Exhibit e.2
Amended and Restated
Form of Dealer Agreement
Oak Ridge Investments, Inc.
00 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
_______ __, 1999
[Dealer Name and
Address]
Dear Sir or Madam:
Oak Ridge Investments, Inc. ("Oak Ridge"), as the
Distributor of the shares of the Oak Ridge Small Cap
Equity Fund (previously known as the Oak Ridge Growth
Fund), the Oak Ridge Large Cap Equity Fund and any
other series offered from time to time by Oak Ridge
Funds, Inc. to which the terms of this Agreement may be
extended as provided herein (collectively, the
"Funds"), understands that you are a member in good
standing of the National Association of Securities
Dealers, Inc. (the "NASD") (your signature below
constitutes a representation of such membership in good
standing) and, on the basis of such understanding,
invites you to become a Selected Dealer to distribute
any or all shares of these Funds on the following
terms:
1. You and ourselves agree to abide by the
applicable rules of the NASD and all other federal and
state rules and regulations that are now or may become
applicable to transactions hereunder. Your expulsion
or suspension from the NASD will automatically
terminate this Agreement without notice. Oak Ridge may
terminate this Agreement at any time upon notice either
in its entirety or with respect to any one or more of
the Funds.
2. Orders for shares received from you and
accepted by us will be at the public offering price
applicable to each order, as established by the then
effective prospectus of each Fund. All orders are
subject to acceptance by us, and we reserve the right
in our sole discretion to reject any order. We also
reserve the right to establish minimum orders for
individual purchasers as well as for selected dealers.
3. You will be compensated for your services
herein with respect to sales made to investors who are
not excepted from having to pay a front-end sales
charge on the basis of a dealer concession from the
public offering price, as established in the then
current statement of additional information of each
Fund. You will not, however, be compensated for your
services herein with respect to sales made to investors
who, according to the then current prospectus of the
relevant Fund, may purchase shares of the Fund at net
asset value (without the imposition of a front-end
sales charge). The front-end sales charge and related
dealer concession or sales commission, as the case may
be, applicable to sales of the shares of a Fund may be
increased or decreased in our discretion in the manner
described in Section 10 below.
4. You agree that your transactions in shares of
the Funds will be limited to the purchase of shares
from us for resale to your customers at the public
offering price then in effect or for your own bona fide
investment and to repurchases which are made in
accordance with the procedures set forth in the then
current prospectus of the relevant Fund.
5. Except for sales pursuant to plans established
by the Funds providing for the periodic investment of
new monies, orders will be not be accepted for less
than the minimum number of shares or dollar amounts set
forth in the then current prospectus of the relevant
Fund.
6. You agree that you will not withhold placing
customers' orders so as to profit yourself as a result
of such withholding.
7. You agree to sell shares only to your
customers at the applicable public offering price or to
the Funds or us as Distributor of the Funds at net
asset value, in each case determined as set forth in
the current prospectus of the relevant Fund. You
further agree only to sell shares of the Funds in those
states in which the Funds' shares may legally be
offered for sale.
8. Settlement shall be made within three business
days after our acceptance of the order. If payment is
not so received or made, we reserve the right forthwith
to cancel the sale or, at our option, to resell the
shares at the then prevailing net asset value in which
latter case you agree to be responsible for any loss
resulting to any Fund or to us from your failure to
make payments as aforesaid.
9. If any shares sold to you under the terms of
this Agreement are redeemed by a Fund or repurchased
for the account of a Fund or are tendered to a Fund for
redemption or repurchase within seven business days
after the date of our confirmation to you of your
original purchase order therefor, you agree to pay
forthwith to us the full amount of any dealer
concession allowed or commission paid to you on the
original sale, and we agree to pay the amount of any
such dealer concession to the Fund when received by us.
We also agree to pay to the Fund the amount of our
share, if any, of any front-end sales charge on the
original sale of such shares.
10. All sales will be subject to receipt of
shares by us from the Funds. We reserve the right in
our discretion without notice to you to suspend sales
or withdraw any offering of shares entirely or with
respect to one or more Funds, or to change the public
offering prices or sales charges and dealer
concessions. We further reserve the right upon written
notice to you to amend this Agreement to include one or
more additional Funds, to exclude from this Agreement
one or more Funds then covered by this Agreement, to
increase or decrease the amount of any commissions to
be paid to you by us on the sale of shares of any of
the Funds, or otherwise amend or cancel this Agreement.
You agree that any order to purchase shares of a Fund
placed by you after your receipt of a revised or
supplemented prospectus relating to such Fund and
reflecting any such amendment, or your receipt of
written notice of any such amendment, as the case may
be, shall constitute your agreement to such amendment.
This Agreement shall be governed by and construed in
accordance with the laws of the State of Illinois.
11. No person is authorized to make any
representation concerning any Fund or its shares except
those contained in its effective prospectus and any
such information as may be officially designated as
information supplemental to the prospectus. In
purchasing shares from us you shall rely solely on the
representations contained in the relevant Fund's
effective prospectus and supplemental information
mentioned above.
12. We will supply to you additional copies of
the then effective prospectus and statement of
additional information for each Fund in reasonable
quantities upon request.
13. In no transaction shall you have any
authority whatsoever to act as agent of a Fund or of us
or of any other selected dealer and nothing in this
Agreement shall constitute either of us the agent of
the other or shall constitute you or the Fund the agent
of the other. Except as otherwise indicated herein,
all transactions in these shares between you and us are
as principal, each for his own account. This Agreement
shall not be assignable by you.
14. Any notice to you shall be duly given if
mailed or telegraphed to you at your address as
registered from time to time with the NASD. Any notice
to Oak Ridge shall be sent to 00 Xxxxx XxXxxxx Xxxxxx,
Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, Attention: Xxxxxx
Xxxxxxxx.
15. All expenses incurred in connection with your
activities under this Agreement shall be borne by you.
16. This Agreement shall become effective on the
date accepted by you, as reflected on the signature
page hereof. This Agreement constitutes the entire
agreement between Oak Ridge and you and supersedes all
prior oral or written agreements between the parties
hereto.
Sincerely,
OAK RIDGE INVESTMENTS, INC.
Xxxxxx Xxxxxxxx, Vice-Chairman of the Board
The undersigned has caused this Agreement to be
executed by its duly authorized officer as of this
____ day of _________, 19__, to evidence its acceptance
of your invitation to become a selected dealer and
agrees to abide by the foregoing terms and conditions.
---------------------------
(Selected Dealer)
By:------------------------
(Authorized Signature)
