UNDERWRITING AGREEMENT FOR
CLASS A SHARES OF
NWNL NORTHSTAR SERIES TRUST
AGREEMENT made and entered into and by and between NWNL NORTHSTAR HIGH YIELD
BOND FUND, NWNL NORTHSTAR INCOME AND GROWTH FUND, and NWNL NORTHSTAR MULTI-
SECTOR BOND FUND, (each a "Fund" and collectively the "Funds"), series of NWNL
NORTHSTAR SERIES TRUST, a Massachusetts business trust (the "Trust"), and NWNL
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 or 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 of the 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 based on 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, and of the details entering into such computation.
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 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 otherwise provided, sales may
be made at net asset value as provided in the Prospectus the Trust.
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 Act of 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 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 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 Trust Prospectus or in
sales literature or advertisements approved by each 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 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 redemption. 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
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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 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 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 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 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 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 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 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.
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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 class of voting securities of each respective Fund,
or by vote of a majority on the Trustees, acting separately on behalf of each
Fund, who are not "interested persons" of the Fund 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 Trust acting on
behalf of the Funds 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,
acting separately on behalf of each Fund, who are not interested persons of the
parties hereto as defined in the Investment Company Act of 1940 and either (a)
the Trustees of the Trust or (b) by vote of a majority of 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 "NWNL Northstar Series 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
8th day of November, 1993.
Attest: NWNL NORTHSTAR SERIES TRUST
By: ________________________ By: ____________________________
Attest: NWNL NORTHSTAR DISTRIBUTORS, INC.
By: ________________________ By: ____________________________
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