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EXHIBIT (15)(C)
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THE OHIO COMPANY
000 Xxxx Xxxxx Xxxxxx
Xxxxxxxx, Xxxx 00000
Dealer No.: ___________
Effective Date: __________
The Cardinal Funds
SELECTED DEALER AGREEMENT
Ladies and Gentlemen:
The Ohio Company, an Ohio corporation (the "Company"), which is the principal
underwriter of a certain registered open-end management investment company and
the portfolios thereof (together the "Funds," or singly a "Fund"), hereby
invites the undersigned broker or dealer ("Dealer") to participate in the
distribution of shares of the Funds ("Shares") and to assist in rendering
distribution and shareholder services to the Funds on and subject to the
following terms and conditions:
Section 1. DEALER AUTHORITY. With respect to the distribution and sale of
Shares, Dealer shall have no authority to act as agent for the Funds, the
Company or any other dealer in any respect in such transactions. All orders
are subject to acceptance by the Company and become effective only upon
confirmation by the Company, and are subject to acceptance or rejection by the
Company or the appropriate Fund in its sole discretion. Dealer shall have no
authority to make any representations concerning the Shares of any Fund except
such representations as may be contained in that Fund's then current prospectus
("Prospectus"), in its then current Statement of Additional Information, and in
such other printed information as that Fund or the Company may subsequently
prepare and distribute to Dealer for purposes of selling the Shares, and Dealer
shall have no authority to distribute any other sales material relating to a
Fund or its Shares without the prior written approval of the Company.
Section 2. SALES AND PRICING OF SHARES. Dealer shall offer and sell Shares
only at their respective public offering prices, or net asset values in the
case of money market funds, if any, in accordance with the terms and conditions
of the Prospectus of the Fund whose Shares Dealer offers. An order for the
purchase of Shares shall be accepted at the time such order is received by the
Company and at the price next determined unless the order is otherwise rejected
in accordance with Section 1 above. In addition, the Company will not accept
any order from Dealer which is placed on a conditional basis or subject to any
delay or contingency prior to execution. Dealer shall place orders for Shares
only with the Company and shall date and time stamp all orders received by
Dealer and promptly shall transmit all orders to the Company in time for
processing at the price next determined after receipt of the order by Dealer,
in accordance with the Prospectus of the Fund whose Shares are being sold.
Dealer shall confirm the transaction with
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Dealer's customer at the price confirmed in writing by the Company. In the
event of difference between verbal and written price confirmations, the written
confirmations shall be considered final. Prices of the Shares are computed by
a Fund in accordance with its Prospectus.
Dealer shall place orders with the Company only through Dealer's central
order department unless the Company accepts Dealer's written Power of Attorney
authorizing others to place orders on Dealer's behalf.
Section 3. DEALER SERVICES. With respect to shareholder services, the
Company hereby appoints Dealer to render shareholder services to each of the
12b-1 Funds (as defined below). Shareholder services may include, but are not
limited to, answering routine client inquiries regarding the 12b-1 Funds;
providing information to shareholders on their investments in the 12b-1 Funds;
providing personnel and communication equipment used in connection therewith;
and providing such other services as the Company may reasonably request.
Section 4. DEALER COMPENSATION. (a) So long as this Agreement is in effect,
on purchases from the Company of Shares of a Fund sold with a sales charge,
Dealer shall receive a discount from the public offering price (a "Dealer
Concession") at the specified percentages of the public offering price set
forth in those Funds' respective Prospectuses, which are hereby incorporated
herein by reference and which may be modified from time to time by the Company.
Dealer shall not receive any Dealer Concession with respect to certain
transactions which are exempt from sales charges and will receive the reduced
Dealer Concessions which correspond to the reduced sales charges applicable to
certain types of transactions (e.g., transactions involving letters of intent
or rights of accumulation), as described more fully in the applicable Fund's
current Prospectus. Dealer shall not share or rebate any portion of such
Dealer Concessions or otherwise grant any concessions, discounts or other
allowances to any person who is not a broker or dealer actually engaged in the
investment banking or securities business and is not a member in good standing
of the National Association of Securities Dealers, Inc. ("N.A.S.D."). Dealer
will receive Dealer Concessions as described above on all purchase transactions
in shareholder accounts (excluding reinvestment of income dividends and capital
gains distributions) for which Dealer is designated as Dealer of Record except
where the Company determines that any such purchase was made with the proceeds
of a redemption or repurchase of Shares of a Fund whether or not the
transaction constitutes the exercise of the exchange or conversion privilege.
(b) In addition to the compensation described in Section 4(a) above and
subject to any limitations set forth in the N.A.S.D.'s Rules of Fair Practice,
including without limitation Rule 26, the Company will pay Dealer, with respect
to each of the Funds for which a Distribution and Shareholder Service Plan
pursuant to Rule 12b-1 of the Investment Company Act of 1940, as amended (the
"1940 Act"), is
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in place and under which a fee may be paid to broker-dealers for providing
shareholder services ("12b-1 Funds"), a monthly fee computed at the annual rate
.25% of the average aggregate net asset value of Shares of such 12b-1 Fund held
during the period in accounts for which Dealer provides services as described
in Section 3 above.
Section 5. DEALER AUTHORIZATION. Dealer hereby authorizes the Company to
act as its agent in connection with all transactions in shareholder accounts
for which Dealer is designated as Dealer of Record. All designations of Dealer
of Record and all authorizations of the Company to act as Dealer's agent shall
cease upon the termination of this Agreement or upon the shareholders'
instructions to transfer his or her account to another Dealer of Record.
Section 6. PAYMENT FOR SHARES. Payment for all Shares purchased from the
Company by Dealer shall be made to The Fifth Third Bank, Cincinnati, Ohio, as
custodian for each of the Funds (the "Custodian"), and shall be received by the
Custodian for the account of the applicable Fund within three business days
after the acceptance of Dealer's order or by the end of one business day
following receipt of a customer's payment for such Shares, whichever is the
later date. If such payment is not so received by the Custodian, the Company
and the Funds reserve the right, without notice, to immediately cancel the
sale, or, at the Company's option, to sell the Shares ordered by Dealer back to
the Fund in which latter case, the Company may hold Dealer responsible for any
loss, including loss of profit, suffered by the Company or by the Fund
resulting from Dealer's failure to make payment as described above.
Section 7. PURCHASE OF SHARES. Dealer shall purchase Shares of the Fund
only from the Company or from Dealer's customers. If Dealer purchases Shares
from the Company, Dealer agrees that all such purchases shall be made only to
cover orders already received by Dealer from Dealer's customers, or for
Dealer's own bona fide investment without a view to resale. If Dealer
purchases Shares from Dealer's customers, Dealer agrees to pay such customers
the applicable net asset value per share less any contingent deferred sales
charge that would be applicable in such Shares were then tendered for
redemption in accordance with the applicable Prospectus ("Repurchase Price").
Section 8. LIMITATION ON SALE OF SHARES. Dealer shall sell Shares only:
(a) to the Dealer's customers at the prices described in Section 2 above;
or
(b) to the Company as agent for the Fund at the Repurchase Price. In such
sale to the Company, Dealer may act either as principal for Dealer's own
account or as agent for Dealer's customer. If Dealer acts as principal for
Dealer's own account in purchasing Shares for resale to the Company, Dealer
agrees to pay Dealer's customer not
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less than nor more than the Repurchase Price which Dealer received from the
Company. If Dealer acts as agent for Dealer's customer in selling Shares to
the Company, Dealer agrees not to charge Dealer's customer more than a fair
commission for handling the transaction.
Section 9. DEALER'S REPRESENTATIONS AND WARRANTIES. Dealer hereby
represents and warrants to the Company that:
(a) Dealer is willing and possesses the legal authority to provide the
services contemplated by this Agreement without violation of applicable
laws;
(b) Dealer is and shall remain throughout the term of the Agreement a
member in good standing of the N.A.S.D. and shall immediately notify the
Company should it cease to be a member of the N.A.S.D.;
(c) Dealer is and shall remain throughout the term of this Agreement a
broker-dealer duly and properly registered and qualified under all
applicable laws, rules and regulations, including, but not limited to, all
state and federal securities laws, rules and regulations, as may be
necessary or appropriate for Dealer to perform and observe all of its
duties, obligations and covenants set forth or contemplated by this
Agreement;
(d) Dealer shall throughout the term of this Agreement comply with the
requirements of all applicable laws, rules and regulations, including, but
not limited to, federal and state securities laws, the rules, regulations
and orders of the Securities and Exchange Commission and the N.A.S.D., in
performing and observing all of its duties, obligations and covenants set
forth or contemplated by this Agreement;
(e) Dealer shall not withhold placing with the Company orders received
from Dealer's customers so as to profit itself as a result of such
withholding;
(f) Dealer shall not offer Shares of any Fund in any state where such
Shares are not qualified for sale under the Blue Sky Laws and Regulations of
such state or where Dealer is not qualified to act as a dealer, except in
appropriate circumstances when under state laws and regulations the Shares
or the sales transactions are exempt from qualification or dealer
registration is not required; and
(g) Dealer shall give the Company at least 30 days advance written notice
of any event which will cause an "assignment" of this Agreement (as defined
in the 0000 Xxx) by Dealer or its affiliates.
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Section 10. REFUND OF COMPENSATION. If any Shares sold to Dealer under the
terms of this Agreement are repurchased by the Fund, or are tendered for
redemption, within seven business days after the date of the Company's
confirmation of the original purchase by Dealer, Dealer shall promptly refund
to the Company the full Dealer Concession received by Dealer pursuant to
Section 4(a) above.
Section 11. INDEMNIFICATION. Dealer shall indemnify and hold harmless the
Company, its affiliates and the Funds against any losses, claims, damages,
liabilities or expenses (including reasonable attorneys' fees and expenses)
resulting from (a) any negligence or misfeasance of Dealer or any of its
officers, directors, employees or agents; or (b) any violation of any law, rule
or regulation or any failure to perform or observe any obligations of Dealer
set forth in this agreement by Dealer or any of its officers, directors,
employees or agents.
Section 12. REPORTS. Dealer shall prepare such quarterly reports for the
Company as shall reasonably be required by the Company.
Section 13. PROVISION OF SALES MATERIAL. The Company shall deliver to
Dealer without charge reasonable quantities of the Funds' Prospectuses with any
supplements thereto currently in effect, copies of current shareholder reports
of the respective Funds, and sales material issued by the Company from time to
time.
Section 14. RULE 12B-1 AGREEMENT; TERMINATION. This Agreement is a related
agreement under the Distribution and Shareholder Service Plans as adopted by
the 12b-1 Funds (collectively, the "Plan"). This Agreement may be terminated
as to a 12b-1 Fund at any time, without the payment of any penalty, by the vote
of a majority of the members of the Board of Trustees of such 12b-1 Fund who
are not interested persons of such 12b-1 Fund and have no direct or indirect
financial interest in the operation of the Plan or in any related agreements to
the Plan ("Disinterested Trustees") or by a majority of the outstanding voting
securities of the 12b-1 Fund upon delivery of written notice thereof to the
parties to this Agreement. This Agreement will terminate as to a 12b-1 Fund
automatically in the event of its assignment as defined in the 1940 Act, or
upon the termination of the Distribution Agreement between such 12b-1 Fund and
the Company. In addition, both the Company and Dealer may terminate this
Agreement upon 10 days' prior written notice to the other party.
Section 15. COMPLETE AGREEMENT. This Agreement supersedes and cancels any
prior agreement with respect to the sale of Shares of any Fund and may be
amended at any time and from time to time by written agreement of the parties
hereto.
Section 16. CHOICE OF LAW. This Agreement shall be effective upon
acceptance by the Company in Columbus, Ohio, and all sales hereunder are to be
made, and title to Shares shall pass, in Columbus, Ohio. This Agreement is made
in the State of Ohio and shall be interpreted in accordance with the laws of
Ohio. Each party repre-
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sents that the undersigned has authority to act, and to execute this Agreement,
on behalf of such party.
Section 17. NOTICES. All communications and notices to the Company should
be sent to the above address. Any communications or notice to Dealer shall be
duly given if mailed or delivered to Dealer at the address specified by Dealer
below.
Very truly yours,
THE OHIO COMPANY
The undersigned Dealer hereby accepts the Company's invitation to participate
in the distribution of the Funds' Shares and agrees to be bound by and comply
with the terms and conditions of this Agreement as set forth above.
_____________________________________
Firm
By _________________________________
Officer of Partner
____________________________________
Date: __________________________
____________________________________
(Address)
States in which Shares will be offered for sale by Dealer:
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
Accepted:
THE OHIO COMPANY
By _____________________________
Date: __________________________
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