Exhibit e.1
AMENDED AND RESTATED
DISTRIBUTION AGREEMENT
This Agreement, entered into as of this 1st
day of March, 1999, is between OAK RIDGE FUNDS, INC., a
Maryland corporation (the "Fund"), and OAK RIDGE
INVESTMENTS, INC., an Illinois corporation (the
"Distributor").
W I T N E S S E T H :
WHEREAS, the Fund is an open-end investment
company registered under the Investment Company Act of
1940, as amended (the "Investment Company Act"), and
has registered one or more distinct series of shares of
common stock (the "Shares") for sale to the public
under the Securities Act of 1933, as amended (the
"Securities Act"), and has qualified its shares for
sale to the public under various state securities laws.
WHEREAS, the Distributor is a registered
broker-dealer under state and federal laws and
regulations and is a member of the National Association
of Securities Dealers, Inc. (the "NASD"); and
WHEREAS, the Fund desires to retain the
Distributor as the distributor of the Shares of each
series listed on Schedule A (as amended from time to
time) to this Agreement.
NOW, THEREFORE, the Fund and the Distributor
mutually agree and promise as follows:
1. Appointment of Distributor
The Fund hereby appoints the Distributor as
its agent for the distribution of the Shares in
jurisdictions wherein the Shares may legally be offered
for sale; provided, however, that the Fund in its
absolute discretion may issue or sell Shares directly
to holders of shares of the Fund upon such terms and
conditions and for such consideration, if any, as it
may determine, whether in connection with the
distribution of subscription or purchase rights, the
payment or reinvestment of dividends or distributions,
or otherwise.
2. Acceptance; Services of Distributor
The Distributor hereby accepts appointment as
agent for the distribution of the Shares and agrees
that it will use its best efforts with reasonable
promptness to sell such part of the authorized Shares
remaining unissued as from time to time shall be
effectively registered under the Securities Act, at
prices determined as hereinafter provided and on terms
hereinafter set forth, all subject to applicable
federal and state laws and regulations and to the
Articles of Incorporation and By-Laws of the Fund.
3. Manner of Sale; Compliance with
Securities Laws and Regulations
a. The Distributor shall sell Shares to or
through qualified dealers or others in such manner, not
inconsistent with the provisions hereof and the then
effective Registration Statement of the Fund under the
Securities Act (and the related prospectus), as the
Distributor may determine from time to time provided
that no dealer or other person shall be appointed or
authorized to act as agent of the Fund without the
prior consent of the Fund.
b. The Distributor, as agent of and for the
account of the Fund, may repurchase Shares at such
prices and upon such terms and conditions as shall be
specified in the current prospectus of the Fund.
c. The Fund will furnish to the Distributor
from time to time such information with respect to the
Fund and its Shares as the Distributor may reasonably
request for use in connection with the sale of the
Shares. The Distributor agrees that it will not use or
distribute or authorize the use, distribution or
dissemination by its dealers or others, in connection
with the sale of such Shares, of any statements, other
than those contained in the Fund's current prospectus,
except such supplemental literature or advertising as
shall be lawful under federal and state securities laws
and regulations, and that it will furnish the Fund with
copies of all such material.
d. In selling or reacquiring Shares for the
account of the Fund, the Distributor will in all
respects conform to the requirements of all state and
federal laws and the applicable rules of the NASD
relating to such sale or reacquisition, as the case may
be, and will indemnify and save harmless the Fund and
each person who has been, is or may hereafter be a
director or officer of the Fund from any damage or
expense on account of any wrongful act by the
Distributor or any employee, representative or agent of
the Distributor. The Distributor will observe and be
bound by all the provisions of the Articles of
Incorporation of the Fund (and of any fundamental
policies adopted by the Fund pursuant to the Investment
Company Act, notice of which shall have been given to
the Distributor) which at the time in any way require,
limit, restrict or prohibit or otherwise regulate any
action on the part of the Distributor.
e. The Distributor will require each dealer
to conform to the provisions hereof and the
Registration Statement (and related prospectus) at the
time in effect under the Securities Act with respect to
the public offering price of the Shares.
4. Price of Shares
a. Shares offered for sale or sold by the
Distributor for the account of the Fund shall be so
offered or sold at a price per Share determined in
accordance with the then current prospectus relating to
the sale of such Shares except as departure from such
prices shall be permitted by the rules and regulations
of the Securities and Exchange Commission.
b. The price the Fund shall receive for all
Shares purchased from the Fund shall be the net asset
value used in determining the public offering price
applicable to the sale of such Shares.
5. Registration of Shares and Distributor
a. The Fund agrees that it will use its best
efforts to keep effectively registered under the
Securities Act for sale as herein contemplated such
Shares as the Distributor shall reasonably request and
as the Securities and Exchange Commission shall permit
to be so registered.
b. The Fund will execute any and all
documents and furnish any and all information which may
be reasonably necessary in connection with the
qualification of its Shares for sale (including the
qualification of the Fund as a dealer where necessary
or advisable) in such states as the Distributor may
reasonably request (it being understood that the Fund
shall not be required without its consent to comply
with any requirement which in its opinion is unduly
burdensome). The Distributor, at its own expense, will
effect all required qualifications of the Distributor
as a dealer or broker or otherwise under applicable
state or federal laws in order that the Shares may be
sold in as broad a territory as reasonably practicable.
c. Notwithstanding any other provision
hereof, the Fund may terminate, suspend or withdraw the
offering of Shares whenever, in its sole discretion, it
deems such action to be desirable.
6. Expenses
The Fund will pay or cause to be paid the
expenses (including the fees and disbursements of its
own counsel) of any registration of the Shares under
the Securities Act, expenses of qualifying or
continuing the qualification of the Shares for sale,
and in connection therewith, of qualifying or
continuing the qualification of the Fund as a dealer or
broker under the laws of such states as may be
designated by the Distributor under the conditions
herein specified, and expenses incident to the issuance
of Shares, such as, issue taxes and fees of the
transfer agent. The Distributor will pay all other
expenses (other than expenses which one or more dealers
may bear pursuant to any agreement with the
Distributor) incident to the sale and distribution of
the Shares issued or sold hereunder, including, without
limiting the generality of the foregoing, all (a)
expenses of printing and distributing or disseminating
any other literature, advertising and selling aids in
connection with such offering of the Shares for sale
(except that such expenses shall not include expenses
incurred by the Fund in connection with the
preparation, printing and distribution of any report or
other communication to holders of Shares in their
capacity as such); and (b) expenses of advertising in
connection with such offering. No transfer taxes, if
any, which may be payable in connection with the issue
or delivery of Shares sold as herein contemplated shall
be borne by the Fund, and the Distributor will
indemnify and hold harmless the Fund against liability
for all such transfer taxes.
7. Duration and Termination
a. This Agreement shall become effective as
of the date hereof and shall continue in effect until
March 1, 2000, and from year to year thereafter, but
only so long as such continuance is specifically
approved each year by either (i) the Board of Directors
of the Fund, or (ii) by the affirmative vote of a
majority of each series of the Fund's outstanding
voting securities. In addition to the foregoing, each
renewal of this Agreement must be approved by the vote
of a majority of the Fund's directors who are not
parties to this Agreement or interested persons of any
such party, cast in person at a meeting called for the
purpose of voting on such approval. Prior to voting on
the renewal of this Agreement, the Board of Directors
of the Fund shall request and evaluate, and the
Distributor shall furnish, such information as may
reasonably be necessary to enable the Fund's Board of
Directors to evaluate the terms of this Agreement.
b. Notwithstanding whatever may be provided
herein to the contrary, this Agreement may be
terminated at any time, without payment of any penalty,
by vote of a majority of the Board of Directors of the
Fund, or by vote of a majority of the outstanding
voting securities of each series of the Fund, or by the
Distributor, in each case, on not more than sixty (60)
days' written notice to the other party and shall
terminate automatically in the event of its assignment
as set forth in paragraph 9 of this Agreement.
8. Notice
Any notice under this Agreement shall be in
writing, addressed and delivered or mailed, postage
prepaid, to the other party at such address as such
other party may from time to time designate for the
receipt of such notice.
9. Assignment
This Agreement shall neither be assignable
nor subject to pledge or hypothecation and in the event
of assignment, pledge or hypothecation shall
automatically terminate. For purposes of determining
whether an "assignment" has occurred, the definition of
"assignment" in Section 2(a)(4) of the Investment
Company Act shall control.
10. Miscellaneous
a. This Agreement shall be construed in
accordance with the laws of the State of Maryland,
provided that nothing herein shall be construed in a
manner inconsistent with the Investment Company Act,
the Securities Act, the Securities Exchange Act of
1934, as amended, or any rule or order of the
Securities and Exchange Commission under such Acts or
any rule of the NASD.
b. The captions of this Agreement are
included for convenience only and in no way define or
delimit any of the provisions hereof or otherwise
affect their construction or effect.
c. If any provision of this Agreement shall
be held or made invalid by a court decision, statute,
rule or otherwise, the remainder of this Agreement
shall not be affected thereby and, to this extent, the
provisions of this Agreement shall be deemed to be
severable.
IN WITNESS WHEREOF, the parties hereto have
executed this Agreement as of the day and year first
written above.
OAK RIDGE FUNDS, INC.
By:/s/ Xxxxxx Xxxxxxxx
-----------------------
Xxxxxx Xxxxxxxx,
Chairman of the Board
Attest:/s/ Xxxx Xxxxxx
------------------------
Xxxx Xxxxxx,
Secretary
OAK RIDGE INVESTMENTS, INC.
By:/s/ Xxxxx X. Xxxxxxx
------------------------
Xxxxx X. Xxxxxxx,
Chairman of the Board
Attest:/s/ Xxxxxx Xxxxxxxx
-----------------------------
Xxxxxx Xxxxxxxx,
Secretary
SCHEDULE A
to the
DISTRIBUTION AGREEMENT
between
OAK RIDGE FUNDS, INC.
and
OAK RIDGE INVESTMENTS, INC.
Pursuant to section 1 of the Distribution
Agreement between Oak Ridge Funds, Inc. (the "Fund")
and Oak Ridge Investments, Inc. (the "Distributor"),
the Fund hereby appoints the Distributor as its agent
to be the principal underwriter of the Fund with
respect to its following series:
Oak Ridge Small Cap Equity Fund
Oak Ridge Large Cap Equity Fund
Dated March 1, 1999
