Exhibit 6
UNDERWRITING AGREEMENT FOR
CLASS A SHARES OF
NORTHSTAR TRUST
NORTHSTAR HIGH TOTAL RETURN FUND
NORTHSTAR INCOME AND GROWTH FUND
NORTHSTAR GROWTH + VALUE FUND
NORTHSTAR HIGH TOTAL RETURN FUND II
NORTHSTAR INTERNATIONAL VALUE FUND
AGREEMENT made and entered into by and between NORTHSTAR HIGH TOTAL
RETURN FUND, NORTHSTAR INCOME AND GROWTH FUND, NORTHSTAR GROWTH +
VALUE FUND, NORTHSTAR HIGH TOTAL RETURN FUND II and NORTHSTAR
INTERNATIONAL VALUE FUND (each a "Fund" and collectively the
"Funds"), each a series of NORTHSTAR TRUST, a Massachusetts business
trust (the "Trust"), and NORTHSTAR DISTRIBUTORS, INC., a Minnesota
corporation (the "Underwriter").
1. Each Fund hereby appoints the Underwriter as its exclusive agent
to promote the sale and to arrange for the sale of Class A shares of
beneficial interest of each Fund, including both unissued shares and
treasury shares, through broker-dealers of otherwise, in all parts
of the United States and elsewhere throughout the world. Each Fund
agrees to sell and deliver its Class A shares, upon the terms
hereinafter set forth, as long as it has unissued and/or treasury
Class A shares available for sale.
(a) Each Fund hereby authorizes the Underwriter, subject to law and
the Declaration of Trust, to accept, for the respective account of
each Fund, orders for the purchase of its Class A shares,
satisfactory to the Underwriter, as of the time of receipt of such
orders by the dealer-- or as otherwise described in the Prospectus
of the Trust.
(b) The public offering price of Class A shares shall be the net
asset value per share (as determined by each Fund) of the
outstanding Class A shares of each Fund. The net asset value shall
be regularly determined on every business day as of the time of the
regular closing of the New York Stock Exchange and the public
offering price based upon such net asset value shall become
effective as set forth from time to time in the Trust's Prospectus;
such net asset value shall also be regularly determined, and the
public offering price based thereon shall become effective, as of
such other times for the regular determination of net asset value as
may be required or permitted by rules of the National Association of
Securities Dealers, Inc. or of the Securities and Exchange
Commission. Each Fund shall furnish daily to the Underwriter, with
all possible promptness, a detailed computation of net asset value
of its Class A shares.
The public offering price of such shares shall be equal to the net
asset value, as described above, plus a commission to be fixed from
time to time by the Underwriter not to exceed 6% of the public
offering price, except that such price per share may be adjusted to
the nearest cent. The Underwriter may fix quantity discounts and
other similar terms not inconsistent with the provisions of the
Investment Company Act of 1940. The Underwriter shall not impose any
commission, permit any quantity discounts or impose any other
similar terms in connection with the sale of Class A shares of each
Fund except as disclosed in the Prospectus of the Trust.
(c) The Underwriter shall be entitled to deduct a commission on all
Class A shares sold equal to the difference between the public
offering price and the net asset value on which such price is based.
If any such commission is received by a Fund, it will pay the
commission to the Underwriter. Out of such commission, the
Underwriter may allow to dealers such concessions as the Underwriter
may determine from time to time. Notwithstanding anything in the
Agreement, sales may be made at net asset value as provided in the
Trust's prospectus.
2. The Underwriter agrees to devote reasonable time and effort to
enlist investment dealers to sell Class A shares of each Fund and
otherwise promote the sale and distribution and act as Underwriter
for the sale and distribution of the Class A shares of each Fund as
such arrangements may profitably be made; but so long as its does
so, nothing herein contained shall prevent the Underwriter from
entering into similar arrangements with other funds and to engage in
other activities. Each Fund reserves the right to issue Class A
shares in connection with any merger or consolidation of a Fund with
any other investment company or any personal holding company or in
connection with offers of exchange exempted from Section 22(d) of
the Investment Company ▇▇▇ ▇▇▇▇.
3. To the extent a Fund shall offer (as set forth in the Trust's
Prospectus) to provide physical certificates evidencing ownership of
Class A shares, upon receipt by a Fund at its principal place of
business of a written order from the Underwriter, together with
delivery instructions, the Fund shall, as promptly as practicable,
cause certificates for the Class A shares called for in such order
to be delivered or credited in such amounts and in such names as
shall be specified by the Underwriter, against payment therefor in
such manner as may be acceptable to the Fund.
4. All sales literature and advertisements used by the Underwriter
in connection with sales of the Class A shares of each Fund shall be
subject to the approval of the respective Fund to which such
literature relates. Each Fund authorizes the Underwriter in
connection with the sale or arranging for the sale of its Class A
shares to give only such information and to make only such
statements or representations as are contained in the Prospectus or
in sales literature or advertisements approved by each respective
Fund or in such financial statements and reports as are furnished to
the Underwriter pursuant to paragraph 6 below. The Funds shall not
be responsible in any way for any information, statements or
representations given or made by the Underwriter or its
representatives or agents other than such information, statements
and representations.
5. The Underwriter, as agent of each Fund, is authorized, subject to
the direction of each Fund, to accept Class A shares for redemption
at prices not in excess of their net asset value, determined as
prescribed in the Prospectus of the Trust. Each respective Fund
shall reimburse the Underwriter monthly for its out-of-pocket
expenses reasonably incurred on behalf of each Fund in carrying out
the foregoing authorization, but the Underwriter shall not be
entitled to any commissions or other compensation in respect to such
redemptions. The Underwriter shall report all redemptions promptly
to the respective Funds.
6. Each Fund shall keep the Underwriter fully informed with regard
to its affairs, shall furnish the Underwriter with a certified copy
of all financial statements, and a signed copy of each report,
prepared by independent public accountants and with such reasonable
number of printed copies of each annual and other periodic report of
each Fund as the Underwriter may request, and shall cooperate fully
in the efforts of the Underwriter to sell and arrange for the sale
of its Class A shares and in the performance by the Underwriter of
all its duties under this Agreement.
7. Each Fund will pay or cause to be paid expenses (including
counsel fees and disbursements) of any registration of its Class A
shares of beneficial interest under, but not limited to, Federal,
state or other regulatory authority, fees of filing periodic reports
with regulatory bodies and of preparing, setting in type and
printing the Prospectus and any amendments thereto prepared for use
in connection with the offering of Class A shares of each Fund, for
fees and expenses incident to the issuance of Class A shares of
beneficial interest, such as the cost of stock certificates (if
offered), issuance taxes, fees of the transfer agent, including the
cost of preparing and mailing notices to shareholders pertaining to
transactions with respect to shareholders' accounts, dividend
disbursing agent's costs, including the cost for preparing and
mailing notices confirming shares acquired by shareholders pursuant
to the reinvestment of dividends and distributions, and the mailing
to shareholders of prospectuses, and notices and reports as may be
required from time to time by regulatory bodies or for such other
purposes, except for purposes of sales by the Underwriter as
outlined in paragraph 8 hereof.
8. The Underwriter shall pay all of its own costs and expenses
(other than expenses and costs heretofore deemed payable by the
Funds and other than expenses which one or more dealers may bear
pursuant to any agreement with the Underwriter) incident to the sale
and distribution of the shares issued or sold hereunder including
(a) expenses of printing copies of the Prospectus to be used in
connection with the sale of Class A shares of each Fund at printer's
overrun costs; (b) expenses of printing and distributing or
disseminating any other literature, advertising or selling aids in
connection with the offering of Class A shares for sale (however,
the expenses referred to in (a) and (b) do not include expenses
incurred in connection with the preparation, printing and
distribution of the Prospectus or any report or other communication
to shareholders, to the extent that such expenses are necessarily
incurred to effect compliance by each Fund with any Federal or state
law or other regulatory bodies); and (c) expenses of advertising in
connection with such offering; provided, however, that the
Underwriter shall not be required to pay for any such expenses to
the extent that they are paid pursuant to a Fund's distribution plan
adopted pursuant to Rule 12b-1 under the Investment Company Act of
1940.
9. Each Fund agrees to register, from time to time as necessary,
additional Class A shares with the Securities & Exchange Commission,
State and other regulatory bodies and to pay the related filing fees
therefor and to file such amendments, reports and other documents as
may be necessary in order that there may be no untrue statement of a
material fact in the Registration Statement or Prospectus or that
their may be no omission to state a material fact therein necessary
in order to make the statements therein, in light of the
circumstances under which they were made, not misleading. As used in
this Agreement, the term " Registration Statement" shall mean the
Registration Statement most recently filed by the Trust with the
Securities & Exchange Commission and effective under the Securities
Act of 1933, as amended, as such Registration Statement is amended
from time to time, and the term "Prospectus" shall mean the most
recent form of prospectus authorized by the Trust for use by the
Underwriter and by dealers.
10. This Agreement may be terminated at any time on not more than 60
days written notice, without payment of a penalty, by the
Underwriter, by vote of a majority of the class of outstanding
voting securities of each respective Fund or by vote of a majority
of the Trustees, acting separately on behalf of each Fund, who are
not "interested persons" of the Funds and who have not direct or
indirect financial interest in the operation of the Plan or in any
agreements.
11. This Agreement shall terminate automatically in the event of its
assignment. The term "assignment" for this purpose shall have the
meaning defined in Section 2(a) (4) of the Investment Company Act of
1940.
12. This Agreement has been approved by the Trustees of the Trust on
behalf of the Funds and shall continue in effect for two years from
its effective date. Thereafter, this Agreement shall continue for
successive annual periods, provided that such continuance is
specifically approved annually by a majority of the Trustees who are
not interested persons of the parties hereto as defined in the
Investment Company Act of 1940 and either (a) by vote of the
Trustees of the Trust or (b) by vote of a majority or the
outstanding voting securities of each Fund, as defined in the
Investment Company Act of 1940.
13. The Declaration of Trust, establishing the Trust, dated August
18, 1993, a copy of which together with all amendments thereto (the
"Declaration") is on file in the office of the Secretary of the
Commonwealth of Massachusetts, provides that the name of the Trust
refers to the Trustees under the Declaration collectively as
trustees, but not individually or personally; and no Trustee,
shareholder officer, employee or agent of the Trust and/or the Funds
may be held to any personal liability, nor may resort be had to
their private property for the satisfaction of any obligation or
claim or otherwise in connection with affairs of the Trust, but the
Trust property only shall be liable.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their officers thereunto duly authorized and to
become effective as of this 8th day of November, 1993.
Attest: NORTHSTAR TRUST
By: ________________________ By: ________________________
Attest: NORTHSTAR DISTRIBUTORS, INC.
By: ________________________ By: ________________________
As Amended: January 23, 1997
UNDERWRITING AGREEMENT FOR
CLASS B SHARES OF
NORTHSTAR TRUST
NORTHSTAR HIGH TOTAL RETURN FUND
NORTHSTAR INCOME AND GROWTH FUND
NORTHSTAR GROWTH + VALUE FUND
NORTHSTAR HIGH TOTAL RETURN FUND II
NORTHSTAR INTERNATIONAL VALUE FUND
AGREEMENT made and entered into by and between NORTHSTAR HIGH TOTAL
RETURN FUND, NORTHSTAR INCOME AND GROWTH FUND, NORTHSTAR GROWTH +
VALUE FUND, NORTHSTAR HIGH TOTAL RETURN FUND II and NORTHSTAR
INTERNATIONAL VALUE FUND (each a "Fund" and collectively the
"Funds"), each a series of NORTHSTAR TRUST, a Massachusetts business
trust (the "Trust"), and NORTHSTAR DISTRIBUTORS, INC., a Minnesota
corporation (the "Underwriter").
1. Each Fund hereby appoints the Underwriter as its exclusive agent
to promote the sale and to arrange for the sale of Class B shares of
beneficial interest of each Fund, including both unissued shares and
treasury shares, through broker-dealers of otherwise, in all parts
of the United States and elsewhere throughout the world. Each Fund
agrees to sell and deliver its Class B shares, upon the terms
hereinafter set forth, as long as it has unissued and/or treasury
Class B shares available for sale.
(a) Each Fund hereby authorizes the Underwriter, subject to law and
the Declaration of Trust, to accept, for the respective account of
each Fund, orders for the purchase of its Class B shares,
satisfactory to the Underwriter, as of the time of receipt of such
orders by the dealer-- or as otherwise described in the Prospectus
of the Trust.
(b) The public offering price of Class B shares shall be the net
asset value per share (as determined by each Fund) of the
outstanding Class B shares of each Fund. The net asset value shall
be regularly determined on every business day as of the time of the
regular closing of the New York Stock Exchange and the public
offering price shall become effective as set forth from time to time
in the Prospectus; such net asset value shall also be regularly
determined, and the public offering price shall become effective, as
of such other times for the regular determination of net asset value
as may be required or permitted by rules of the National Association
of Securities Dealers, Inc. or of the Securities and Exchange
Commission. Each Fund shall furnish daily to the Underwriter, with
all possible promptness, a detailed computation of net asset value
of its Class B shares.
(c) As compensation for providing services under this Agreement, (i)
the Underwriter shall receive from each Fund distribution and
service fees under the terms and conditions set forth in each
respective Distribution Plan for each Fund adopted under Rule 12b-1
under the Investment Company Act of 1940, as amended, as that Plan
may be amended from time to time and subject to any further
limitations on such fees as the Trustees may impose, and (ii) the
Underwriter shall receive from each Fund all contingent deferred
sales charges applied on redemption of Class B shares of such Fund.
Whether and to what extent a contingent deferred sales charge will
be imposed with respect to a redemption shall be determined in
accordance with, and in a manner set forth in, the Trust's
Prospectus.
(d) The Underwriter may reallow any or all of the distribution and
services fees and contingent deferred sales charges which it is paid
under the Agreement to such dealers as the Underwriter may from time
to time determine.
(e) The Underwriter may fix quantity discounts and other similar
variances or waivers of the contingent deferred sales charge not
inconsistent with the provisions of the Investment Company Act of
1940; provided however, that the Underwriter shall not impose any
commission, permit any quantity discount, or impose any other
similar waiver or variance in connection with the sale of Class B
shares except as disclosed in the Prospectus of the Trust.
2. The Underwriter agrees to devote reasonable time and effort to
enlist investment dealers to sell Class B shares of each Fund and
otherwise promote the sale and distribution and act as Underwriter
for the sale and distribution of the Class B shares of each Fund as
such arrangements may profitably be made; but so long as its does
so, nothing herein contained shall prevent the Underwriter from
entering into similar arrangements with other funds and to engage in
other activities. Each Fund reserves the right to issue Class B
shares in connection with any merger or consolidation of a Fund with
any other investment company or any personal holding company or in
connection with offers of exchange exempted from Section 22(d) of
the Investment Company ▇▇▇ ▇▇▇▇.
3. To the extent a Fund shall offer (as set forth in the Trust's
Prospectus) to provide physical certificates evidencing ownership of
Class B shares, upon receipt by a Fund at its principal place of
business of a written order from the Underwriter, together with
delivery instructions, the Fund shall, as promptly as practicable,
cause certificates for the Class B shares called for in such order
to be delivered or credited in such amounts and in such names as
shall be specified by the Underwriter, against payment therefor in
such manner as may be acceptable to the Fund.
4. All sales literature and advertisements used by the Underwriter
in connection with sales of the Class B shares of each Fund shall be
subject to the approval of the respective Fund to which such
literature relates. Each Fund authorizes the Underwriter in
connection with the sale or arranging for the sale of its Class B
shares to give only such information and to make only such
statements or representations as are contained in the Prospectus or
in sales literature or advertisements approved by each respective
Fund or in such financial statements and reports as are furnished to
the Underwriter pursuant to paragraph 6 below. The Funds shall not
be responsible in any way for any information, statements or
representations given or made by the Underwriter or its
representatives or agents other than such information, statements
and representations.
5. The Underwriter, as agent of each Fund, is authorized, subject to
the direction of each Fund, to accept Class B shares for redemption
at prices determined as prescribed in the Prospectus of the Trust.
Such price shall reflect the subtraction of the applicable
contingent deferred sales charge, if any, computed in accordance
with and in the manner set forth in the Trust's Prospectus. Each
respective Fund shall reimburse the Underwriter monthly for its
out-of-pocket expenses reasonably incurred on behalf of each Fund in
carrying out the foregoing authorization. The Underwriter shall
report all redemptions promptly to the respective Funds.
6. Each Fund shall keep the Underwriter fully informed with regard
to its affairs, shall furnish the Underwriter with a certified copy
of all financial statements, and a signed copy of each report,
prepared by independent public accountants and with such reasonable
number of printed copies of each annual and other periodic report of
each Fund as the Underwriter may request, and shall cooperate fully
in the efforts of the Underwriter to sell and arrange for the sale
of its Class B shares and in the performance by the Underwriter of
all its duties under this Agreement.
7. Each Fund will pay or cause to be paid expenses (including
counsel fees and disbursements) of any registration of its Class B
shares of beneficial interest under, but not limited to, Federal,
state or other regulatory authority, fees of filing periodic reports
with regulatory bodies and of preparing, setting in type and
printing the Prospectus and any amendments thereto prepared for use
in connection with the offering of Class B shares of each Fund, for
fees and expenses incident to the issuance of Class B shares of
beneficial interest, such as the cost of stock certificates (if
offered), issuance taxes, fees of the transfer agent, including the
cost of preparing and mailing notices to shareholders pertaining to
transactions with respect to shareholders' accounts, dividend
disbursing agent's costs, including the cost for preparing and
mailing notices confirming shares acquired by shareholders pursuant
to the reinvestment of dividends and distributions, and the mailing
to shareholders of prospectuses, and notices and reports as may be
required from time to time by regulatory bodies or for such other
purposes, except for purposes of sales by the Underwriter as
outlined in paragraph 8 hereof.
8. The Underwriter shall pay all of its own costs and expenses
(other than expenses and costs heretofore deemed payable by the
Funds and other than expenses which one or more dealers may bear
pursuant to any agreement with the Underwriter) incident to the sale
and distribution of the shares issued or sold hereunder including
(a) expenses of printing copies of the Prospectus to be used in
connection with the sale of Class B shares of each Fund at printer's
overrun costs; (b) expenses of printing and distributing or
disseminating any other literature, advertising or selling aids in
connection with the offering of Class B shares for sale (however,
the expenses referred to in (a) and (b) do not include expenses
incurred in connection with the preparation, printing and
distribution of the Prospectus or any report or other communication
to shareholders, to the extent that such expenses are necessarily
incurred to effect compliance by each Fund with any Federal or state
law or other regulatory bodies); and (c) expenses of advertising in
connection with such offering; provided, however, that the
Underwriter shall not be required to pay for any such expenses to
the extent that they are paid pursuant to a Fund's distribution plan
adopted pursuant to Rule 12b-1 under the Investment Company Act of
1940.
9. Each Fund agrees to register, from time to time as necessary,
additional Class B shares with the Securities & Exchange Commission,
State and other regulatory bodies and to pay the related filing fees
therefor and to file such amendments, reports and other documents as
may be necessary in order that there may be no untrue statement of a
material fact in the Registration Statement or Prospectus or that
their may be no omission to state a material fact therein necessary
in order to make the statements therein, in light of the
circumstances under which they were made, not misleading. As used in
this Agreement, the term " Registration Statement" shall mean the
Registration Statement most recently filed by the Trust with the
Securities & Exchange Commission and effective under the Securities
Act of 1933, as amended, as such Registration Statement is amended
from time to time, and the term "Prospectus" shall mean the most
recent form of prospectus authorized by the Trust for use by the
Underwriter and by dealers.
10. This Agreement may be terminated at any time on not more than 60
days written notice, without payment of a penalty, by the
Underwriter, by vote of a majority of the class of outstanding
voting securities of each respective Fund or by vote of a majority
of the Trustees, acting separately on behalf of each Fund, who are
not "interested persons" of the Funds and who have not direct or
indirect financial interest in the operation of the Plan or in any
agreements.
11. This Agreement shall terminate automatically in the event of its
assignment. The term "assignment" for this purpose shall have the
meaning defined in Section 2(a) (4) of the Investment Company Act of
1940.
12. This Agreement has been approved by the Trustees of the Trust on
behalf of the Funds and shall continue in effect for two years from
its effective date. Thereafter, this Agreement shall continue for
successive annual periods, provided that such continuance is
specifically approved annually by a majority of the Trustees who are
not interested persons of the parties hereto as defined in the
Investment Company Act of 1940 and either (a) by vote of the
Trustees of the Trust or (b) by vote of a majority or the
outstanding voting securities of each Fund, as defined in the
Investment Company Act of 1940.
13. The Declaration of Trust, establishing the Trust, dated August
18, 1993, a copy of which together with all amendments thereto (the
"Declaration") is on file in the office of the Secretary of the
Commonwealth of Massachusetts, provides that the name of the Trust
refers to the Trustees under the Declaration collectively as
trustees, but not individually or personally; and no Trustee,
shareholder officer, employee or agent of the Trust and/or the Funds
may be held to any personal liability, nor may resort be had to
their private property for the satisfaction of any obligation or
claim or otherwise in connection with affairs of the Trust, but the
Trust property only shall be liable.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their officers thereunto duly authorized and to
become effective as of this 8th day of November, 1993.
Attest: NORTHSTAR TRUST
By: ________________________ By: ________________________
Attest: NORTHSTAR DISTRIBUTORS, INC.
By: ________________________ By: ________________________
As Amended: January 23, 1997
UNDERWRITING AGREEMENT FOR
CLASS C SHARES OF
NORTHSTAR TRUST
NORTHSTAR HIGH TOTAL RETURN FUND
NORTHSTAR INCOME AND GROWTH FUND
NORTHSTAR GROWTH + VALUE FUND
NORTHSTAR HIGH TOTAL RETURN FUND II
NORTHSTAR INTERNATIONAL VALUE FUND
AGREEMENT made and entered into by and between NORTHSTAR HIGH TOTAL
RETURN FUND, NORTHSTAR INCOME AND GROWTH FUND, NORTHSTAR GROWTH +
VALUE FUND, NORTHSTAR HIGH TOTAL RETURN FUND II and NORTHSTAR
INTERNATIONAL VALUE FUND (each a "Fund" and collectively the
"Funds"), series of NORTHSTAR TRUST, a Massachusetts business trust
(the "Trust"), and NORTHSTAR DISTRIBUTORS, INC., a Minnesota
corporation (the "Underwriter").
1. Each Fund hereby appoints the Underwriter as its exclusive agent
to promote the sale and to arrange for the sale of Class C shares of
beneficial interest of each Fund, including both unissued shares and
treasury shares, through broker-dealers of otherwise, in all parts
of the United States and elsewhere throughout the world. Each Fund
agrees to sell and deliver its Class C shares, upon the terms
hereinafter set forth, as long as it has unissued and/or treasury
Class C shares available for sale.
(a) Each Fund hereby authorizes the Underwriter, subject to law and
the Declaration of Trust, to accept, for the respective account of
each Fund, orders for the purchase of its Class C shares,
satisfactory to the Underwriter, as of the time of receipt of such
orders by the dealer-- or as otherwise described in the Prospectus
of the Trust.
(b) The public offering price of Class C shares shall be the net
asset value per share (as determined by each Fund) of the
outstanding Class C shares of each Fund. The net asset value shall
be regularly determined on every business day as of the time of the
regular closing of the New York Stock Exchange and the public
offering price shall become effective as set forth from time to time
in the Prospectus; such net asset value shall also be regularly
determined, and the public offering price shall become effective, as
of such other times for the regular determination of net asset value
as may be required or permitted by rules of the National Association
of Securities Dealers, Inc. or of the Securities and Exchange
Commission. Each Fund shall furnish daily to the Underwriter, with
all possible promptness, a detailed computation of net asset value
of its Class C shares.
(c) As compensation for providing services under this Agreement, (i)
the Underwriter shall receive from each Fund distribution and
service fees under the terms and conditions set forth in the Class C
Distribution Plan for each Fund adopted under Rule 12b-1 under the
Investment Company Act of 1940, as amended, as that Plan may be
amended from time to time and subject to any further limitations on
such fees as the Trustees may impose, and (ii) the Underwriter shall
receive from each Fund all contingent deferred sales charges applied
on redemption of Class C shares of such Fund. Whether and to what
extent a contingent deferred sales charge will be imposed with
respect to a redemption shall be determined in accordance with, and
in a manner set forth in, the Trust's Prospectus.
(d) The Underwriter may reallow any or all of the distribution and
services fees and contingent deferred sales charges which it is paid
under the Agreement to such dealers as the Underwriter may from time
to time determine.
(e) The Underwriter may fix quantity discounts and other similar
variances or waivers of the contingent deferred sales charge not
inconsistent with the provisions of the Investment Company Act of
1940; provided however, that the Underwriter shall not impose any
commission, permit any quantity discount, or impose any other
similar waiver or variance in connection with the sale of Class C
shares except as disclosed in the Prospectus of the Trust.
2. The Underwriter agrees to devote reasonable time and effort to
enlist investment dealers to sell Class C shares of each Fund and
otherwise promote the sale and distribution and act as Underwriter
for the sale and distribution of the Class B shares of each Fund as
such arrangements may profitably be made; but so long as its does
so, nothing herein contained shall prevent the Underwriter from
entering into similar arrangements with other funds and to engage in
other activities. Each Fund reserves the right to issue Class C
shares in connection with any merger or consolidation of a Fund with
any other investment company or any personal holding company or in
connection with offers of exchange exempted from Section 22(d) of
the Investment Company ▇▇▇ ▇▇▇▇.
3. To the extent a Fund shall offer (as set forth in the Trust's
Prospectus) to provide physical certificates evidencing ownership of
Class C shares, upon receipt by a Fund at its principal place of
business of a written order from the Underwriter, together with
delivery instructions, the Fund shall, as promptly as practicable,
cause certificates for the Class C shares called for in such order
to be delivered or credited in such amounts and in such names as
shall be specified by the Underwriter, against payment therefor in
such manner as may be acceptable to the Fund.
4. All sales literature and advertisements used by the Underwriter
in connection with sales of the Class C shares of each Fund shall be
subject to the approval of the respective Fund to which such
literature relates. Each Fund authorizes the Underwriter in
connection with the sale or arranging for the sale of its Class C
shares to give only such information and to make only such
statements or representations as are contained in the Prospectus or
in sales literature or advertisements approved by each respective
Fund or in such financial statements and reports as are furnished to
the Underwriter pursuant to paragraph 6 below. The Funds shall not
be responsible in any way for any information, statements or
representations given or made by the Underwriter or its
representatives or agents other than such information, statements
and representations.
5. The Underwriter, as agent of each Fund, is authorized, subject to
the direction of each Fund, to accept Class C shares for redemption
at prices determined as prescribed in the Prospectus of the Trust.
Such price shall reflect the subtraction of the applicable
contingent deferred sales charge, if any, computed in accordance
with and in the manner set forth in the Trust's Prospectus. Each
respective Fund shall reimburse the Underwriter monthly for its
out-of-pocket expenses reasonably incurred on behalf of each Fund in
carrying out the foregoing authorization. The Underwriter shall
report all redemptions promptly to the respective Funds.
6. Each Fund shall keep the Underwriter fully informed with regard
to its affairs, shall furnish the Underwriter with a certified copy
of all financial statements, and a signed copy of each report,
prepared by independent public accountants and with such reasonable
number of printed copies of each annual and other periodic report of
each Fund as the Underwriter may request, and shall cooperate fully
in the efforts of the Underwriter to sell and arrange for the sale
of its Class C shares and in the performance by the Underwriter of
all its duties under this Agreement.
7. Each Fund will pay or cause to be paid expenses (including
counsel fees and disbursements) of any registration of its Class C
shares of beneficial interest under, but not limited to, Federal,
state or other regulatory authority, fees of filing periodic reports
with regulatory bodies and of preparing, setting in type and
printing the Prospectus and any amendments thereto prepared for use
in connection with the offering of Class C shares of each Fund, for
fees and expenses incident to the issuance of Class C shares of
beneficial interest, such as the cost of stock certificates (if
offered), issuance taxes, fees of the transfer agent, including the
cost of preparing and mailing notices to shareholders pertaining to
transactions with respect to shareholders' accounts, dividend
disbursing agent's costs, including the cost for preparing and
mailing notices confirming shares acquired by shareholders pursuant
to the reinvestment of dividends and distributions, and the mailing
to shareholders of prospectuses, and notices and reports as may be
required from time to time by regulatory bodies or for such other
purposes, except for purposes of sales by the Underwriter as
outlined in paragraph 8 hereof.
8. The Underwriter shall pay all of its own costs and expenses
(other than expenses and costs heretofore deemed payable by the
Funds and other than expenses which one or more dealers may bear
pursuant to any agreement with the Underwriter) incident to the sale
and distribution of the shares issued or sold hereunder including
(a) expenses of printing copies of the Prospectus to be used in
connection with the sale of Class C shares of each Fund at printer's
overrun costs; (b) expenses of printing and distributing or
disseminating any other literature, advertising or selling aids in
connection with the offering of Class C shares for sale (however,
the expenses referred to in (a) and (b) do not include expenses
incurred in connection with the preparation, printing and
distribution of the Prospectus or any report or other communication
to shareholders, to the extent that such expenses are necessarily
incurred to effect compliance by each Fund with any Federal or state
law or other regulatory bodies); and (c) expenses of advertising in
connection with such offering; provided, however, that the
Underwriter shall not be required to pay for any such expenses to
the extent that they are paid pursuant to a Fund's distribution plan
adopted pursuant to Rule 12b-1 under the Investment Company Act of
1940.
9. Each Fund agrees to register, from time to time as necessary,
additional Class C shares with the Securities & Exchange Commission,
State and other regulatory bodies and to pay the related filing fees
therefor and to file such amendments, reports and other documents as
may be necessary in order that there may be no untrue statement of a
material fact in the Registration Statement or Prospectus or that
their may be no omission to state a material fact therein necessary
in order to make the statements therein, in light of the
circumstances under which they were made, not misleading. As used in
this Agreement, the term " Registration Statement" shall mean the
Registration Statement most recently filed by the Trust with the
Securities & Exchange Commission and effective under the Securities
Act of 1933, as amended, as such Registration Statement is amended
from time to time, and the term "Prospectus" shall mean the most
recent form of prospectus authorized by the Trust for use by the
Underwriter and by dealers.
10. This Agreement may be terminated at any time on not more than 60
days written notice, without payment of a penalty, by the
Underwriter, by vote of a majority of the class of outstanding
voting securities of each respective Fund or by vote of a majority
of the Trustees, acting separately on behalf of each Fund, who are
not "interested persons" of the Funds and who have not direct or
indirect financial interest in the operation of the Plan or in any
agreements.
11. This Agreement shall terminate automatically in the event of its
assignment. The term "assignment" for this purpose shall have the
meaning defined in Section 2(a) (4) of the Investment Company Act of
1940.
12. This Agreement has been approved by the Trustees of the Trust on
behalf of the Funds and shall continue in effect for two years from
its effective date. Thereafter, this Agreement shall continue for
successive annual periods, provided that such continuance is
specifically approved annually by a majority of the Trustees who are
not interested persons of the parties hereto as defined in the
Investment Company Act of 1940 and either (a) by vote of the
Trustees of the Trust or (b) by vote of a majority or the
outstanding voting securities of each Fund, as defined in the
Investment Company Act of 1940.
13. The Declaration of Trust, establishing the Trust, dated August
18, 1993, a copy of which together with all amendments thereto (the
"Declaration") is on file in the office of the Secretary of the
Commonwealth of Massachusetts, provides that the name of the Trust
refers to the Trustees under the Declaration collectively as
trustees, but not individually or personally; and no Trustee,
shareholder officer, employee or agent of the Trust and/or the Funds
may be held to any personal liability, nor may resort be had to
their private property for the satisfaction of any obligation or
claim or otherwise in connection with affairs of the Trust, but the
Trust property only shall be liable.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their officers thereunto duly authorized and to
become effective as of this 31st day of March, 1994.
Attest: NORTHSTAR TRUST
By: ________________________ By: ________________________
Attest: NORTHSTAR DISTRIBUTORS, INC.
By: ________________________ By: _________________________
As Amended: January 23, 1997
