          Management
1.2   Elect Director John W. Conway           For       For          Management
1.3   Elect Director Steven G. Elliott        For       For          Management
1.4   Elect Director Louise K. Goeser         For       For          Management
1.5   Elect Director Stuart E. Graham         For       For          Management
1.6   Elect Director Stuart Heydt             For       For          Management
1.7   Elect Director Raja Rajamannar          For       For          Management
1.8   Elect Director Craig A. Rogerson        For       For          Management
1.9   Elect Director William H. Spence        For       For          Management
1.10  Elect Director Natica von Althann       For       For          Management
1.11  Elect Director Keith W. Williamson      For       For          Management
2     Approve Omnibus Stock Plan              For       For          Management
3     Ratify Auditors                         For       For          Management
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
5     Require a Majority Vote for the         Against   For          Shareholder
      Election of Directors


--------------------------------------------------------------------------------

QUALCOMM INCORPORATED

Ticker:       QCOM           Security ID:  747525103
Meeting Date: MAR 06, 2012   Meeting Type: Annual
Record Date:  JAN 09, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Barbara T. Alexander     For       For          Management
1.2   Elect Director Stephen M. Bennett       For       For          Management
1.3   Elect Director Donald G. Cruickshank    For       For          Management
1.4   Elect Director Raymond V. Dittamore     For       For          Management
1.5   Elect Director Thomas W. Horton         For       For          Management
1.6   Elect Director Paul E. Jacobs           For       For          Management
1.7   Elect Director Robert E. Kahn           For       For          Management
1.8   Elect Director Sherry Lansing           For       For          Management
1.9   Elect Director Duane A. Nelles          For       For          Management
1.10  Elect Director Francisco Ros            For       For          Management
1.11  Elect Director Brent Scowcroft          For       For          Management
1.12  Elect Director Marc I. Stern            For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
4     Eliminate Provision Relating to         For       For          Management
      Plurality Voting for the Election of
      Directors


--------------------------------------------------------------------------------

REINSURANCE GROUP OF AMERICA, INCORPORATED

Ticker:       RGA            Security ID:  759351604
Meeting Date: MAY 16, 2012   Meeting Type: Annual
Record Date:  MAR 12, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Frederick J. Sievert     For       For          Management
1.2   Elect Director Stanley B. Tulin         For       For          Management
1.3   Elect Director A. Greig Woodring        For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Auditors                         For       For          Management


--------------------------------------------------------------------------------

SIRONA DENTAL SYSTEMS, INC.

Ticker:       SIRO           Security ID:  82966C103
Meeting Date: FEB 23, 2012   Meeting Type: Annual
Record Date:  DEC 27, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director David K. Beecken         For       For          Management
1.2   Elect Director Jost Fischer             For       For          Management
1.3   Elect Director Arthur D. Kowaloff       For       For          Management
2     Ratify Auditors                         For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


--------------------------------------------------------------------------------

THE COCA-COLA COMPANY

Ticker:       KO             Security ID:  191216100
Meeting Date: APR 25, 2012   Meeting Type: Annual
Record Date:  FEB 27, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Herbert A. Allen         For       For          Management
2     Elect Director Ronald W. Allen          For       Against      Management
3     Elect Director Howard G. Buffett        For       For          Management
4     Elect Director Richard M. Daley         For       For          Management
5     Elect Director Barry Diller             For       For          Management
6     Elect Director Evan G. Greenberg        For       For          Management
7     Elect Director Alexis M. Herman         For       For          Management
8     Elect Director Muhtar Kent              For       For          Management
9     Elect Director Donald R. Keough         For       For          Management
10    Elect Director Robert A. Kotick         For       For          Management
11    Elect Director Maria Elena Lagomasino   For       For          Management
12    Elect Director Donald F. McHenry        For       For          Management
13    Elect Director Sam Nunn                 For       For          Management
14    Elect Director James D. Robinson, III   For       For          Management
15    Elect Director Peter V. Ueberroth       For       For          Management
16    Elect Director Jacob Wallenberg         For       For          Management
17    Elect Director James B. Williams        For       For          Management
18    Ratify Auditors                         For       For          Management
19    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


--------------------------------------------------------------------------------

VENTAS, INC.

Ticker:       VTR            Security ID:  92276F100
Meeting Date: MAY 17, 2012   Meeting Type: Annual
Record Date:  MAR 20, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Debra A. Cafaro          For       For          Management
2     Elect Director Douglas Crocker, II      For       For          Management
3     Elect Director Ronald G. Geary          For       For          Management
4     Elect Director Jay M. Gellert           For       For          Management
5     Elect Director Richard I. Gilchrist     For       For          Management
6     Elect Director Matthew J. Lustig        For       For          Management
7     Elect Director Douglas M. Pasquale      For       For          Management
8     Elect Director Robert D. Reed           For       For          Management
9     Elect Director Sheli Z. Rosenberg       For       For          Management
10    Elect Director Glenn J. Rufrano         For       For          Management
11    Elect Director James D. Shelton         For       For          Management
12    Ratify Auditors                         For       For          Management
13    Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
14    Approve Omnibus Stock Plan              For       For          Management


--------------------------------------------------------------------------------

VERIZON COMMUNICATIONS INC.

Ticker:       VZ             Security ID:  92343V104
Meeting Date: MAY 03, 2012   Meeting Type: Annual
Record Date:  MAR 05, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Richard L. Carrion       For       For          Management
2     Elect Director Melanie L. Healey        For       For          Management
3     Elect Director M. Frances Keeth         For       For          Management
4     Elect Director Robert W. Lane           For       For          Management
5     Elect Director Lowell C. McAdam         For       For          Management
6     Elect Director Sandra O. Moose          For       For          Management
7     Elect Director Joseph Neubauer          For       For          Management
8     Elect Director Donald T. Nicolaisen     For       For          Management
9     Elect Director Clarence Otis, Jr.       For       For          Management
10    Elect Director Hugh B. Price            For       For          Management
11    Elect Director Rodney E. Slater         For       For          Management
12    Ratify Auditors                         For       For          Management
13    Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
14    Disclose Prior Government Service       Against   Against      Shareholder
15    Report on Lobbying Payments and Policy  Against   For          Shareholder
16    Performance-Based and/or Time-Based     Against   For          Shareholder
      Equity Awards
17    Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings
18    Provide Right to Act by Written Consent Against   For          Shareholder
19    Commit to Wireless Network Neutrality   Against   Against      Shareholder




============================ Hawaii Municipal Fund =============================

There is no proxy voting activity for the fund, as the fund did not hold any
votable positions during the reporting period.
========== END NPX REPORT



                                     SIGNATURES

	Pursuant to the requirements of the Investment Company Act of 1940, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


(Registrant)   First Pacific Mutual Fund, Inc.
               -----------------------------------


By (Signature and Title)   /s/ Terrence K.H. Lee
                          -------------------------
                          Terrence K.H. Lee, President and CEO


Date   August 27, 2012
      -------------------