Exhibit 6(c)
OTI SPECIAL OPPORTUNITIES FUND
SOLICITING DEALER AGREEMENT
Date ___________, 19____
Maxus Securities Corp. ("the Distributor") is a principal distributor of
the shares of beneficial interest (the "securities") of OTI Special
Opportunities Fund (the "Fund"). You represent that you are a member of the
National Association of Securities Dealers, Inc. (the "NASD"), and, accordingly,
we invite you to become a non-exclusive soliciting dealer to distribute the
securities of the Fund and you agree to solicit orders for the purchase of the
securities on the following terms. Securities are offered pursuant to the Fund"s
prospectus and statement of additional information, as such prospectus and
statement of additional information may be amended from time to time. To the
extent that the prospectus or statement of additional information contains
provisions that are inconsistent with the terms of this Agreement, the terms of
the prospectus or statement of additional information shall be controlling.
OFFERINGS
1. You agree to abide by the Rules of Fair Practice of the NASD and to all
other rules and regulations that are now or may become applicable to
transactions hereunder.
2. As a principal distributor of the Fund, we shall have full authority to
take such action as we deem advisable in respect of all matters pertaining to
the distribution. This offer of shares of the Fund to you is made only in such
jurisdictions in which we may lawfully sell such shares of the Fund.
3. You shall not make any representation concerning the Fund or its
securities except those contained in the then-current prospectus or statement of
additional information for the Fund.
4. With the exception of listings of product offerings, you agree not to
furnish or cause to be furnished to any person or display, or publish any
information or materials relating to the Fund (including, without limitation,
promotional materials, sales literature, advertisements, press releases,
announcements, posters, signs and other similar materials), except such
information and materials as may be furnished to you by the Distributor or the
Fund. All other materials must receive written approval by the Distributor
before distribution or display to the public. Use of all approved advertising
and sales literature materials is restricted to appropriate distribution
channels.
5. You are not authorized to act as our agent. Nothing shall constitute you
as a syndicate, association, joint venture, partnership, unincorporated
business, or other separate entity or otherwise partners with us, but you shall
be liable for your proportionate share of any tax, liability or expense based on
any claim arising from the sale of shares of the Fund under this Agreement. We
shall not be under any liability to you, except for obligations expressly
assumed by us in this Agreement and liabilities under Section 11(f) of the
Securities Act of 1933, and no obligations on our part shall be implied or
inferred herefrom.
6. DEALER COMPLIANCE/SUITABILITY (CLASS B, CLASS C and CLASS D SHARES) -
The Fund is being offered with three classes of shares. Refer to the Fund
prospectus for availability and details. It is essential that the following
minimum compliance/suitability standards be adhered to in offering and selling
shares of the Fund to investors. All dealers offering shares of the Fund and its
associated persons agree to comply with these general suitability and compliance
standards.
SUITABILITY
With two classes of shares of the Fund available to individual investors
(Class B and Class C), it is important that each investor purchases not only the
fund that best suits his or her investment objective but also the class of
shares that offers the most beneficial distribution financing method for the
investor based upon his or her particular situation and preferences. Fund share
recommendations and orders must be carefully reviewed by you and your registered
representatives in light of all the facts and circumstances, to ascertain that
the class of shares to be purchased by each investor is appropriate and
suitable. These recommendations should be based on several factors, including
but not limited to:
(A) the amount of money to be invested initially and over a period of
time;
(B) the current level of deferred sales load imposed by the Fund on Class
B Shares;
(C) the period of time over which the client expects to retain the
investment;
(D) any other relevant circumstances.
COMPLIANCE
Your supervisory procedures should be adequate to assure that an
appropriate person review and approves transactions entered into pursuant to
this Soliciting Dealer Agreement for compliance with the foregoing standards. In
certain instances, it may be appropriate to discuss the purchase with the
registered representatives involved or to review the advantages and
disadvantages of selecting one class of shares over another with the client. The
Distributor will not accept orders for Class B Shares in any Fund from you for
accounts maintained in street name. Trades for Class B Shares will only be
accepted in the name of the shareholder.
7. CLASS D SHARES - The Fund is offered with Class D Shares. Refer to each
Fund prospectus for availability and details. Class D shares are designed for
institutional investors and are sold without any sales charge or 12b-1 fee.
SALES
8. Orders for securities received by you from investors will be for the
sale of the securities at the public offering price, which will be the net asset
value per share as determined in the manner provided in the Fund"s prospectus,
as now in effect or as amended from time to time, next after receipt by us (or
the Fund"s transfer agent) of the purchase application and payment for the
securities (the "Public Offering Price"). The procedures relating to the
handling of orders shall be subject to our instructions which we will forward
from time to time to you. All orders are subject to acceptance by us, and we
reserve the right in our sole discretion to reject any order.
In addition to the foregoing, you acknowledge and agree to the initial and
subsequent investment minimums, which may vary from year to year, as described
in the then-current prospectus for the Fund.
9. You agree to sell the securities only (a) to your customers at the
public offering price then in effect, or (b) back to the Fund at the currently
quoted net asset value.
10. We shall pay a commission on sales of Class B Shares, as set forth in
the Fund"s then-current prospectus or statement of additional information, on
all purchases made by your customers pursuant to orders accepted by us (a) where
an order for the purchase of securities is obtained by a registered
representative in your employ and remitted to us promptly by you, (b) where a
subsequent investment is made to an account established by a registered
representative in your employ or (c) where a subsequent investment is made to an
account established by a broker/dealer other than you and is accompanied by a
signed request from the account shareholder that your registered representative
receive the commission for that investment and/or for subsequent investments
made in such account. If for any reason a purchase transaction is reversed, you
shall not be entitled to receive or retain any part of the commission received
by you in connection with any such purchase. We may withhold and retain from the
amount of the commission due you a sum sufficient to discharge any amount due
and payable by you to us.
11. The Fund has adopted a plan under Investment Company Act Rule 12b-1
with respect to the Class B Shares as described in the prospectus. To the extent
you provide distribution and marketing services in the promotion of the sale of
shares of the Fund, including furnishing services and assistance to your
customers who invest in and own shares of the Fund and including, but not
limited to, answering routine inquiries regarding the Fund and assisting in
changing distribution options, account designations and addresses, you may be
entitled to receive compensation from us as set forth in Schedule A hereto. All
compensation, including 12b-1 fees, shall be payable to you only to the extent
that funds are received and in the possession of the Distributor.
12. We will advise you as to the jurisdictions in which we believe the
shares have been qualified for sale under the respective securities or "blue
sky" laws of such jurisdictions, but we assume no responsibility or obligations
as to your right to sell the shares of the Funds in any state or jurisdiction.
13. Orders may be placed through:
Maxus Securities Corp.
The Tower at Erieview
36th Floor
0000 Xxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxx 00000
SETTLEMENT
14. Settlements for wire orders shall be made within five business days
after our acceptance of your order to purchase shares of the Fund. Certificates,
when requested, will be delivered to you upon payment in full of the sum due for
the sale of the shares of the Fund. If payment is not so received or made, we
reserve the right forthwith to cancel the sale, or, at our option, to liquidate
the shares of the Fund subject to such sale at the then prevailing net asset
value, in which latter case you will agree to be responsible for any loss
resulting to the Fund or to us from your failure to make payments as aforesaid.
15. The parties to this agreement hereby agree to indemnify and hold
harmless each other, their officers and directors, and any person who is or may
be deemed to be a controlling person of each other, from and against any claims,
damages, liabilities or expenses (including reasonable fees of counsel), whether
joint or several, to which any such person or entity may become subject insofar
as such losses, claims, damages, liabilities or expenses (or actions in respect
thereof) arise out of or are based upon, (a) any untrue statement or alleged
untrue statement of material fact, or any omission or alleged omission to state
a material fact made or omitted by it herein, or (b) any willful misfeasance or
gross misconduct by it in the performance of its duties and obligations
hereunder.
16. NSCC INDEMNITY - SHAREHOLDER AND HOUSE ACCOUNTS - In consideration of
the Distributor liquidating, exchanging, and/or transferring unissued shares of
the Fund for your customers without the use of original or underlying
documentation supporting such instructions (e.g., a signed stock power or
signature guarantee), you hereby agree to indemnify the Distributor and the Fund
against any losses, including reasonable attorney"s fees, that may arise from
such liquidation, exchange, and/or transfer of unissued shares upon your
direction. This indemnification shall apply only to the liquidation, exchange
and/or transfer of unissued shares in shareholder and house accounts executed as
wire orders transmitted via NSCC"s Fund/SERVsystem. You represent and warrant to
the Fund and the Distributor that all such transactions shall be properly
authorized by your customers.
The indemnification in this Section 16 shall not apply to any losses
(including attorney"s fees) caused by a failure of the Distributor or the Fund
to comply with any of your instructions governing any of the above-transactions,
or any negligent act or omission of the Distributor or the Fund, or any of their
directors, officers, employees or agents. All transactions shall be settled upon
your confirmation through NSCC transmission to the Distributor.
The Distributor or you may revoke the indemnity contained in this Section
16 upon prior written notice to each of the other parties hereto, and in the
case of such revocation, this indemnity agreement shall remain effective as to
trades made prior to such revocation.
MISCELLANEOUS
17. We will supply to you at our expense additional copies of the
prospectus and statement of additional information for the Fund and any printed
information supplemental to such material in reasonable quantities upon request.
18. 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.
19. Miscellaneous provisions, if any, are attached hereto and incorporated
herein by reference.
20. This agreement, which shall be construed in accordance with the laws of
the State of Ohio, may be terminated by any party hereto at any time upon
written notice.
Name of Organization
By:
Authorized Signature of Soliciting Dealer
Please Print or Type Name
Title
Print or Type Address
Telephone Number
Date:
In order to service you efficiently, please provide the following information on
your Mutual Funds Operations Department:
OPERATIONS MANAGER:
ORDER ROOM MANAGER:
OPERATIONS ADDRESS:
TELEPHONE: FAX:
TO BE COMPLETED BY:
MAXUS SECURITIES CORP.
BY:
TITLE
DEALER NUMBER:
SCHEDULE A
TO THE SOLICITING DEALER AGREEMENT
RELATING TO SHARES OF OTI SPECIAL OPPORTUNITIES FUND
FIRST YEAR SERVICE FEES
Pursuant to the Distribution Plan applicable to the Class B Shares of the
Fund, the Distributor will advance to you a First Year Service Fee related to
the purchase of Class B Shares of the Fund sold by your firm. This Service Fee
will be compensation for your personal service and/or the maintenance of
shareholder accounts ("Customer Servicing") during the twelve-month period
immediately following the purchase of such shares, in the amount not to exceed
.25 of 1% of net assets invested in Class B Shares of the Fund, as the case may
be, owned by your customers.
SERVICE FEE SUBSEQUENT TO THE FIRST YEAR
Pursuant to the Distribution Plan applicable to the Class B shares of the
Fund, the Distributor will pay you quarterly, in arrears, a Service Fee
commencing at the end of the twelve month period immediately following the
purchase of Class B Shares sold by your firm, for Customer Servicing, in an
amount not to exceed .25 of 1% of the average daily net assets attributable to
the Class B Shares of the Fund owned by your customers, provided your firm has
under management with the Fund combined average daily net assets for the
preceding quarter of no less than $100,000.
