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
NORTHSTAR EMERGING MARKETS VALUE FUND
NORTHSTAR _______ 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, NORTHSTAR INTERNATIONAL VALUE FUND, NORTHSTAR EMERGING
MARKETS VALUE FUND and NORTHSTAR ______ 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") on November 8,1993, and amended and restated on ________, 1998.
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 Act 1940.
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 the
day and year set forth above.
Attest: NORTHSTAR TRUST
By: ________________________ By: _____________________________
Attest: NORTHSTAR DISTRIBUTORS, INC.
By: ________________________ By: _____________________________
