Exhibit 6(b)
Form of Underwriting Agreement
for
Class B Shares
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UNDERWRITING AGREEMENT FOR
CLASS B SHARES OF
NORTHSTAR ADVANTAGE ______ FUND
AGREEMENT made and entered into by and between NORTHSTAR ADVANTAGE ______ FUND
(the "Fund"), a Massachusetts business trust, and NWNL NORTHSTAR DISTRIBUTORS,
INC., a Minnesota corporation (the "Underwriter").
1. The 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 the Fund, including both unissued shares and treasury shares,
through broker-dealers or otherwise, in all parts of the United States and
elsewhere throughout the world. The 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) The Fund hereby authorizes the Underwriter, subject to law and
the Declaration of Trust of the Fund, to accept, for the account of the 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 Fund.
(b) The public offering price of Class B shares shall be the net
asset value per share (as determined by the Fund) of the outstanding Class B
shares of the 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 Fund's 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. The 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 the Fund distribution and service fees under
the terms and conditions set forth in the Distribution Plan for the 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 the Fund all contingent deferred sales charges applied on redemption of
Class B shares of the 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 Fund's Prospectus.
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(d) The Underwriter may reallow any or all of the distribution and
services fees and contingent deferred sales charges which it is paid under this
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 Fund.
2. The Underwriter agrees to devote reasonable time and effort to enlist
investment dealers to sell Class B shares of the Fund and otherwise promote the
sale and distribution and act as Underwriter for the sale and distribution of
the Class B shares of the 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. The Fund reserves the right to issue Class B shares in connection
with any merger or consolidation of the 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 Act of 1940.
3. To the extent the Fund shall offer (as set forth in the Fund's
Prospectus) to provide physical certificates evidencing ownership of Class B
shares, upon receipt by the 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 the Fund shall be subject to the
approval of the respective Fund to which such literature relates. The 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 the Fund or in such financial
statements and reports as are furnished to the Underwriter pursuant to paragraph
6 below. The Fund 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 the Fund, is authorized, subject to the
direction of the Fund, to accept Class B shares for redemption at prices
determined as prescribed in the Prospectus of the Fund. Such price shall
reflect the subtraction of the applicable contingent deferred sales charge, if
any, computed in accordance with and in the manner set
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forth in the Fund's Prospectus. The Fund shall reimburse the Underwriter
monthly for its out-of-pocket expenses reasonably incurred on behalf of the Fund
in carrying out the foregoing authorization. The Underwriter shall report all
redemptions promptly to the Fund.
6. The 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 the 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. The 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
the 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 Fund 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 the 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 the 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 the Fund's
distribution plan adopted pursuant to Rule 12b-1 under the Investment Company
Act of 1940.
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9. The Fund agrees to register, from time to time as necessary,
additional Class B shares with the Securities and 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 Fund with the Securities and 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 Fund 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 outstanding voting securities as defined in the Investment
Company Act of 1940 of the Class B shares of the Fund or by vote of a majority
of the Trustees who are not "interested persons" of the Fund as defined in the
Investment Company Act of 1940 and who have no 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 Fund 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 of
the Fund who are not interested persons of the parties hereto as defined in the
Investment Company Act of 1940 and either (a) by vote of a majority of the
Trustees of the Fund or (b) by vote of a majority of the outstanding voting
securities of the Class B shares of the Fund, as defined in the Investment
Company Act of 1940.
13. A copy of the Declaration of Trust of the Fund is on file with the
Secretary of State of The Commonwealth of Massachusetts and notice is hereby
given that this Agreement is executed on behalf of the Trustees of the Fund as
trustees and not individually and that the obligations of this instrument are
not binding upon the Trustees or holders of shares of the Fund individually but
are binding only upon the assets and property of the Fund.
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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
____ day of May, 1995.
Attest: NORTHSTAR ADVANTAGE ______ FUND
By: By:
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Attest: NWNL NORTHSTAR DISTRIBUTORS, INC.
By: By:
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