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
AGREEMENT made and entered into by and between NORTHSTAR HIGH TOTAL
RETURN FUND, NORTHSTAR INCOME AND GROWTH FUND, NORTHSTAR GROWTH + VALUE
FUND and NORTHSTAR HIGH TOTAL RETURN FUND II (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 priice per share may be adjusted to the
1
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.
2
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
3
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 liablility, 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.
4
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, October 29, 1996
5
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
AGREEMENT made and entered into by and between NORTHSTAR HIGH TOTAL
RETURN FUND, NORTHSTAR INCOME AND GROWTH FUND, NORTHSTAR GROWTH + VALUE
FUND and NORTHSTAR HIGH TOTAL RETURN FUND II (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
6
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,
7
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
8
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
9
the Funds may be held to any personal liablility, 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, October 29, 1996
10
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
AGREEMENT made and entered into by and between NORTHSTAR HIGH TOTAL
RETURN FUND, NORTHSTAR INCOME AND GROWTH FUND, NORTHSTAR GROWTH + VALUE
FUND and NORTHSTAR HIGH TOTAL RETURN FUND II (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
11
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,
12
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
13
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
14
or personally; and no Trustee, shareholder officer, employee or agent
of the Trust and/or the Funds may be held to any personal liablility,
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, October 29, 1996
15
