Exhibit 6(a)
Form of Underwriting Agreement
for
Class A Shares
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UNDERWRITING AGREEMENT FOR
CLASS A SHARES OF
NORTHSTAR ADVANTAGE ______ FUND
AGREEMENT made and entered into and 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 A 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 A
shares, upon the terms hereinafter set forth, as long as it has unissued and/or
treasury Class A 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 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 Fund.
(b) The public offering price of Class A shares shall be based on the net
asset value per share (as determined by the Fund) of the outstanding Class A
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 based upon such net asset value 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 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. The 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 the Fund except as disclosed in
the Prospectus of the Fund.
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(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 the 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 otherwise provided, sales may be made at net asset value as provided
in the Prospectus of the Fund.
2. The Underwriter agrees to devote reasonable time and effort to enlist
investment dealers to sell Class A shares of the Fund, and otherwise promote the
sale and distribution and act as Underwriter for the sale and distribution of
the Class A 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 A 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 A
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 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 the Fund shall be subject to the
approval of the Fund. The 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 Fund 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 A shares for redemption at prices not in
excess of their net asset value, determined as prescribed in the Prospectus of
the Fund. 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, but the Underwriter shall not be entitled to any commissions or
other compensation in respect to such redemption. The Underwriter shall report
all redemptions promptly to the Fund.
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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 A 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 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
the 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 of
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 such 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 A 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
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 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.
9. The Fund agrees to register, from time to time as necessary,
additional Class A 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 there may be no omission
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to state a material fact therein necessary in order to make the statements
therein, in the 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 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 outstanding voting securities as defined in the Investment
Company Act of 1940 of the Class A 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 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, and thereafter 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) a majority of the Trustees of the Fund or (b) by vote
of a majority of the outstanding voting securities of the Class A 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 the
____ 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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