Exhibit 6.2
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Form of Dealer Agreement
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Oak Ridge Investments, Inc.
000 X. Xxxxxxxx Xxx., Xxxxx 0000
Xxxxxxx, XX 00000
January __, 1996
[Dealer Name and
Address]
Dear Sir or Madam:
Oak Ridge Investments, Inc. ("Oak Ridge"), as the Distributor of
the shares of O.R.I. Growth Fund and any other series offered from time to
time by O.R.I. 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 Rules of Fair
Practice 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 prospectus 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 Fund. 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, as provided in the prospectuses. 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 000 X. Xxxxxxxx Xxx., Xxxxx
0000, Xxxxxxx, Xxxxxxxx 00000, Attention: Xxxxxx Xxxxxxxx, President.
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 supercedes all
prior oral or written agreements between the parties hereto.
Sincerely,
OAK RIDGE INVESTMENTS, INC.
Xxxxxx Xxxxxxxx, President
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)
