Exhibit 6(d)
Form of Dealer Agreement
for
Northstar Affiliated Investment Companies
NORTHSTAR DISTRIBUTORS, INC.
Two Pickwick Xxxxx
Xxxxxxxxx, XX 00000
DEALER AGREEMENT 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 (hereinafter collectively referred to as the
"Funds" or, individually as the "Fund") for which we are or may become a
principal underwriter, (as defined in the Investment Company Act of 1940), on
the following terms:
1. You represent and warranty 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 and
the NASD, including, without limitation, Section 26 of Articles III of the
NASD Rules of Fair Practice, all of which are incorporated herein as if set
forth in full.
2. Orders received from you 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
instructions 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.
3. You understand and agree that the applicable sales charge and dealer
concession pertaining to any sales of Fund 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.
4. The provisions of this Paragraph 4 are applicable to each of the Funds
which have adopted or which may, in the future, adopt a Plan or Plans (the
"Plans") pursuant to Rule 12b-1 under the Investment Company Act of 1940
(the "Act"). The Plans and the provisions of this Paragraph 4 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 the Funds 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 their fiduciary
duties, 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 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) To the extent you provide services in connection with the sale of the
Fund's shares pursuant to the Plans and the Fund's prospectus, we
shall pay you quarterly a fee thereof 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 if the average net asset value of all of you customer accounts
upon which the fee is based is less than $1,000,000. 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 the 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 Fund with such information as shall
reasonably be requested by the Trustees/Directors of the Fund with
respect to the fees paid to you pursuant to this Paragraph 4.
(c) We shall furnish to the Trustees/Directors of the 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 4 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
Northstar Distributors, Inc., insofar as they relate to the Plan, are
incorporated herein by reference. The provisions of this Paragraph 4
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, including a majority of the non-
interested Trustees, case in person at a meeting called for the
purpose of voting thereon.
5. Payment for Fund shares sold to you shall be made on or before the
settlement date 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.
6. 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.
7. You agree to sell shares only (a) to your customers at the applicable
public offering price or (b) to the Fund or to us as selling agent for the
Fund at the liquidating price, in each case determined as set forth in the
Fund's current prospectus. With respect to Funds offering both shares
subject to a front-end sales charge, shares subject to a contingent
deferred sales charge, or shares subject to a level load, you agree to
conform to our written compliance standards as we may from time to time
provide them to you.
8. 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.
9. 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 is 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.
10. You will not offer the Funds 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 Funds are qualified for sale. You will not offer or
sell shares of the Funds except under circumstances that will result in
compliance with applicable federal and state securities laws.
11. No person is authorized to make any representation relating to the shares
of the Funds, 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 or
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.
12. We and you agree that all disputes between us of whatever subject matter,
whether existing on the date thereof 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.
13. 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, 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). 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. Each party to this Agreement may cancel
its participation in this Agreement by giving written notice to the other
parties. 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
transactions entered into prior to the effective date of termination. 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.
14. 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.
15. 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 or telegraphed to you at the address shown on this Agreement.
16. 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 New York.
NORTHSTAR DISTRIBUTORS, INC.
Date By
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Accepted:
Date Investment Dealer
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Authorized Signature
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Print Name
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