Exhibit 6(f)
Special Dealer Agreement
NORTHSTAR DISTRIBUTORS, INC.
Two Pickwick Xxxxx
Xxxxxxxxx, XX 00000
Dealer Agreement with Advest, Inc.
for the Northstar Affiliated Mutual Funds
Gentlemen:
We invite you to become a member of the selling group to distribute shares of
the open-end investment companies or series thereof (hereinafter collectively
referred to as the "Funds" or, individually as the "Fund") for which we
currently or in the future serve as a principal underwriter, (as defined in the
Investment Company Act of 1940 ("Act")), on the following terms:
1. You represent and warrant that you are a member of the National Association
of Securities Dealers, Inc., ("NASD") and that you will continue to
maintain membership in the NASD, or that you are a foreign dealer not
eligible for membership in the NASD. You and we agree to abide by the
rules and regulations of the Securities and Exchange Commission ("SEC") and
the NASD, including, without limitation, Section 26 of Article III of the
NASD Rules of Fair Practice, all of which are incorporated herein as if set
forth in full.
2. You served as principal underwriter of the shares of The Advantage
Government Securities Fund, The Advantage High Yield Bond Fund, The
Advantage Income Fund, The Advantage Growth Fund, The Advantage Special
Fund, and The Advantage Strategic Income Fund (collectively, the "Advantage
Funds") from the commencement of operations of each Advantage Fund to the
closing of the transactions contemplated by a certain Acquisition Agreement
among Northstar Investment Management Corp., ReliaStar Financial Corp., The
Advest Group, Inc., Advest, Inc. and Boston Security Counsellors, Inc. (the
"Acquisition Agreement") on June 2, 1995 ("Closing Date"), on which date we
became the principal underwriter for the Advantage Funds. You and we agree
that you shall continue to receive compensation paid by the Funds with
respect to shares of Advantage Funds sold prior to the Closing Date ("Old
Shares") (and with respect to any Old Shares which have been exchanged for
"Money Market Shares," as that term is defined in the Acquisition
Agreement), as provided in this Agreement, and you also agree to solicit
future orders of Class A, B and C shares of the Funds, as well as all
additional classes of the Funds hereafter offered through us other than the
Old Shares ("Shares"), under the terms of this Agreement.
3. Orders received from you for sales of Shares will be accepted by us only at
the public offering price applicable to each order, as described in the
then current Fund prospectus. Procedures relating to the handling of
orders will be subject to the terms of the then current prospectus of the
Fund and to written instruments which we shall forward from time to time to
you, which shall become a part of this Agreement. All orders are subject
to acceptance or rejection by us in our sole discretion. No conditional
order will be accepted on any basis other than a definite price. You
understand and agree that you are acting as principal under this Agreement
and not as our agent or agent of the Funds, and that you are in no way
responsible for the manner of our performance or for any of our acts or
omissions in connection therewith.
4. You understand and agree that you will be compensated by us with respect to
the Old Shares as provided for in Sections 5.20 and 5.29 of the Acquisition
Agreement. In addition to, and not in lieu of, the compensation provided
for in this Agreement with respect to the Shares, you shall be entitled to
the additional compensation contemplated by Section 2.3.5 of the
Acquisition Agreement. You further understand and agree that the
applicable sales charge and dealers concession pertaining to any sales of
Shares will be in an amount as set forth in the then current prospectus of
such Fund, subject to reductions under a variety of circumstances described
in each Fund's current prospectus. To obtain these reductions, we must
receive notice when the sale takes place which would qualify for the
reduction. In addition, you may receive distribution and services fees in
respect of Shares sold in accordance with Paragraph 5 below.
5. The provisions of this Paragraph 5 are applicable to each of the Funds
which have adopted a Plan or Plans (the "Plans") pursuant to Rule 12b-1
under the Act. The Plans and the provisions of this Paragraph 5 have been
approved by a majority of the Trustees/Directors of the applicable Fund,
including a majority of the Trustees/Directors who are not interested
persons of that Fund and who have no direct or indirect financial interest
in the operation of the Plans or any related agreements (the
"non-interested Trustees"), cast in person at a meeting called for the
purpose of voting thereon. Such approval included a determination that in
the exercise of reasonable business judgment and in light of the fiduciary
duties of such Trustees/Directors, there is a reasonable likelihood that
each of the Plans will benefit the Fund and its shareholders. The Plans
have also been approved by a vote of at least a majority of the Fund's
outstanding voting securities, as defined in the Act. We represent and
warrant that after the date of this Agreement the Funds will conform in all
respects to the requirements of Section 26 of the NASD's Rules of Fair
Practice and that the prospectuses for the Funds will contain disclosure
with respect to fees paid and charges imposed in a manner to evidence
compliance with the NASD's rules regarding such fees and charges.
(a) In compensation for your services in connection with the sale of
Shares pursuant to the Fund's Plans and the Fund's prospectus, we shall pay
you quarterly a fee therefor at an annual rate based on the net asset value
of Fund shares which are owned of record by your firm as nominee for your
customers or which are owned by those customers of your firm whose records,
as maintained by the Fund or its agent, designate your firm as the
customer's dealer of record. No such quarterly fee will be paid until the
average net asset value of all of your customer accounts
in a Fund is at least $1,000,000, and, in the case of the Class B and C
Shares, such accounts have been maintained for at least one year. Payment
of such quarterly fee shall be made within 45 days after the close of each
quarter for which such fee is payable, provided however, that you shall
waive payment until we are in receipt of such payment from the Fund under
whose Plan the amount is payable. No such quarterly fee will be paid to
you with respect to shares purchased by you and redeemed or repurchased by
a Fund or by us as agent within seven (7) business days after the date of
our confirmation of such purchase.
(b) You shall furnish us and the Funds with such information as shall
reasonably be requested by the Trustees/Directors of the Funds with respect
to the fees paid to you pursuant to this Paragraph 5.
(c) We shall furnish to the Trustees/Directors of each Fund, for their
review, on a quarterly basis a written report of the amounts expended under
the Plan by us and the purposes for which such expenditures were made.
(d) The provisions of this Paragraph 5 may be terminated by the vote of a
majority of the non-interested Trustees/Directors or by a vote of a
majority of the Fund's outstanding shares, on sixty (60) days' written
notice without payment of any penalty. Such provisions will be terminated
by any act which terminates either the Fund's Underwriting Agreement with
us or this Dealer Agreement and shall terminate immediately in the event of
the assignment, as that term is defined in the Act, of this Dealer
Agreement.
(e) The provisions of the Underwriting Agreement between the Fund and us,
insofar as they relate to a Plan, are incorporated herein by reference.
The provisions of this Paragraph 5 shall continue in full force and effect
only so long as the continuance of the Plan and these provisions are
approved at least annually by a vote of the Trustees/Directors, including a
majority of the non-interested Trustees/Directors, cast in person at a
meeting called for the purpose of voting thereon.
(f) For a period of three years from the Closing Date, we shall use, for
purposes of determining your compensation in respect to Shares sold in
accordance with this Paragraph 5, our compensation rates, as in effect on
the date of the Acquisition Agreement, for distribution and service fees
payable to members of our selling group; provided, however, that if the
fees payable to us by a Fund pursuant to the Fund's Plan are reduced
following the Closing Date, such compensation rates would be reduced
proportionately with respect to that Fund's Shares.
6. Payment for Shares sold to you shall be made on or before the settlement
dates specified in our confirmation, at our office and by check or wire.
We reserve the right to delay issuance or transfer of Shares until such
check has cleared. If such payment is not received by us, we reserve the
right, without notice, forthwith either to cancel the sale, or, at our
option, to sell the Shares ordered back to such Fund, and in either case,
we may hold you responsible for any loss, including loss of profit,
suffered by us or by such Fund resulting from your failure to make payment
as aforesaid. You shall assume responsibility for any loss to a Fund
caused by a correction made by you subsequent to trade date, and you shall
immediately pay such loss to the Fund upon notification.
7. You agree to purchase Shares only from us or from our customers. If you
purchase Shares from us, you agree that all such purchases shall be made
only to cover orders received by you from your customers, or for your own
bona fide investment. If you purchase Shares from your customers, you
agree to pay such customers not less than the applicable liquidating price
determined as set forth in the then current Fund prospectus.
8. You agree to sell Shares only (a) to your customers at the applicable
public offering price or (b) to a Fund or to us as selling agent for the
Funds at the liquidating price, in each case determined as set forth in the
Fund's current prospectus. You agree to conform to our written compliance
standards applicable to our multiple class offering of Shares subject to a
front-end sales charge, Shares subject to a contingent deferred sales
charge, and Shares subject to a level load in the form in which we may
provide to you from time to time.
9. You shall not withhold placing with us orders received from your customers
so as to profit yourself as a result of such withholding, e.g., by a change
in the net asset value from that used in determining the public offering
price to your customers. You will place orders for purchases and
redemptions for your customers promptly upon receipt from your customers.
10. If any shares sold by us under the terms of this Agreement are repurchased
or liquidated by the Funds, or by us as agent for the Funds, or are
tendered for liquidation to the Funds, within seven (7) business days after
such confirmation of your original order, then you shall forthwith repay to
the Funds the full concession or commission allowed to you on such sale and
we shall forthwith repay to the Funds our share of the selling commission
thereon. We shall notify you of such repurchase or liquidation within ten
(10) days from the day on which written redemption requests and, if
applicable, share certificates are delivered to us or to the Funds.
11. You will not offer for sale in any state where they are not qualified for
sale under the securities laws of such state or where you are not qualified
to act as a dealer, except for states in which they or you are exempt from
qualification. On request we will provide you with a list of states where
the Shares are qualified for sale and will inform you of any changes in
such registration or qualification. You will not offer or sell Shares
except under circumstances that will result in compliance with applicable
federal and state securities laws.
12. No person is authorized to make any representation relating to the Shares
or the Old Shares, except those contained in the then current Funds
prospectuses, statements of additional information and any authorized
supplemental material supplied by us. In ordering Shares you rely solely
and conclusively on the representations contained in the then current
prospectuses and statements of additional information, and supplemental
material, if any, above described. Reasonable numbers of additional copies
of the then current prospectuses and statements of additional information
are and will be available on written request. In no transaction shall you
have any authority to take any action or make any representation binding
upon the Funds, any other member of the Selling Group, or ourselves. You
shall provide a currently effective prospectus to every purchaser of
Shares, except to the extent that we expressly undertake to do so on your
behalf. In the event Shares will be held by you in nominee name, it is
agreed to that you will pass the prospectus on to the ultimate purchaser to
the extent known to you. All advertising and promotion of the Funds by
foreign dealers shall conform to the standards applicable to members in the
United States.
13. We and you agree that all disputes between us of whatever subject matter
(other than any subject matter dealt with in the Acquisition Agreement),
whether existing on the date hereof or arising hereafter, shall be
submitted to arbitration in accordance with the Code of Arbitration
Procedure of the NASD, or similar rules or code, in effect at the time of
the submission of any such dispute.
14. Each Fund reserves the right in its discretion and we reserve the right, in
our discretion and without notice to you or to any members of the Selling
Group, to suspend sales of Shares, to withdraw the offering, to change the
offering price, or to amend, modify or cancel this Agreement and
concessions, discounts or commissions at any time payable or allowable
hereunder (including, without limitation, concessions, or commissions on
future periodic investments or reinvestment); provided that no such
amendment shall have the effect of reducing the compensation payable to you
with respect to the Shares or the Old Shares as provided in the Acquisition
Agreement. This Agreement may be amended by us at any time by written
notice to you, and upon your receipt thereof, such amendment shall become
effective, provided that no such amendment shall have the effect of
reducing the compensation payable to you with respect to the Shares or the
Old Shares as provided in the Acquisition Agreement. Each party to this
Agreement may cancel its participation in this Agreement by giving written
notice to the other parties; provided that it may not be terminated without
your written consent prior to June 2, 1998, except in the case of a
termination pursuant to Rule 12b-1 under the 1940 Act. Such notice shall
be deemed to have been given and to be effective on the date on which it
was either delivered personally to the other parties or any officer or
member thereof, or was mailed postpaid or delivered to a telegraph office
for transmission to the other parties at their address as shown herein.
This Agreement shall terminate immediately upon the appointment of a
Trustee under the Securities Investor Protection Act or any other act of
insolvency by you. The termination of this Agreement by any of the
foregoing means shall have no effect upon the payment of dealers
concessions with respect to Shares sold prior to the effective date of
termination. In addition, notwithstanding the foregoing, the first
sentence of Paragraph 4 shall survive termination or amendment of this
Agreement, except upon your written consent otherwise. A trade placed by
you subsequent to your voluntary termination of the Agreement will not
serve to reinstate the Agreement. Reinstatement, except in the case of a
temporary suspension of a dealer, will only be effective upon written
notification by us. No termination of this Agreement shall terminate,
reduce or modify the compensation with respect to the Shares or the Old
Shares to be provided to you in accordance with the Acquisition Agreement.
To the extent that the terms of this Agreement conflict with or are
inconsistent with the terms of the Acquisition Agreement, the terms of the
Acquisition Agreement shall be controlling.
15. Shares of The Cash Management Fund of the Solomon Brothers Investment
Series, a registered series investment company (or any similar money market
investment vehicle hereafter offered in connection with exchanges of shares
of the Funds through the Funds' principal underwriter) ("Money Market
Fund"), are available through and may be ordered from Northstar
Distributors, Inc. Northstar Distributors, Inc. will pay you quarterly on
combined assets invested in the Class T Account of the Money Market Fund
pursuant to orders received from you by us if and to the extend we collect
12b-1 fees in our capacity as dealer for the Money Market Fund. No such
fee will be paid if in any quarter the average daily net assets of your
customer accounts in the Fund are less than $1 million. This program may
be terminated by us at any time without prior notice to you. With respect
to Money Market Fund shares in the Class A, B and C Accounts for which
Advest is the dealer of record, Advest shall receive such portion of any
12b-1 fees received by the Underwriter as the Underwriter shall determine
from time to time, with respect to all members of its selling group.
16. This Agreement also permits you to offer variable contracts ("Contracts")
issued by Northwestern National Life Insurance Company ("NWNL") for which
we serve as distributor. You may offer and sell Contracts to customers
only through your registered representatives who are variable contract
licensed pursuant to applicable state law and who have been specifically
appointed by NWNL to solicit Contracts in the applicable jurisdiction. You
may offer and sell the Contracts only in accordance with the terms and
conditions of the currently effective prospectus or offering brochures
applicable to the Contracts and to any Fund which may serve as a funding
vehicle for the Contracts. You may not make any representation, including
any representation regarding the tax status of the Contract, not included
in such prospectuses or offering brochures or in any written, authorized
advertising or sales material supplied by NWNL and you shall further be
liable for any claim against NWNL or us
arising from your failure to comply with this provision. Any proposed
advertising, printed material or presentation script relating to the
Contracts must be approved in writing by NWNL prior to its use. In no
event shall you forward to NWNL less than any payment collected by your
registered representative, without deduction for compensation or
commission. You agree to observe NWNL's written procedures, rules and
guidelines relating to the Contracts. You agree that references in this
Agreement to "FUND" or "FUNDS" with respect to the Contracts shall mean or
include all or any of the NWNL/Northstar Variable Account, NWNL, or us, and
that such provisions shall be and hereby are deemed amended as necessary to
comply with Section 29 of Article III of the NASD Rules of Fair Practice,
federal and state laws, and the rules and regulations of the SEC applicable
to variable contracts.
17. All communications shall be sent to us at our offices at Two Xxxxxxxx
Xxxxx, Xxxxxxxxx, XX 00000. Any notice to you shall be duly given if
mailed to you at the address shown on this Agreement.
18. This Agreement shall become effective as of the date when it is executed
and dated by you below. This Agreement and all the rights and obligations
of the parties hereunder shall be governed by and construed under the laws
of the State of Connecticut.
NORTHSTAR DISTRIBUTORS, INC.
Date: June 2, 1995 By:
-------------------------------------------------
Date: June 2, 1995 Accepted: ADVEST, INC.
Investment Dealer
--------------------------------
Authorized Signature
-----------------------------
Print Name Xxxxx Xxxxxxxx
---------------------------------------
Title Assistant General Counsel
--------------------------------------------
Address 000 Xxxxxxxx Xx., #
------------------------------------------
Xxxx Xxxxxxxx Xxxxx CT Zip Code
-------- -- ------------
Phone (000) 000-0000
-----------------
NASD Broker/Dealer No.
---------------------------
Clear Trades Through Broker/Dealer Advest, Inc.
---------------
